Competent Villains: Chrysalis

by tailsopony

The Nightmare

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Chapter the Second: The Nightmare

Twilight awoke with a headache. A big one. A throbbing horrible very much omnipresent headache that threatened to tear her brain from her cranium. She groaned and covered her head, her hooves blocking out what little light was in the room. "Ohhh... My head..."

A comforting voice rolled over her, a gentle whisper in the night. "Shhh... Rest my little pony. You're fine now. Just relax and I'll make the pain go away."

Twilight peaked out from her hooves to see Celestia carefully applying her horn to Twilight's head, and immediately felt all tingly. A wave of relief and relaxation washed over her, a calm like she had never felt before. Twilight softly fell back asleep, exhaustion taking her as she rested with the soothing magic coursing through her.

The white alicorn smiled at the sleeping pony and fondly cuddled up to her, letting sleep take her as well.


Once again, Twilight woke up. This time sans mind numbing pain. She took a moment to get her bearings as the world slowly came into focus. Night outside, must be early morning. Pony in bed with her. Very big bed. Not in house. Being cuddled. Pony seemed to be Celestia. Twilight stopped taking account of her surroundings and started over again. Yep. Twilight stopped breathing. And thinking entirely really.

She quickly realized that the sound of a leaking tire was coming from her hanging open jaw as the air from her lungs was escaping. Unable to move her mouth, she brought her hoof up to shut it. The movement seemed to arouse Celestia from her slumber.

"Twilight dear, are you awake?" The Alabaster Goddess asked. Followed shortly by,"Oh my. I'll just give you some space. This is awkward."

"Princess? What's going on? Why am I...In your bed?" Twilight scooted away from her mentor. Not too far away, just enough so that they weren't touching. Oh this was awkward alright. What had she been doing, for the life of her she couldn't remember. Something about a wedding? And there were bugs or something? She felt like she was forgetting something important.

"I'm sorry Twilight, but after the wedding... Well.." There was an awkward pause where Celestia seemed to be looking for just the right words."I suppose I should just be honest about the whole thing. You deserve that at least. You were hurt, badly. Almost everypony there was, but you more than most. You've been healing, and I made sure to be present. The damage done to you was severe, and we were afraid you might not make it. I took to your care personally." Celestia looked away, sheepishly avoiding the purple mares gaze to the best of her abilities.

"I suppose that explains the nightmare I was having." Twilight sighed and laid back down, clearly trying to think through the events of the wedding. "I remember being captured after we tried to get the Elements. We were brought back and you were in some kind of cocoon. Cadence was in the corner, covered in blood with the changelings doing something... Something bad... to her. Then I remember the Changeling Queen laughing. I can't remember anything else, everything after that was a nightmare. I remember it hurt. It hurt really bad. And then you made me feel better. I heard your voice, and the nightmare went away. What happened, Princess?" Twilight was holding back tears now as the memories flew back.

Those awful changelings had been doing such horrible things to Cadence. And her memory blanked after that. Then it was just pain. Just her blinding pain. Until she heard the Princess's voice. That soothing melodic voice telling her everything was going to be O.K. And then the pain just went away. Just like that. She had made everything better. Twilights eyes lifted up to the Princess again, unafraid of the Immortal Goddess who just rescued her from a terrible nightmare.

Celestia looked down at her adoring student and sighed. "I suppose it's best you don't remember it all, but I'll tell you a little. She... Bit off your horn. Among other things that you don't need to know. It will suffice to say that she hurt you deeply. I truly thought you were going to die." The Princess seemed quite distraught as well, clearly fighting back her own tears throughout the confession. "She hurt all of my little ponies. It was so terrible Twilight. But it's over now. It's O.K. Everything is going to be fine." Celestia reached out with her hoof to Twilight, not touching her but leaving it close. Tears began to fall from her eyes as she looked at her student hopefully.

Twilight reached her own hoof out, gently touching the Princess. She didn't remember the events, but clearly Celestia did. She had more questions, more things she needed to know, but for now she was content sit and watch her Goddess cry. Hooves being held, Celestia began to hold back a few sobs, and then collected herself once more.

"Princess, will my horn ever grow back?" Twilight took a hoof and ran it over her now naked forehead. It was tender. It felt like a scar. Twilight tried not to think about it. It hurt to even consider. Never using magic again? That was terrible. Horrifying.

"I believe so, my student. She didn't get the root, just the extrusion. It may take a while, but I'll help it grow faster. It's... part of the healing I'm helping you with." Twilight felt a little better at this, but still...

"It's hard, Twilight, I'm old. Ancient even. I've seen so many ponies hurt and so many terrible things happen, but every time was painful. I can't remember when last I felt pain quite like this. The last time I failed like this. It's been so long. Maybe this was my first great failure to pony kind." Celestia paused, amusement quickly taking over her features. "Speaking of my failures, that's the only thing that saved us. When night fell, my sister returned to the castle finding it a bloodbath. She was none too pleased. The only reason she was able to free us was that I failed her once again. I underestimated my own sister! You'd think you know a pony after an eon of being Goddesses together. I knew she could help us, but I never thought she would do that." A sad smile now played on her face.

Ever curious, Twilight had to know. How had Luna saved them when Celestia was powerless? Surely the Changeling Queen would be more powerful after a day of feeding off of everypony. Celestia seemed more relaxed now that she was thinking about her sister, maybe it was O.K. to ask? "Umm.. How did Lu... I mean... Princess Luna manage to beat the Queen? I thought she was weakened after we stripped her of her dark magic?"

"Well, it's kind of embarrassing, but it's partially my fault. I wasn't lying when I said she succeeded due to my failure in her. Remember that horrible pod the Queen kept me in? It allowed her to read my mind. It was how she managed to... Hurt... everypony so thoroughly. I knew some things about unicorn physiology that were better off not known. Well, she read what I knew about Lulu. She read what I believed about Lulu. I thought Lulu weak and helpless. I thought she abandoned the dark arts for good, that she was becoming a creature of light. Luckily, I was wrong."

"Luckily? You mean she was...?" Twilight looked at the princess in disbelief and almost pulled her hoof away.

"Yes. When she returned, when she saw the blood and hurt broken ponies, she got angry. Very Angry. She had another nightmare, Twilight. The first time she had a nightmare, it was out of a desire to be loved. When I failed her so long ago. This time it was out of pure hate. Rage known only to a goddess fueled her." Celestia's mood darkened even more as she continued her tale.

"While I am Princess of the Sun, a creature of light and life, a creature who shows her power at full glory, Luna is Princess of the Night. Her power is in the dark and secret things. While I embody warmth, growth, life, and love, she embodies cold, decay, death and hate. I honestly thought she had gotten past all that when we settled down to make Equestria, but that night I saw her. I saw her in a Nightmare of rage. She did some things that I wont be able to forgive her for in a very long time." Celestia's gaze fell distant as she slowly revealed the last bit, the one that said so little and so much.

Twilight was deep down the rabbit hole now, and the only was out was to keep digging. "Princess, what did Princess Luna do? If she saved us why can't you forgive her?"

"You have to understand, Twilight, Luna did what she thought was necessary. Her hate and rage fueled her other powers, the ones she abandoned long ago. The Nightmare moon you met on the Summer Sun Celebration never wanted to hurt anypony, only scare them away. She was looking for love in all the wrong ways. This Nightmare was something else entirely. It wanted to kill. To eradicate. So it did, and it did it efficiently. Luna was... Is... good at doing what she naturally exists for."

Celestia gathered herself for her next revelation. "Twilight, there are no more changelings. They're all gone now. Luna destroyed their entire race. They were a dark thing, a thing from her ancient domain. She created them long ago when she was a different mare. And now she erased them."

Twilight paled at this. Could Luna really have the power to kill an entire race? Could she really pull them to extinction? This was getting out of hoof! Well, this had gotten out of hoof. Twilight felt betrayed and hurt. Celestia wouldn't lie to her, but Luna had been so kind and gentle... well the gentle part wasn't true at first, but she was learning. And she was Nightmare Moon when they first met. That was it then. She was learning. Why would an ancient Goddess need to learn anything unless it was inherently against her nature? Celestia's tale seemed more true, and Twilight felt a touch of despair. So those ancient pony tales were true, she was a being of darkness and dread. But everypony deserved a chance at redemption!

"Princess, I know Princess Luna did a bad thing, but she did it to save us. She did a bad thing for a good reason. I know someday she will look back and be sad, you can't give up on her!" Twilight was softly pleading to her mentor.

Celestia simply bobbed her head in agreement. "Of course Twilight, and I am grateful for what she has done, but I can not forgive her for this. Not yet at least. What she did is against the very fiber of my being. It hurt me, hearing a thousand living creatures cry out in pain and confusion. The Queen was cruel and cold, but she never actually killed anypony. She just came very close. My dear sister committed genocide. And I had to watch. I felt them die, Twilight. All of them. The Queen, Chrysalis was her name, her face was a mask of pure terror and agony. She felt her children die all at the same time, and then she quickly followed." Celestia grew quiet and began trembling.

"And truth be told, what my sister did hurt me deeply. I am locked here in my chambers with you to heal just as you are, Twilight. While your magic was ripped from your head with your horn, mine was ripped from my heart by my sister. You are here for me to heal as much as I am here for you to heal." Celestia almost seemed embarrassed by this, lowering her head to rest on a pillow.

"Twilight, I needed a pony who could talk to me like a friend, and I can't even look at my sister right now. That left you and you alone, Twilight. Please, come closer so I can hold you. I need somepony right now, and you're all I have." The Princess plead, begging the only pony in the world she could call "close" to her.

Twilight looked at the Princess in shock, then she looked away. Then she looked back. Then she looked away. This was awkward. She felt her face flush and her heart started beating quickly. The Princess was looking at her, those eyes... How could she say no? Really how could she say no. She liked the Princess and all, and maybe even had a crush, but this? This was a little much. A little fast even. "Umm... Princess?"

"Yes my little pony?"

"I don't think I'm ready for that. I mean I've never been with a pony like that and umm... I like you and all but..." Twilight was stammering, her face flushed and her voice wavering. How do you tell a goddess you're interested but not really right now maybe later after a nice bath and a cup of coffee and lots of time to think and maybe a change of address?

"Oh. Oh my, Twilight, I didn't mean like that. I'm so sorry! I just meant to cuddle for a bit. I didn't mean that at all. Of course, if you're nervous it's not a problem. We can not do that as well. That's fine too." Princess Celestia smiled reassuringly at her little pony.

"Oh. Like friends, right?"

"Yes dear, like a sleepover, although I may talk a bit."

"I guess that's O.K. Princess. I'm not offering anything by the way, I'm just in it for the cuddles. I mean. I'm okay with sleeping with you. I mean... umm... as friends." Oh boy this was awkward. Twilight was setting a whole new record for social faux pas with the Princess. She didn't seem offended. Twilight stared as the Princess levitated the covers and offered her a spot right next to her.

"Come over her dear."

"Ok... just give me a second." Twilight was having an internal struggle with her thoughts at the moment. "This is not hard. Scoot over to the princess. You can do it, Twilight. She won't bite. Much. Bad thought! Don't go there mind! Now is not the time. Just think of the sheets and her warm body pressed against mine. Covering me with her beautiful white... Where is this coming from? What is wrong with me? Don't look down, don't look down." The little purple mare awkwardly made her way to the offering Goddess.

Twilight felt herself settle in next to her Princess, feeling the warm soft underside caress her back. This wasn't sexual at all. Just two mares. Cuddling. In bed. Alone. Like friends do. O.K. it was weird. She felt a bit of pain in her head again, a slow throb building up, and she groaned again. "Princess, I think my headache is coming back, I'm sorry."

"Shh... It's O.K. Twilight. I told you I was here to help you heal as much as you're here for me. Relax, I'm going to cast another healing spell on you. It'll make you feel all better again."

Twilight felt the mare bend her head down and put her horn on Twilight's forehead. She quickly felt the now familiar magic coursing through her. She let it play up and down her body. Oh, this felt very good. She felt warm now, warm and safe. Her Princess was holding her and she felt on top of the world like nothing was wrong. Nothing at all. A pleasant hoof strolled down her stomach, playing up and down her soft underside. "Ha.. he.. Princess... That tickles!"

"Oh, sorry dear. I let myself get carried away. Twilight, I have a terrible confession to make, promise you won't hate me for it?"

"Of course Princess! I could never hate you!" Twilight was feeling great right now. She felt loved and amazing. She felt a little silly and completely relaxed.

"I was kind of lying when I told you I just meant to cuddle for a bit. I really did offer... what you originally thought I offered. I'm sorry. I didn't know you didn't feel that way. It's O.K. though, I'm still happy to cuddle with you."

Twilight sobered up instantly. She felt the princess's nervous hot body holding her from behind. She felt her princess holding her breath, waiting for Twilight's answer. "Why? Why now? Why... Like this?"

"It's because of what happened, Twilight. What happened during the wedding. You don't remember. You don't need to remember. But I do. It made me sad. Made me want to make you happy, make me happy. I never know when I might lose you, when I might lose anypony, so I took the first available opportunity. When you woke up. I'm sorry."

"It's fine Princess. I think I understand. Can you tell me... what she did? What happened to me? I mean, all of it. I know she ripped out my horn, but she did more than that. I can tell. What was it?"

Twilight felt the Princess tighten her hold on the pony, as though she was afraid. "I tried to stop her Twilight, but I failed. She put me in the cocoon and then raped my mind for thoughts and memories. She used my fears against me, played me like a fiddle to find out what made each of you tick and how to hurt you. After she finished... feeding off of Cadence, she prepared for the return of you and your friends. You don't need to know exactly what happened to your friends, but they are healing now. None were hurt as bad as you."

Celestia shivered, sending a foreboding feeling through Twilight. "Please, tell me," she whispered.

"She cast a spell on you, like the one on your brother. That's probably why you can't remember. She used you. Used you in front of everypony. She made us all watch as you called her your mistress. Your Goddess. She made you bow down and do all sorts of horrible things. She put Cadence's horn in you, and even your own. She made you say how much you liked it. How amazing it made you feel. And then she started peeling you apart. She tore your body apart slowly, torturing you while we all watched. You screamed so much, Twilight." Celestia was beginning to cry now, heaving sobs between words.

Twilight shuddered. She was sorry she asked. Very sorry. She felt sick, she felt terrible. What kind of monster was that Queen? She was suddenly very glad Princess Luna had done what she had done. Twilight made a mental note to seriously thank her the next chance she got. Still, she felt terrible. Really bad. And now the princess was crying on her. Over her. No longer trying to hold it in, the larger mare held her tightly as though she was afraid Twilight would fly away and never come back.

"Princess... I don't feel so good now."

"Shh. Twilight, it's O.K. Everything is O.K. You're going to be fine now. You don't even remember it, right? So it's like it never happened. You can still have your first time with somepony you love. I still love you Twilight. Everypony still loves you." The Princess whispered through her tears, the soothing voice calming Twilight just a bit. The warm wonderful hooves around her helped as well. Twilight thought about things for a while as the Princess held her, she wasn't sure how long it had been. Well, this wasn't quite a hot bath, or a nice cup of coffee. But it was plenty of time to think.

Twilight took her time, thinking things through. What she wanted and what she had. Well why not?

"Princess?"

"Yes my faithful student?"

"About that thing we were talking about earlier. I've been thinking. I'm not sure I'm ready, I'm not sure I completely want to. But if you want to Princess, I'll do it. I'll do anything for you princess. I love you too." Twilight wasn't sure about anything at all right now, her world was a mess. But if she could make her Princess happy, she would. Any way possible.

Twilight felt the Princess's breath quicken and her hooves shake just a bit. "Twilight, are you sure? I don't want to force you. That would make me feel even worse." Twilight could feel the other mare warm at the thought.

"I'm not sure. Really I'm not. But I'm never sure of anything. So I'm just going to do this now. Are you ready?" Twilight spoke softly, but almost felt excited. She suddenly wished she had read up on this subject. Well, only one way to start. Without waiting for Celestia's answer, Twilight began. She closed her eyes and roughly shoved her hoof between her legs and down to under Celestia's tail. Celestia Quickly pulled herself away from the questing hoof.

"Twilight! Be careful! That's not how this goes. You have to be gentle! That could have hurt a normal mare. Here, I'll lead. It's easier if you relax."

Twilight felt herself turn red, but not from arousal. So maybe she really didn't have much experience with this. She was ready to stop now, that was embarrassing enough. And now her head was hurting again. What was up with this stupid headache? "Princess, I'm sorry! I didn't mean to hurt you! I'm not feeling good again. It's this headache. Please don't be angry with me."

Celestia sighed. "Oh you poor little pony. I'm sorry. I can help with that. Here, just relax. This time I'll help the magic along with my hooves, O.K.?"

Twilight had no idea how that would work and she knew a lot about magic, but if it made this headache go away faster then, "Go ahead Princess, I'm ready."

The familiar rush of magic washed over her, peeling her headache and worries away. And it felt like she was the Goddess, being worshiped by the pony Celestia as those hooves caressed her up and down. The delicate feeling of a gentle nibble on her ear. The warm wet lick swirling around her muzzle, pushing the magic with it. This was amazing. She felt amazing.

"Now we're both ready." Celestia whispered into Twilight's ear sending a hot breath into it, and shivers down her spine.

Celestia was literally oozing magic all over her, it almost felt real as though the magic was really coating her in a pleasant blanket. Her whole body felt wonderful, the magic covering every inch of her. She could feel the magic washing her insides, traveling through her leylines. She felt what might have been a physical manifestation of it around her body holding her tightly in its sticky embrace. She had never felt magic so thick and real before.

Celestia's hooves wandered dangerously close to Twilight's nether regions, coaxing her previously unwilling legs apart. Twilight felt herself spread for Celestia in a way she had never imagined before. There was no shame, no fear, only acceptance. Only love. The eager hooves of the Goddess began a dance across her lower lips, tracing the sticky magic with them, leaving arcane patterns of desire imprinted around Twilight's opening bud.

Twilight felt herself slipping further into lust, into the strange magic that surrounded her. Her previous inhibitions were completely shattered as she felt Celestia's hoof go where she was most fragile. It was large, and blunt, slowly spreading her wider and wider. Celestia was being very careful with her, and she was grateful for it. She felt herself stretch farther than she had ever stretched before.

As Twilight felt her Goddess enter her, she felt the magic enter as well. It coated her insides, slowly spreading with the touch of her hoof. The pain of having a hoof within her was not as bad as she imagined. Her mind danced with the imagery of what was happening. It was so lewd. She was nestled in the Princess's stomach while the princess had leaned over her body and had pressed her hoof into Twilight's love canal. Twilight spread her legs wider so her imaginary picture would have a better view of the Princess playing with her.

She felt dirty at that thought. She was getting much more into this than she anticipated. Maybe it was the delicious magic the Princess had used to make her headache go away. Maybe it was the feeling rising in her body, something she had never felt before. She was losing her mind. And she loved it.

Twilight was beyond thought, only feeling desire and instinct. She grabbed Celestia's head and brought it down to hers. Unable to kiss it properly, she licked the underside of the Goddess's chin desperately. Moans of pleasure and arousal escaped the mare as she attempted to get the affection she so suddenly desired. The Goddess acquiesced and turned her head down to return the kiss.

Twilight made her tongue worm its way into the Goddesses mouth, pulling that sweet magic with it, drawing it out of her. Celestias saliva followed the flow of gravity, and coated the inside of Twilight's mouth, leaving another magical sticky residue inside her. Twilight giggled. Everywhere Celestia had touched had been drenched in the magical gift of pleasure.

Twilight felt her tail raised by magic, and felt something pressuring to get in. She would never resist her Goddess. She would never resist her gift. Gently biting Celestia's tongue, Twilight relaxed her sphincter and let the magic flow into her last bastion. This time it felt hard, and rough. Twilight didn't get to see what it was, she could only feel it.

It wasn't very long, but it was wide and coated in the same amazing magic that covered her body inside and out now. She felt it push in, and pull back out slowly with a sucking sound. That felt good. The object was moving slow, pushing in and pulling out. Every time it thrust back in she could feel more of the magic being pushed deeper by it. Reflexively tightening and loosening herself she tried to help it, to coax it in.

Twilight let Celestia's tongue go so she could moan proper as she felt another hard object pressed against her sticky quivering lower lips. "This ones a bit longer dear, it was a gift from Cadence. She's secretly a dirty mare. Are you ready?"

"Oh Celestia, please... Yes.. Oh.. Ugh.." Twilight grunted in pleasure as she felt it press into her body, burying itself deep within her. It slid in easy, she was ready. So very ready. She felt a heat rising in her, something amazing. She didn't even try to fight it. She didn't get a chance to look, not that she cared anymore. Celestia put it there, it belongs there now.

"Twilight dear, do you trust me?" Celestia, for all her efforts, sounded cool and collected, almost calm.

"Oh... Celestia! Yes! Yes!" The two objects pumped her in tandem and the Princess worked her body with her hooves. Twilight was almost crying, almost screaming. She felt everything. She felt so alive.

"Twilight, do you love me?" This came almost quieter, as though the answer was important.

"I love you Celestia... I love you!" Twilight was screaming her answers, so close to something she didn't understand. She would do anything for her goddess, anything at all.

"I'm going to cast another spell Twilight. Don't fight it. Just let it run through you, just relax. Remember you trust me and love me. It's important you don't resist it Twilight."

"Got it.. Oh... Don't... Fight.. OH!" Twilight didn't care about a spell. She was so close, so very close.

Twilight felt it coming, felt it rising out of her. Being coaxed by the magic surrounding her, being coaxed by the magic within her. Even the princess spell was coaxing it. Twilight didn't know what it was, she didn't understand. She only knew that it had to happen, that she couldn't resist it. That this was the moment. She felt the magic pulse as her body pulsed in tune. She screamed Celestia's name at the top of her lungs and felt the spell rip through her.

The magic surrounding her and filling her reacted, tightening around her body, pushing her in, squeezing every last drop of pleasure she could possible feel out of her. She didn't resist. The two horns that had been jammed into her pulsed, focusing the arcane current in an eldritch arch that raced up her spine and into her head. And with an ecstatic scream Twilight Sparkle, Element of Magic, Student of Princess Celestia, ceased to exist as a pony.

Panting, Queen Chrysalis stepped back and admired her handiwork. It took a lot of energy and a lot of power to turn a pony into a brood member. It was so much easier to birth them. But this pony was potent. Powerful. Dangerous even. It had taken so much work. Coaxing every little bit of information out of Celestia's head on this pony. The damned Goddess had finally figured out how to resist her. She had to ad-lib from about halfway through the little show. But it didn't matter now, she was much too late.

Luckily the control spell worked as normal, and little Twilight had no idea what was going on. She looked at the panting broodling, covered in green goo and smelling of ozone. She levitated the two horns out of the pony's orifices. She knew this collection would come in handy! Still, now she had two angry Goddesses to deal with. But now she had stolen all of Twilight's love, and even her soul to boot. This had been another a good day, or night rather. She turned and smiled at the two cocoons on the ceiling, one containing an angry looking dark mare, and another containing what appeared to be an emotionless white one.

"Did you like the show I had her give? I can have her give you another once she wakes up. Of course, it won't quite be the same. I am curious about that dark Goddess thing, Luna. Did you really create us long ago? Let's find out then since your sister doesn't want to play right now."

The Queens eyes glowed green, and Luna's face twisted in agony.

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