Chapters

The Nightmare
The Broodmother
The Defiant
The Brunch
The Trick
The Strong
The Taste of Victory

The Nightmare
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Competent Villains: Chrysalis

The Nightmare

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.

The Broodmother
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Competent Villains: Chrysalis

The Broodmother

Chapter the Third: The Broodmother

Fluttershy closed her eyes. This was not happening. She couldn't hear Twilight screaming. She hadn't seen the smear of blood that lead to the group of changelings on top of Princess Cadence. Princess Celestia was not trapped in a cocoon, suspended silently above her friends. Everything was fine. She was just having a nightmare. She was going to open her eyes again and wake up. She had a wedding to prepare for today.

Fluttershy opened her eyes. Everything seemed blurry and bright. Oh. She was still in her nightmare. She closed her eyes again, this time dropping to her stomach. She felt sick and she couldn't stand anymore. Maybe she just needed to block it out better? Fluttershy decided to cover her face with her hooves. That was a little better. No light got through. Her forearms blocked out some noise, so that crying noise was harder to hear. Maybe if she stayed like this longer she would wake up?

Time passed. The noises changed. Most faded away. She heard some voices, but they faded eventually. She could still hear that crying noise though. Fluttershy felt herself choke up a bit. It sure was hard to gasp for breath when her chest was heaving like that. She stopped breathing, listening to the crying. It stopped as well. So that was it. She was crying. How odd. It had been a while since she had cried due to a nightmare.

Something pressed against her flank.

"Get up! You last one. Go you pony!"

Fluttershy briefly considered the strange whispering voice. It didn't sound like a pony at all, more raspy. As though it didn't naturally speak like that. She felt more pressure on her flank as though something was trying to push her up. Was this finally it? Was she about to wake up? Fluttershy jumped to her feet and opened her eyes.

She heard a thunk behind her and turned around to quickly apologize to whoever she fell asleep on. How silly of her to fall asleep during the wedding! She helped the pony up before her eyes could clear from the drying moisture. "Oh my! I'm so sorry. I didn't mean to..." Her voice slowly dropped as her eyes dried and her vision cleared. It sure was dark in here. And that sure was a strange pony. It buzzed at her angrily and quickly jabbed its horn into her side.

This time Fluttershy didn't close her eyes. She turned around and looked the room over. The sky had darkened, and all of her friends were gone. The floor was stained a dark horrible color in a few spots and the cocoon the Princess was in had been moved away. She was surrounded by changelings. One of which was angry and making quite the buzzing noises as the others seemed to laugh at it with their own strange buzzing. The angry one squinted at her and forced a rasping noise from it's mouth. "Go... Pony!"

This wasn't a dream? Maybe it was just a long dream. The angry one made as if to jab her again. Fluttershy flinched away from it.

"Go!"

Slowly backing away from it, she noticed another motioning as if for her to follow. That one didn't seem as bad. It seemed tired, almost frustrated. It looked at her and rolled it's eyes. Immediately after it was briefly covered in a bright green flame, and then Fluttershy was looking at a copy of herself.

"If you don't mind... What we are trying to say is.. Please... just follow me please. He won't... poke... you if you just follow me." Fluttershy's clone meekly stuttered its advice out and then looked away from her, trying to hide it's face.

"Umm... Ok..." She really had no choice right now. Maybe it would lead her back to her friends? The one that looked like her right now didn't seem as bad as the rest of them. It was probably going to take her to them. Maybe she should ask?

"Are we... umm... going to my friends, Ms. Changeling?" Fluttershy quietly asked.

"I'm sorry. The Queen ordered us to take you to a special room. It's a nice room though. Maybe she'll let your friends see you later. I'm sure it would be fine. She really is a nice queen, you should ask her when you meet her."

Fluttershy was oddly warming up to her doppelganger, there was something soothing about her voice. Maybe she just had too much of a soft spot for cute things. Still, something Ms. Changeling had said made her uneasy. "What do you mean when I meet her? Is she going to hurt me, too?"

"I... Don't know. I'm sorry. I know she's not always very nice to ponies, but ponies aren't usually very nice to us. That's part of why we had to take over your city."

"But why did she hurt Twilight like that? And Cadence! What was happening to Cadence?" Fluttershy picked up her pace and walked closer to her clone now, eager for answers. The other changelings followed, almost forming a half circle around her so she couldn't run back.

"She was afraid the unicorns would hurt us. So she took off their horns. As for Cadence, well, there are a lot of drones who never get to fertilize the Queen. She occasionally... rewards them for... their diligence. She did that to protect us, and to reward her favored drones. The angry one is a drone, but clearly not one of her favorite. He is upset he didn't get to fertilize anything. I am a worker. I just do what I'm told." The clone grew quiet at this point looking away.

Fluttershy processed this quietly. So they were like ants then. Or maybe bees. She wasn't sure. She did have some bee friends, so she knew a little of how hives worked. All her bee friends were workers, she had never met a drone. The clone started talking again, this time in a whisper so the others couldn't hear.

"He's going to wait outside your door after we leave. He will probably try to get in. While he wouldn't disobey the Queen, he is going to try to get to you until he's told otherwise. I can't make him stop, only if he would be getting in my way. That's why he was trying to hurry you up. We were told to wait until you got up, he was told nothing. I don't think the Queen wants him to get to you, and I don't think you want that either."

Fluttershy was scared now. That sounded bad. She didn't want that at all. She looked back at the angry one. He seemed to be less angry now. More excited. Visibly excited. Eew. "What can I do if he gets in?"

"Don't worry. He probably won't get in unless you or the Queen let him in. Drones are pretty stupid. They are very single minded and tend to just have one thing on their mind. They are not very creative. It's most likely he will stand outside your door and tell you to open it or try to claw through or something. He can't turn into anypony unless he sees them, but still it would be safer to not let anypony into your room. He might come up with the idea to go visit one of your friends, so be very careful. I'll come by to bring food, I can get myself in."

"You mean I'll be able to open and close my door? I'm not a prisoner?"

"Oh. You'll probably have guards at your room, but I'm sure they have only been told to not let you out. They probably have no instructions on who to let in."

"But how will you and the Queen get in my room if I never open my door?"

The clone tapped a hoof to it's forehead and smiled. "I can use my horn for more than just poking things and turning into pretty ponies. It's an advantage to being a worker."

Fluttershy nodded. That made sense. For bees and ants, workers collected food. They needed to be able to pick up crumbs or suck nectar from flowers. It would make sense that changeling workers would be able to use magic if they had to pretend to be a unicorn. Fluttershy paused at that thought. Workers collected food. Changelings ate love. She looked suspiciously at her clone. "Are you eating me? Right now?"

The clone laughed at this. "I'm sorry, I couldn't help it. I'll stop if you want me to. It's another reason I'm leading you and not a drone or a soldier. I'm better with ponies. I don't need to eat right now, but you really are delicious. It doesn't hurt does it? I've never asked a pony that before!" The clone appeared very amused at this thought.

Fluttershy pondered this for a moment. It didn't seem to hurt. In fact she couldn't feel anything wrong at all. She couldn't stop loving it, she loved all the animals she had ever met. Even the nasty ones. And this one didn't seem that nasty. It was almost like a pony really. It certainly looked like a pony right now. "I.. Umm... I think it's fine. I don't feel anything different. At least I think it doesn't hurt. What if... What if I let you know if it hurts? Will you stop?"

"Of course! I don't need food right now and I've no reason to cause you pain. It's just pleasant. Like a warm summer day delicately making it's way through my body. It's nice, but not necessary. We've lived our whole lives only doing what's necessary, although the Queen promises that to change today." The changeling abruptly stopped at a door that appeared to have two royal guards in front of it. They didn't even blink at the arriving party.

The door swung open and Ms. Changeling ushered Fluttershy inside, swiftly closing it behind the both of them.

Fluttershy took in her new surroundings as Ms. Changeling explained them.

"I'm afraid you don't have a window, what with the wings and all. I'm dreadfully sorry about that, dear. I know ponies like their natural light. But we have managed to renovate this room with a magic light source. Just press your hoof right here, firmly, and the light goes on or off. I'll leave it on now, just know how to work it if you want to." The changeling looked to Fluttershy for confirmation that she understood the instructions. Fluttershy nodded.

"Good. Now, I'll be by later with some food. I'm sure there is something ponies eat in here. It might be a while before the castle staff is found after all that running about, but I'll see what I can do for you. You have a little stream running through the floor over here in this chamber, I'm sure you're familiar with that. But still, if you need to relieve yourself please do use it. I'll have to clean up the mess otherwise. There is also a little knob that makes water fall from the ceiling. I'm not sure why it's here, but you ponies sure are clever. Seems far too much to drink."

Fluttershy blushed at this. Of course she knew how to use a bathroom! She wasn't a foal and they were common in households nowadays. The thought of making the nice changeling clean up her mess was also embarrassing. At least there was a shower as well.

"The bed is over here, I know it's not the biggest bed in the castle, but we tried to find nice sheets for it at least. And the pillows are soft. Here is a grate where you can ask the guards for something. They are soldiers, so while they are intelligent you are not going to convince them to leave their post. They have ways of contacting me if you need me, I'm to be in charge of you, to help you get comfortable here. All in all I'd say the Queen is treating you much better than a prisoner. I'm pretty sure your friends are getting a similar treatment."

Well, this wasn't so bad. She had a bed and a bathroom. Guards to keep her safe. A light to keep her lit. Hopefully her friends were in the same condition. Maybe they were all in the same part of the castle, just a few walls away. That made her feel a little better. "Ms. Changeling? Can we go see my friends? That would make me feel much better."

"I'm sorry Fluttershy. I'm not allowed to take you out of this room. Not until the Queen tells me that I can. I would if I could."

"Then, can you please... Find out if they are OK for me? Cadence and the Princess too please?"

"I'll look for you Fluttershy, but... I don't think you'll like what happened to Cadence. I think the Queen was pretty upset at having to pretend to be her for so long. And I'm guessing the Princess is still trapped in the cocoon. I'm sorry. Try to get some sleep. You will feel better in the morning. I'll bring some food for you later. And do be careful about that drone." The changeling looked kind of sad as she answered, avoiding Fluttershy's eyes when talking of Cadence and the Princess.

Without waiting for an answer, the changeling burst into green flame, returning to it's true form. It then opened the door with it's horn, and swiftly shut it leaving Fluttershy alone with her thoughts.

Mere seconds after the changeling had left, Fluttershy heard a soft scraping on her door, and a raspy voice through her grate. "Pony. Let me in. Open door pony."

Fluttershy panicked. The drone was trying to get in. What should she do?

"Open door pony. Open."

Climbing into bed, she covered her head with a pillow, trying to smother out the sound. Maybe if she could go to sleep she could wake up and everything would be ok. Still holding on to the belief she was in a dream, Fluttershy buried herself beneath the covers of the large bed.

Scrape... Thump... Scrape... "Pony..."

Fluttershy did not sleep much that night. In the early hours of the morning he had enough and had tried to open the grate and give the aggressive drone the Stare. It had backfired miserably. After that attempt, she had to listen to herself beg to get in the room. That was very distressing.

"Please let me in. I'm lonely out here."

"No..." Fluttershy whispered into her pillow, more to herself then the changeling.

"It's cold, and these guards are scary. Please let me in. I think I'm hurt, my hoof is bleeding for some reason..."

Scrape... Scrape...

"I just want to be loved... I just don't want to be alone... Please... I'm so sad right now."

Fluttershy was having a difficult time ignoring it. Was it crying now? Fluttershy walked to the grate and peeked through with morbid curiosity. Yes. Yes it was. She hated making things cry. It was obviously in pain. Its hoof was bleeding pretty badly. An obvious trail of blood went from her door to the things hoof. Should she feel bad that it was only bleeding because it was trying to get to her? Was this her fault somehow?

"It hurts. Please... It hurts so much. It won't stop bleeding..."

As Fluttershy watched, her clone seemed to hold out the hurt hoof. It was a pretty bad wound. More blood was flowing from it. If it kept up like this, the thing would probably pass out from blood loss.

"Please, somepony help me. Why won't you help? Why are you watching me die?" This time it looked at her, tears streaming down it's face. It looked like it was in so much pain... Maybe if she gave it some sheets it could make a bandage? She quickly ran to her bed and ripped off a corner of the sheets. This should work, it would be enough to at least slow the bleeding.

"Here, use these to make a bandage. Just wrap it around your hoof, it'll slow the blood flow." She pushed the makeshift bandages through the window to the poor thing. It limped over and picked them up with it's mouth. Using one hoof and its mouth, it tried to wrap them around it's other hoof. It had obviously never done this before. All it managed to do was smear blood over the bandage, and get some more blood to flow. It clutched the hoof close to it stomach and began to cry in earnest.

Fluttershy watched it silently from her grate. It's trying to trick me. I know it. What if it's really hurt? It couldn't get that hurt from scraping at a door... I don't know how tough changelings are. So what if it's hurt, it deserves it for trying to get her. Fluttershy thought about that. She had braved manticores. She had braved bears. Wolves, tigers, a dragon, phoenixes, anything and everything. She had never turned down a hurting creature before, no matter how dangerous it was.

She stepped away from the grate and stood in front of the door. Was she really going to do this? She knew it was just a trick. She knew what it was going to do to her. She knew that even if it was really in pain, it deserved the pain it was in. She thought about what was going to happen. She would open the door, it would limp in. She would begin putting the bandage on it. It would drop the disguise and take advantage of her.

She wasn't stupid. But she couldn't bear to hear it suffer. She couldn't bear to think that she had failed any living creature that she could have helped. Even a monster. She couldn't take the risk of it being real, no matter how unlikely that was. So what if it hurt her? She had been hurt before. She had been bit by creatures big and small. Kicked, stung, and even stabbed in her line of work. Was this any different? It wouldn't kill her. Hopefully.

Fluttershy unlatched the door, and opened it. She tried to step out to help the thing, but two very stiff wings extended to bar her passage. She had forgot about her guards having been unable to see or hear them. "Please help him, he's hurt!"

"No. We are here to keep you in." The guard was terse and unfriendly. It didn't seem to like to talk. Her doppelganger started to limp towards her, avoiding eye contact and sniffling.

"Wait." Fluttershy was more assertive than usual. The changeling stopped and looked at her curiously. "Grab the bandage..." Fluttershy sighed and left the door open as she walked towards her bathroom to get the water running for washing blood away. She heard the changeling limp through the door. And shut it behind him.

Fluttershy turned on the shower, and stepped in without looking back. So that was that then. At least she didn't have to worry about it really being hurt. Odd that it was still limping to her, keeping up the disguise now that it had her where it wanted her. She looked down and saw green goo pooling in the shower water as it approached her from behind, and turned to see it holding the makeshift bandage in its mouth, getting it wet and washing the now green blood out and off. It looked at her pleadingly.

The gears turning in her head, Fluttershy immediately took control of the situation. "That bandage is no good now that it's wet, just leave it there. I'll go get another. Put your hoof in the water, we want to clean it out before I wrap it up. We don't want it getting infected." Fluttershy ran back to her bed and ripped another piece off of the sheets. She ran back to the shower and saw the changeling watching it's hoof curiously. It had dropped its disguise and was watching it's hoof in the water as though it was confused. Green ichor was seeping out of what appeared to be a crack in the hoof.

What had Ms. Changeling said about drones? They were single minded? This one was obviously focused on the injury it had gotten, all other things had been forgotten. Fluttershy wasn't exactly sure how to treat a cracked carapace. Was this a big deal for the creature? Would it actually die from this? Now she was more concerned. Still, she needed to dry it off and bandage it. She was pretty sure slowing the flow of... green... would be better than letting it bleed. She eyed a towel in her bathroom, and picked that up as well. "Ok. Just come over here, and I'll dry it off for you."

The creature turned its head and began a slow, careful three legged walk to where Fluttershy was standing. "There, just hold it out and I'll dry it. It might sting a bit, but I have to dry it before I can put the bandage on it." Fluttershy began carefully using her mouth to gently manipulate the towel around the injury. She didn't want to aggravate it, after all. As she timidly drug the the towel around the changelings extended hoof, she felt something on the back of her neck. A nibble.

"Umm..." she couldn't properly respond due to the towel in her mouth, but she was quickly reminded of why the changeling had been so desperate to get in in the first place. Unfortunately, so was the changeling. The nibble quickly turned into a firm grasp of her neck. The changeling now had her securely in its bite. Her eyes started to water a bit as the changeling slowly lowered its injured foot. She had a clear view of the changelings underside now, being held face down under the changeling.

For a while they both just stood there breathing. Then she dropped the towel out of her mouth. "I.. I think.. I think your hoof is dry now. We can put on the bandage now. Please."

She felt the changeling's breathing pick up a bit on her neck. It didn't let her go. Fluttershy watched as the changeling grew aroused, unable to turn her head and afraid to shut her eyes. Slowly its member sprouted from somewhere between its legs. Faced with her fate, she swallowed in fear. That thing was going to go inside her. She knew this was a possibility when she let it in. She glanced at its hoof. It was still bleeding.

"Please. You're still bleeding. You are hurt. Let me put a bandage on you." It didn't answer. Fluttershy had a job to do. She pulled down and pushed towards the bleeding hoof. Her neck hurt as the changeling tightened his bite. She would bleed soon if she kept fighting.

Fluttershy considered her options. She could try to escape. She could let it bleed while it raped her. She could try to help it, but she would get hurt. Maybe there was some other way, some way to keep it from moving too much? Maybe it didn't care as long as it got release? She knew stallions like that sort of thing, so why not changelings?

Gingerly, Fluttershy brought her hoof up to the changelings member, and started a long slow stroke, from tip to base. The changeling's eyes went wide, and he relaxed his bite on her neck. "That's it. Just relax. I really don't want you moving around on your hoof right now, so don't move. Ok?"

This wasn't so bad. Fluttershy could do this. It was like a massage. Gently push, and pull. Rhythmic and slow. She was naturally gentle and this was not difficult. She felt his breathing speed up and his bite loosen up even more. Then he let go of her entirely. Fluttershy felt another wave of relief, this wasn't bad at all. She should have opened up the door earlier and just done this for the poor thing if it had been so desperate. She felt a little guilty about the whole situation now. Then she felt a tongue on her head.

A long wet lick ran from her forehead to her muzzle. She had to close her eyes when he ran his tongue over them. She kept them closed as his tongue found its way into her ear and went deep. That felt weird. She felt him begin a long slow trek down her neck. The warm and tingly tongue worked its way to her shoulders, and then let up. Her hooves were getting tired working the monsters member from this angle. It was hard to hold them out like that. The changeling gently rasped a word into her ear. "Mouth..."

It was asking her to use her mouth? It tried to use it's head to gently push her forward. "Umm... I'm not sure I can.."

The changeling snorted and began to lift its injured leg to walk forward. "Wait! I... I'll try..."

Fluttershy took another gulp. This was going to be different. She had never done this before. Slowly she inched forward, closer to the monster in front of her. It was clearly sized for the Queen, it would be very painful for a normal pony. She slowly opened her mouth wide and put it over the throbbing tip.

It wasn't too much different from licking something. It didn't have a distinct taste. If anything, it was a little salty. She heard the changeling moan something, and then begin licking down her back once again. Ok. She could do this. Just like with her hooves. It was hard to use her mouth like that. She tried to pull back and push forward a little, but the position made it difficult. The changeling let up its licking of her to rasp out "Tongue.."

Fluttershy carefully worked her tongue up and down the shaft. The warm throbbing thing was deep down her throat and she was trying hard not to swallow or gag. The changeling was working its way towards her tail, but she was much too distracted by the object in her mouth. Breathe in. Push in. Pull out. Breathe out. Push in. Pull out. Breathe in. She was getting the hang of this slowly, accidentally choking less and less. Rhythmic and slow, as long as she was careful this would be ok. Suddenly the changeling got under her tail with his tongue. She accidentally swallowed, forcing the shaft further down her throat than she had thought possible. The changeling grunted and she began to choke, spitting the offending thing out of her mouth in a long slow retch.

The Changeling stopped what it was doing and gave her a second to recover before it loudly rasped, "Down. Lay down!"

Fluttershy quickly dropped to the floor, obeying it without thought. She felt it slowly lower itself onto her, and then carefully roll her over. Now she was lying on her back, the cool hard floor beneath her and the warm and wet changeling above her. They were both still wet from the shower, and she found her fur sticking unpleasantly to the floor. She looked up and saw the monster's member hanging down for her. He was lowering it. She was going to have to do it again, this time on her back. She felt his weight settle on her body, heavy down by her nethers, and lightly near her chest. He was easing it down for her to get good grip. She stared back up at it, trying to wish it away.

Slowly, it went down to her mouth. She parted her lips, and felt it push its way in. He was being more aggressive this time, setting the pace instead of letting her do it. She felt it push down her mouth and into her throat. He grunted and pushed a little harder. She swallowed. It went deep, real deep. Trying very hard not to panic, Fluttershy held her breath waiting for him to pull out. She felt him shuddering in pleasure, but not pulling out. She began to get very worried. Is this how she would die? Smothered beneath a changelings cock? Eventually he slowly eased out, allowing her a desperate breath. She gasped the sweet air from around his member, breathing in and out, getting what she could for oxygen. All too soon it pressed back down, cutting off her flow of air once more. He forced his way deep again.

This time he didn't take as long, giving her more chance to breathe. Once again, she fell into a rhythm with his body. In and out as deep as he pressed it. Now that she had air and a chance to think, she noticed that he wasn't ignoring her body at all. It started with the familiar licking, down near her lower stomach. He was working his way down lower quickly. She couldn't even groan in protest. She tried to stop him with her hooves and tail, but she was in no position to do anything. Her hooves flailed about uselessly and her tail was trapped against the floor. Almost choking she quickly remembered to not get distracted. Oh dear. This had gone bad quickly.

She felt his tongue work its way around her personal spot now, his one good hoof rubbing her cutie mark. This was bad. What would other ponies think? What would Rarity think? Here she was deep-throating a changeling on the bathroom floor. If anypony had walked in right now, it certainly would have looked mutual. And he wasn't even in disguise. She had betrayed ponies everywhere. She was a terrible pony.

The changeling began to lick her fervently now, oblivious to the tears streaming down her face. She wasn't aroused by this at all. This just hurt. In and out the horrible thing went. She felt it touch her and caress her. She felt used and dirty. Like one of those pits ponies would throw refuse in. And it was still using her. Every once in a while it would do something that made her shudder, it would hit just the right spot with it's tongue and hoof at the same time.

She didn't like that when it happened. It felt good right then, but immediately after she felt guilty. How could she enjoy what it was doing to her? This was disgusting. She was having a hard time keeping up with her breathing now that she was crying, too. Every once in a while she missed a breath for a sob. Fluttershy was getting light headed and a little dizzy. She felt something strange inside her as the changeling dove deeper into her body with its whole nose.

The thing had shoved its muzzle deep in her as though it was trying to get to something. Fluttershy was really only kind of paying attention, like she was watching some other pony do this instead of her. She watched the pony on the floor, the pony that couldn't be her, slowly spread it's wings and stop struggling. She watched as the changelings member buried itself deep in that ponies mouth, and the pony closed her eyes and rubbed her hooves up and down the exposed part that wouldn't fit.

She watched as the pony on the ground stopped fighting and began to work with the changeling as though they had a common goal. Their bodies really began to pick up the rhythm. The yellow pony stuck her hoof up and began stroking the underside of the changeling. Fluttershy felt something really strange as the two creatures began to shudder. First, the changeling thrust deep with his head and body, and then he stuck there, shaking. Then the yellow pony, deprived of air entirely, opened her eyes wide and stopped her stroking. Her wings flapped like a broken bird trying to fly away and her legs wrapped around the changelings neck in a powerful embrace. The changelings head became wet, doused in some fluid. Fluttershy faded from the world, her body twitching and mind reeling. All she could think was, "Oh my..."

Fluttershy opened her eyes. She couldn't see much, There was some heavy black thing on top of her making it difficult to breathe. Her mouth felt sticky and gross. Her throat also felt sore. Slowly, her memories returned to her. She blushed deeply. She began to try to remove herself from under the horrible thing. She noticed it wasn't moving much, so she pushed it gently to the side, hoping it was asleep.

How could she do that? That was awful! It was horrible and painful. At least, up until the end. The part where she couldn't breathe... Glad there was no one around to see her confusion, the pony managed to get herself out from under the changeling helped by the copious amounts of... lubrication. She was going to need a shower.

Trying desperately not to look at the green mess she was sliding on, she hoofed her way into the shower. Luckily she had left it on from earlier. Why was she covered in so much green? It was like the stuff from earlier. The stuff that was leaking out of... Oh no.

Fluttershy quickly turned around and looked at what was on her floor. The changeling's hoof was split open even wider then before, it must have knocked it on something while... it was active. The thing wasn't moving, not even breathing. This wasn't good at all. Fluttershy immediately ran to the door and threw it open. "He's dying!"

"I don't care." came the gruff short response.

"You have to get help!"

"I have to stand here." There was no thought in his response, it was quick and reflexive.

"Please help... Please help him somehow... I don't know what to do..." Fluttershy was on the verge of tears, a creature was dying in her bathroom.

"If you care so much, then just love him. He is a changeling. I saw he got hurt out here and I figured you'd either killed him or he'd be healed up by now. He is just a drone." The guard rolled his eyes at the stupid pony.

Love him? Could Fluttershy love him after what he did to her? "But... He raped me..." She thought for a second and then quietly added, "In my mouth."

"Look pony, I don't care. If you care so much then you are going to have to love him until he is better, if not then he dies. It's your own fault you let a drone in with you. Just find something pleasant and focus on that. I don't know. I'm not a pony. I am a guard. I'm supposed to be guarding you, not talking to you." The guard dropped it's disguise to look like a changeling and turned to look at her, hissing noisily.

Fluttershy stepped back. Love him sounds easy, but ... She would have to try. She went back to her bathroom and stood over the dying monster. Fluttershy got down to her knees and put laid her head on the changelings. She then thought about him. He hurt her. He was just another creature. He just wanted something and she didn't give it to him. It was her fault. He raped her. She let him in. He suffocated her. She liked it.

Fluttershy began crying. She didn't think she could love him, she wasn't sure if it was working. She really didn't want him to die. He looked so fragile laying on the floor like that. She felt her tears falling down her face, covering the poor things head. It was just a drone they had said. They treated it like an animal. But it could talk, it could feel. It had probably lived it's whole life like that. Lived it's life as just a drone. How sad. How terribly tragic to live like that, and then die like this during some obscene act on a bathroom floor. It was driven by instinct after all. She remembered how it had held out it's hoof. The poor thing was much like an animal, very simple in thought. She couldn't believe it had tricked her like that.

Then again, it was a changeling. It probably had played off her emotions, just doing what got the strongest reaction. That was it, wasn't it? It had probably hurt itself more when it felt her get sick at the thought. How terrible. How sad. How desperate. Fluttershy didn't like the thought of living in a hive like this, living your life like that. It was really just an animal, wasn't it? Living by instinct and doing as it was trained. She could understand that. She just needed to understand it's training better. Obviously it was for... what it had done. It had been very good at that. Fluttershy flushed at that thought.

She was distracted by breathing. It had started to breathe again! She looked at its hoof closer, the crack was sealing up, slowly but surely. This was working! Fluttershy got excited. She could save it, she just had to keep this up. Would it be okay to drag it to her bed? Sleeping on the bathroom floor was probably uncomfortable. She should probably give it a little more time to heal.

Fluttershy laid her head down on it again, closing her eyes to think over things, trying desperately to love.

Ms. Changeling walked through the door later that morning, levitating a tray of food with her. She stopped once she stepped inside the room and looked around. Blood on the floor. The bed was covered in blood. The bathroom floor was clearly destroyed. She spotted Fluttershy looking at her sheepishly from under the covers. Quickly she donned Fluttershy's body to use her voice. "Ummm.... What happened? If you don't mind me asking?"

"I'm so sorry! I accidentally let in that drone. He looked so hurt, he was bleeding! I couldn't let him stay out there alone!" Fluttershy immediately answered, dreading this encounter all morning.

"I.. I see... I guess I'll just clean it up then. If you don't mind me asking, where is the body? I don't think you ate it, and drones tend to smell when they die." The clone looked around sheepishly as though looking for a hidden unpleasant surprise.

Fluttershy spoke up, "Oh. It's Okay. He was hurt pretty bad after.. well.. afterwords. But I brought him into the bed and he's getting better now. I figured out how to love him. It's taking a while, but he is healing."

Ms. Changeling quickly dropped her disguise and put the tray down on the floor. She rushed to the bed and lifted the covers off exposing Fluttershy and the drone entirely. The drone was sleeping peacefully next to the now startled Fluttershy, who cowered over him. "Please, don't hurt him..."

The covers slowly descended, and Fluttershy found herself facing herself once again. "Of course. I'm sorry. I didn't mean to startle you. I'm going to leave your food over here, and I'll be back to clean up this... mess. I'll bring new sheets for you as well, dear. It looks like yours need to be... burned. I'm going to need to speak with the Queen real quick, she wanted to see you today and I think you just moved up her schedule. To the top I would wager."

Fluttershy visibly cowed at this. "I'm sorry! I didn't mean to do anything wrong."

"Oh no, It's alright. Really. It's fine. I'm sure you will be just fine. I looked into your friends and it seems the Queen was having a little trouble with most of them. But this should make her happier. It's OK."

Fluttershy wasn't buying it. "You mean she is going to be happy I nearly killed one of her drones?"

"No. She is going to be happy you saved it."

Fluttershy stood awkwardly to the side of the room as the drone nuzzled her side. It had taken on her visage once again, but this time it was just rubbing her with it's face. It was being very affectionate. Also looking like her, Ms. Changeling was happily scrubbing the floors humming some tune as she worked. A few other workers had shown up to help change the bed out and clean up the bathroom. Fluttershy was blushing furiously at the thought. The changelings didn't seem to treat it any different than a paint spill or anything else though. Perhaps they were used to cleaning horrible biological messes. Fluttershy shuddered at the thought.

Soon the room was clean once again, and the changelings began to file out leaving just Fluttershy, the drone, and Ms. Changeling. "There! All better. Hopefully next time you decide to ... Help... somepony you make less of a mess." Fluttershy winced at the comment.

"Please... please don't think less of me because I did that..."

The changeling looked at her with confusion. "What do you mean dear?"

"Because I let him... You know... With me." Fluttershy tried to not look her in the face as she spoke.

"Oh. That. Don't worry about that. We workers aren't quite equipped for that in the same way a pony or a drone is. We can seduce somebody to feed, but that's about all. We certainly don't get the rush that you do. We can fake it of course, we have to, but it's just another thing. Like eating. Actually it is eating for us. So I can safely say that I don't quite understand what you and that drone went through. And I won't judge you for it dear. None of us will. Maybe some more drones will come bug you if this one talks, but honestly that's about it."

Fluttershy quickly turned to the drone happily rubbing it's face on her neck, "Please don't talk."

"No talk. Good pony."

Ms. Changeling watched this exchange. "My, he certainly seems fond of you."

Suddenly the atmosphere changed and Fluttershy found the two changelings kneeling, eyes cast down. Into the room stepped the Queen, appearing quite pleased.

"You may both leave. I wish to speak with this one. Alone." Chrysalis didn't bother to watch her subjects, instead keeping her eyes glued on the now terrified cream yellow pony as they left the room. Fluttershy heard the door lock and gulped, her sore throat an awkward reminder of the events from last night.

"Please don't punish me... I didn't mean to do it... I'm sorry..." Fluttershy cowered in a corner, begging the Queen.

"Whatever are you worried about dear Fluttershy?"

"I.. I hurt him."

"He hurt himself. That one was always a little aggressive. You made him better though. What I want to know is why. I've already talked to the guards and your caretaker, so now I'm talking to you, my little pony." Chrysalis smiled when she said that last part. She had picked that up from Celestia. They were her little ponies now, and she loved reminding them.

"I.. I don't like seeing things hurt. I didn't want him to die. He looked so fragile laying on the floor, bleeding everywhere. I felt so bad that he did that just to get to me."

"Ah. So it was guilt. That's why you helped him."

"No. Not quite. I let him in when I knew he might be tricking me. I didn't want to risk... want to risk... that he was actually hurt and needed my help."

"Interesting. Fluttershy, come over to this bed and lay down. We need to have a talk." Chrysalis seemed contemplative, as though she was making a decision. Fluttershy thought she say the Queens eyes glow green.

Timidly, Fluttershy made her way to the bed, keeping as far away from the Queen as possible. Chrysalis looked at her, seemingly amused. "Good enough. My you have gotten brave."

Fluttershy felt herself grow a more pink shade of yellow. "What... What do you want...?"

"First things first my little pony," Chrysalis smiled, "Yesterday I conquered your country. I took your leaders and wrapped them up in my cocoons. You are going to call me "Your Majesty" now. Or Queen Chrysalis. I am the new ruler of Equestria after all."

Fluttershy gulped. "Yes, Your Majesty."

"Much better. Now I actually am coming to you with some good news! Last night I got your friend, Twilight, to come around to my side. She's now one of my most loyal supporters. You will be able to see her soon, maybe even today! Isn't that nice?"

Fluttershy cringed. She was happy to see Twilight, but what had this monster done to her? "But Twilight is Princess Celestia's student! She's practically in love with her!" Fluttershy had maybe gotten a drunken confession out of Twilight once on that. Or twice. Chrysalis glared at her and cleared her throat. "Your Majesty..."

"Oh not anymore. I dare say she has a new... infatuation. But that's not important! The important thing is she gets to see you, and you get to see her. I was going to keep her separate for a while, at least until somepony else came around, but you went and loved one of my changelings over night! A drone no less! And from what I heard, he deserved only hate. I am impressed with you."

"Nopony deserves hate. He isn't a bad drone, he just made a bad decision." Chrysalis looked at Fluttershy as she spoke with a curious intensity.

"Even me Fluttershy? You saw what I did to Cadence and Twilight. You didn't see what I did to Celestia and Luna. Do I not deserve hate?" Chrysalis stared at the pony, eyes unblinking.

"You did some bad things. I'm scared you are going to do more. But maybe someday you will do good things and look back and be sorry. I know you're in charge now and nopony can tell you to stop, but maybe someday you will learn when to stop. Maybe you will learn not to hurt anypony."

"I'm surprised Fluttershy. I'm not pretending to be anypony else right now, and here you are loving me. Maybe if everypony was like you, then you would be right. But they aren't. I have to do what's best for my brood, not what's best for ponies. I sometimes have to hurt ponies to help my brood. I don't regret that. I am a good changeling Fluttershy. The best even. I don't even try to be a good pony."

"But it doesn't have to be that way, Your Majesty. You could be good for ponies and changelings. I get along with Ms. Changeling just fine."

Chrysalis gave her an odd look. "Who in Tarterus is Ms. Changeling?"

"Oh.. Umm.. My... Caretaker?"

"That worker who was talking with you when I came in here? She doesn't even have a name, Fluttershy. She is a worker. They're all like that. She is nice to feed off of you."

"I know that. I also think she is nice because she wants to be."

"You are strange for a pony, Fluttershy. Nonetheless I have a proposition for you."

"A proposition? What... what do you want from me?" Fluttershy was confused and scared, her eyes opening wide at the thought.

"The area my brood covers has grown tremendously. I need to make more changelings. Unfortunately, I spent a huge amount of energy ... Convincing... Twilight Sparkle to join me. I know I'll be able to recover that later, but for now I need help. I want you to be a broodmother, Fluttershy."

Fluttershy got off the bed and crawled slowly back to her corner. Chrysalis merely watched as the pony pathetically tried to hide in a very obvious place. "I... I... I don't think I want that..."

Chrysalis had expected this, and so had came prepared. "Before you just give up, think about it. If you can love changelings, then I'm sure you could love our children. In order to grow they need a warm wet place. But they grow faster with love, Fluttershy. Your love would nourish them. You would be the mother of so many children. And all of them would adore you. I am the new Queen of Equestria, Fluttershy. Changelings and Ponies are going to be living together here for a long time. Don't you think it would help if the changelings were raised by a pony? You could teach them whatever drivel you wanted to put in their heads. What If I gave some other pony, one who wasn't so nice the chance? What if I forced some pony and she hated them. How would they grow up? What would they do to ponies once they left the hive?"

Fluttershy quivered at the thought.

Chrysalis continued with her speech. "That is another option for me, you know. It would be fairly easy. I could simply round up a hundred or so ponies and force them all to bear my children. If you say no I just might. Sure they won't love them, but with so many I could make up the difference fairly quickly. I'm only trying this with you first because you came around so fast. Because you had enough love to heal a mostly dead drone back to full vitality overnight. Convincing you might take a day. Rounding up ponies might take ten. But I can do it, and will if you tell me no. You live in my Equestria now, Fluttershy. You should do your best for your country, and if not for your country then for your fellow ponies." Chrysalis seemed quite finished, as though she was waiting for a silent applause that never came.

Fluttershy stayed quiet in the corner, trying her hardest to be ignored.

"Well, think about it at least. I'll send Twilight in later today to try and convince you. I'm off to go have Brunch. I'll see you later, my little pony." Chrysalis laughed as she left the room.

Ms. Changeling and the drone didn't come back in the room after the Queen left, so Fluttershy slowly crawled back into bed and stared at the roof. What was she going to do?

There was a knock on her door. Fluttershy started at the noise. Again it came, louder and more forceful. "Hello? Fluttershy? Are you awake? Can I come in?" Twilight's voice rang into her room. Fluttershy immediately stood up in her bed.

"Twilight? Is that you? Come in!"

The door opened seemingly by itself, and Twilight Sparkle stepped inside. Her face grew into a wide open smile when she saw Fluttershy. "Fluttershy! I'm so happy to see you! I'm so glad you're OK. I was worried sick!"

Fluttershy rushed from her bed and gave her friend a hug. She started crying. "Twilight, I was so scared. It was so bad. Your horn was.. gone... and you were screaming and.. I was so scared Twilight!"

Twilight sighed. "Shh... It's OK Fluttershy. I'm OK now. I know I was hurt, but I'm all better now. See! Horns back!" Twilight gleefully pointed to her forehead.

"But.. But... How? How did you get better? And how do I know..." Fluttershy stepped back, now looking at Twilight more closely. "How do I know... You're not a changeling?"

Twilight sighed and the smile she wore fell. "That's the thing Fluttershy. I was hoping to put this off for a bit, to talk for a while before I had to tell you this part. But I guess it's now or never. I can prove I'm Twilight at least. Queen Chrysalis used some very powerful magic on me. It kind of hurt a little, but it was also wonderful. Amazing. I'll never experience anything like it ever again." Twilight's eyes grew moist, as though she was sad.

"The magic was intense, and... It changed me Fluttershy. I'm not actually... a pony any more. I'm part of her brood now. I can show you, if you promise not to panic. Please don't panic Fluttershy. Promise me you wont panic?" Twilight looked pleadingly at Fluttershy.

"I.. I promise." Fluttershy held her breath as Twilight took another step back, and was encased in green fire.

The changeling standing in front of Fluttershy did look like Twilight. It had the same square mane cut, and sort of held itself the same way. She also had... A cutie mark. Twilight Sparkle's cutie mark. She looked hesitantly at Fluttershy, as though she was afraid. Fluttershy tried hard not to panic. Not to scream or cry. She almost succeeded, but a week "Meep!" eeked it's way through her lips. The Changeling looked sadly back at her, and then burned into Twilight once again.

"Well... You took that a little better than I expected." Twilight stood quietly, waiting for her friend to say something.

"What... What kind of changeling... What kind of changeling are you now?" Fluttershy was shaken, and wanted to fill the silence with something. So she asked the first question that came to mind.

"Well, It's kind of embarrassing, but the reason the Queen changed me is that she found she could never be immortal. She would one day die." Twilight's voice quieted at this. "So she found me, a really powerful unicorn who was good with magic and science. I'm a Proto-queen. I'm kind of like a princess now. Isn't that funny?" She gave a weak laugh.

"I still get to do whatever she wants, but one day she's going to die. Then it will be up to me to lead the changelings. I'll have to find a replacement for me one day as well! It's kind of strange. None of the changelings that are born can ever be anything other than a worker, soldier, or drone. The only way to get a Queen is through a magic ritual. It seems kind of weird, how could a race survive like that? But changelings have managed so far I guess." Twilight started to get lost in thought, drifting off to silence as she contemplated some new mystery.

"So.. You're not Twilight anymore? You're just... The new queen?"

"No. Nothing like that. I still like books, I still like science, and I still like my friends!" Twilight smiled and walked over to Fluttershy. "I hope they find Spike soon. I'm worried about him. I already miss my library, and I can't wait until the rest of my friends are ready to see me! I'm still Twilight Sparkle, I'm just... Different now." She took a deep breath and let it out. "Very different."

Fluttershy looked her friend up and down. She took a step closer, and wrapped her arms around her friend. "I still love you Twilight."

Twilight smiled. "I know. I can feel it now, remember? It's nice. I like your love. It makes me feel... Happy." Twilight closed her eyes and hugged her tightly back, groaning in pleasure.

Fluttershy let go and gave her a confused look. That sounded and felt... Sexual.

Twilight blushed and stepped back. "Sorry, it's a side effect of being a newly born proto-queen. I'm not supposed to grow to power yet, so excess love is turned into... other things. I'm still getting used to that. I didn't mean to upset you."

"Oh.. Umm.. It's OK." Fluttershy gave her own newly discovered turn on some thought. Certainly getting aroused from love was much more normal than from asphyxiation. She was not about to judge Twilight for that. Not after last night.

"I'm sorry, but I do have to do what the Queen tasks me with. And right now I'm supposed to be convincing you of something. I'm not very convincing aren't I?" Twilight sheepishly tried to change the subject.

Fluttershy's ears dropped as she was lost in thought. "I... I don't know Twilight. I wanted to be a mommy, but not for a few years. And what about Angel? And my animal friends? And it would be so strange. Having all those changelings as my children. They don't even have names. And how would it feel? Would it hurt? What would Rarity think? What would Rainbow think? I just don't know."

Twilight perked up at that. "Well.... I could bring angel here for you, that would be very small. It also wouldn't be a big deal at all to have somepony look after your animal friends. You could give them all names, it's perfectly fine. Queen Chrysalis doesn't because she has more important things to do. I don't think it would hurt, at least we could make sure it doesn't. And as for Rainbow and Rarity, while I'm not sure what they would think right now, I'm sure they would be fine with it once they're ready to see you. Trust me on that. I can help you right now. I'm kind of second in command, so anything you need that isn't against the Queens orders, I can get for you." Twilight looked almost proud and a little shy at that.

Fluttershy looked at her. "And you'd stay with me here? You'd bring Angel Bunny for me and look after my animal friends? And those other ponies wouldn't get hurt?"

"Of course I'd do that for you! What do you mean other ponies?" Twilight inquired.

"Oh nothing. I was just thinking. Queen Chrysalis will... Lay eggs in me right? I don't think I could do that Twilight. She scares me. Wouldn't that hurt? And how will it feel when they come out? The more I think about it the more I get scared. I'm sorry."

Twilight grew a little smile and pulled herself much closer to Fluttershy. Much too close for Fluttershy suddenly. "You know, It doesn't have to be Queen Chrysalis. I can... do it ... too. And if you keep loving me like this, It will be real easy. I can be there for you when they come out if you want. I can make sure it doesn't hurt. I'm really good with magic, and I picked up a few changeling tricks. Want me to show you one?"

Suddenly Fluttershy wanted to back away from her friend. This wasn't quite right. "Twilight, stop. Please. Not like this."

Twilight took a step back and a breath. "Sorry about that. I need a moment to relax. If you hadn't started to fear me right now, I'd have... I'm just gonna stay over her for a second Fluttershy. I was about to be a bad pony."

Fluttershy shuddered. Oh dear. She had made Twilight sad. Poor Twilight. Having to go through all these changes all alone. That was terrible. At the very least Twilight shouldn't be alone. Fluttershy knew Twilight wouldn't have hurt her, she just got a little scared. And right now, Fluttershy needed a hug as badly as Twilight did.

Twilight turned around and watched Fluttershy get closer. She started to back away and then stopped, a look of determination going through her eyes. She started walking towards Fluttershy now. "I'm really sorry Fluttershy. I love you too. I'm sorry." Twilight started to cry as she began casting the spell.

Fluttershy stopped moving when Twilight stopped backing away. She started slowly backpedaling when Twilight started advancing. Maybe Twilight really had needed her space. Well now she was in her corner, terrified again. No. Not this time. This was Twilight, not some scary monster, she was going to stand up and tell her she wasn't ready for this! Not now, maybe not ever! Fluttershy stood up tall just as Twilight finished saying something important, and got wonderfully lightheaded when Twilight touched her horn to Fluttershy's head.

Oooh. What was Twilight doing to her now? Fluttershy felt herself being pulled into a tearful hug. This wasn't bad at all. Here she was being hugged by one of her best friends. One she loved very much. Fluttershy hugged her back tightly, trying to get Twilight to quit crying. Everything was fine, there was nothing to cry about. Twilight's hug tightened, and the crying slowly turned into... something else. Fluttershy didn't mind as Twilight pulled their two hugging bodies to bed.

Fluttershy felt a little heat and noticed Twilight had turned back into a changeling. How odd. Twilight pulled the covers over them both and began kissing her. Fluttershy loved kisses. She kissed Twilight right back, eliciting a strange groan from the mare. She pushed her tongue into Twilight's mouth, and giggled as she got it poked on a fang. She had to be careful about that. Twilight began using her tongue to clean the blood out of Fluttershy's mouth in long greedy slurps, running it up and down the length of Fluttershy's own tongue.

Fluttershy felt something strange pushing into here. Something pushing into her sore private part where that other changeling had buried his face last night. She raised her tail and helped ease it in. Twilight groaned some more and backed off from Fluttershy's face, watching her expression as she inserted herself into the helpless mare. Fluttershy just smiled back at Twilight. She loved Twilight so much. She squirmed as that thing pushed itself deeper. Fluttershy began to be curious. What was it? Twilight was a girl, she didn't have a...

Fluttershy looked down in sudden surprise, seeing a stinger like protrusion from Twilight's crotch. That wasn't normal. This wasn't normal. Realization struck her all at once, and she slipped out of the warm bubbly spell. Eyes opened wide, she looked up at Twilight who was smiling serenely as she continued to push deeper.

"Did you wake up sweetie? I'm sorry. I meant for that to last a bit longer. I'm kind of new at this." Twilight bent down close again, to breathe in the horrified mares face. "I tried to stop myself you know..." Twilight ran her hoof down Fluttershy's wing, carefully stroking it. All the while she kept slowly advancing deeper into Fluttershy, deeper than should have been possible. It was happening in small slow lurches now, inching it's way inside. All the while Twilight smiled. "but you just kept loving me. You didn't stop. Well, I love you too. I love you so much I want you to have my children. And your going to."

Fluttershy couldn't speak. All she could feel was that sick, horrible thing, lurching deeper inside her. With every lurch, Twilight breathed deeply in her face, the sweet lavender smell dripping over her. Fluttershy felt a hoof on her wing. Twilight was petting her. Like an animal. A trapped scared animal. And right now, that's exactly what she felt like.

The thing inside her began to pulse and quiver, and Twilight started to softly grunt. "I'm putting them inside of you now, my children. Our children. Aren't you happy Fluttershy? You will be a great mommy." Twilight bent down to kiss Fluttershy at this. Fluttershy held her mouth shut as Twilight pried at it with her tongue. "Not going to let me inside? Now? When I'm so deep inside you already?" Twilight spasmed at "already" and Fluttershy felt something happening inside her. She could feel it. Something traveling up the length buried in her. It was coming up, being pushed out of Twilight by her quaking body, and into Fluttershy's.

"I'm sorry Fluttershy. I can't fight this. It feels so good. So right. I don't want to hurt you. Just love me. If you love me a little more, I can make the pain go away." Twilight was sweating and grunting more now, Fluttershy helpless as another traveler began its ascent into her womb. She felt the first one pop free, and Twilight gave a low groan into her ear. Fluttershy kept her mouth shut, afraid of what Twilight would do if she opened it. The eggs felt strange in her, like a heavy weight that shouldn't be there. They felt alien, foreign. Fluttershy shuddered.

"I really liked it when Queen Chrysalis did this to me. Maybe it will warm you up." Twilight whispered this in her ear as Fluttershy felt something pressuring beneath her tail. Fluttershy instinctively tightened up her whole body to deny it entry. Twilight moaned. "Oh.. that was good. Do it again" Another egg popped into her, and another started its long journey. Fluttershy was going to have to open her mouth again soon. She was going to have to breathe. She had a flashback to the night before. Maybe she didn't have to quite yet.

Those eggs undulating up her body started to.. feel. The more she held her breath, the more she felt. Each and every movement. Every shudder and hot breath of Twilights blowing over her face. "That's a good girl, just go with it. It'll be better for yououoaaaaah." Twilight popped another egg into her, nearly biting her ear. Fluttershy felt this one as well, the sensation of it falling out, the organ stiffening back up , almost whipping back into shape. It was exciting. The pressure beneath her tail increased again, and once again she fought it. "Oh yes... Oh candied Chrysalis, yes!"

Fluttershy was beginning to feel her lungs burn, and her world was beginning to get distant. She really didn't wan't to open her mouth yet. That feeling from the night before rose within her, and she started to watch as another pony was mercilessly fucked by one of her best friends. The pony wrapped its legs around her friend, all four of them, and began to move its hips. The friend said something, probably encouragement. It didn't matter now. Neither Fluttershy or the other pony could hear her. She watched as the pony lifted it's tail and let that thing inside it, and she watched as her friend smiled hugely apparently very satisfied about something.

Fluttershy watched as the two quivered together, looking at each other, working together for some common goal. Her friend had already been there, over and over, and now it was the yellow pony's turn. She watched as they would gyrate, pump and pull. Then stop for a moment and stare at each other as the dark one would shake and smile. Sometimes she said something sweet. Sometimes she said nothing at all. Then they would get back to work moving their bodies together to some unheard beat. Fluttershy began to disappear, and the other pony began to look desperate. Then it happened.

Fluttershy felt it build almost immediately as though from nowhere and she watched that poor yellow pony try to fly away again. It helplessly beat its wings into the bed and squeezed its friend hard. She saw the friend grin huge now, frantically undulating with the yellow ponies beats, trying to keep up. She felt something wet and squishy happen between the yellow pony and her friend. And then, all at once, Fluttershy felt amazing. And then Fluttershy felt nothing.

Twilight had been concerned when Fluttershy passed out. Not concerned enough to stop, of course. But when Fluttershy started breathing and moaning quietly, Twilight quickly forgot her concern and got back to work. This was almost like that spell, so she was so close to perfection and it kept going on and on. She was so happy to have Fluttershy here to share this with her. To watch Fluttershy reach perfection in her arms. To feel her return the affection with full force. But now she was almost out of eggs. She had pumped that soft yellow pony completely full. The thought made her quiver again. Ooh. Last egg. Breathing hard, Twilight waited for her ovipositor to extract itself from Fluttershy. She closely looked at the unconscious sweaty pony. She might be upset that Twilight did that to her, but she would love the children. And she would eventually forgive Twilight, she was sure of it.

Fluttershy would make a great broodmother. Queen Chrysalis was right. She was always right. Well, except that one thing. Twilight had managed to copy that spell, even if it was terrible compared to the Queens. What other magic could she emulate? While waiting for herself to separate from her friend, Twilight tried something she saw the Queen do occasionally. It was a small spell, but it took a lot of energy. Right now, Twilight had lots of energy. So Twilight's eyes glowed green.

The Defiant
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Competent Villains: Chrysalis

The Defiant

Chapter the Fourth: The Defiant

Rainbow Dash struggled to be free of the green sticky bindings that held her captive. Those stupid changelings had realized how dangerous she was and had webbed her in place. Her hind hooves were webbed to the ground and her front hooves were attached to the ceiling with a strong stretchy web. She could get the web holding her to the roof to stretch and give enough for her to move a little, but as soon as she relaxed it would pull her up straight into a helpless position. She found herself spread like an X, pulled up by the uncomfortably taught bindings. The worst part was that they had glued her wings together as well. Of course the changelings hadn't bothered with that until she had managed to use them to give one a good smack.

She hadn't been tied up at all when they first shoved her into this room. She had been left in the room with a single changeling who tried to explain how a bathroom worked to her. She quickly showed them how stupid of an idea that was when the guards had to rush in to hold her down while the changeling's unconscious body was dragged out. Soon after, she had gotten her front hooves tied to the ceiling when she managed to give one of the changelings a good hoof sandwich. After they had glued her wings together, she would have been proud to say that she managed to get guards moved to the inside of her room as well, but they had glued her mouth shut after she bit one.

She might be captive, but she was not going to go down without a fight. Still, she had been pulling at these bindings for a while now. While she was in pretty good shape, this was pretty tiring, and she didn't seem to be making very good progress. Maybe she had been a little hasty, the princess was biding her time in a cocoon, she could wait for her chance to strike as well. Rainbow's sweating, tired body relaxed and she assumed her strange X position. She sent a cool glare to the guards, just so they would know that she was resting, not giving up.

After a few minutes of staring at the guards she became bored. This sucked. Here she was restrained in some unknown room in the castle while somewhere her friends were probably being tortured. Her thoughts drifted to Fluttershy and she shuddered. Fluttershy was weak and much to kind for her own good sometimes. She probably had no idea how to defend herself. She thought of Twilight, and then quickly forced the thought out of her head. Rainbow had to save them somehow.

Maybe if she could get free then she could quickly fly through the castle looking for rooms like hers, except rooms where the guards were posted outside. Both guards looked exactly the same, as though they had mimicked the same guard. She could just look for guards that looked like hers then. Then she could rush the room as fast as possible and pull her friends out. She might need to beat up a few changelings in the process, but she could manage. She was Rainbow Dash, Avatar of Awesome. First she just needed to break out of these bindings.

A quick attempt at flapping her wings reminded her of exactly how difficult that was going to be. New plan. Maybe she could trick them? They had been pretty stupid... But for now she was trapped and unable to do anything about it. Well, no reason to dwell on why. Rainbow sucked some air through the little hole they had left between her lips and muttered out, "I aunt too alk..." Well that wasn't very cool.

The guards looked at each other, and then one brought its hoof up to knock on the inside of her door. Two swift taps were sent back. The door immediately opened and another changeling stepped in, levitating something. It looked like a small round cage and it was made of the same stuff that held her tightly. The changeling nervously made its way toward her as another stepped in behind it. The next one seemed familiar somehow, and Rainbow got a little excited when she recognized some of her hoofprints on its carapace. It was probably coming back for revenge now that she was trapped.

The nervous changeling stopped just outside of Rainbow's reach and looked back at the one that she had beaten up. The beat up one looked at Rainbow and was consumed by a bright green flame. Rainbow found herself staring at herself, albeit with a black eye and some bruises. "Hey! She's going to free your mouth, and then she is going to put this over it so you can't bite any of us. You will be able to breathe and talk through it. If your cool with this, and you promise not to bite her, shake your head up and down. If you bite her, your going to have to answer to me." The pegasus gave Rainbow a meaningful glare.

Rainbow dash could respect that. The other pony just wanted to keep her friend safe. But still, she was a changeling. Maybe the green thing was going to keep her from breathing... Well, there's no way it was worse than what she already had. And of course she was cool, who did this changeling think she was? Not breaking eye contact with her double, Rainbow slowly moved her head up and down. Maybe she could get her other bindings taken off, too. Then she could make her escape and save her friends.

The timid changeling moved closer, and brought her face up to Rainbow's, blocking Rainbow's view of her double. Rainbow was mildly upset about this, she had wanted to keep staring at herself and intimidating the changeling. The one blocking her view moved its head closer and shut its eyes. This was weird. Why was it so close to her? Rainbow made a confused grunt and pulled her head back away from it. "You have to let her get in close if you want your mouth free. We have to dissolve the cement with our saliva."

Rainbow slowly relaxed. So she wasn't going to bite her at least. But what was saliva? Must be some kind of changeling only magic. She was sure she had heard that word somewhere. Maybe in a Daring Do book? Or was it a biology class she slept through? Rainbow wasn't one to get lost in thought, and instead studied the changeling leaning in close to her with its eyes squinted shut. Almost as if it was going to kiss her. It sure didn't look happy about this. Well she wasn't happy about this either, so that changeling would just have to deal with it.

Rainbow made a small noise of protest when the changelings tongue flicked across her lips. Rainbow felt a warm wet tingle across her her sensitive mouth. Eew. This thing was slobbering all over her. "MMMph!!" Rainbow jerked her head back again and the changeling quickly skittered away, looking sheepishly between the beat up clone of Rainbow and the real thing. It seemed to be deciding who was scarier.

"Look, if you aren't going to cooperate then my friend and I will go back out the door and you can live with your mouth glued shut. Do you want that?" The black eyed clone was not amused by Rainbows reaction, and kept her voice very serious.

Rainbow sighed. Whatever. It probably wasn't the grossest thing she'd done. Probably. She shook her head side to side. The timid changeling moved back in and brought herself up to Rainbows face. This time she didn't close her eyes, and Rainbow glared at the thing to remind it of exactly whose lips it was licking. The slimy tongue stretched from the creatures mouth and tentatively began stroking her lips.

Rainbow grumbled, but didn't jerk away keeping her eyes glued on terrified changeling. The sticky goo from the changeling's tongue began to warm up around her face and bubbled where it met the concrete gum holding her mouth shut. Rainbow felt her lips slowly becoming loose and began to move them around to exercise the tired muscles, stretching them in and out. The changelings eyes went wide as it continued it's softening ministrations. Quickly, Rainbow relaxed her mouth and blushed, realizing what the changeling had saw and felt. She sheepishly avoided eye contact with it as it began to work its tongue between her lips and gums, trying to get the last of the concrete.

That was not cool. She was not supposed to kiss a changeling. Rainbow swiftly considered her options for recovering from this. She didn't want to bite it, considering that's what got her a serious case of "Cement Mouth" in the first place. Well, there was something she could do. But she needed her mouth for it. She put the thought on hold as the warm syrupy saliva started to trickle down her throat.

Eeew! Stay cool, stay cool! She couldn't let them know this was freaking her out. It was sticking to the back of her tongue, and coated her mouth inside and out now. An itch to cough or hack rose in her, but she had to stay cool. Rainbow shuddered as she realized that left her one available option. She took a deep breath through her nose, closed her eyes, and gulped. Rainbow felt the changeling back away from her mouth, so she gathered up as much of the sticky tingling residue as she could, and took another gulp.

Success! She had removed the irritant and the changelings were none the wiser. She felt a huge cocky grin cover her face, and then opened her eyes to see two very shocked changelings staring at her. Oh buck it. They had seen it, and now she was smiling like she was a fox in Fluttershy's chicken coop. Quick as ever, she fell on her original plan for recovering from her earlier mistake of kissing: Insult the changelings.

"I bet you liked that, you dirty mother..." Rainbows smile fell and her voice died out as her mind caught up to her mouth. That was the wrong insult. Exactly the wrong insult.

Both changelings looked at each other in confusion, and then the one who had been shoving its tongue all over her face quickly trotted out the door, taking the small green cage with it. It seemed to quicken its pace as it approached the door, its portal away from the terrifying and strange pegasus.

"Now I get it!" The beat up Rainbow Dash smiled at an epiphany. "We've been going about this all the wrong way! I'm gonna have to change the plan on how to treat you, but I don't think you'll mind." A wicked grin crossed her face and Rainbow Dash's face paled. She had really bucked this up.

At first Rainbow had been confused. The changeling had left her alone as soon as it made its declaration. She had been left with two guards who wouldn't respond to her verbal insults. She took to glaring at them, hopefully defiantly. She wasn't sure how defiant she looked right now, spread open like a book and wrapped up like a present, but she was trying. Soon, her double returned carrying an empty bucket. Then it left again. What was it up to? Why did it bring a bucket? Her questions were quickly doubled when it brought back another bucket. This time it stayed to talk.

"I wasn't sure where to start at first, but I've asked around. It seems the most important thing about this sort of relationship is trust. So we're going to work on that. You don't trust me, I don't trust you. I'm going to build my trust in you while you build your trust in me. It should be pretty easy." The changeling seemed quite happy about this. "If we keep it up, we can eventually get rid of your bindings." She winked at Rainbow Dash with her good eye.

Rainbow wasn't sure what she meant exactly by relationship, but she had a clue. She did not like her clue. Still, this was a chance to get her bindings off. And it wasn't like she hadn't done any weird things before. Admittedly she was usually drunk, but that didn't change the fact it had happened. The changeling seemed excited about this and her legs hurt pretty bad now. Her wings felt like they were going to fall off. She could play some stupid mental game for a little bit if it meant she could free herself. "Whatever. Just get on with it, I don't like waiting for things."

"Well, yeah. But first I am going to blindfold you. Now close your eyes..." The changeling was levitating some strange goop. It looked like more of that stuff that had been used on her lips. How was she even lifting it as a pegasus? Rainbow did not think this was O.K.

"No way! Get that stuff away from me. I just got that out of my mouth, it's gross. I do not want it over my eyes. You're just going to use that as an excuse to slobber all over my face."

Rainbow's double grinned and leaned forward, spreading her wings as the goop levitated up next to her. "You wanna do this hard way? We can do this the hard way!" She then launched herself at Rainbow.

Rainbow got into her karate fighting stance, only to be quickly reminded that she couldn't move at all. The mad clone was rapidly approaching, and Rainbow could do nothing to stop her. Rainbow had been in more than her share of crashes, so she did the best she could to prepare herself for the impact. Relax her muscles, tense her stomach, close her eyes, and tuck her chin. Instead of an impact, Rainbow got two wet splats. One over each closed eye, followed by an amused laugh.

That dirty little..."You cheated! That doesn't count!"

"Fine, it doesn't count. Why don't you open your eyes and lets try again. Oh wait." Rainbow could hear the clone rolling on the floor as she laughed. She was probably kicking her legs, too. "Oh you should have seen the look on your face when you figured it out. You can't now!" Rainbows face flushed. This stupid arrogant clone was mocking her! As soon as she got out she was gonna give her a piece of her mind. Again.

"Oh yeah, How is this supposed to make me trust you? All you did was make me angry! It doesn't count if you trick me, I just trust you less now." That made sense. Rainbow figured if the changeling really wanted her trust, she'd have to take the blindfold off.

After a few seconds of dying laughter, rainbow heard the changeling quietly get up on all fours and walk closer to her. It sounded like she walked around her in a full circle once. Rainbow tried to have her face follow where she thought the changeling was, quickly whipping it around when the changeling walked behind her. The changeling stopped in front of Rainbow and quietly told her why, exactly, it was indeed about trust.

"I told you I was going to blindfold you. And I did. I told you to close your eyes, and you did. I am not going to lie to you. Everything I tell you will happen. It will happen one way or another. You could have just closed your eyes and I'd have put the blindfold on. Then I wouldn't have laughed at you and we would be on to something more pleasant. But instead you tried to make me a liar! How can I get you to trust a liar? So I had to laugh at you, make fun of you, to punish you. This was the first lesson on building trust." The changeling finished quiet, but confident.

Rainbow didn't know what to feel. Ashamed? Humiliated? She certainly wasn't feeling awesome right now, she could definitely cross that off her list. Angry. Yeah, she could feel angry. "You can't make me do stuff! I do what I want, when I want." That made her feel a little better. At least she could still talk tough, even if she could no longer glare at the changeling.

"Well. We'll see about that. But for now, lets move on to something more pleasant. You've been tied up like that a long time. Your muscles are probably pretty sore. Do you want a chance to exercise them some?" The changelings tone turned sweet, as though it was offering to do her a favor. No way was that happening now.

"I'm fine. I could do this all day." Rainbow managed a confident smile, even though her insides were screaming. Why didn't she take that offer? She needed it. Too late now, she had to maintain her poise.

"I know. You have been. And most of the night. Well, should you need anything, I'll be right here. Anything at all, just ask for it and I'll consider if you deserve it or not." The changeling waited for Rainbow's response.

"Naah. I'm good." She wasn't going to play that changeling's game.

"That's just O.K. with me. I'm going to try to get a little rest so you might have to wake me up. It's quite late." The changeling made a noise as if it was laying down, leaving Dash to silence.

What kind of game was this? She talked real big and got excited over a silly game and then she didn't do anything but blindfold Dash and leave her hanging? Literally hanging? Dash's muscles reminded her of the pain she was in right now. They screamed for movement. Being in such good shape didn't help, she felt the burning up and down her legs. Her wing might be going numb. How long had she been like this? She had heard stories of pegasi that lost their wings because they never got a chance to move them. Of course, they were usually stupid pegasi that got trapped in some tree or monsters trap... And here she was. Caught in a monsters trap, unable to move her wing.

Dash gulped. She could handle losing a leg. It wouldn't be fun, but she could fly just as fast, possibly even faster. But a wing? She could never fly again. What should she do. Obviously the changeling wanted her to ask for help. She put a little pressure on her wings with no success. Maybe she wasn't trying hard enough. Dash pushed her wings as hard as she could, feeling the rush as blood flowed into and out of them. Straining, she heard a pop. Her wings burned now, it felt like fire was running through her veins. Her left one felt strangely limp. Not good.

"Hey... Are you still awake?"

"Of course. It's only been a minute. Lonely?"

"No... Just checking."

Dash felt her wing trying to explode, pulsing harder and harder. Oh, why had she pushed it like that. Stupid. Stupid. Stupid. Dash sighed. She had to do this. Her wing was more important than her pride.

"Umm. I've kinda got a problem."

"Have to use the little filly's room?"

"...Yeah! That's it. So just let me down from here and I'll walk over to the bathroom and then you can tie me back up and get back to sleep." Dash felt like an idiot. Why hadn't she thought of this before? It was so easy.

"Your a laugh, Rainbow Dash... I'll get the bucket." Dash heard the changeling get up and walk to the door where it had stashed those two buckets earlier. While the bucket was distressing, she didn't have time to worry about this whole bucket thing right now, her wing was DYING!

"Hey.. I lied. It's my wing. It's... dying. Please. I need to move it, I popped something and it hurts now. Really bad." Dash quit all forms of evading the subject. This was much too important.

"I knew that. I watched you pop it out of place. I was curious what you would tell me. And now you lied to me Rainbow. I'm going to have to punish you for that later you know." The changeling sounded almost sad about this.

"I'm sorry! Please just help my wing!" Dash could feel it. It was building. It had probably popped in the way of a vein or artery or something. She wasn't too smart about biology, but she knew that blocked blood was bad. Real bad.

"Just hold still for a second. I'm going to loosen the bindings on your wings. Don't try to hit me with them please." Dash heard the bucket get set down next to her, and then felt some relief for her still good wing. She tried to move the hurting wing, but the only reward she got was more pain.

"It didn't work, It still hurts." Dash felt something wet leaking down her face from under the blindfold. She must be sweating.

"Hold still, I'll pop it back into place. This will hurt for a second but then your wing will feel better." Dash felt hooves on her wing and stopped struggling. She felt a strong, sharp pain jolt up her wing and let out her lungs in a pained cry. Her eyes were really sweating from under her blindfold. Then a slow throb spread through her wing as blood returned. Dash felt the changeling running her hooves up and down the wing, helping blood get back in it. The warm flow of gentle fire felt nice. It hurt, sure, but the relief that came with the pain was amazing.

Dash sighed and relaxed a bit. She gently flapped her wings as the changeling kept her tranquilizing hooves firmly maneuvering the maze of feathers and flesh that composed her wings. She felt the changeling move its head up behind hers, to talk in her ear. Dash let out a low moan as the changeling's hooves hit a particularly tender and sore spot. "Do you like that?"

"No..." Dash sighed. No way in Tarterus was she going to admit to liking this.

"That's another lie Dash. Two in a row. I'm going to have to punish you for that one right now." Dash felt the changelings hooves tackle another knot of muscle, working their way into the flesh. She felt them push deep and move the pain around, spreading that warm fire all over her wing. It felt amazing, the relief from being unable to move all day mixing with the burning sensation of blood and nerves.

The changeling backed away, taking her hooves off of Dash's back. Suddenly, the bindings on Dash's wings tightened and pulled them back into their earlier position. Dash gently tried to test the bindings, but with the little force she put in there was no movement. She didn't want to risk more force. The changeling quietly walked around to the front of her, and Dash didn't pull away as she felt a gentle hoof on her face wiping away the drying tears. "That is your punishment for the second lie."

"It's.. fine. I was better anyway. Uhh... Thanks." Dash chose her words carefully this time.

"Better... Now lets move on to the first punishment. You told me you needed to use the restroom to cover up some other problem. I know you can't see it, but the bucket is here now."

"I'm not sure I like this bucket thing. Do you mean what I think you mean?" Dash really didn't like where this was going.

"Well, if you think that I'm going to make you pee in a bucket while I watch, then yes. You are and I am."

This was bad. Dash had never much liked the thought of doing this in front of other ponies. It made her feel weak, and she was not weak. And she didn't have to go. How long was this changeling going to stand there and watch her do nothing over a bucket? Why was this changeling so... weird? "I don't really... have to go right now. You know. Go pee."

"Hey, that's your problem not mine... But I can help you with it. When's the last time you had something to drink? You must be really thirsty!"

"I don't remember..." Dash could honestly say this. It was sometime before the wedding ceremony. And it was likely alcoholic.

"Well we should really fix that. I sometimes forget that about you ponies. You need to eat food and drink water. How inconvenient. I had a different plan for this other bucket, but it will work for water, too." Dash heard the changeling pick up a bucket and walk to the bathroom. Dash quickly decided to see if she could do her business while the creepy thing was gone. No luck. She heard water running in the bathroom as the changeling turned on the shower. Still no luck. And then she heard the changeling come back.

"Why are you so flushed? Embarrassed?"

Rainbow was once again glad she could answer truthfully, and deadpanned "Yes. Yes I am."

"Whatever you say. But now I see a different problem. You can't drink from the bucket unless I release you from your bindings, but you don't deserve to be released yet." The changeling sounded curious.

Maybe Dash could run with this. "Well, if I don't drink then I'll die. Ponies need water. So you have to let me loose, at least a little, to drink." Dash was more careful this time. The changeling had made it clear it wasn't going to let her go, but even a little loosening of the bindings that held her had to be better than the current state she was in.

"Not gonna happen. You're being punished right now, not rewarded. At least, I'm not going to reward you with loosening your web right now." The changeling paused for a moment and suddenly sounded excited again. "I've got it! A trust game. I can take a mouth full of water and give it to you myself, and you don't bite me. How does that sound?"

"Awful." Dash was getting better at this truth thing.

"Please try not to be like that. You do need water and this is perfect trust practice. It's gentle and not painful at all. Unless you want something more painful?"

"I don't want anything that hurts." This was getting easier. She'd be out by morning at this rate. Of course she still had to deal with this crazy changeling trying to feed her water like a bird feeding it's chicks. She didn't like the idea of swallowing anything from this changelings mouth.

"It'll be just like my friend earlier today. And I remember how excited you got over that." Right. Another weird thing she had already done. Rainbow Dash, Queen of Weird Things. And after this was done she was going to pee in a bucket. She wished she had something alcoholic to drink.

"Just kill me. It'll be faster."

"I am not going to kill you." The thing sounded angry now." I've put this much work into you already, you are going to do this. And you know what? You are going to ask me to. I'm not letting you drink anything until you ask me for it."

Was this thing serious? There was no way Rainbow Dash was going to ask to be mouth watered like a vegetable in a hospital. "I'm gonna save you some time. I'm not gonna ask for that."

"Oh really?" The voice was smug, as though it knew something she didn't. "You sure? You remember just a few minutes ago right? The whole reason we are doing this thing right now? Your wing got hurt, didn't it?"

Rainbow Dash was silent.

"Do you remember how it was held tightly and you struggled? How the blood flow was blocked? You know blood is made of water, right? You know that I tightened your bindings. It was the other punishment you brought upon yourself for lying to me. Your wings are bound tighter than before, and you're dehydrated. Every minute you wait you get more thirsty. By this time tomorrow your blood will be flowing like pudding if you don't get anything to drink. But long before that happens, you will feel it build up in your wing. The same pain, the same horrible feeling you just had minutes ago. And if nothing changes, your wing will die before you do. How will you hold up then, Rainbow Dash?" The changeling stepped back from her, done lecturing.

Rainbow heard the changeling lay down, and a voice called out," If you need me, I'll be right here asleep or watching you."

Dash was an athlete. She knew how important water was to her body. She knew that the changeling hadn't lied to her. This was going to be a very long night.

Dash didn't know what time it was. She did know she was thirsty. The changeling hadn't been wrong about her wings either. They hurt. Bad. She thought that maybe she was beginning to hallucinate. She could swear she heard Twilight and Fluttershy some time ago. But now all she was hallucinating was silence and aches. Her thoughts kept drifting back to her friends. How could she save them like this? Her escape plan wasn't going very well. She heard the door open.

"And how are you doing today?" Dash recognized that voice. She would never forget it. Not after Twilight. Was she hallucinating again?

"Just fine, your majesty."

"She doesn't look fine..."

"She's just adjusting your Majesty. I had to change tactics after she damaged four workers, myself included. She is getting better, though."

"And why does she have a bucket under her?"

"To pee in of course!"

"I.. see. And the other bucket that's full of water?"

"She can have a drink of it when she wants to, Your Majesty."

"And yet she seems to be thirsty. Dangerously so."

"She hasn't asked yet."

"Ah." There was a pause.

"I was going to let Twilight come visit after her recent success. But I think it would be best if she didn't see this quite yet. Are you sure you do not need any help? I could... Intervene."

"Oh, it's fine, Your Majesty. She will ask me soon. I can tell."

"Right then. I'll just... go. But, really, if you need help then ask."

"No, It's all going to my plan, Your Majesty."

"You know I am trusting you with this. And you know what will happen if you fail me. Don't."

"Of.. Of course, Your Majesty."

Rainbow Dash heard the door shut followed by a sigh of relief.

"I know you aren't, but you should be thankful. Her Majesty's intervention would have likely been... even more unpleasant."

Rainbow Dash slowly formed her thoughts into something coherent as she digested the information she just heard. "What... What.. do you.. mean? I'm not going to... ask. I'm ... not gonna... give up." Her voiced rasped out of her dry throat, nothing like her melodic clone.

"I'm a changeling. I can feel your emotions. You were just emanating love. Love for your friends. You want to save them. But right now you can't. If you let your wings fall off, you won't be able to escape to save them. If you die, they will never see you again. The only way you can save your friends is to ask me to water you, so you will."

Dash let her head fall down again, limp on her neck as she thought about this. The changeling was right. This was exactly what she had been thinking. Here she was again, doing something stupid because of her pride. Her wings ached. Her throat was dry. Even her eyes itched under the horrible blindfold she wore. This was stupid. She was being stupid. Dash raised her head and pointed it at where she thought the changeling was sitting. She could at least pretend to look her in the eye.

"Water... me..."

"You have to ask me, not tell me, remember?"

"Please.. water.. Please..." Dash was getting desperate. She felt like she was really going to die now that her thoughts were returning to her thirst.

"Good enough. Here we go. Remember the deal, no biting, or I'm going to punish you worse." Dash didn't think this could get any worse. She was humiliated and begging for her life. Begging to get a mouthful of water from a changeling. Worse? Dash didn't bother to think about it.

She felt something wet against her lips, and Dash opened her mouth. She felt lips press inside her mouth, and part open releasing a flow of warm life saving fluid that filled her mouth. Some leaked out her lips, and she managed to get some down her throat. It was like the liquid gift of the gods, an ambrosia to her parched tissue. Everywhere it touched it soothed and relaxed. And all too soon, the gift giving lips pulled out of her own.

"You didn't keep much down. Want another?"

"Yes..."

"I have an idea. Just go with it." She sounded gentle.

This time she heard the gentle flap of wings after a greedy slurp as the creature climbed above her. She felt it's hooves take her head and tilt it back, and then felt the wet delicious flesh once more, this time pouring its gift down her throat. It's tongue wandered a moment after, lingering, tasting her dried flesh. Then the creature broke the kiss and floated gently to the ground.

"Was that better?"

"Yes.." Why did it keep talking? Dash needed water. "Please... more..."

"Sure. Keep asking, and I'll keep giving. That's all you had to do Rainbow. Just ask."

Dash felt her mouth being invaded once more, and this time she tried to seal her lips around it, keeping the precious draught of water in her mouth as she greedily gulped. Once again, the changelings tongue wandered around, testing the firmness of her flesh. Then the changeling pulled back, breaking their union.

"Please..."

Wordlessly, the changeling complied, bringing another heavy mouth of water to Dash's. Another desperate gulp, a few moments of a lingering kiss and a wandering tongue, and then,"Please... more." The cycle repeated. Three, four, more times. Dash and the changeling both lost count, each too lost in the act itself to bother counting. Eventually, Dash didn't ask and the changeling stopped. The air was filled with heavy breathing as Dash's body got to work converting water into life.

"That wasn't so bad now, was it?"

"No..."

"I enjoyed it too. But the important thing is that you learned something. Can you tell me what it was?"

What did that stupid changeling want now? Did she want Dash to tell her how pathetic she was? To tell her that she needed water like any other normal living thing? That the changeling could tongue Dash up and she wouldn't resist? Dash decided it was safer to not answer.

"I'll help. You need to ask me if you need anything. I'll help if I think it's O.K. I honestly don't want you to get hurt if we can avoid it. You almost died out of stupid pride. Please don't do that, nopony wants that. Not me, not you, and not your friends."

"Yeah. Sure. Don't die. Got it." Rainbow Dash felt herself get embarrassed. She was being such an idiot. Suddenly she felt her doppelganger raise up and press up against her body, wrapping its arms around her. It pulled her into a hug and rested it's head on her shoulder.

"What else do you need, Rainbow Dash? You have been a good filly today. You've earned something. Do you want me to stretch your wings again?" Rainbow heard the thing talk in a soft low version of her voice, as though she was offering something completely different than a wing stretch. The changeling idly ran it's hoof up and down her back, helping to keep it balanced in this strange position. Rainbow couldn't even feel her wings anymore, but she felt her body temperature rise. She should get this thing off of her. Now.

"Yeah... my wings. Lets stretch em."

"Don't you remember? You have to ask!" The changeling giggled on her shoulder.

"Oh.. Please help me stretch my wings?" Rainbow asked with a hint of confusion.

The weight and heat lifted off of Dash's tired body as the changeling picked itself off of her and walked around to her back. Dash didn't bother following her with her head, she knew what was going to happen. She felt the changeling run its hoof up and down the glue that held her wings shut, and slowly her wings fell apart, one drifting to each side of her body. She gave them an experimental flap. Nothing.

"Hey... I can't move my wings. That's a bad sign." Rainbow stayed strangely calm. She figured she was just out of emotion. Losing her wings should be more stressful. Now, however, she was cool. Calm, collected, all together. After being humiliated, violated, and broken down completely, she was cool. How odd.

"I still feel some life in them. I'm going to massage them and see if I can get the blood pumping."

"Sure. Whatever." Rainbow pondered life without wings. No more races, no more clouds, no more stunts. That sounded terrible. Of course that's what her life looked like now, stuck as a prisoner to this control freak of a changeling. Maybe that was why she wasn't panicking. Maybe it was just too big a shock for her to process. That was probably it. She had heard of that before, big shocks like that just getting no emotional response. That was probably what was happening.

The changeling put one hoof at the base of each of her wings, and then stretched up. Rainbow Dash felt her wings light on fire. The pain was excruciating. She grit her teeth and screamed through her closed mouth.

"I'm guessing that worked. This might take a while. Please try to bear it."

Rainbow Dash only mumbled through her still clenched mouth. "Mhm"

The hot, burning sensation that followed in the wake of the changelings hooves turned into a warm tingly feeling. The hooves moved in circles and occasionally traced paths leaving first a burning pain, and then a warm pleasant relief. Rainbow felt her eyes began to sweat. No. She wasn't going to lie to herself. She was crying. This hurt. A particularly heavy section on her left wing got feeling back with the same rolling pain that covered the rest of her wing, and she was immediately gifted with a euphoric feeling as the pain melted away.

With the pain, came pleasure. Every part of her wing felt warm and tingly now, and those hooves were working there way into knotted muscles and tangled nerves. The changeling pushed deep, feeling her way around and through Rainbow Dash's tissue. That was amazing. Rainbow's muffled grunts turned into relaxed moans as knot after knot of tangled flesh was oh so carefully released.

"Tell me Rainbow, does it feel good?"

Rainbow bit her lip, and kept silent. She didn't want her wings to be tied back up. Not again. Not after this.

"You've been so good today, don't blow it now... Just tell me." The changeling had raised its body to whisper in her ear again, and its hooves were still pushing down on her wings, working new, previously unnoticed unnoticed muscles in an amazing dance of discovery and release.

Buck it. She did not want to be tied up. Not now. "Yesss..." Rainbow pushed out the traitorous word through clenched teeth, and felt the changeling alter the tempo. She felt the changeling let go of her wings and raise her hooves up to Rainbow's own, mirroring her strange X pose and pushing her body tightly against Rainbow's back. She felt the binds holding her hooves straight up in the air relax, and the changeling slowly lowered Rainbow's exhausted body to a more natural pose. Rainbow felt muscles and tendons bend, maybe something popped. It all felt so good, so wonderful. Her blood flow began to return to her whole body and she moaned something incomprehensible in relief."MmheOhhmmmoo...."

"Such a good filly. You get a reward. Isn't this nice? Standing like a normal pony again? It's been over a day for you tied up like that." The Changeling was squirming on her back, it's warm heavy weight almost comforting. It pulled soft strokes across her body, a gentle reprieve from the nightmare she'd been having. Rainbow rolled her muscles and stretched them, pushing and pulling, dipping and bobbing.

"Oh yes.. This is so much better." Horsefeathers. Did she just say that out loud?

"You really are a good filly. I'll tell you what. I'm not going to cut this web from you, not yet, but I can make it relax, and give you a chance to relax as well. How does that sound?" The changeling ran her hoof across Rainbow Dash's underbelly. Weird, but not out of character for the crazy changeling.

Rainbow dash didn't have to think too hard. This was one step closer to being free! "Good... Real good."

The changeling began to nibble her ear. Rainbow flicked it in annoyance. Another nibble. Another flick. Dash suddenly realized what this looked like. Here she was, groaning and stretching, while the changeling was riding her back and using its mouth to play with her ear. Rainbow tensed up, and stopped stretching. "Are we done already? I thought you might want to enjoy this for a little longer. I'm certainly enjoying it." Rainbow felt the changeling gently blow hot air into her ear.

"Umm.. Hey. This is great and all, but your kind of freaking me out. It's like your mounting me or something weird." Might as well be honest about this. She seemed to appreciate that and it would be the easiest way to address it.

"Rainbow Dash, that is because I am mounting you." The changeling thrust her hips against Dash's tail. Dash quickly tucked her tail in tightly, but otherwise stayed rigid. "And I'm going to let you in on a secret." Dash felt the changeling give a more gentle thrust, this time softly rubbing her underside against Dash's flank. "One of these days, I'm going to look over at those guards and I'm going to mimic one while we are like this, with me on you." Another soft, pointless thrust. "And then I am going to buck your flank harder than it's ever been."Thrust. "...And the best part, Rainbow Dash?" Rainbow felt her push again, this time feeling something warm and sticky dribbling down her leg. The changeling relaxed, melting into her back. "The best part is that you are going to let me."

Had she just been raped? The changeling was obviously done with it's fun, it had settled into her back, relaxing once again. Rainbow stood stock still, processing what had just transpired. The changeling had saved her wings. Then she helped stretch them. Then she let Rainbow down. Rainbow had stretched, while the changeling had been fantasizing about her on her back. And the changeling came while explaining her fantasy to Rainbow out loud. Rainbow didn't feel like she was physically raped, more like the changeling had masturbated... while on her. She felt a little humiliated if anything. Freaky weird crazy changeling.

Rainbow had been with another mare or two before. That prospect wasn't new to her. Heck, she might even prefer that. But changelings were weird. And she was finding them weirder every second. She had to get out of here. She had to save her friends. This was quickly getting out of hoof.

"Let's take a nap, Rainbow. I don't think you slept last night at all, and I had a difficult time watching you slowly dehydrate. I am tired now, and you need rest. This is a good opportunity for us to do so." The changeling yawned into Rainbow's mane, talking as if she didn't just inform Rainbow of her plans to "Buck her harder than ever" while grinding against Rainbow's flank.

Rainbows brain was overworked and under nourished, starved of food, water, sleep and sanity. The changelings advice could at least get one of these out of the way. She slowly lowered herself to the ground, her aching muscles groaning in protest. She put her head down on her hooves only to black out in moments.

A growling stomach woke Rainbow up, the hunger filling her body where there once was nothing. She opened her eyes to find herself on the floor with something on her back. She opened her eyes again. Her location hadn't changed, but she still couldn't see. It felt like a pony on her back. Maybe the pony turned out the lights. "Hey..." She started as her memories returned.

"Good morning." The voice sounded different. It no longer sounded like her own. The body on her felt firm, as though instead of having fur on skin it was fur on something... stiffer. A yawn came from the creature. "My you are a heavy sleeper. You've been asleep for a long time. I'm afraid you have to go back to your "position" now, though. You make such a wonderful pillow." Dash panicked. She wasn't ready to get strung up again, she just woke up!

"Hey! Can I take some time to stretch out first? I just woke up..." Dash felt her hooves being slowly pulled back up into that unnatural position.

"No can do. I have plans for today, and you need to be up for them."

Dash really didn't want to go back to feeling trapped like that again. She just woke up! She liked being able to move. She felt a familiar pressure in her lower abdomen. Maybe she could bargain? "What if... What if I do something... for you?" Dash felt her body heat up at the thought, and she closed her eyes tightly under the blindfold. Her hooves stopped raising up, and the changeling let out a soft sigh in her ear.

"What exactly do you have in mind?"

Dash was feeling strange. Was she really going to do this? Trade a little of her pride for some physical freedom? She thought about her numb wings and numb emotions from yesterday. Yeah. She was. It was too important that she not end up like that, some emotionless train wreck that couldn't fly. She had to save her friends, and that meant doing everything she could to keep her wings and mind working properly. Even if it was embarrassing. "I'll... pee in the bucket."

The changeling giggled in her ear. "Rainbow dash, you are already going to pee in that bucket. I said you would. You have to give me something new."

"I'll do it... right now. No waiting, no weird games. I'll just lift my tail and squat. You can even stay on top of me if you want." Rainbow hoped she would agree. Having the changeling take something on Rainbow's terms would be a nice change of pace, even if it was something weird and embarrassing.

"Mmmm... This is a little thing you are giving me, so I'll have to give you something small in return... Deal! But I'm still going to tighten your bindings back up after a while, I'll just give you some more time to stretch yourself out before we begin for today." Rainbow Dash heard the bucket slide underneath her guided by magic. The changeling cooed, "I'm ready when you are, hot shot."

Dash snorted. Freaky changeling. She lifted her tail out of the way, and lowered the back half of her body partway down. "You're really going to do it, you dirty pegasus. Your really going to relieve yourself in a bucket, not only while I'm watching, but while I'm riding you? And you even asked! I didn't even tell you to ask for this one. You ponies are so strange..." Dash tried to ignore the changelings rambling, but on some level she realized the changeling was right. She had asked for this.

Dash took a deep breath, and relaxed. That pressure in her lower abdomen slowly began to move, and she felt the hot wet liquid come pouring out of her. She could feel the wave of relief wash over her as the pain went away. The changeling had wrapped it's hooves tightly around her and was pushing its body firmly into hers, pushing the warm and soft flesh of its underbelly all up Rainbows back. It started to gently rock back and forth. Rainbow blushed and kept the warm stream flowing out of her. The release did feel pretty good. She was surprised at how easy this actually was, how disturbingly natural it felt. Dash felt the changeling on her back grow warm, and she simply waited.

Dash waited for her bladder to finish emptying. She waited for the shame of what she was doing to catch up to her. She waited for the changeling to finish having fun on her again. She waited for a chance to escape, a chance to see her friends. She waited, and two of her hopes were realized as the changeling tightened it's grip on her and squeezed the last few drops of warm fluid out of her abdomen with its convulsion. She felt the changeling relax, it's breath slowing and letting its hooves fall freely and dangle at Dash's sides. The changeling slowly slid itself off her back. Dash tried to ignore the warm dribble that oozed around her tail, and into the valley beneath.

"So was that good? Can I stretch now?" Dash felt hopeful. The changeling obviously enjoyed Dash's little display, and it had promised she would get some time.

"Oh that was very good. It was delightful! Of course you can stretch. I'll just take this bucket and dump it out. Then I'll go and get some food for you, you sounded hungry this morning. Do you mind if I leave you alone for a while? If you pull on the webbing too hard, it will snap back into place. Be careful." Dash heard the changeling pick up the bucket and begin walking towards the bathroom. Success! She was awesome! Now she just had to wait for the changeling to leave so she could escape.

Dash began her morning exercises, all the while patiently waiting for her crazy captor to leave. First she flared her wings, then she touched her hooves together. Next was some very slow jumping jacks, she was being careful to not pull too hard. She heard the changeling dumping her waste into the bathroom. Dash tried some very easy hovering, giving her wings a real flap. She was rewarded by a gentle gust of wind and the feeling of the ground leaving her hooves. Slowly raising in the air, Dash listened. She heard the changeling walk to the door, and then step through, shutting it.

Dash wasted no time. As soon as the door shut, she dropped to the ground to make ready her escape. Only to find that she had completely misjudged the distance to the ground. The ground didn't come when she expected it, it actually came a moment after. She must have hovered higher than she thought and with no vision to correct her descent, she ended up nose first in the hard cold floor. Dash groaned. That hurt.

The first thing she had to do was get the stupid blindfold off her. She tried prying it with her hooves and licking it with her tongue. Next she tried dipping her head in the bucket of water she found nearby. All that did was get her wet. It looked like she couldn't get it off herself. That meant she had to get the changeling to take it off. The changeling had put it on so that Rainbow would have to trust her with everything and the only way the changeling would take it off would be after all the trust games were over. She wasn't going to get the blindfold off until she trusted the changeling, and the changeling trusted her. Or until the changeling thought she trusted it and it trusted her.

What would she have to do to get the changeling to trust her? Dash tried to pool her information on the changeling. It seemed to be taking care of her in its own strange way. It had been pretty protective of its friend the other day. It could talk to its queen, and its Queen even seemed to trust it. It had done some bad things to her, but it never actually hurt her. She had beaten it up. It was a complete and total freak, getting off on weird things. It had not lied to her yet. And it wasn't shy at all.

Dash let out a mental groan as she realized that gaining the changelings trust was likely to be humiliating. She would have to do weird things again, probably a lot more of them. She would have to pretend to be nice to other changelings. She might even have to pretend to be nice to The Queen. But she wasn't going to give up. Dash steeled herself and rallied her thoughts. She was Rainbow Dash! Element of Loyalty and friend to anypony that needed her. And right now her friends needed her. She had to do this, not for herself, but for them.

Her mind quickly drifted to the changelings verbal fantasizing from yesterday. She could do that. She didn't want to, but she could do anything to save her friends. Even let a changeling buck her flank. Rainbow felt her determination falter for just a second. This was going to be a rough day.

The changeling came back to the room as Rainbow was trying to use the water left in the bucket to wash herself down. Rainbow wasn't prissy by any means, but spending all day covered in dry sweat and changeling spunk didn't appeal to her. Right now she was somewhere between wet changeling spunk, and no changeling spunk.

"Naughty girl. Were you helping yourself to water while I was gone? Trying to avoid our little kisses?" The changeling set something down and sweetly accused Dash of what she would no doubt call cheating.

"Actually, I'm not." Dash sounded surprised with this statement. "I just wanted to wash myself down. I was feeling gross after being covered in dry sweat and stuff all night. Ponies don't like that." Dash went back to rubbing the water over her, trying to get herself clean. She stopped and considered something. Then felt her face flush. "And.. Umm. I am thirsty, so when you bind me back up, can you... water me?" Dash turned her face away to hide her blush, pretending to focus her nonexistent gaze on the task at hand.

The changeling walked noiselessly up to her and Dash continued to wash herself, feeling her face grow even hotter as the changeling quietly stood next to her. A soft voice broke the silence."I would love to."

Dash finished up her cleaning, feeling much better about herself. It's amazing how much cleaning your body helps clean your soul. Still, she was just about to get them both dirty again. She turned to the changeling who had tacitly watched her clean. "I think I'm done, if you're ready."

"Almost. I was just thinking... I was going to save this for later, but I think you should get it now. I have a gift for you, from one of your friends."

"A gift? What is it? Who is it from? Are they OK?" Rainbow was excited. One of her friends had sent her a gift! That meant at least one pony was doing O.K. Possibly good. Everything she was about to do was suddenly worth it. She could go through anything if it meant seeing her friends again.

"I met her caretaker while I was gathering food for you. Apparently your friend had made one for each of you and convinced her caretaker to pass them out."

"Who was it?" Rainbow could hardly contain herself, she was giddy with excitement.

"I don't know the names of your friends, but her caretaker assured me that the gift would speak for itself. Now are you ready for it?"

"Oh my Gosh! Yes!" Who was it? What was it?

"Good, now hold still, you silly filly, and open your mouth. It's an edible."

Rainbow Dash stopped jumping around and felt something levitate into her open mouth. She kept her mouth open, unsure of what to do. Should she just eat whatever this is? What if it was meant to be seen? What if it had a secret message written on top of it. Could she save it for later somehow?

"You can eat it now. You don't have to wait for me to tell you."

The changeling was still watching her, so Rainbow did what she was expected to do. Closing her mouth, she quickly explored the object. The bottom tasted like... paper. The top was mushy. Rainbow flipped it over so she could taste the other side. She was assaulted by a blast of flavor that ran through her brain. She knew what this was. It was a "Double Berry Bubble Explosion." It was from Pinkie. Pinks. Leave it to Pinkie to convince a changeling to pass out cupcakes. A changeling who didn't even know to pull the paper wrapper off the bottom.

Rainbow felt a warm stream run down her cheek from under her blindfold. Pinkie was O.K. She was doing good. She was cooking cupcakes. Her friend was safe, and knowing Pinkie, probably happy right now. She just had wanted to share that happiness. And she had. Dash didn't want to chew the cupcake, letting it get soggy in her mouth. She just stood there crying, letting the emotion roll over her. Pinkie was coping somehow. And so would Dash.

"That is... wow.. I'm... You really love your friends, don't you?" The changeling sounded as though it was struggling to catch its breath.

"Mhhmm," Dash weakly sniffled an affirmation from under her mushy cupcake.

Dash felt the changeling put a hoof over her and lean in close. "They're all fine you know. All of them are safe right now. And they all love and miss you."

Dash was having a hard time crying over her cupcake as it dissolved in her mouth. The changeling wasn't lying. Dash knew that.

"There, there. You can take a little more time to finish that, but we have some trust to build." The changeling left her standing and went over to the room door to whisper to her guards. Dash didn't listen to what they said, but the door opened and she heard ponies walk out. Then the door shut. Something walked toward her and it sounded like the changeling.

"I sent them outside. I don't think that you'll hurt me anymore. I've built up enough trust in you for that." Dash felt the changeling wrap its hooves around her, pulling her into a hug. Dash slowly let her own hooves drift around the creature holding her. The cupcake was slowly dissolving into a mushy piece of paper, but she wasn't done crying yet. Dash cried into the changeling, not bothering to hide her emotions, holding it like it was Pinkie Pie. "Shh... It's gonna be okay. Everything is going to be fine. I promise." The changeling gently stroked Dash's back and comforted her.

Dash's sobs soon fell to inaudible whimpers and her tears were drying. She still held tightly on to the changeling, pretending it was her bubbly pink friend, feeling the comforting hooves holding her back. "Are we feeling a little better now?"

"Yeah..."

"Good. It's time to start. Just be good today and I'll try to get you another surprise tomorrow, OK?"

"Sure."

Dash felt the limp webbing begin to pull her legs apart, and the weak gum in her wings filled with strength to pull them together. She tried to hold on to the changeling while this was happening, but her upper body was pulled up in to that awkward position she held for most of yesterday. Dash blinked her eyes dry, and swallowed her paper mush. She needed to think clearly. It was time to gain the changelings trust.

Once again, Dash was bound and blind. Unable to move or do anything without the changelings help. So she asked for it. "I'm kind of thirsty, and my throat is sore. Could I get some water, please?" Dash wasn't even embarrassed anymore. She knew what she needed to do, she had thought this through. She needed to survive and save her friends. But first she needed water.

The changeling instantly complied, bringing a mouthful of warm liquid up for her to drink. Dash let the changeling's careful mouth enter her own, and cautiously used her tongue to guide the water down her throat. The changeling let her tongue wander Dash's mouth and prodded Dash's tongue with her own. This felt different from yesterday. Dash wasn't dying of dehydration this time and her mouth was able to taste and feel the changelings wandering tongue. As the changeling pulled her mouth away, Dash's tongue gave a curious flick to its lips. It didn't taste too different from her own mouth, but the firmness was different. The changeling felt more solid, less fleshy.

"That was interesting... Do you want some more water?"

"Yes." Dash was still thirsty, only drinking once yesterday had left her feeling quite dry.

Another warm mouthful of water pressed its way inside her mouth, and this time Dash sealed her lips around the invading mouth, trapping the water in hers. Dash's lips held firmly with the changelings, letting the water flow from one to the other. Dash's tongue once again found itself pushing forward, tasting the curious creature. The changelings tongue slid up and down her own length, leaving a sweet slimy coating this time. The changeling pulled its tongue back into its mouth and pulled away, Dash's lips still sealing. There was a wet slurping sound as they separated.

Dash's breathing was picking up, and the changeling seemed pensive as well. "Do you... Do you want another?"

"Yes... please." Dash's quiet response betrayed her confusion. Her breathing was really heavy now, she would have to gulp some air down before her... drink.

Dash felt the smooth, firm lips press against hers and she locked with them. The changelings tongue slipped from within and began to dance with her tongue, this time leaving a thick slimy trail in her mouth. The thick goo tasted sweet, like honey. Dash felt the changeling pull and push with her muscles. The changeling shared a hot moist breath with Dash, and she felt it run down into her lungs, spreading heat through her body. Dash's wings pulled tightly at their bindings, moving with no command from her. The strong muscles pulling against the taught bindings felt almost good, like a burn after a workout. Dash heard herself moan into the changelings mouth.

The changeling pulled gently away, leaving a trail of sticky sweet saliva connecting them, like the binding web holding Dash in place. Dash breathed heavily, feeling the heat in her body and her straining wings. "There... wasn't any... water that time..."

"I know. Do you want another?"

"...Yeah..." She was doing this. She wanted it, and she wasn't going to lie. The changeling could feel it. She could feel it. She was supposed to ask for what she wanted, and right now that was this. This kiss. Dash's wings tried to flap involuntarily. She tried to pull her hooves down and felt the same delicious burn up and down her body.

This time, the changeling pressed her body up against Dash. Her hooves ran down Dash's back and began to massage her wings, pushing a warm tingly feeling through her veins. Dash felt the changelings face get close to hers, and Dash pushed her mouth forward, opening the changelings mouth with her own. Her tongue invaded the creatures mouth and she felt around it, pressing against a sharp tooth. The changelings mouth was strange, some parts were soft and squishy some parts were warm and firm. She pressed her tongue into a particularly warm spot in its mouth and was rewarded with a soft moan and some sticky honey. Dash felt her heart beating in her chest, trying desperately to escape.

The changeling's tongue returned the favor and ran itself along the back of her throat, pressing gently against the soft roof of her mouth. Dash felt the changeling let its hooves drift lower down her back, starting to rub large firm circles around her cutie mark. Dash raised her tail in response, sucking on the changelings tongue. The Changeling pulled herself away at this, dragging her hoof up dash's soft underbelly as she pulled away from the kiss. Dash pushed her head forward, trying to make the kiss last longer. She felt her body shudder as the gentle hoof reached her neck, and then pulled away.

"There's something I want to try with you now. I'm going to take that little offer you just gave me."

Dash wondered what was going to happen to her now. She had asked for it again, maybe not verbally, but definitely physically. She wasn't scared, the changeling wasn't going to hurt her. If anything, she was excited. Her breathing picked up as she thought about what the changeling was going to do to her. She couldn't avoid it, she couldn't run, she couldn't fight. She didn't want to anyways. A small shudder of pleasure ran down her spine as she realized what was going to happen to her.

This was going to be like when she peed in the bucket. Except she wasn't going to pee. Dash felt that shudder of pleasure run through her again. The changeling was going to watch her, coax her along until it happened. And she was probably going to do it as well. Dash helplessly strained against her bindings, feeling that warm toxic burn throughout her body. She lifted her tail higher, straining to raise it as much as she could.

A cool smooth object was gently pressed into her stomach. The changeling leaned in to whisper to her. "Do you feel that? It reacts to magic. Isn't it nice?" At that, the smooth object began to buzz like a small insect, vibrating rapidly back and forth. Dash's body gave a small quake of pleasure. "You know where it's going to go, don't you?" The changeling didn't wait for her to reply, it only leaned in close to fill her mouth with it's delicious tongue once more.

Dash's body responded with a twinge of pleasure as the object slowly climbed down her stomach. It traced the same path down that the hoof had taken earlier. The strange vibrating object diverted from its course to linger over one of her nipples. The object pressed firmly into her delicate flesh, and dash groaned around the changelings tongue. The object left her now tingling and throbbing nipple alone, and slid down lower. It slowly moved between her spread legs and into her dream valley. Dash let out a held breath.

The changeling pulled away, once again leaving Dash's mouth open and gasping for more. Dash squirmed in her bindings, feeling the wonderful burn. This time the changeling held one hoof under Dash's face to keep it steady. "I'm going to watch you cum now, Rainbow Dash." Dash felt the same familiar shudder of pleasure run through her. It was going to happen. The changeling didn't lie.

Dash felt the slowly warming object pressed against her delicate folds begin to push slowly into her ready body. Her mouth stayed open as she let the object in, sending quivering flickers of pleasure through her body. Dash relaxed as her body spread wide, her wet lips parted for it and her insides opened for it. Her tongue hung out of her still open mouth, completely forgotten as her focus shifted to the strange invader.

It buzzed and gyrated inside her, sending strange new sensations throughout her body. This was nothing like what she had done before. She had been with a mare before, she had been with a stallion before, but this was something else entirely. She shut her eyes tight against the blindfold as a wave of erotic pleasure rocked her body. Her wings felt on fire, burning and screaming with a mixed sensation of pain and that amazingly toxic burn. Her legs strained to hold her weight, while at the same time being pulled so tight she couldn't move them. Her joints ached, her lungs burned, and her mind was wracked in ecstasy and confusion. This wasn't sex. What the buck was this?

Dash opened her eyes, unable to see and unable to care. She breathed out, deep. Her wings pulled tight against the bindings that held them and her mouth opened wide in a noiseless scream. All her muscles convulsed and her tongue curled into her open mouth. Her mind had shut off, overloaded in ecstasy and pain, and her body quivered, lurching forward and pulling back. She convulsed a few times, and then collapsed in her bindings finally able to pull in a sweet breath.

The changeling pulled it's hoof away and Rainbow's head dropped. She couldn't lift her head and her mouth was too dry to talk. So she lay there breathing heavily, feeling her body. It felt so good. Right now she felt so amazing. Everything hurt, everything was sore like she had just had the most amazing workout ever. She felt like she had just joined the Wonderbolts and won every race imaginable at the same time. She heard a wet, slick noise as something fell out of her and thunked on the floor.

The changeling lifted her head once more and pulled her into a deep kiss. Rainbow weakly tried to return it, but only managed to steal some breath from the creature as it deliberately licked the inside of her mouth. After a few moments of shared breath and gentle tonguing, the changeling left Rainbow's mouth.

The changelings voice was gentle and soothing. "Oh you were a good filly. Such a good, graceful, beautiful, wonderful filly. You get a reward for that. You get a big one. But first, you need to drink and eat..."

Dash's mind was slowly coming to, and her breathing was beginning to slow. She readied her mouth for the changelings gift.

Twilight Sparkle waited nervously outside the guarded door. Was this going to work? She had discovered some interesting things in Princess Luna's mind. It was odd, the Goddess didn't resist her at all, unlike Queen Chrysalis. She hadn't tried Celestia yet, something deep within her told her not to, and she obeyed. Fluttershy had agreed to it, she just needed to get the rest of her friends in on it. Sure, Fluttershy was a little upset with her, but she understood what was happening. What had happened. And Twilight had explained what needed to be done. Fluttershy had eventually forgiven her after she brought angel for the poor pony.

Supposedly it was fine for her to visit Rainbow now, and Twilight was excited. Would Rainbow be O.K.? Had her caretaker been messing with her mind? Or had she tried a more natural approach? Twilight had requested that her friends minds be mostly intact. They were still her friends. Hopefully.

The door opened, and a changeling stepped out and closed it behind her. It was disguised as one of the guards, but it wasn't a soldier... Twilight saw a limp shaft dangling beneath it and noticed its body was covered in sweat. It noticed her gaze and burned back into a changeling, clearly a worker. "She's ready, Ma'am. But please be gentle with her, she is in a delicate state."

Twilight eyed the changeling suspiciously. Something was wrong. "How can you talk to me like that when your not a pony?" She sent a mental command "Sit." The changeling promptly sat.

"I'm sorry. I was just used to doing that with her. I'm a failure. Didn't the Queen explain, Ma'am?"

"No, do so now." Twilight was curious.

"She attempted to raise me from a worker to a proto-queen, like you, Ma'am. It failed. I survived, but was changed. I can talk like you or The Queen, and I can perform on my own. I can act independently without the knowledge of the hive. There were other changes involving my reproductive drive."

"Can you disobey me?"

"Yes, Ma'am. If I think it's for the good of the hive."

"Can you disobey the Queen?"

"Yes Ma'am, but only for the same reasons. Just like you can."

Twilight paused and gave this new child some thought. "How many are like you?"

"There are a few of us. I'm not sure exactly how many Ma'am. Most died when Queen Chrysalis attempted to raise them. I know at least one other is a caretaker, for the baker. There may be others."

"I see. I'm going to talk to Rainbow in private. Wait for me to exit before you enter." Twilight had to be careful about these new children. If she handled them correctly they could be a boon. If she handled them poorly, they could be her downfall. For now, they needed to be kept out of her plan.

"Yes Ma'am. Oh. And please keep her eyes sealed, it's part of her... training."

"Of course." Twilight finished her conversation and opened the door to go see her dear friend.

Rainbow Dash was exhausted. Her heart was still beating rapidly and her body was still hot. The changeling had been gentle this last time, but it was later in the day and this had been her first chance to rest. She idly swished her tail, trying to let her hot, aching nethers cool down and relax. She snorted in amusement at the thought of what she had done today. After yesterday, the changeling hadn't held anything back. It was one "exercise" after another with short sweet breaks in between.

She must look terrible, lying down covered in sweat and smelling of sex. She felt her wings spread at the image she built in her head. She didn't fight the arousal anymore, it was part of life. Every time it had started she told herself that she was doing it for her friends, that she could take anything for them. She was just doing this to survive, to escape and bring them with her. And every time she found herself lost in the act, forgetting exactly why she was doing it and simply begging for more.

The changeling was insatiable. It always wanted more and would always give Dash what she asked for once Dash began to lose herself. It was treating her like some kind of toy or plaything, all the while constantly doting over her. What was happening to her? Dash still wanted to escape, she still hated the Queen, but... She didn't hate this changeling. Yeah, it was weird. It hurt her and abused her. But it also made her feel amazing. It did things to her that she had never considered, and after every time it would stroke her and comfort her like some kind of pet. It cared for her, more than just physically. And Dash... she cared for it too.

But she still had to save her friends. It didn't matter how she felt about the changeling. Dash laid her head down on her hooves, feeling her wet sticky thighs cooling from an unseen breeze. She relaxed her aching thighs and let the cool tingling sensation wash over her. She was dirty right now, body and mind. She was tainted in some way. But she was still Rainbow Dash, and her friends needed her. And no matter how she felt about the changeling, it was still her enemy and captor.

Rainbow worked up her resolve. It was okay to lose herself every now and again, she just had to remember who and what she was. The door opened, distracting her from her thoughts. She heard a pony moving towards her, the gait different from the changeling captor. Rainbow kept her tired head in her hooves as the strange pony approached, and then softly laid down next to her. She smelled something she recognized...

"Are you okay, Rainbow?"

"Twi... Twilight?" Rainbow weakly lifted her head, and pushed her snout into the pony next to her, taking a deep breath of her friend.

"Yeah. It's me." Rainbow felt and heard Twilight sigh. "Are you doing okay? You look a little rough. I was worried when you didn't respond to me approaching."

Rainbow blushed, realizing what she looked like and smelled like, laying on the ground wings half out and covered in... well, being dirty. "I've... They..." What kind of excuse would work? Wait... She wouldn't lie to the changeling, she was not going to lie to her friend! Twilight would understand. "I've been kept busy... The changeling... is training me."

Rainbow felt Twilight push Rainbow's snout out of her mane. And then Twilight brought her own head up and began to ever so carefully take Rainbows tattered mane in her mouth, and groom it. "Twilight, don't... I'm dirty... don't touch me like that." Rainbow was ashamed. Her friend was cleaning her up, pulling sweat and spit and Celestia knows what else out of her mane. Twilight pulled away.

"Rainbow it's okay. I'm dirty too right now. Didn't you wonder why they let me in here by myself? Why there are no guards or even your caretaker?"

Rainbow felt her eyes water and she lowered her head back into her hooves. Twilight was her friend. She had to help her. Rainbow had to know. "What happened? I saw the queen doing things to you, Twilight. I tried to save you. I tried so hard, but I couldn't stop her. I couldn't even get to her. What did she do to you?"

Twilight's response came slowly, carefully. "Queen Chrysalis used magic. She took all of my love and devotion for Celestia and used it to pull out a piece of my soul, a piece of what made me a pony. She replaced it with a small piece of her own. I belong to her and the Hive now. She broke me, and then put me back together."

Rainbow was quiet for a while, and her voice was barely audible when it came. "Did it... Hurt?"

"No. It felt amazing. It felt wonderful." Twilight's voice was wistful, as if remembering something fondly.

"So.. your my enemy now?" Rainbow didn't like this train of thought.

"Not anymore than your caretaker is. I still love you. I still love all my friends. I want you and everypony else to be happy. I just have different life goals now. And a vastly different biology. Speaking of which, I need to go stand away from you for a while. I'm reacting to you in a way neither of us want to experience right now."

Rainbow felt Twilight get to up on her hooves and take a few steps back, leaving her alone on the floor once again. Twilight was loyal to the Queen? The same one that did all those horrible things to her? And what did she mean different biology? "Twilight, what did you mean about having a different biology? And how are you reacting to me?"

"Well... She turned me into a changeling. And changelings are weird about love. And I could feel you loving me. I might have attempted to get physically intimate with you. And right now, it doesn't look like you could resist me. So it's safer if I stay over here, where I wont... take advantage of your feelings."

"But we can change you back right? Just have to peel the part of you that the Queen put in back out, and put the old part back in, right?" Rainbow wasn't happy with what she had heard. She didn't know much about magic and souls and stuff, but there had to be a way to fix Twilight.

"It... doesn't work like that. A soul isn't like a patchwork quilt, where you can rip out a patch and put in another. It's more like a cup of water. She took a scoop of water out and poured in some syrup to replace it. If you took another scoop out, you would still have syrupy water. It's part of me now. You might be able to get it all out if you drained all the water out of the cup, but I don't want that. Then there would be nothing left of me." Twilight seemed thoughtful, considering this strange analogy to what had happened with her.

"So what... What do they want with me? Are they going to turn me into one, too?"

"No. I was the only one."

"But what about the rest of us? Why is she keeping us?"

"She wants the Elements of Harmony. She wants to use them herself."

"We can't let that happen Twilight!"

"Actually, Rainbow, I think we should."

Rainbow faltered. Twilight really had gone completely over to the other side. Her friend was a ... traitor? "Twilight?"

"Hear me out. The Elements restore balance, bring harmony. Hence their name. They worked on Princess Luna by purging the unbalanced portion of her power out. They sealed Discord because he is chaos incarnate, their natural enemy. The Queen could never use them to do harm, they can only do good. I tried to explain this to her, but she seriously believes they are some kind of super weapon. They aren't. They are a tool used to keep the universe in balance."

Rainbow processed this information. Twilight knew more about the Elements than any other mare alive, and if she really thought they couldn't do any harm, then Rainbow had to believe her. "But why give them to her?"

"Two reasons. The first reason I want to give them to her is because I love her, and she wants them. The second reason is that I have a plan. Something that could make everypony happy, changelings, ponies, and goddesses. I can't let anypony know the details just yet, but there is a way for us all to come out of this smiling. I just need your help, and the rest of our friends. And Spike. I really need to find him. Poor little guy is probably scared out of his mind right now."

"Will anypony get hurt?"

"Probably a little. I've been hurt already. I think you have been hurt a little. I know Fluttershy was, but she's doing better now. We'll probably all get hurt. But in the end, I think everypony will be fine. We'll all be a little different, but we'll be okay."

"What happened to Fluttershy?" Dash wasn't sure what she wanted to do. She trusted Twilight, but this sounded weird. And Fluttershy had already been hurt.

"Remember why I backed away from you? I discovered that when I was with Fluttershy. I took advantage of her, I used magic to make her relax. I didn't really have control over myself and she wouldn't let me get any space. She was... too worried about me." Twilight sounded sad at this.

Dash could see that. Twilight backing away, asking for space, Fluttershy concerned for her friends well being. Fluttershy would have pushed closer to make sure Twilight was okay. Twilight would have fought it. For a while. "But she's better now?"

Twilight sighed. "Yeah. It was awkward when she came to. I got her rabbit for her, Angel, and begged her to forgive me. She did, and she even agreed to help with my plan. We... might be a thing now, you know. I'm not exactly sure of the details, but she seems fine with it. I never wanted to hurt her. I'm sorry."

Twilight sounded like she was close to tears. What was happening to her friends? Dash squeezed herself in frustration, feeling the satisfying pressure across her muscles. At least she could do something to help Twilight. "So... for your plan to work... what do you need me to do?"

"I need you to... just give in. The changeling can feel you resist, she knows why your letting her do these things. She can feel your emotion. For this to work, for the Queen to think you're ready to use the Elements, you need to really give up."

Dash was shocked. "No! No way! I've been trying too hard to quit now! Do you know what it's like, feeling her use me like that? How hard I try every time? I'm doing it for you! All of you. I can feel myself losing it, getting closer every time. But I'm fighting it for you guys! I can't just give up! I let her shove her dick in my ass for you!" Dash was confused and angry. All this time fighting, and for what? To have Twilight come in and tell her to just give up?

"Dash please... I need your help."

"I'm sorry Twilight. I can't. It would be like betraying you. All of you. I need to remember who I'm doing this for and why. I just can't do that." Dash was angry and frustrated, and really didn't want to talk to Twilight any more right now. "Just go away Twilight. I can't do that. Not now."

"I'm sorry Rainbow. I love you..." Twilight slowly made her way to the door, her hooves dragging as she left.

"I love you too...."

The changeling came in a few minutes later, Dash recognized her steady clopping noise and didn't bother to get up. Her face was wet with tears, and her throat hurt from crying. She just wanted to forget the whole encounter. "I'm thirsty. I think I need a drink."

"I agree, however we need to talk first."

Of course Twilight would tell the changeling about their conversation. She was one of them now. Dash grew bitter at that thought. "I'd rather not talk. I'd rather be doing anything else."

The changeling quickly was in Dash's face, breathing warmly on her nose. "Anything at all?"

Dash's mind wandered over what the changeling would consider as anything, and gave a small shudder. "Yes. Anything."

The changeling grew still for a moment, as if considering the possibilities. Dash didn't care right now. She might even enjoy whatever happened. It would get her mind off of things.

"Then... Listen."

That sneaky, dirty changeling.

You might not know how things work here. In the Hive. I am a worker, or at least I was. It was my duty to feed the rest of the hive. I would collect food, and bring it back. Sometimes I would build things, move things, clean things. I had many jobs, but always I was part of the hive. I was obedient and simply did as I was ordered. I had no desire. My life was contentment. Then something happened.

The Queen tried to raise me, to turn me into her successor. I wasn't the first changeling she tried this on. She had been getting desperate, unable to gather enough energy to raise a sufficiently powerful unicorn into the position. Most died in the process, but a few, like me, survived. I failed to become a queen, but I was different afterwords.

I could think for myself in more ways. I wanted more things. I was still loyal, still mostly obedient, but I could disobey. I could be defiant! I could resist something if I didn't want to do it. At first I resisted gathering food, I was no longer a worker, why should I work? I was a better changeling now. But I began to realize I had no place anymore. I wasn't better. I wasn't part of the Hive anymore. I was a failure.

And so I gathered again, stealing love from ponies. I was more successful than a regular worker, being able to be more creative and occasionally dismissing my orders to follow my own leads. The Queen noticed my success and asked me how. I told her that I disobeyed, I did things my own way. And it worked. She took me in again, favored me once more. I became her personal servant, one she would ask advice of and give important tasks to. I was more happy.

But I still desired. I wanted to have children that would obey me, that I could love. I wanted something of mine, something that I could never have in the Hive. We all belong to the Queen. We all obey her. Especially me.

And then I was tasked with you. I was told to make you loyal. To befriend you. I was told that you were defiant, like me. That you were strong. And you are. And so I did it in my own way, seeing that the usual methods wouldn't work. I made you hurt, made you realize what it was like to be alone. To be close to death. And still you struggled, loving your friends all the more.

I grew attached to you, Rainbow. I love my hive and my queen. You love your friends and Twilight. But ultimately, we do things our own way you and I. I love you, and you love me. I can feel it in you, hidden underneath that frustration. It bubbles up when you let yourself go, and I feed off of you. You are delicious...

Rainbow was listening. She heard every word the changeling spoke, and didn't interrupt as the changeling paused.

"And so now here I am. I desire you. I want you. But I am still loyal to my hive, to my queen. And you desire me, but you are still loyal to your friends, to Twilight. We both fight ourselves and each other. We don't have to." The changeling slid next to Rainbow, occupying the spot that Twilight once held. Rainbow felt it put its head over her neck and rest itself there as it continued.

"You can still love them and me. I will still love you and my Hive. You don't have to give up on your friends, I never want you to. I just want you to accept me. Quit fighting me, accept that you enjoy and want my presence. I don't have anything else to call mine. Everything is the Queen's, or the Hive's." The changeling seemed sad. It started to groom her, pulling her dirty hear through it's teeth. She let it, it was just as dirty as she was.

Rainbow started to relax and think as the changeling continued its cleaning, cautiously using its lips to pull out grime and sweat from her mane. The changeling hadn't lied. She trusted it. So what did it want exactly? It sounded like it wanted to keep her like some sort of pet. She felt that shiver run through her again. Was that what it was talking about? Was that her desire?

"What would it be like? Could I see my friends? My family? Could I ever fly free?"

"Of course you would. Your friends are already becoming part of the hive, one by one. I would have no reason to hold you against your will if you wished to return. You could spend time with them playing, flying, doing whatever you needed to do. But you would have to come back. I'd want you back every night, here like this. And then you would be mine, and I would be yours. Just like this."

Rainbow quietly thought this over. She could be free again. Her friends would be free. Twilight had promised they would be happy. She just had to do her part, she just had to give in. She shivered again at the thought. She felt her wings start to rise. The changeling had started working it's grooming down her back, and was making its way towards her slightly extended wings.

It began to groom her wings, aligning the feathers with its mouth and cleaning out the ruffled, matted ones. She felt another shiver run through her. She wanted this right now, she was excited again. But she had to focus. What did she really want? She wanted her friends to be happy. She wanted to be happy. She wanted what Twilight wanted. And... she wanted what the changeling wanted. All her signs were pointing the same direction. All she had to do was follow them.

Rainbow forced her wings back in, closing them tightly to her body. The changeling lifted its head, startled from her unexpected movement.

"You... have to... tie me back up." Rainbow pleaded.

The changeling curiously moved it's head next to Dash's, and asked "Why?"

"Because if you don't... I might... I might do... this..." Rainbow felt her eyes start to stream tears as she leaned over and kissed the changeling. This was it. She pushed her mouth into the changelings tasting the sweet warm nectar within, and wrapped her forelegs around it. The changeling pushed back, returning her embrace with its hooves and tongue.

Rainbow pulled the changeling over on top of her as she rolled onto her back. Her wings spread wide and hard, keeping her from rolling too far. She felt the familiar warm weight of the changeling settle on her, and her tongue continued a well practiced dance, waltzing with it's partner. She gently pulled away from the kiss and caught her breath to speak.

"Do you promise everything will be okay? That we can all be happy?" Rainbow cried as she asked. She wasn't sure why she was sad.

"I promise I'll work to make that happen."

Of course. The changeling wouldn't lie to her. It couldn't know what would happen outside of this room. But still. She knew what she had to say. Feeling it's warm breath cascade down her face, cooling the stream of tears running from under her blindfold, she faced the changeling and didn't lie.

"I trust you."

"I trust you too."

The changeling lowered its head and licked her blindfold. She could feel and hear the warm sizzling as it melted, leaving a sticky stream running down her face. She squeezed her eyes shut, not ready for what was to come. Eyes still closed, she pulled the changeling back into a kiss as she started to slowly grind against it with her nethers. The changeling made a slow easy movement with its legs, pressing hers apart. Rainbow took a deep breath of the changelings air when it pressed their delicate parts together, milking her with its own strange organ.

She felt a shudder run through her. This was a more familiar experience. This wasn't the hot and crazy thing that possessed her before, when she had been tied up. This was sweet and gentle. They were making love. Rainbow pressed her hoof into the changelings back, helping it to keep a steady blissful pace. The changeling in turn put its hooves on her extended wings, caressing them against the floor. Rainbow moaned into it's mouth, returning its air.

They both pulled back for air, desperate for breath. Rainbow still kept her eyes tightly shut.

"I love you."

"I love you, too."

She dove back into her partner, ready to feel the changelings sweet kiss. The hooves on her wings stroked her, comforting her heart and body. She felt the changelings strange organ press into hers. It felt like a million tiny tongues flicking about, spreading her open wide and carefully inserting something into her. The strange thing begin to slowly rise up her body, and the changeling began to quiver, it's movements getting more desperate. Rainbow felt her own desire building to a crescendo and separated their greedy kiss. She leaned into it's ear and whispered, teasing it.

"I'm ready when you are, hot shot..."

The changeling didn't answer her, instead wrapping its hooves around her, leaving her wings free. It pulled her close, squeezing her tightly. Rainbow was close now, the changeling's rhythm had picked up and she was about to make her changeling very satisfied. The changeling desperately called to her, lost in its own ecstasy. "You are mine..."

"Yes... I am.."

Rainbow opened her eyes to see her lover as they both reached their moment together. The changelings cool blue eyes were inches away from her own as her body convulsed on her quivering lover. Her wings flapped desperately and she pushed herself into a deep kiss, roughly smashing into it. The changeling squeezed her tighter, forcing what breath she had out, and making it impossible to draw another. She felt herself fill with some strange fluid, coating her inside in the same filth that coated her body and mind. She wasn't sure if it was her lovers, or hers. It didn't matter anymore anyway.

Blinking, breathing, letting the colors soak into her eyes once again, she stared at the changeling, at her lover. It wasn't a gaze of defiance or of haughtiness, but affection, warm and pure. She did have a question as their bodies relaxed into one another, settling into a gentle breathing rhythm. "So what was up with that?" she motioned towards the changelings shrinking genitals.

"I am as a queen, but infertile. I react that way when I am loved. I have no eggs to give to you, only the motions of giving."

Weird freaky delicious changeling. "So what happens now?"

"We clean each other up. I cut your web. You have to get approval from the Queen to leave the room, but it should be no problem. I'll be with you." The changeling lay into her as it said that, relaxing itself.

Rainbow Dash was silent for a moment, thinking things over and stroking the changeling. She had gone this far, buck it. "Can we keep the web attached for now?"

Noponies eyes glowed green.

The Brunch
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Competent Villains: Chrysalis

The Brunch

Chapter the Fifth: The Brunch

Chrysalis had a lot to think about. That little yellow pony had not been at all what she expected. She expected the bearer of kindness to be nice, yes, but to emanate love for all things? That had been a surprise. The pony had been limitless in its love, even loving Chrysalis after what she had done to it's friend. She would undoubtedly make an excellent broodmother. Chrysalis wouldn't even have to convince her, she was sure of it. She could simply walk back into the ponies chamber and force her. That pony would still love her children. So why hadn't she done that yet?

Chrysalis pondered that. She always tried to do what's best for the Hive, for her brood. And certainly having such an excellent mare as a broodmother would be best. So what was holding her back? Perhaps she was tired. Last night had been quite draining. Little Twilight had taken so much magic to actually convert. She was glad to have kept those horns, their natural leylines took care of much of the timing and position for the hardest part of the spell.

And to think, Celestia had figured out how to defy her from her little cocoon. Now that Chrysalis had the facts about the whole situation, it was actually quite funny. She had pulled the history of her own race, their dark origins from Luna's feeble mind. Luna had created them long ago, when she was a different Goddess.

At the time, Luna and Celestia had been bitter enemies in an ancient grudge. Light versus darkness, good versus evil and all that. Both sides developed powerful weapons designed to defeat their enemy. The details were sketchy, but it seems that the Solar Princess had won the ancient war, using some powerful weapon to strip Luna of most of her dark powers. Bereft of power, the sly thing had done what any adept creature of darkness would do. She joined the winning team.

They joined as sisters, deciding to work together to help raise Celestia's favored race from barbarism to civility. Ponies. Over time, Luna truly did abandon her dark agenda and began working in earnest with Celestia. Both sisters put their ancient past behind them, and created a new future for themselves and their chosen race. But they had forgot something.

Luna's once great weapon had been abandoned when their Goddess fell, left to the badlands to fend for themselves. She had been the first Queen, and had figured the changelings died out when she abandoned them. But somehow, against all odds, they had not. This is where the Goddess's information had ended on the subject, but Chrysalis knew the rest. The changelings developed a magic ritual, one to grant them a new queen. The Hive knew it, it was not known by any single changeling. They used it over the years as old queens died, replacing the immortal post with a mortal pony. The stronger the pony used, the stronger the queen, and the longer she lived.

Chrysalis had once, very long ago, been a very strong pony. She didn't even remember her name, simply that she was raised up into her current state by the last queen. And now here they were. The Goddess's ancient weapon back with a life of it's own, doing it's ancient duty. The cocoons had been designed by Luna to be impregnable. To contain a goddess. They had been designed to allow Luna complete access to Celestia's mind. How humiliating it must be to have your own weapon turned against you!

Chrysalis chuckled darkly as she glanced at Luna, defenseless against her own weapon, while Celestia had apparently figured out the trick for defeating the mind probing part. Oh that was funny. The weapon seemed impotent against it's intended target, only incapacitating her, while it's creator was completely at it's mercy. She supposed there was a reason the white goddess had come out ahead in their war. Still, Luna had been the first queen. Their true goddess. She was owed some kind of worship.

Chrysalis's eyes glowed green, and Luna groaned in agony. Seemed like she buried that dark goddess thing pretty deep. It would take quite some time to dig it all up, to return her to her glory. Of course, now she had lot's of time. And ancient history was turning out to be such a fun hobby. She was distracted from her thoughts when a new pony entered her chambers. The pony's identity drew up a pleasant thought. She had ancient weapons of her own now.

"Good morning your majesty! I'm feeling great after feeding. It was an interesting experience. Do you want me to write you a report on it?" Twilight Sparkle's chipper voice rang out, interested in getting a new assignment.

"A verbal one would be fine, Twilight. Tell me, did you follow my advice?"

"Yes! Shining Armor was amazing. I never knew brotherly love felt so good. It ended a little weird though. I started kissing him and stuff. Is that normal?"

"Only at first, dear. You'll get the hang of it. I hope you didn't scar him. It will make it difficult for you to feed off of him if he knows what you've become. I'll have to work his mind again."

"Oh no. I left before it got too weird. I don't think I want to do that with my brother. Although, I still feel it. When will it go away?"

"As soon as you take care of it." Chrysalis smiled at the thought. She didn't remember too much about her time as a proto-queen, but it had been very fun. Ah, to be young again. "Come to think of it, you may have an opportunity. How do you feel about your little yellow friend?"

"Fluttershy? I like her a lot! She's a great friend. She's always there when you need her. A little shy perhaps, but she's always helpful to her friends. I hope she's okay, I wouldn't want to see her hurt." Twilight got a little contemplative at that thought and quieted down. "We won't have to hurt my friends, right? Not like you had to hurt Cadence. That would make me morbidly morose and more mopey."

"We shouldn't have to, Twilight. I hurt Cadence out of necessity." It was only a little bit of a lie. She probably would have been fine to be left alone, but still, leaving an alicorn out and about was a bad idea. "Eventually you will grow out of this Twilight. You still feel like a pony, trying to do pony things and worrying about little pony lives. They are beneath you now. It might take some time, but eventually you will understand this." She had to learn sometime. Chrysalis didn't expect her to pick up on this over night.

"I know, but still. I still care for them. Your spell only drained my love for Celestia."

That was something else odd. Something that bothered her, just a little. Twilight should have been drained of all love, or else she wouldn't have been able to become a changeling. She should love the Hive, she should love her Queen, and she should love her children. Where was all the rest of this love coming from? Perhaps somewhere along the line Chrysalis had failed in the spell? Was Twilight just another failure, her most potent one? She seemed fully functional, if a little odd.

Still, Twilight's affection for her friends might be useful. Especially considering what she now knew of them. "Twilight dear, we might be able to use your misplaced affection."

Twilight's eyes lit up, seemingly excited by this news. "So it's okay? I can keep loving my friends and the hive and you?"

"For a while, yes. At least until I can get your friends to help us out. I want to use the Elements of Harmony for something."

"For what, Your Highness?"

"I have a little plan involving our Dark Goddess over here," Chrysalis motioned toward the imprisoned Luna,"and I think those elements of yours could help."

"Your Majesty, the elements can only bring balance. I don't know what it will do to Princess Luna. I don't think that will help you much." Twilight seemed confused.

"That's just it, dear. Luna is out of balance, she's too much of one thing and not enough of another. I hope to rectify that."

Twilight looked back and forth between the imprisoned Luna and the Changeling Queen. "I don't think they work like you think they do, Your Majesty."

Chrysalis didn't feel like explaining her entire plan. Especially with the Goddesses watching. She glanced at Celestia's glazed face. Well, one of the Goddesses watching. For now, Little Twilight would have to wait. "Twilight, dear. I don't really care what you think about this. Just know I must have the elements. And you are going to help me make your friends loyal to the hive."

"I'll do anything you want, Your majesty." Chrysalis was counting on that.

Still, she had the problem that Twilight might never become a functional Queen, and if that didn't happen then Chrysalis had a more pressing issue than playing with an ancient weapon. Did what was different about Twilight matter to the Hive? Chrysalis remembered some of her first dreams as a proto-queen had involved terrorizing whomever it was that she had once loved. Twilight seemed to avoid Celestia, and her feelings for others hadn't changed at all. Perhaps it just took time. Maybe she should test Twilight, just to be sure? Something that would feel natural for her, something that any queen would love to do.

"Twilight, you're going to give me a little show."

"Of course my Queen! What do you want to see?"

"I want to see you fertilized by a drone, to prepare your eggs for hatching." If she could at least perform this function all the way through, then she wasn't a complete failure. All of her living failures had been unable to accomplish this simple task.

"Umm... Okay. Sure. What do I do?" Twilight seemed to be a little flustered, but Chrysalis knew she would do as she was told.

"Just wait there, I'm going to get one for you." Chrysalis mentally commanded a drone to come into her chamber. "He should be here in a minute. Do you mind feeding me some? I haven't had my brunch yet."

Twilight's eyes lit up at the prospect. "Of course your majesty!" She quickly moved next to Chrysalis, and Chrysalis felt a warm gooey stream of love rushing from the little changeling. She recognized it. Little Twilight didn't. This was mostly familial love. But there was a weak undertone. Some other flavor. Something more carnal. Chrysalis grinned. She might have fun with that later, feeding off of Shining as Twilight. She mentally added that to her "to do" list. No wonder the little changeling had resorted to kissing so quickly.

Perhaps she should inform Twilight? "Twilight, dear. This is delicious, but it's not entirely brotherly love."

"It's not? But it felt so good!"

"It is mostly familial love to be sure, but honestly dear, with a little work you could have him riding you like a chariot."

Chrysalis felt the flow falter, and knew the changeling was having second thoughts about her earlier encounter. She then had a wicked idea.

"Dear, we could set that up quite easily. In fact, I insist! I need to make some changes first, prepare his mind and all, but I think this will be delicious."

Twilight was quiet as Chrysalis felt the warm flow sticky flow of love keep streaming into her. It slowly drained as the changeling finished feeding her. Then Twilight's tender answer came. "I'll do anything to make you happy, my Queen."

Chrysalis was having another very good day.

Shining Armor woke up with a headache, locked in some kind of storage room and hastily tied to a chair. What had happened? He vaguely remembered being captured at some sort of event. He did a quick assessment of his surroundings and surmised that he was still held captive. At least he was still alive. Luckily, he hadn't seen Cadence and Twilight since the wedding. The wedding! Those curs had interrupted his wedding. Hopefully little Twily and Cadence had escaped.

A quiet crying noise got his attention as he scanned the room for a way to escape. Another pony was tied up, hidden in a dark corner of the room! Another captive? He quickly pulled the poorly tied rope from his body and made to help the pony. Whoever had tied his knots hadn't done a very good job, however the other pony was tied up tightly. It was going to need his help to escape. His heart dropped when he approached close enough to it to make out its cutie mark.

"Twily? Is that you? I'd hoped you escaped... Here, I'll get that rope off of you." He quickly found that his magic wouldn't respond and had to use his hooves to pull apart the knots holding her bound. Twilight was crying, sobbing softly the whole time. Shining Armor didn't know what to do, so he did what he always did when she was crying. He hugged her, and she pressed her little head into his chest and openly bawled, returning his embrace. Why was she so sad? What had happened while he was out?

"I'm here now. Shhh..." He tried to get her to calm down, cradling her heaving body with his own. He needed to comfort his sister, but they also needed to escape. They couldn't do that while she was panicked. But he also had to know. What had happened? And did Cadence escape?

"Twilight, listen... I need to know what happened. I need you to be strong. This is important, Did Cadence escape?" He held her tight against his body, dreading the answer that she might give.

"I... Don't know... I don't know what happened to Cadence." Twilight had to squeeze her voice out between sobs. She backed away from her brother and began sniffling, trying to reign in her obvious distress. Shining sighed. So Cadence could have escaped. She also could be captive as well. Plan for the worst, hope for the best. Her fate didn't change the fact that he needed to escape.

"Twilight, I need you to focus. I can't use magic for some reason and we need to get out of this room. Your magic might be our only chance."

Twilight took another step back, as though suddenly scared of him. "I can't. They did something to us and the room when they threw us in here. I could feel the magic when it tore out my leylines. It was terrible. And the room is sealed by a spell, it feels like yours, but stronger and smaller. It only holds us." She then lowered her head, staring at the floor, trying to not look him in the eyes.

Shining didn't know much about the workings of leylines, but he thought that was impossible. Weren't they engraved into their horns or something? Their captors must have been incredibly powerful mages to rip Twilight's out. No wonder she was so distraught, that must have been unimaginably painful. He wondered how he would have handled having his leylines ripped out while conscious. What did that even mean? He shuddered at the imagined pain.

"And they said they would come back, tomorrow... to kill us." Twilight laid down when she said that, avoiding his eyes and trying to hold back her tears.

Shining Armor stared back at her for a moment, thinking quickly. He had to save his sister, at any cost. "We have to get out of here, Twilight. We can't just wait for them." There must be some way, something nopony had thought of yet.

Twilight sadly replied, going over her information. "We can't use magic and we're trapped by a version of your spell. I couldn't teleport out even if I had my magic. Is there any way to dispel it physically? Maybe kinetic force or thermal energy or something like that? Could we start a fire?" Her voice picked up, getting hopeful.

Shining was anxious. Could it really be his spell? His spell was strong enough to keep out an army. There was no way two ponies could break through, even with magic to help and a fire would be a terrible idea, smothering them in it's fumes. He decided to test it, and walked to the edge of the room. His advance was halted by a familiar glow. So it was true. It looked like his spell, but how would it react to him? He reached out and pressed a hoof against the slick surface. His hoof glanced off the side, but wouldn't penetrate it.

He tried again, this time using force to strike it with a blow that would break a ponies face. The spell reacted to his aggression and he felt a slight sizzle as the bottom of his hoof was instantly heated up, and the spell locked his arm still for a second. Then he was released. It was his spell alright, and it was working at full power. They were trapped.

"I'm sorry, Twilight... I can't break through it. We won't be able to dispel it from here. The harder we try, the more likely we are to hurt ourselves..." He began a slow walk over to his quiet, staring sister. How had it come to this? He was Captain of the Royal Guard. He had failed. He had failed to protect everypony, even the ponies he loved. Now everypony was suffering because of his failure. What had gone wrong? He laid down next to his sister and felt her put a hoof on his back.

"It's okay, Shining... We were all surprised. I mean, My friends and I have saved Equestria twice, but we... we were caught too." Her voice was shaky as she tried to comfort him.

"Maybe you're friends will come and save us?" Shining felt a glimmer of hope. His sister was pretty famous, and it was well known that she and her friends had beaten an evil Moon Goddess, and the Spirit of Chaos himself. Surely her friends had some way to help them.

"I... Don't think that's going to happen. I don't really wan't to think about what happened to them right now..." Her comforting hoof left his back when she spoke.

Oh. That was bad. That was really bad.

"Hey, Big brother?" Twilight sounded curious now, her sadness just a hint to her new tone of voice.

Shining turned his head to look at her. She had a strange look in her soggy eyes, one that he didn't recognize on her.

"Am I... Pretty?" She asked with her usual curious intensity.

"Of course you are, Twily. You're beautiful." He wondered what brought up such a silly question. She was a good looking pony for her age.

"Thanks... Nopony has ever told me I'm beautiful before. I've always been a bit worried about that."

"What do you mean 'Nopony has ever told you that before'?"

"Just that I've never had somepony special to me. Like that. Like you and Cadence. You know, somepony that thought you were pretty. I've never done anything... like that." Twilight was now looking away from him and her coat had turned a slightly more pink shade of purple. She was cute when she was flustered, but he wondered what brought that up.

"Why did you ask that?"

"I ... I was thinking... Since we can't get out... Since they are going to come back for us... I don't want to go... I want to..." Twilight was having a hard time, stammering over her words and keeping her head turned from her brother. Shining waited for Twilight to finish saying her piece, whatever it was it must be important. "I... I want to.. feel loved."

"I love you Twilight, I always have. I'm your brother, remember?" Shining nuzzled her mane, trying to comfort his little sister. He felt her neck warm up as she made herself more clear.

"I mean... I don't want to die having never... been... with somepony. Like that." She turned her head to lock her tearful eyes with him, and he recognized the look that had been difficult to place on his little sister before. Desire.

"Uhh... Twilight. I don't think I can do that.. For you... With you... I'm kinda married to Cadence. And were kinda.. siblings."

"The wedding never finished. It was interrupted. Don't you remember?" Twilight looked at him pleadingly.

"No, actually. My mind is kind of hazy on what happened." Shining had to buy some time. How could he get out of this? Sure, he had fantasized about her every once in a while, especially once she grew into the beautiful young mare she was, but there was no way he could do that. She was his little sister. He was supposed to protect her, keep her safe, help her grow up. She was going to get married to somepony someday. She didn't deserve this.

"Well, you didn't have get bachelor party anyway..." Twilight was leaning closer to him, her eyes getting hazy. He had to stop her. He might not be married to Cadence, but this would be wrong. He loved Cadence. Yes, he loved Twilight, but it was a different kind of love. She was his sister.

"Twilight, we can't do this. You don't deserve this."

"You mean I don't deserve my first time with somepony that I love and that loves me?" She suddenly seemed angry. What did he do wrong? "You mean I don't deserve to experience something so necessary, so basic, so ubiquitous that every pony who was one of our ancestors did it?" He was going to get a lecture now.

"That I don't deserve to feel like somepony, anypony, even my brother, actually sees me as anything more than a bookworm? Maybe I don't want to be a bookworm right now. Maybe I just want to feel like a normal pony before I die. I just want to be loved, to feel what you and Cadence felt every night you were together. Is one time too much to ask for me?"

She was almost screaming now, an alien rage covered her, startling Shining Armor, and then she quickly composed herself and spoke in a quiet tone. "Am I just going to die here, Twilight Sparkle, the Virgin? I just want it once, with somepony I trust. Somepony I love. And now, I'm going to sit here seeped in misery until they come to kill us both." She closed her eyes at this and took a deep breath.

"And I don't know who their going to kill first. I might have to watch them kill you, like I watched my friends. You might have to watch them kill me. I have nothing to look forward to right now but suffering. My friends are gone. You're all I have left, please... Don't let me suffer with nothing. I thought you were supposed to protect me." Shining Armor stared into his sisters desperate leaking eyes. She was begging him. He blinked, closing his eyes to think.

They were both going to die. Cadence could be gone. And she was so desperate right now, she really just wanted to feel loved. She was his sister, he was supposed to protect her, to keep her safe. It's what his cutie mark meant. It's what he was meant for. To protect things. And now he failed, and his sister just wanted to be normal. Just for a while. Cadence... would understand. Other ponies didn't matter. This was between Twilight, Cadence, and him. He failed Twilight once, he wasn't going to again.

Shining Armor opened his eyes, and leaned forward to kiss his sister. Twilight's face melted from a terrified sobbing pony to a surprised and relieved one as their lips met. She blinked away some tears, letting fresh ones fill her eyes while they stared back at him. He gently pulled away from the chaste kiss, his lips feeling warm and tingly from hers.

"You don't have to cry any more, Twilight. It's okay..."

He leaned over and wrapped his arms around her, embracing her in a soft firm hug. She kept quietly crying, hot tears running down her face as he gave the back of her neck a gentle lick. She breathed in sharply as he drew his tongue up around the side of her head, and leaned into her ear. "Are you absolutely sure about this Twily? Once we get started, we might not be able to stop."

She didn't answer verbally, but she did answer with her mouth. The kiss surprised Shining, his little sisters lips found their way to his once again, and this time he felt something else. Her tongue was gently prodding his closed mouth. He looked into her still sad eyes, and let her little explorer in. Making her feel better was his top priority right now. He closed his eyes and tried to forget who this was, what exactly he was doing. He needed to get lost in the moment.

He gingerly pressed forward with his tongue, and felt a warm breath fill his mouth when it crossed the threshold of her lips. She had enjoyed that. Still, he needed to make absolutely sure that they couldn't stop. He carefully pulled himself out of the kiss, and looked into her still wet eyes. "Twily, is there any way to talk you out of this?"

She leaned forward and buried herself in his chest, her little body shaking as she spoke one word into him, not looking up to his face. "No."

He held her like that for a while, her hot breath warming up the fur on his chest as he gently stroked her back. He had done this for her before when she had cried. When she was little. She would bury her face in him just like this, and he would stroke her back. The only thing that was different was her warm hooves gently sliding down his stomach. He felt them go lower, stopping briefly over his belly button. Her warm tender hooves slid to their destination and he felt a sick sensation in his stomach as his pride and shame began to show.

"Twily..." He groaned out her pet name, only half in protest.

"Shhh... I'm going to go get a better look..."

He didn't watch as he felt her head go lower down his body, leaving a wet trail from her tongue. Instead he watched her cutie mark, lying half on the floor, her tail swishing back and forth in concentration. She had been so happy when it had appeared. When her tongue reached his tip, he kept his focus on her body, breathing heavy and so very warm and soft. He remembered comforting her when she cried, the same warm body slowly undulating before him. He heard and felt her mouth cover his tip, and the warm wet cavity was filled with him. Her coat was a beautiful shade of purple, he remembered trying to spot her in a game of hide and seek once when they were little. It had been easy.

Her tongue began to work up and down his shaft, giving it a warm bath of affection. He let himself relax as he ran his hoof through her mane. He had always thought her mane was pretty with that silly straight cut she wore. Her hooves prodded the length of his member that she couldn't reach with her mouth, and he smelled her familiar scent. How long had she wanted him like this? How long had she hid her desire while he chased his dreams? She deserved so much more than he could give her right now.

Shining Armor looked down at his sister, her eyes wetly looking up at his own as she worked up and down his shaft. His adorable, darling little sister was throat deep on his member, and looking up at him like some kind of dirty harlot. Staring into her lewd eyes, he felt his organ swell and pulse under his little sisters touch, and something switched in his mind. Something old and powerful that drove every stallion, some ancient reptilian primal thing whose sole purpose was to procreate. She might be his little sister, but right now, she was female. And willing.

He pulled her up off of his member and lifted her face to his. Her surprised question was cut short by his firm and forceful lips. This time he lead her, forcing her tiny mouth open with his much stronger one. She gasped, and wrapped her hooves around him, closing her weeping eyes as his tongue invaded her mouth. She didn't fight his powerful advance. Instead, she began to relax in his arms and her body pushed dangerously close to his as he claimed her mouth with his own. Gasping for air, he pulled from the kiss and began to manipulate her tiny body with his well trained arms. Shining knew what he was going to do to her, he couldn't stop himself now. But he could be gentle and ease her into it.

Slowly, he positioned himself on top of her, constantly nuzzling her neck with his muzzle. Her body was already hot, already excited, splayed out for him against the hard floor. He felt the heat between her legs with the tip of his tool, and he leaned forward and carefully bit the nape of her neck. She shook beneath him, like some kind of trembling flower ready to be picked. A delicate noise, barely audible, left her throat as he advanced his hips, feeling her tail swiftly move out of the way to provide him passage. He paused, feeling her quaking body beneath his, and then carefully lowered his much larger weight on to his fragile little sister.

Twilight let out a soft moan as his member pushed forward, her wet folds spread easily for him. He had been worried that his sisters small body would be a tight fit, but was pleasantly surprised to find that she had no problems accepting him. Slowly he pressed forward, digging deeper into her with his generous girth. He could feel her with his whole body, inside and out, as she struggled to catch her breath. He was being careful, taking his time for this first thrust to make sure she would be fine, that there would be no pain. This was his baby sister, and he had to protect her. Even now.

She was quivering on him, his member being lightly squeezed as her body reacted to his entry. He felt her rhythmically tightening and loosening over him, the gentle milking sensation unlike anything he had felt before. He had only ever been with Cadence, were there other mares who felt like this? Surprised at the motion, he continued his tedious trek to the depths of his little sister's desire. He was almost all the way in when she shuddered deep and he felt something block his way. She sucked in a breath and held it.

He stopped, slowly withdrawing from her, afraid he had cause some sort of damage to her young body.

"No! Please... Keep going, I'll... I'll be fine. Just... Don't stop." Twilight turned her head and begged him to continue, her one visible eye large and wet, her face flushed.

Watching her face intently, Shining Armor pushed himself back into her. His sister closed her eyes and relaxed her face when he reached the same barrier he had before. Cheeks wet and face red, she told him what to she needed, "Just push, Big Brother... I'll be fine." Shining Armor pushed, flexing his powerful thighs and pulling back on her neck with his teeth.

Twilight bit her lip as he passed whatever that barrier had been, and he felt a ring of some kind of pressure extend over his large tip. He sank all the way to his dangling sack, feeling it cooly rest against his sisters quivering body. Letting go of her neck, he let himself stretch out. His hind legs lay across hers as he pushed his upper body up and hips down in a desperate attempt to fill her more. He let his gaze fall, looking at her from above.

Her face was purple with bright red cheeks, and her eyes were closed, a wet line of tears ran down her face as she relished the sensation of him in her. She was breathing heavy, her body in a constant squirming motion. He looked at the short purple horn on her little head and had an idea. She wanted to experience as much as she could. He could help her. His tongue started around the base of her horn, slowly swirling up with the pattern around it and she let out a low throaty moan. Unable to resist his nature any longer, he felt his hips begin their primal duty as he drew a long steady stroke out of her body.

Twilight Sparkle's mouth opened as he continued working up her horn, and her tongue fell haphazardly out as he withdrew from her. His sister obviously enjoyed this, her eyes were blinking in confusion and unable to focus. She made sweet and tender squeaking noises as he worked her horn and her hole, panting for breath and moaning occasionally. A long, slow stroke in, and pull a long stroke out. He could feel her passage getting easier to travel in, her lubrication coating his member as he was covered in his sister's slick juices. That strange milking sensation only intensified as she grew excited, thrumming up and down his cock.

He felt her horn grow warm, and the spark of magic made his tongue tingle. He covered the horn in his tongue, roughly rubbing against the curves and drawing a desperate squeak from his sister. He could feel her tension building, his little sister growing more frantic, the squeezing around him speeding up. He smiled to himself as he felt her body quivering, taking his mouth off her horn and replacing it with one of his hooves. He knew not to finish inside, Cadence had taught him that. But he could get his little sister to finish. He frantically stroked her horn up and down while maintaining the same long steady strokes with his body, and leaned into her ear to whisper.

"I love you, Best Friend Forever..."

Twilight let out a cry and tears ran down her face as her hips thrust hard into the floor. Sparkles flew from her horn, and liquid magic squirted in a long arc across the room, landing in an obscene puddle by the door. He held her steady, maintaining his strokes in her tender love while she convulsed and twitched. He felt something break in him as his little sister rode out her orgasm, occasionally twitching and relaxing, squeezing his now ready member. What kind of brother was he, to do this to her? To reduce his beautiful intelligent sister to this quivering gasping pony he held beneath him? How depraved was he? He tried to think about something else as tears welled up, making it difficult to see her twitching body and her vacant stare.

He stopped his strokes and leaned himself down on her, his throbbing cock still buried in her burning body. He fought back the tears, trying to think of anything except what he was doing. What he had done. Twilight slowly came to under him, her body relaxing and her breath steadying.

"Did... you... finish?" Her words were labored, forced out with heavy breaths.

"I don't think I can, Twilight."

"But... I want you to." She started to collect herself under him, her muscles beginning to move, pushing herself back onto him, trying to get him deeper.

Shining Armor sighed. He had to finish this, to make this strange nightmare end.

"I might have to be a little rough, Twily. I don't want to hurt you."

Twilight kept herself grinding around him, and he could feel her body tense as she turned to him. "Do I look like I care if you hurt me right now, Shining?" She had tears streaming from her eyes and her voice sounded like an angry laugh. Her next words started quiet, and ended up screaming, "Just buck me you stupid stallion!"

Shining blinked and cleared his eyes. So that's how it had to be. He was a stallion and she was a mare. And he had something to do. He grabbed the little mare roughly by the back of her neck as he worked his mind up into a frenzy. With a strong thrust he was deep inside the smaller pony, slapping against her rear. Ignoring her heated cry, he began to pump her, feeling his member swell and the tip flair up inside. He tightened his bite on the mares neck as she began to squirm, tasting iron in his mouth as his lips grew wet and breathing in the sweat and sex. Violently pushing, he was rewarded with loud slaps and muffled cries as his body slammed against her wet hole. The little mare cried out, and he couldn't tell if it was pleasure or pain.

His cock was starting to burn from the friction, the heat from her body warming it up and down with each rough, violent stroke. She was moving under his teeth now, gyrating with his thrusts. He draped his hooves over her shoulders and pushed the little mare against him with his powerful muscles. Her body tensed when he did that, squeezing his member strongly. So he did it again. Using his weight and strength, he pushed her down hard. He felt her tighten strongly around him, and the little mare screamed something as she convulsed beneath him, milking his member with her tightening canal. He felt the pressure rising within his length, and he had no reason to hold back this time.

Hunched over the small mare he thrust hard and kept his grip on her neck, snorting as he felt his aching hot cock spurt into her. He snorted and thrust again, Taking a breath of her and pushing the thick sticky fluid deep into the little mares body with his flared tip. He spurt again, and pumped it in deep. The mare didn't struggle or resist, and let the warm flow push and squirt into her womb. Shining let go with his teeth and her body fell a short distance into the floor. He kept reflexively pumping spurt after spurt into the mare as he started to relax, coming to his senses.

Shining looked at the red ring where he had held his sister, he tasted the blood in his mouth. His eyes started to water again, tears falling down his face as he blinked them away. His lower body was still slowly pumping, out of his control. Now he really felt sick. Now he had done something really bad. Something completely against his nature. Something wrong.

"Twilight?"

There was no response from the wet, still pony beneath him.

"Twily?" His voice was soft now, what had he done?

A sharp gasp, and his little sister's body shook beneath him as she pulled in a breath of air. She was okay! Gently, he started to pull his shrinking member from her abused hole.

"Twilight! I'm sorry... I didn't want to hurt you, I got out of control and..."

"Why... are you... apologizing? I asked you to do that..." Twilight was fighting for breath again, but sounded happy, more relaxed. Shining felt relief wash over him. She was okay. Gingerly, he finished separating from her, and slid next to her tired body.

Twilight let out a soft moan as she stretched. "Oh... Candied Chrysalis! Oh that was amazing!"

Shining had never heard that one before. Still there were lots of things he never got to see and hear spending his whole life in Canterlot. Maybe he should have visited Ponyville more often? He was just glad his little sister was fine after their little experiment. The activity had given him some hope, maybe there was some way they would come out of this alive, something nopony had considered yet... Shining's thoughts started to slow. Something was happening to him, something weird. Something bad...

"Twilight, I think something's wrong with me..."

Twilight turned and looked at him, tears still streaming down her face. "I love you BBBFF..."

As his world faded and his thoughts clouded, Shining Armor realized something strange. Had Twilight ever stopped crying?

Chrysalis had watched the whole thing, a drone waiting patiently next to her for its turn. Little Twilight had done quite well for her first time. She had even figured out how to use being a changeling to overcome what would have been physical limitations for a pony her size. That was very clever of her. She would be rewarded for her show.

The Queen waited patiently as Shining Armor dispelled his shield, completely under her control once again. Twilight walked through the illusory wall and stood before her Queen, eyes cast down. "Did you enjoy the show, My Queen?" Twilight's voice was soft, and her face stayed down.

"Oh, yes. It was invigorating. It almost reminded me of when I was young."

Twilight looked at her Queen and genuinely smiled, a wide happy grin juxtaposed by her large sad eyes and she whispered, "I'm glad."

"Now Twilight, what did I tell you about affection for ponies? You are above them now. I have a little reward for you, something to get your mind off things for a while." Chrysalis grinned as she gave a mental command for the drone to advance on Twilight.

Twilight took a small step away from the drone, and then looked adoringly at her Queen. Her eyes were still wet, but they were filled with worship. A green fire enveloped her, and she proudly stood with her shining dark body. Fixing a smile on her face, she started towards the visibly excited creature, meeting it close to where Chrysalis was standing.

Chrysalis watched her young proto-queen prove its worth, happily sipping the excess love from it's last encounter. She watched closely as Twilight's face contorted in an indescribable ecstasy as the drone mounting her began its lifelong duty. Twilight was physically functional as a queen. She would work. After Twilight was done with her first queenly duty, Chrysalis had another task for her. Those freshly fertile eggs had a host to find after all.

But first, Chrysalis would enjoy her brunch. She relaxed and kept drinking the love bleeding off of Twilight, as Twilight's tears finally began to dry. Soon there was no trace of sadness on the changeling performing her duty for the Queen. Only mindless, unremitting ecstasy. Chrysalis settled in to do some mild research while she watched the pair.

The Queens eyes glowed green, and Princess Luna watched in agony.

The Trick
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Competent Villains: Chrysalis

The Trick

Chapter the Sixth: The Trick

Pinkie Pie pondered why she wasn't performing as the peppy party pony she preferred to present. It had started with that awful Queen beating up Princess Celestia with a green glowy beam. Then she and her friends had ran to get the Elements of Harmony, then they were captured, then Twilight was hurt and then Pinkie had been separated from her friends and then she was locked in a room with no windows! No wonder she was such a sad pony right now.

It didn't help that she watched her friends all get dragged off to somewhere else after the Queen had left with Twilight. Poor Fluttershy was left alone on the ground, surrounded by changelings that looked like they were going to eat her, and Rainbow Dash and Applejack had to be really dragged away. Once most of her friends had been pulled away, Pinkie had dejectedly allowed the changelings to take her to her new room. She missed all her friends, but she wished Rainbow Dash was with her at least. Rainbow was strong, fast, and would do anything to protect her friends. Dashie was her best friend, and she really didn't like being alone. Pinkie wished Dash was here to make her feel better and to help her escape.

Pinkie also really missed gummy, her little alligator always knew just how to cheer her up. Hopefully she could sneak out of her room and find him when those changelings switched their guard or fell asleep. If she was quick, nopony would notice that she was gone. She could be really quick when it came to gummy. And parties. But this wasn't about parties right now, this was about saving her baby alligator. All she had to do was listen to the door and figure out when they weren't paying attention.

Pinkie quietly crept to the large wooden door and put her ears to it, listening for anything other than silence. She was trying to be super silent so the mean guards couldn't hear her. As she leaned against the door she felt her ear ear-flop, then her eye fluttered, and then a knee-twitch! Reflexively, she jumped away from the door just in time as it swung quickly open.

A evil changeling stepped in and eyed her curiously as the door closed behind it. Pinkie crouched defensively and glared at it, growling. Not taking her eyes off of the changeling, she ended her growl and boldly spoke. "I'm not afraid of you!"

The changeling erupted in bright green flames, and then Pinkie was staring at an exact duplicate of herself. "You don't have to be, silly!"

Pinkie knew that already. But the changeling would know that she knew that since it was being her right now. Her posture relaxed just a little. "Of course I knew that! If I had to be scared, I would be really scared. But since I don't have to be scared, I'm trying to be scary so that you know that I know that you know that I don't have to be scared!" Pinkie kept her pose, and mentally patted herself on the back for explaining that so well.

The evil twin happily answered. "Okie dokey. But just so you know, I knew that you knew that I knew that you knew you didn't have to be scared, so you don't have to be scary."

Pinkie eyed her twin carefully, this changeling was good. She was going to have to be extra special careful not to get it confused with herself. As long she was cautious, she should be fine. "So what's your evil plan, Meanie Pie? Are you going to eat me? Make me explode? Or maybe... you just want to interrogate me. I'll never talk!"

Her clone took a moment to answer. "Well... The first step of my evil plan..." Pinkie leaned in to make sure she could hear it clearly. "The first step..." Pinkie leaned closer, eyes widening. "The first step... is..." Pinkie had to hear this! What was the first step of it's evil plan? The twin took a deep breath and happily shouted, "To show you the bathroom!"

Pinkie blinked. This clone was diabolical! "What's the next step?" she asked suspiciously.

"I was thinking about getting you some food. You look like a sad, hungry pony. Something to munch on would cheer you right up!" Her clone eyed Pinkie up and down as if appraising something, and finished with a smile.

Pinkie mirrored her clones appraising look and eased completely out of her defensive pose, but didn't smile just yet. "I'm on to you Meanie Pie. You tricked me once, but you won't trick Pinkie Pie again!"

The clone giggled as it walked to the bathroom."I'm not trying to trick you yet, Pinkie Pie. I'm gonna do that later."

Pinkie Pie cautiously followed it, keeping her eyes on the ceiling for hidden traps.

Pinkie's clone returned from the kitchen carrying a large bag full of something lumpy, and merrily walked to the now sitting Pinkie Pie. "I brought something for you to eat! I found some cupcakes!" Pinkie looked at the bag incredulously as the changeling lifted the bottom and what appeared to be about forty cakes fell out. Pinkie quickly did some math and figured out that that was four tens, and that was terrible.

The cupcakes fell together in a mushy pile, some sticking to the frosting and some rolling away. Pinkie suspiciously picked one up and sniffed it. "How do I know they're not poisoned?" she asked accusingly.

Her clone rolled it's eyes and picked one up off the floor, swiftly shoving the cupcake into it's own mouth. Talking noisily through a full mouth, she said,"Nosh Poishoned. Shee?" and swallowed the whole thing at once.

Pinkie giggled. "You're not supposed to eat the whole thing, silly. You have to take the wrapper off first!" Pinkie smiled at the crazy changeling. She carefully unwrapped another tasty treat and then shoved the rest of it in her mouth. "Like Thish!" Happily swallowing the cupcake, she looked expectantly at her clone. The clone was confused, looking back at her with its head tilted. "It's your turn! You have to eat another one!"

"Why?"

"Because I don't want to eat these all by my lonesomy self. It'll only cheer me up if somepony else is eating with me!" Pinkie thought that was obvious, who wanted to eat by themselves?

The clone looked at her dubiously, but grabbed another cupcake nonetheless. "Okay... But I'm not going to fall for any tricks." It unwrapped the thing and then quickly swallowed it whole. "Your turn!"

Pinkie's smile widened at the face her evil twin was making. It seemed reluctant to start eating, but was able to swallow the whole thing without chewing. It even seemed pretty happy that it had done that. Pinkie munched another cupcake, proudly spitting the wrapper out in a little paper ball. That was a skill she had spent some time perfecting, but it was worth it. The changeling kept watching her, it's eyes open and curious. "You try to do it now! Unwrap the cupcake with your tongue, and spit out the wrapper!" Pinkie loved teaching ponies this trick! Even Dashie had managed to pick it up eventually, but she would never admit to it in front of anypony else. She would only do it when it was just the two of them hanging out.

The changeling carefully grabbed another cupcake, and put the whole thing in its mouth. This time it moved its mouth around like it was chewing, and made a really funny face as it screwed it's eyes together and eventually spat out a ball of mostly cupcake with some torn paper. Pinkie gave the ball an appraising look, and then moved her eyes back up to her significantly less skilled friend. "Hmmm... I've seen better. Here! Let me show you again!"

Pinkie did her trick slowly, and even opened her mouth just enough so her clone could watch. "You goshta ush your yung, EE?" She then spat out a ball of perfectly round paper, not a trace of cupcake on it.

The evil twin tried once more, eventually spitting out a ball that was still mostly cupcake and torn paper. Even Dashie had done better on her second try, but Pinkie wasn't going to give up yet. "Don't worry, I can teach anypony this trick! We might just have use a few more cupcakes though..." Pinkies evil twin became one shade closer to green as it watched her slowly demonstrate once more.

Pinkie was beginning to notice something was slightly wrong with her clone as it tried to spit out another ball of paper. Sure, it was getting a little better. It had even made one that hadn't had much cupcake on it, but the paper was still torn. The problem was that her clone hadn't said anything for a while now, it just slowly mimicked Pinkie as she ate cupcake after cupcake. It also seemed to be changing colors, gradually turning from bright happy pink, to a darker and more greenish pink. "Are you okay? Your turning into a Greenie Pie."

Her green twin stopped mid bite, and used its hoof to carefully remove the uneaten cupcake from its mouth. "We don't usually... eat this much food. Usually we eat just enough to not be noticed. I'm not feeling very good." It didn't sound very good either.

Pinkie was horrified. "Oh no! You're getting yourself sick just to learn my trick? I forgot that other ponies can't eat as many sweets as me..." She really hadn't meant to do the creature harm, she just got excited about teaching it a new trick. She had wanted to be its friend, and thought that if she taught it something fun then it might like her more.

The changeling tried to say something, but quickly put it's hoof over its mouth to stop itself, and ran to the bathroom. Pinkie heard a terrible retching sound and some suspicious splashing. Now she had done it. The changeling was going to be mean to her and not want to be her friend because she had made it eat so many cupcakes. Pinkie was a terrible pony. Maybe it wouldn't hate her as much if she helped it get better? And this was sorta her fault. Pinkie decided to go to the bathroom to help soothe the unhappy changeling.

When she got into the bathroom, she quickly noticed that the changeling had dropped its disguise and looked like a bug again. It was standing over the little stream that served for waste disposal, it's head down and eyes closed. A thick string of mucous dangled from its open mouth, and Pinkie noticed that the mucous had bits of undigested cupcake in it. When she got close, the changeling opened its eyes to look at her, but otherwise remained unmoved.

Suddenly, it's eyes widened and became unfocused as it started to make more horrible noises and heave forward. Pinkie watched as a vile stream of mucous and cupcake mush came rushing out of its open mouth. The sick creature was weeping and it's nose was running, the snot and tears mixing with the thick slurry of vomit. Pinkie didn't want to watch the poor thing, but she did know how to comfort somepony who had partied too hard. Rainbow had a habit of overindulging at some of Pinkies parties, and the pink party pony would occasionally have to make sure her best friend didn't hurt herself somehow.

Pinkie leaned against the giant bugs heaving body and began to stroke the back of its neck. "You just have to let it all get out. You'll feel better when all that nastiness is outside of you." She pressed firmly with her hoof, making sure the changeling felt the pressure of her hooves through its misery. The changeling closed it's eyes and leaned into her as its body heaved again. "That's it. Just let it all out." Pinkies soothing voice was soft and comforting, trying to overwhelm the nastiness with sugar and sweet, and her hoof was a solid reminder of her presence. There was some more splashing and heaving, and then all of that was replaced by labored breathing.

"Feeling a little better?"

"Uh huh." The voice that came back was not the same peppy voice it had used when it mimicked her, instead coming out scratchy and exhausted. Pinkie didn't care that it looked like a bug right now, she just hoped it felt better. She was also curious about something, but that could wait. First she needed to clean up the changeling. Pinkie ran through her usual plan for sick ponies. After they were done purging, she would take them to a shower or bathtub to get the bad stuff off of them. And lucky her, there was a shower right here!

Pinkie walked the changeling into the shower and turned it on, drenching them both. The changeling was silent as Pinkie washed it, recovering from its recent ordeal. Now that it was more relaxed, Pinkie had to know why it had put itself through that. "So... why'd ya do it? Didn't you know that cupcakes would give you a tummy ache?"

"I needed you to eat. You said you didn't want to eat alone, so I ate with you. After that, I tried to learn your trick and got carried away. I would have been fine if I only ate two or so cupcakes." The changelings voice had calmed down, becoming a little more raspy than a ponies, but still quite tonal. Maybe close to Bon-Bon's voice. Pinkie got distracted for a second. What if Bon-Bon was a changeling the whole time? Did her friend Lyra know? Had they been secretly plotting to take over Ponyville? Mr Cake! Was his biggest competitor in Ponyville not even a pony? This could be big!

The changeling interrupted her thoughts. "Thank you... for... helping me."

Pinkie smiled as she answered. "It wasn't a problem at all silly! I've had to do that for my friend Rainbow all the time. Sometimes she has a little too much fun at my parties and ends up sick just like that. She's usually a pretty strong pony, but being sick makes anypony feel bad. I've only been sick real bad once, that was when I ate some real bad cupcakes that my friend Applejack made! She's a dependable pony but she had this one week where she tried to harvest all these apples by herself and..." Pinkie kept talking, telling her new friend all about the ponies on Pinkies mind. The changeling just stood in the shower with her and listened.

Pinkie was trying to convince the changeling to go get Gummy for her, she was beginning to get worried about her scaled friend. Her other friends were apparently in rooms like hers, but nopony knew where Gummy went to. "Please, Please, Please! I'm really worried about him. He's just a baby alligator and the castle is full of scary changelings."

"I'll think about it. We have something important to do today, though, and I need to make sure nothing else goes wrong." The changeling was acting frustrated. Pinkie knew why. After the horrible vomit experience last night the changeling hadn't had a very fun night. It had things fall on it, it had slipped in the bathroom falling into the waste water, and one of the guards had decided to rapidly open the door smashing the changeling against the wall. Twice. It was like the whole room had turned into some kind of death trap intent on killing the changeling. Pinkie had tried to warn it with her Pinkie Sense, but at first it didn't believe her. It was slowly coming around, though.

Speaking of which, Pinkie felt her ear flop. Standing for a moment to let the signal run its course, she turned to the changeling and shouted, "Door!"

The pony shaped bug stared at her blankly for a second, obviously trying to figure out what she meant when the door swiftly opened once again smashing her to the wall. Pinkie cringed as she heard a splat. That was going to hurt.

Queen Chrysalis strode into the room, first glancing about in confusion and then staring accusingly at the suddenly terrified little pink pony. "Where is your caretaker, prisoner?" The queen moved purposefully towards her glaring at the cowering pony as her anger rose. "What have you done with my child?"

Pinkie glanced behind the queen, seeing a leg twitching from the other side of the door. She was having a difficult time speaking right now, but she managed to point a pink hoof towards her smushed friend and stammer out some words."I.. think you squashed her..." The Queen followed pinkies hoof to the twitching limb, and then her mouth opened and no words came out.

"..."

Chrysalis quickly levitated the door shut, and watched as her child slid down the wall, it's face frozen in a grim smile and the wall covered in green slime. "I.. am sorry. That was unintended." Chrysalis looked mortified. It was a strange look on the Changeling Queen.

The changeling spoke through its grimace, trying desperately to sound unhurt. "It's fine, your majesty. Just give me second."

Chrysalis and Pinkie watched as the changeling composed itself, drawing its limbs safely underneath it, and falling free from the green goo that had been holding it to the wall. Its backside was covered in the same green slime that had held it stuck, and its legs and wings were bent at a funny angle. Slowly its face returned to normal as its wings and legs popped into their regular shape. The green slime still covered it, but it was no longer leaking from its body.

Pinkie smiled, seeing that her friend was fine. "That is a neat trick!"

"It's actually not as hard as it looks when I have two ponies that want me to get better standing right next to me." The changeling was wearing a weary smile.

Chrysalis looked back at the pink pony, her anger gone and interest apparent. "Is that so?" Her gaze drifted to the recently injured changeling. "Well, you two seem to be getting along better than I expected. That last one wasn't doing very good, and I was worried that most of my children were failing me. I am sorry about the door. I was still upset over what happened with your sister. I'm not sure what she is trying to do."

Pinkie grew excited at this. "You have a sister? I have two sisters! Why didn't you tell me about your sister?"

The changeling ignored her, and spoke to her queen. "I was wondering, Your Majesty, would it be okay for me to take Pinkie out of this room for a while? She really wants to find her pet alligator and I think we could both use a change of scenery."

The Queen gave this request some thought. "I don't see why not, just make sure to keep her from talking to her friends for now. I don't want them getting any ideas just yet. Let me know when you think she's ready to see Twilight."

The changeling seemed relieved at this answer. "Thank you, Your Majesty."

"Since things are going well here, I have some other ponies to meet. Good luck, child. I'm counting on you."

"Yes, Your Majesty."

The Changeling Queen left the two smaller creatures alone in the room and proceeded on to her future appointments. Pinkie and the changeling looked at each other and smiled. "Now about those sisters..."

Pinkie Pie's caretaker inwardly groaned. It had been three days since the Queen had given her permission to take Pinkie out of her room. They had immediately gone on an alligator hunt, the strange pink pony leading her directly to the castle kitchens. Gummy had been found in some giant forgotten cooking pot, happily gnawing on a sponge. The caretaker had no idea how she knew exactly where to look for the alligator, but Pinkie had been right on her first try. The weirdness hadn't ended there, oh no. At first, the caretaker thought that Pinkie was some kind of low grade psychic, able to predict strange events before they happened.

She was now sure that this was not the case. The world around her was slowly trying to kill her, first the knives in the kitchen, then the oven. Doors were now a terrifying thing for the changeling. And everything appeared to be centered on the changeling. This hadn't happened until she was Pinkies caretaker, but it was happening now with ferocity. Somehow, on some level, her innocent pink friend was warping reality around her in order to kill the changeling. She was sure of it now. Especially after that accident with the flying hammers in the bathroom. The only reason she was still alive at all was that the pink pony really had accepted her as some kind of friend after that first horrible night, and Pinkie loved her friends wholeheartedly.

After they had found Gummy, Pinkie had convinced her to help make some cupcakes for her friends. She had been particularly distraught about Rainbow Dash, having heard that things weren't going well for her. Apparently Rainbow had always had problems making new friends, always coming off as abrasive, and Pinkie had liked to help her when new ponies came to their town. The pink pony had baked quite a few cupcakes, but had made a special one for each friend. She decorated the special ones with their cutie marks and had put a little heart on the rainbow one.

The changeling gave another internal groan when she thought about Rainbow Dash. Pinkie seemed to dote on her in her thoughts, and one of her more creative sisters had mostly finished with her yesterday. That bad situation the Queen had talked about apparently turned around quite quickly once the Queen had finished her visit. Pinkie might not like that and probably would be pretty upset when she found out. And now Pinkie's caretaker was one step closer to failing again.

Pinkie's Caretaker was making no progress with her charge. Pinkie had remained unchanged after that first night where she had comforted the sick changeling. She viewed the changeling as a friend, but she had not grown more loyal to the Hive in any way, and she still was not fond of the Queen. Pinkie was not ready to speak to the new princess, the caretaker was sure of it.

She couldn't fail her Queen, and she couldn't fail her hive. While they weren't on any sort of a time-line, she knew that at least two of the other mares had succumbed to the will of the hive. She did not wish to be the last caretaker to succeed, or worse, fail entirely. The Queen was not known for her forgiveness. There must be something she was missing.

She knew that her current plan wouldn't work and that she had to try something different. What was her current plan? Make friends with the pony and make it depend on her? Make it depend on the Hive? That pony took care of most things itself, it only needed her for basic company and to help feed it. She really didn't want to hurt the pink pony, she had grown fond of it, but she was getting desperate. She was going to have to ask for help. Maybe her more creative sister knew some sort of trick?

Pinkie's day had been going pretty swell so far. Her caretaker had brought her some breakfast, and then they went for a walk. Some of the castle stones had almost fell on her though, and only Pinkie's quick thinking had saved her changeling friend. This castle sure was falling apart. It kind of reminded her of Ponyville with all of its crazy dangerous problems. She kind of missed the Cakes, who lived in Ponyville, so she wrote a letter telling them that she was fine. She explained how most of the changelings were meanie pants, but some of them were pretty nice.

She also tried to write in a secret note about how she wasn't going to try to escape until she had all of her friends, but she wasn't sure Mr. Cake would understand the picture that had half a dozen donuts being delivered by her to their house. She had been extra careful to draw in all of her friends cutie marks on the donuts, but they were kind of hard to make out. Her crayons had started to run out when she tried to draw what she thought Spike's cutie mark might be.

Hopefully she could convince her changeling friend to take the note for her. Actually... She had been gone for a while. Where did she go? Usually her caretaker kept her and Gummy company all the time unless she was getting them things. This time she had said she needed to talk to somepony about something. Maybe it was about a party! Pinkie was getting party fever, it happened when she didn't throw a party for a long time, and this had been four days since her last party. Pinkies face fell as she remembered the last party, Twilight screaming and Fluttershy lying on the ground crying. Rainbow and Applejack fighting through changelings trying to save them while Pinkie and Rarity could only watch.

Pinkie pushed the thoughts of parties out of her mind. She needed to focus on the now! She had to convince the changeling to let her go visit the rest of her friends. She really missed playing pranks and telling jokes with Rainbow, the changeling had a very different sense of humor and didn't understand pranks at all! She had thought those hammers in the bathroom had been some kind of death threat from somepony, so Pinkie had kept quiet about her involvement. Even if it did seem really obvious to the pink pony. Who else would have put the hammers there?

A strange Pinkie Twitch ran through her body. She wasn't familiar with it. It felt kinda good, but also kinda bad. What could it mean? It must be something big, it ran all the way through her. Usually Pinkie Twitches were small, localized things. The more of her felt it, the bigger it was. She should be extra special careful for a little while. She heard the door open and turned to see her caretaker come inside.

"Hello Pinkie."

"Hello! Did your meeting go well? What were you doing anyways? I just had this weird twitch," the changeling looked around her nervously, "I don't think It's gonna happen yet... but it felt pretty big. Oh! And can you take this to Mr. Cake?" Pinkie proffered her letter to the still nervous changeling.

"I'm sorry Pinkie, but the letter is going to have to wait. We have something important to do." The changeling looked apologetic.

"Okie dokey low-key. Maybe later then."

"I'm really sorry about this, but remember when we first met and I said I wasn't trying to trick you yet?"

"Yup! I thought you were a meanie pants, but then you got all sick because you were trying to be nice, and I said 'Pinkie, anypony who is silly enough to get sick to make you feel better is silly enough to be your friend!' And then we were friends!" Pinkie recounted the event to the best of her ability. She thought she did a pretty good job!

"Well, I'm going to have to trick you now." The changeling looked sad at this prospect.

"Awww... Cheer up! I'm sure it won't be that bad. Is it a prank? Do you finally want to try one?" Pinkie tried to stay hopeful, this was her friend after all.

"I'm afraid... you might be pretty upset with me afterwords. And I'm scared. I don't want to lose you as a friend. Can I get a hug real quick?" The changeling sounded really sad now, its voice catching on words as if it was going to cry.

"Of course! No matter what ails you, your Aunt Pinkie Pie is here to help!" Pinkie happily rushed forward to hug her sad friend.

Pinkie's forelegs wrapped around her changeling buddy, and she squeezed tightly. Her changeling friend returned the embrace. Usually Pinkie's friends couldn't hug as tightly as she did, sometimes she accidentally left ponies breathless. This time the changeling was squeezing her tightly, and Pinkie found it difficult to breathe. So that's what it felt like! She should be more careful with her friends in the future, this wasn't as nice as she'd hoped it would be to be squeezed so hard when she wa... Pinky felt something weird that completely derailed her thoughts.

The changeling had lowered it's head to behind her shoulder's and had it's mouth open wide, pressed against her flesh. Pinkie let go of her hug, the changeling only held her tighter. "Umm.. What are you doing?"

The changeling didn't answer verbally, instead using it's sharp teeth for something else. Two pricks of pain shot into Pinkies back as the changeling's fangs slipped through her fur and into her body. "Hey that hurt! Let me go!" Pinkie didn't like the feeling of being bit, it made her feel like her friend was trying to eat her. Was it trying to eat her? Had it been tricking her all along, do changelings really secretly eat ponies and somewhere have a book about it called "To Serve Ponykind?" She had to get away!

Pinkie struggled against the changelings grip, kicking and flailing her hooves to escape. But it seemed like her hooves could only reach the hardest part of the changelings carapace, as if it was designed to be protected while it did this to a pony. She started screaming, trying to scare it away, but the changeling didn't let go.

A string of fire started running from where the changeling bit her and continued all through her body. It raced, pulsing forward every time her terrified heart beat. As the fire began to spread through her forelegs, she felt them fall weakly down. She tried and tried to move them, but nothing happened. The changeling just held her tightly, its lips pressed into her fur and its teeth pressed into her flesh. It was some kind of venom, and Pinkie couldn't get to the emergency snake bite kit she had stashed under the palace rug in the royal court room.

As the burning sensation spread through her body, she fell limp in the changelings embrace. Her screams petered out into whimpers, and she tried to ask why, but her mouth and lungs wouldn't respond. Oddly she could still move her tongue and had some control over her throat, enough to swallow so she wouldn't choke. But without her voice box and lips, she was silent. Her body was floppy, and the pink pony's eyes filled with confusion. The changeling pulled out of its dangerous kiss, and relaxed its hold on Pinkie so it could look her in the face. "I'm sorry. I wanted to be your friend, too."

The changeling carried Pinkie to her bed, and gently laid her down next to Gummy, who stared blankly. After laying her down, she leaned down to Pinkie's forehead and put a warm kiss on it. Then she picked up Gummy as Pinkie's head flopped to the side. "I don't think Gummy needs to watch this, so I'm going to put him in the bathroom for you."

Pinkie was confused. What just happened? That wasn't a very good prank! Now she couldn't move at all, she couldn't even talk! All she could do was look around with her eyes and wait for them to blink on their own. She tried to push her tongue out through her mouth, but her jaw was sealed shut. Her shoulder hurt, badly, and she felt something warm pooling around her back below where the changeling had bitten her. She was bleeding! This was a really bad prank, she was ready for it to be over.

She tried to say anything, to move anything to let her caretaker know that she wanted this to stop. But nothing happened for her. Her legs wouldn't move, her mouth wouldn't work, and her lungs just kept a regular unconscious rhythm. She thought that maybe she had wet herself, but she couldn't look down to see.

The changeling came back from the bathroom and shut the door. Then it walked over to the bed, and climbed in with Pinkie. Now Pinkie was really scared. Was this part where she was eaten? At least the changeling had been nice enough to put Gummy in the bathroom first. She felt the changeling slide under her body, holding Pinkie against her stomach so they both faced upwards and Pinkies head could rest on the changelings chest. "They won't be here for a little while, so I have some time to explain what's happening."

Pinkie felt the changelings chest move up and down as it talked to her, and the voice vibrated through her body. "Usually when a changeling does that to somepony, it's because we are planning on taking their place. We might stash the body somewhere and take their form for a while. Maybe forever. The venom will wear off eventually or we can dispel it, but that rarely gets a chance to happen." The changeling hugged Pinkie, not letting her go. Pinkies fear kept rising as she imagined being stuffed in a box under the bed while the changeling played with Gummy in her room.

"We need to keep the pony alive for a while because often times we don't have all the information we need to pretend to be that pony. Usually, we interrogate it. Ask it questions, feel its emotions for answers. We don't need you to answer verbally, just to stay close, like this, and we can feel your answers." Pinkie mentally scolded herself. They were monsters, she shouldn't have forgotten that. She had forgotten to keep remembering that it wasn't her, and now it was going to be her! This one had been interrogating her the whole time and she just let it happen. Now that it didn't need her anymore it was going to eat her!

"Now don't be scared like that. I'm not going to kill you or eat you or anything. I would have done that already if that's what I wanted. You don't have to be so afraid. I really did want to be your friend, it's why I've been so gentle with you and made sure Gummy was safe." Pinkie relaxed a little, she guessed if the monster had just wanted to eat her, it would have already. All she could do now was hope somepony would come and save her. She imagined Rainbow bursting through the door and flying up and pulling her away from the evil changeling that held her captive. Then Dashie would carry her out the door and they would fly away together. Pinkie wouldn't be able to move at first, but then she would get a kiss from Dashie and she would wake up, just like...

"What are you thinking about right now? You are the strangest pony I have ever met."

Oh yeah, she was still stuck here, just laying on top of this changeling like a Lazy Pie. Come to think of it, now that she could see down her whole body, she was just lying there. It looked like she was completely relaxed. Her curly pink tail was barely covering anything, and her legs were kind of spread by the changelings own. It had wrapped its legs lightly around hers and pulled them apart slightly. It felt like the changelings personal spot was pressed smoothly against her lower back, just above her tail, making her feel awkward. Pinkie Pie turned more pink as her embarrassment set in. She never liked to be exposed like this, it was really not for other ponies to see. She hoped the changeling would cover her up a little before her friends got here.

"Just realized the position you’re in, hmm? I'm sorry it's embarrassing, but you'll understand later. Now where was I before you distracted me... Oh yes! I was told that I couldn't let you talk to your friends. So I had to make sure you wouldn't talk. One of your friends is going to come by, and I knew that you wouldn't be able to resist saying anything. I also wanted you to watch something, and so relaxing you like this was the easiest way to do it. The venom is a bit magic, and only works when I can get you to love me just before I bite you. It's usually not a problem for a changeling to impersonate somepony for that, but you knew who I was. Luckily we were in a unique position where you loved me, and I needed you to do something. So I played a little trick on you."

Pinkie pie really didn't like that explanation. It sounded like the changeling didn't want to hurt her, but it had bit her in the back! Maybe they could still be friends? Do friends usually bite each other and make them paralyzed? And she said a friend was coming by! The Queen had mentioned Twilight, maybe it was her? Still, she really didn't like not being able to move or talk. You shouldn't make friends do something like this. The changeling was usually used to being a monster, so maybe she just didn't know how to be a good friend?

The changeling began to talk some more, causing the pleasant vibration of sound to move through Pinkie. She had never rested on anyponies chest while they talked before. It wasn't a bad sensation, but Pinkie didn't care for it at the moment. "I'm not sure you'll want to be my friend after this, but if you do, I'd still like to be yours. We still have a little time, so if you don't mind I'm going to keep holding you like this."

Pinkie pie actually did mind, she really wanted to be covered up at least. But there was nothing she could really do about it so she gave a mental sigh and just sat there, annoyed and confused with the changeling's actions. They both stayed quiet for a while, waiting for their guests to arrive.

Pinkie heard the door open, but she couldn't turn her head to look. It sounded like two ponies were walking in! The first pony she saw was obviously a changeling. It looked almost identical to her captor, and hadn't bothered to wear a disguise, but it did have some saddlebags on. It was holding some kind of strange green rope in its mouth, that was leading to some other pony. Pinkie had to look through two reflexive blinks before she realized what she was seeing.

The other pony looked like Rainbow Dash. But something was wrong. It's eyes were covered in a dark green goo, forming a strange blindfold. The rope that lead to it didn't go to some kind of harness, but rather a bit in the pony's mouth that the pony held onto. The cyan blue fur and feathers that covered the "almost Rainbow Dash pony" were crisscrossed by some sort of light green web, it wasn't very noticeable at first, but it covered her whole body. The web extended over the pony's prismatic tail, wrapping it tightly together, while a mane that looked like Rainbow's usually did stuck messily out the top. There was also a big glob of some green goo smeared between her wings, extending about halfway up each wing, and connecting in the middle. Pinkie couldn't quite see the cutie mark because it was covered by her wings, but the part she could see looked like Dashie's.

The changeling holding her quietly whispered in her ear, so that only Pinkie Pie could hear. "This is your friend, the one you talk about all the time. I could feel your fantasies, you know. You would drift away in your thoughts whenever you talk about her. That other one is one of my sisters. I want you to watch them closely."

Pinkie didn't need to be told to watch them closely. But she did try to shout to Dashie. She tried to shout that she needed to be saved, that Dashie needed to spit out that rope and fly over here and get her off of the changeling and then wake her up so she could move. Pinkie tried to shout lots of things, but all she could do was waggle her tongue uselessly behind her closed jaw and watch. She watched as the changeling walked the rope and Dashie over to the bed where they would be close to Pinkie. Then the changeling put the rope on the bed, and turned to face Rainbow.

Pinkie heard the changeling speak in a firm, commanding voice. "We came here to help one of my sisters. She was... curious about our relationship, so I decided to show it to her." The changeling leaned in closer, and spoke much lower. "I thought we'd show her... everything."

Rainbow blushed at this, and her wings slowly began to rise. Pinkie's chromatic friend gently nodded her head up and down, not letting the bit out of her mouth. What were they talking about? Why was Rainbow just quietly agreeing with what the changeling said? What did she mean by relationship? Had they became friends? Pinkie had a bunch of questions, but she couldn't ask any as the changeling continued.

"I knew you'd like an audience. You always were a bit of a showoff... I have another idea. If you get a new fan, maybe I'll let that fan spend some time with the star of the show. Of course..." She leaned in close again, and this time Pinkie had to really focus on trying to hear it. She only managed to make out a few quiet whispers. "If you... for... but me... will... severely." Dashie turned bright red at whatever the changeling had told her, and her wings quickly became stiff as a board. "Now, I have some things to set up. Why don't you tell my sister a little about yourself while I get things ready? Let her get to know you." The changeling then leaned in and grabbed the bit from Dash's mouth with her own, spending a moment to put their lips together.

Pinkie saw Dash give a short smile after that. Had they just kissed? Pinkie felt something strange in her tummy. She quickly decided that she did not like it. The changeling put the bit down, and began to levitate some more green rope things out of its saddlebag. It was moving the rope to corners of the room, and securing it against the wall. Rainbow turned her head around for a second, confused, before the changeling holding Pinkie spoke up. "Over here."

Dash turned to face them, and spoke. "Right... I'm Rainbow Dash, the fastest pegasus in Equestria!" She stood proudly and gave a little stomp with her hoof to accentuate her boast. The changeling holding Pinkie relaxed her grip for a moment as it voiced a question.

"And what is Rainbow Dash, the fastest pegasus in Equestria, doing with my sister, probably the biggest troublemaker in the hive?"

Rainbow took a second to answer, relaxing her posture. "She's my caretaker. So I guess she takes care of me?"

Pinkie felt the changeling rub her tummy, as if it was trying to massage that bad feeling away. It didn't help much, but it was a little better, at least until the changeling spoke up again. "My sister told me a little about your relationship. So now I'm curious. How many times had you been with a pony before this all started?" That was a silly question. Rainbow had spent her whole life with ponies!

"Like... Maybe six times? Does... does a griffon count? If not... then five. Uh... Three... three times with a colt, and twice with a mare." Rainbow was visibly nervous with the question and had stuttered through her answer. Pinkie knew those stats! That was how many times Rainbow had been intimate with another pony. She had told Pinkie about the times once or twice when they were both a little tipsy. Pinkie had been curious about it, but Rainbow had told her it wasn't that great. That she'd rather hang out and chill than do those sorts of things.

"So then... How many times have you been with my sister since this started?" Pinkie felt her stomach drop, the rubbing hoof doing nothing to hold it up. Her eyes darted quickly to the changeling putting up green ropes, and then back to Rainbow. No way. She couldn't believe that.

"I'm... not sure. Maybe ten? Maybe twenty? Maybe more?" Pinkie would have whimpered, instead she just felt herself crumble as that bad feeling turned into a huge hole in her body and sucked all of her happiness out. There was a noise like air rushing out of a balloon, and she dejectedly noticed that her poofy tail had straightened out, leaving her fully visible to the world. The rubbing briefly paused as though the changeling holding her was startled by something, but it then continued its ministrations pushing harder than before into her soft empty body.

"So why can't you keep track of it? Can't you count higher than six?"

"Of course I can count!" Dash sounded annoyed. "I'm not an egghead, but I'm also not stupid. It's just... I'm not sure what counts, exactly." Dash paused, as if thinking. "And it's all kind of a blur. I don't really know how long it's been, and I don't get...much sleep. Sometimes I wake up and we're halfway through already. Sometimes we just keep going until I'm too tired and pass out." Rainbow drifted off as though she was distracted and embarrassed. Pinkie tried very hard not to listen, she tried to focus on anything else. The firm comforting hoof on her stomach, her own breathing, or even the changelings warm body. It didn't work. She still heard everything best friend said.

Pinkie dejectedly watched a green rope levitate above her head and fasten to the wall behind her. It looked like the changeling was securing the other end somewhere else, pulling the rope tight. "Doesn't that hurt? I don't think ponies are meant to be that active. It's not a big deal for a changeling, but isn't it unpleasant for you?" Pinkie felt and heard the changeling holding her ask it's question, but she was focusing on the rope instead. It was so green, and almost looked like it was some sort of goo that had congealed. What a weird rope.

"Yeah. It hurts. Sometimes it hurts a lot... She let's me hurt, but she won't let me get hurt. I'm an athlete, I'm used to being sore, to being exhausted. This isn't too different. And when it get's really bad, she's... gentle with me until I feel better." Pinkie was really intrigued by this rope, and definitely did not hear that. Especially not that last part. She also didn't hear the wistful tone that Rainbow had spoke the last part in. She was much too focused on this very green rope. It looked like some kind of congealed goo. How strange.

"I don't know how long I'll be stuck here waiting to see my friends, but as long as I'm stuck, I might as well spend it with her. I like how it makes me feel. I like how she makes me feel." Dash seemed proud of this, and the words came out easy, almost as a challenge.

A voice carried from the other side of the room, "I'm done! Let's start with something easy." The changeling that was holding Pinkie started scooting over to the side of the bed, dragging Pinkie's pliant body with her. Then the changeling turned sideways, letting both herself and Pinkie rest on the bed. Pinkie watched the green rope held taut above her as the other changeling lead Rainbow to the side of the bed, and they both got on.

It soon became very hard for Pinkie to watch her rope, as Rainbow's face was inches from hers. Maybe Pinkie misunderstood everything. Maybe this was still just a very bad prank. Changelings weren't very good at pranks after all. She was distracted by the changeling climbing on top of Rainbow. The changeling rested her head on top of Dashie's, and she winked at Pinkie. Not a prank then. Oh well. Too bad she couldn't see her rope anymore.

"Now Dash, my sister is close by on the bed. Be very careful about touching her. We wouldn't want me to be confused as to who you are moaning for..." Pinkie felt Dash's hot breath wash over her as Dash's breathing got heavier and she answered the changeling on top of her.

"Yes, ma'am."

"I'm going to do a little something to help keep you from touching her. It has to do with your new toy. You'll enjoy it." The changeling grinned wickedly, and touched her horn to the back of Dash's neck. Pinkie watched as the green net around Dash's body briefly glowed, and then tightened. Bit's of Dash's fur pressed through the net, in some places her flesh pushed back leaving little bumps all across her body. Pinkie wasn't the only pony to notice this.

Dash gave a light squeal, and groaned her approval. She started to squirm as she tested the strength of this new binding. Pinkie felt another hot breath warm her face. This one occurred during one of Pinkies automatic breaths, and she felt herself breathe in Dash's moist air. Dash had managed to scoot closer up during her squirming, and now their mouths were almost touching. Pinkie was afraid that Dash would touch her, that she would find out she was in the room. Dash smiled, and let her partner know how she felt. "That's tight. I like it."

"I told you you would..." Pinkie saw Dash shiver when the changeling said this, and then Dash's mouth sucked in a deep breath, cooling Pinkies face. She didn't understand. Why was Dashie smiling? Why was she so happy to be stuck like that? It looked like it hurt, the tight net trapping her body like some kind of vice. And yet Dashie was so excited, Pinkie could see it. Her big blue wings were sticking straight out from under the changeling and her breathing was fast and hot. The changeling winked at Pinkie from on top of Dash. "Now, let's begin."

The changeling stood up over Dash's prone body, and lightly bit her wing at the base. Dash's smile melted into a look of concentration, and she began to bite her lip. A low moan escaped from her mouth, and Pinkie felt the damp air on her face again. The changeling begin to work it's way up and down Dash's wing, nibbling and biting as it went, each bite eliciting a noise from Dash. Pinkie was confused. Dash had always been sensitive about ponies touching her wings. The only pony who didn't usually earn a harsh stare from Dashie for an accidental brush was Pinkie. Had been Pinkie.

Something was happening to Pinkie as she watched. Her body still felt empty, like there was nothing inside. She felt kind of detached, like this wasn't happening and it was all a nightmare. But the hoof that had been performing reassuring circles on her tummy had changed its mind, and was tracing down her stomach to her nipples. Pinkie felt her own breathing pick up as a delicate pinch encompassed her teat. A warm wet feeling surrounded her ear, and Pinkie realized it was being nibbled on by the changeling who held her. Just like Dash's wings.

Pinkie's focus drifted back to Dash, who was now regularly making little noises as her wings were being nibbled. The changeling had moved to her other wing, and Dash's ear had started to twitch, as though it was trying to flick some annoyance out of it. Dashie was rhythmically squirming forward and back, rocking her bound body to some unheard noise as the changeling kept gnawing on her beautiful wings. Pinkie's nipple had a deep pressure on it, forcing her flesh to burn in embarrassment as she started to heat up. She wasn't supposed to be watching this. She wasn't supposed to be here. She wasn't supposed to see Dash like this, so close to her. And she wasn't supposed to be feeling like this either.

The changeling holding Pinkie took its other hoof and opened her mouth, letting her breathe easier than before. Pinkie saw Dash shudder when Pinkie's own breath warmed Dashie's skin. She had breathed in Dashie's face. And Dashie had liked it. Pinkie couldn't take her eyes off of Dash's face, even as the hoof wandering her body abandoned her nipples and began to drift lower. She heavily breathed out again as the hoof quietly and carefully rubbed her soft outer lips. Dash's cheeks turned a darker shade of red, and her own exhale was more forceful. This time, the breath wasn't a careless wave of heat over her whole face; it was directed at her mouth, so close to Dash's own. Pinkie realized that Dash was blowing on her. That Dash had felt her breathing and knew there was a pony right here. Dash wanted that pony to feel what she had just felt when Pinkie breathed warm air on her.

Pinkie began to grow warm, and she felt the hoof massaging her lower lips grow wet. That empty feeling was still inside of her, it still hurt, but something was soothing it. Something was helping the pain go away. Dash's face was contorting in pleasure, and the changeling on her back was increasing its speed. It was moving quickly and violently now, leaving little red marks up and down her wing. Dash's quiet noises were rapidly becoming louder moans and grunts, and she was struggling against the webbed net that held her. Pinkie watched as Dash's strong body pressed against the net, her muscles flexing and relaxing. What was happening to Dashie? A slick hoof began to press harder against her lower lips, and she felt them give in to the pressure as the hoof slid in. What was happening to her?

Pinkie felt the strange invader inside her body. It was firm and wet, dragging itself around at her entrance, pushing in places she had never touched before. Her body was reacting, and she didn't know why. Was this what Dashie was feeling right now? This building fluttery sensation that started growing in her lower body and slowly ran up her? Pinkie Pie wanted to shudder, to scream, to do something. She was confused and she felt strange. She couldn't move anything, and she felt something building within her. She wanted to fight it. She wanted to push it back, but she didn't know how. She couldn't even move.

Dash was loud enough for both of them now, the changeling had given up on using its mouth and was simply pressing up and down both her hard wings with its hooves. It looked like it was using all of it's weight to fight Dash's incredibly strong flight muscles, forcing her wings down, and then letting its hooves slide over them until they popped back up. Then she would do it again and the bed would lightly bounce. Every time Dashes wings popped back up a loud senseless moan came flying out of her and into Pinkies open mouth. Dash's face was strained, and her mouth was wide open when she breathed. Pinkie could see her tongue inside, occasionally it would flick to her teeth or press the roof of her mouth, but when she moaned it would come out just a little.

The hoof working Pinkies insides began to grow more frantic, and that fluttery feeling felt like it was going to overflow. Pinkie knew it was going to happen soon. Was it going to hurt? Was it going to change her? Now, with each frantic scream Dash was moving closer to Pinkie, her squirming and stretching accidentally propelling her forward. Pinkie forgot all about her fluttery bubbling feeling when Dash pressed up against her.

With a particularly loud scream, Dash slid just close enough to feel Pinkies lips. As soon as Dash had felt her there, she pushed into a kiss with Pinkie. Pinkie's mind blanked as Dash's tongue wildly explored her mouth. The hot organ was dry, as though it had been exposed to too much air. Pinkies own cautious tongue ran into it, and she wrapped Dash's tongue with her own. Dash's brave explorer was hard and hot, it wildly strained up and down, but didn't retreat from Pinkie's touch. Dash's lips were hot as well, covered in a sticky coating of thick drying spit that glued them to Pinkies soft skin.

Pinkie Pie watched as Dash's face contorted and liquid ran from under her blindfold. Dash shuddered wildly, her body straining against it's bindings and trying desperately to bend. Her wings flared and lifted the changeling up, almost throwing it off her body. Pinkie felt Dash's tongue spasm wildly in her mouth, and a muffled scream escaped from Dash to fill Pinkies lungs. Dash held her breath for a few seconds, lips pressed tightly against Pinkies and her tongue quietly quaking in her mouth. Pinkie witnessed Dash's whole body give a light shake and then relax. As Dash began to grow soft in her mouth, her lips peeling off of Pinkies, Pinkie felt her own forgotten body reach some sort of peak.

Pinkie came quietly, unable to move or make a noise. Her tongue desperately chased Dash's retreating organ, and an amazing feeling rose from the fluttery sensation that filled her body. She couldn't scream or squirm, but she could feel it fill her, soothing that terrible empty feeling. The hoof pressing into her soft underside was drenched in something, and Dash's scream seeped out of Pinkie's lungs as her body reflexively gasped for breath. She saw Dash's weary face smile in contentment, and Pinkie suddenly felt much better. For a brief moment, Pinkie didn't feel that terrible heartache at all. This wasn't what Pinkie had wanted, but her friend was smiling. Pinkie relaxed and just felt the feeling wash over her. It felt good, and her friend was smiling at her. Her excitement didn't last nearly as long as Dashie's, probably only a moment. But it didn't matter, her friend was smiling.

Pinkie felt her caretaker pull its hoof out of her, and returned the wet thing to it's previous circle around her tummy. Her breathing slowed and her mind began to work like normal as she watched Dash grinning like a maniac, catching her own breath. The changeling on top of her looked suspiciously down at Pinkie, and ran a firm hoof down the back of Dash's neck, resting it on her head and pinning it to the bed. Dash was still grinning. "Dash... I've never seen you cum so hard from wing play... Did something else happen? Something that I might want to know of?"

"I.. Uh... Might have kissed your sister... When I came..." Dash said sheepishly. She was still smiling, grinning like she just stole an apple from Applejack. Pinkie felt her heart drop for a moment, threatening to leave her empty once again. Of course Dash thought she was the changeling. Dashie didn't know she was here. The changeling holding her shifted, pulling her away from Dash.

"I talked to you about that. Your going to have to be punished now." The changeling took her hoof off of Dash's head, and used it to pull her head up so that Dash would be looking into her face if Dash could see. Dash's neck was strained as she craned her head backwards, but Pinkie could still see the edge of her smile.

"I'm a bad, dirty pony... I need to be punished." Pinkie watched as Dash and her partner kissed full on now, their lips interlocking intimately. This wasn't like the kiss she had stolen, this was different. Instead of a desperate wild look, they looked relaxed, accepting each other casually. The changeling eyed Pinkie the whole time, her face giving away nothing of her intentions. Pinkie felt like she was watching something not meant for her, like she was trespassing, but she couldn't look away.

Dash's head was canted back, and Pinkie could see the underside of her blue chin and all the way down her slender neck. Her jaw muscles were moving beneath her skin, and Pinkie imagined their tongues interlocked. Pinkie saw something bulging down Rainbow's throat, as if she was swallowing. But the thing didn't pass as a wave, like a gulp of food. Instead Dash's throat grew just a little wider as something pushed down it. Pinkie realized what she was seeing. It was the changelings tongue.

Pinkie felt that hollow feeling start to grow again as the changeling winked at her, its tongue buried in Dashie's throat. The bulge pulled slowly out of Rainbows neck, and the changeling broke their kiss. Dash was panting heavily. "Wow... that... that was new... You are freaky, you know that?" The changeling smiled and turned her creepy gaze from Pinkie to Rainbow.

"That wasn't your punishment, you know. I just felt like trying that. I'm going to put that tongue somewhere else later." Rainbow's body lightly shuddered, and then her smile returned. "But first, we need to deal with your punishment. I've taken away your sight, I'm going to take away your hearing now. You belong to me, and you will only hear what I want you to hear until I feel you've made up for that transgression." The changeling levitated some more things out of it's saddlebag. It looked like little globs of goo. Then the hovering globs of goo traveled to Rainbow's ears, and squeaked inside. Rainbow looked momentarily alarmed, but began to settle when the changeling pulled her into another kiss.

Pinkie's caretaker began to speak as Pinkie watched her friend drinking the changeling's tongue into her throat once again. "I had to show you this Pinkie, so you knew. Rainbow can't be yours. She belongs to my sister. All those times you would drift off into fantasies about her, and here she was just a few rooms over. While we were playing games and coloring, she was probably screaming from my sisters attention.”

Pinkie tried really hard to not think about that. About Rainbow's hot sweaty body wrapped up in that net, and Dashie begging to be punished. She tried very, very hard not to watch the look on Dashie's face when the changeling kissed her. Pinkie tried not to remember the subtle hints she had given Dashie that were ignored in favor of playing pranks, or telling stories. She tried not to imagine that smile that Dash had worn almost constantly. It was a smile she had always wanted to see Dash wear before, she had just hoped that she would have been the pony to make her wear it.

“I knew you wouldn't resist saying something or interfering so I had to make sure you couldn't." Pinkie felt the changeling hug her, and she watched Rainbow stop kissing for a moment to get some air. Rainbow sure looked... content. Pinkie wished she could cry.

"I'm sorry I had to break your heart like that, but I tried to make it feel better. I let Rainbow give you a little kiss even though I wasn't supposed to. I knew telling you about this wouldn't work, so I had to show you. I tried to make you feel at least a little good, and I'm pretty sure you did. Now the question is where do we go from here? You still can't have Rainbow. If you're nice, my sister might let you play with her every once in a while." Pinkie really didn't like that idea. Her chest hurt at the thought of using Dashie as some kind of toy. Her eyes drifted to the pegasus, lost in another deep kiss. Then again, Dashie didn't seem to mind being used like that. It almost looked like it made her happy.

"Of course, we still have the problem of your broken heart. I can help you with that, you know." Pinkie didn't think the changeling could help much, it hurt pretty bad. The changeling took both of her hooves and held them in front of Pinkie's face. A brief flash of warmth ran through her body as she watched the changelings hooves ignite into flame, and then cool off to a cyan blue. Then Pinkie heard a very familiar voice. "After all... I'd never leave my friends hanging."

Pinkie swallowed weakly. This wasn't Rainbow holding her, she had to remember that. This was that awful changeling who had tricked her into getting bit. After it told her it would. And then it had taken Gummy and hid him in the bathroom, so he didn't have to watch this. This horrible awful changeling had held her and cuddled her as her closest friend gave herself to somepony that Pinkie didn't even know. This terrible changeling had let Rainbow kiss her, and had tried to soothe her broken heart. And now this monster was going to try and make her feel better by pretending to be her closest friend. And it was working.

Pinkie dejectedly watched as the changeling kissing Rainbow began to attach some of those green slimy ropes to her web suite. Rainbow just hung limply, letting the changeling move her limbs for her and get them hooked into the strange rope. Pinkie saw that she had a weak smirk, as if she knew what was going to happen. She seemed happy. Why should Pinkie even try to interfere? She just wanted all her friends to be happy, and if Rainbow was happy with this... Why not? Sure, it made her kind of sad to not be Rainbow's special somepony, but that wasn't her business. Not anymore. A bright blue face filled her vision, and wide magenta eyes looked at her. "You got distracted, Pinkie Pie. I was trying to talk to you!"

Pinkie focused on the upside down face, her eyes wandering over the details. It sure looked like Dashie. "As I was saying... I'm not Rainbow Dash. But I want to be your friend. Rainbow is happy, Pinkie. You should be happy too. And I can help with that..." Pinkie felt a hoof under her chin as her caretaker tilted Pinkie's head back and gently pressed their lips together. So this is what it felt like to kiss like this. Pinkie realized that she was currently kissing in the same position Rainbow had been in just a few minutes before. It felt... nice. Her eyes were pressed against a strong cerulean chest, and her mouth felt something warm push into her.

The tongue was warm, wet, and shaped like Dash's was. It wasn't hot and frantic, but more soft and gentle. The kiss wasn't meant to be passionate, just soothing. Pinkie held her tongue back at first, afraid of what was happening. Afraid of what she was feeling. But as the curious appendage stroked her mouth, Pinkie slowly relented. Her tongue moved forward and felt Dash's dance carefully down her length. This wasn't Dash. She needed to remember that. This was... her other friend. And she was trying to make Pinkie feel better, she was trying to give something to Pinkie. Pinkie didn't like to turn down gifts...

The changeling pulled them both out of the kiss, giving her a chance to breathe. Pinkie searched the Not Dash's face. What was she feeling right now? Was this just another trick? Or did she mean it? She looked pretty serious. But she had tricked her once before. Not Dash spoke up, trying to help her. "I know your confused. I can feel it. But I'm not trying to trick you, Pinkie Pie. Not right now. I just want to help you right now. I'm going to dispel the venom, to release you from its magic. Please don't try to talk to Dash."

Pinkie felt her friend move it's mouth down her neck, and felt a brief sensation of pain as two pinpricks pierced her skin. She felt warm all over, and tingly. It almost tickled. Then her friend let her go, and climbed out from under her leaving Pinkie laying on her back, staring helplessly at the ceiling.

She saw Rainbow Dash being lifted off the ground by some stretchy green ropes attached to her net suite. She was being pulled into a position like an X a few feet above the ground, facing down. Her wings were pulled up in an unnatural position, held tightly together by more green goo. The ropes were attached to each of her limbs and her head, being magically moved about as the other changeling was walking around and adjusting things. Rainbow slowly began to slide into a position over the bed as her partner kept tweaking the bonds holding her aloft. As Dash settled into position suspended a few feet above Pinkie, Pinkie saw her smile again as she pulled lightly against the ropes. Rainbow looked happy. Pinkie should be happy for her.

Pinkie's vision was obscured as another Rainbow filled it again. "Okay Pinks. My sis is going to finish with Dash's punishment, so I'm going to help you feel better. Now, If you want, you can make me feel good too. But you don't have to, I just want to help you." Pinkie saw Dash turn around, settling onto her body. Pinkies face was covered in a multicolored tail as Dash's blue rump pressed down into her face. Pinkie smelled something musky and strong, definitely not sweet, but it still had an allure. Then Pinkie felt a warm and wet sensation on her own behind as she heard the real Rainbow Dash let out a loud moan. She couldn't see what had caused Rainbow to make that noise, but she felt something that she imagined was similar.

A tongue was coating her delicate nethers in saliva, the wet slimy sensation worming its way into her body. Pinkie shuddered as she felt it lapping at her still slick cavity. Her friend was giving her a present. Pinkies lips began to move again as she tried to make a noise, anything to help express the wonderful pleasure her friend was giving her. A soft sigh escaped her and she felt her legs begin to twitch as she tested them out.

Now that she could move, she wasn't sure she wanted to. Pinkie closed her eyes and took a deep breath of that thick smell, just feeling everything around her. She relaxed her body, and felt the tail gently swishing across her face. She heard Rainbows moans from somewhere above her. And she felt the comforting warm pressure that ran along her body as her friend kept gently massaging her warming canal. Pinkie tried to think.

Her best friend was happy, she could hear that. She had a new friend who was trying very hard to make her happy, she could feel that. And her new friend maybe wanted to feel happy, too. She could smell that. Pinkie Pie always tried to make her friends happy, and this was no exception. Making the decision, she pressed her snout into the soft flesh above her, eliciting a squeal from the surprised Dash. Well. Not Dash, her newer friend.

The flavor was strange, not something Pinkie had expected. It was bitter and heavy, reminiscent of the smell that now filled her senses. Pinkie carefully stroked around with her tongue, doing her best to mimic what her new friend was doing to her. She was slow, she knew how delicate this part of a pony was. Carefully exploring her new friend, she wondered if Dash tasted the same. If Dash felt the same inside as this changeling did. The thought made her feel more warm and tingly, and she heard another of Dash's moans. Dash was being loud, unable to hear anything except her own voice.

The firm roving pressure between her legs found a new target, a little nub of flesh nestled within her lips. When her friend found it, Pinkie opened her eyes and gasped. The feeling was an electric shock that made her tingle all over, and her friend kept gently rubbing it with her tongue. Pinkie felt the shock revitalize her sleepy body, making her feel lighter as it graced her muscles. She quickly recovered from the initial surprise, and began to search her new partner for the same little flap of flesh. Pinkie was going to make her friend feel good. She was going to make her smile.

The little nub was located at the tip, where the fleshy folds met. And when Pinkie found it, her new friend groaned. She sounded the same as the real Dash, just quieter. Pinkie wanted to fix that. Pinkie sucked lightly on the little nub, making her friend twitch a little. Her quaking body rubbed up and down Pinkies underbelly, pushing her nipples around as she shook. Pinkie felt another tingle of electricity as her friend tried the same on her, and this time Pinkie quivered. The gentle give and take between her and her friend began to drown out Dash's heated cries. Pinkie didn't even notice when Dash screamed loudly, and then was silent for a while. Pinkie only felt the warm intimate kiss of her friend, and her own giving caresses.

Pinkie began to feel that rising fluttering feeling had before. She wasn't ready to stop, she wanted to keep feeling good, she wanted to make sure the pain didn't come back, so she fought it, tried to push it down. It slowly bubbled hotter, pushing itself deep within her, and she held it at bay as she made her friend mewl softly into her moist inner thighs. Pinkie found herself smiling, maybe even crying in relief as she felt the last of that icky feeling go away. She was fighting back the bubbles now, just trying to prolong this wonderful experience. Pinkies snout was wet and sticky, her vision was blocked by a brightly colored tail, it was difficult to breathe, her mouth was tired, and she was happy.

Her friend squeezed tightly and probed deeper pushing her hard tongue well past Pinkie's inner lips, and exploring her depths. Pinkie squealed into her friend as the bubbles became too much for her to hold back. They started down low where her friend was kissing her, and spread to every corner of her body. She twitched and pulled her snout out of her friend to snort, sucking in air. The cool air rushed into her lungs, and the rainbow tail blinded her eyes. She didn't mind at all.

This time, Pinkie came with a laugh, the bubbles tickling her body up and down. She squealed and snorted, flailing and kicking with her legs. The bubbles began to pop, each time sending a shocking electric arc through her body. She hugged her friend tightly and pressed her head sideways against her friends rear, getting her ear all covered in slime. Her friend stopped what she was doing and watched as Pinkie laughed and cried while holding her head to the changeling's rear like a pillow. Pinkie felt great, all the horrible feeling was washing away with each electric pop, getting replaced by a wonderful wash of relief. Eventually the last bubble popped and Pinkie relaxed, collapsing in a giggle fit into the bed. Her friend looked back with Rainbow's face in disbelief. "Pinkie Pie, you are so random..."

Pinkie took a moment to let her giggles subside and catch her breath. "It's okay, Not Dashie. You don't have to look like Rainbow anymore. I feel better now. Thank you." Her friend dropped her disguise and snuggled up next to her. Pinkie didn't feel scared of her anymore, nor did she feel horrible when she thought of Dash. She couldn't have Dashie, but she could have somepony else.

Her friend started to dutifully lick her, trying to clean her messy head. Pinkie giggled and joined in too. Soon they were both giggling and trying to clean each others faces occasionally stopping for a moment to look at each other, and then breaking into laughter at each others sloppy faces. They weren't making much progress, but they were both having fun.

Pinkie liked this, just playing with somepony and not worrying about anything. She had been trying to be happy for the past few days and it had been hard. Almost forced. This wasn't forced at all; it felt natural and she didn't have to try and smile. They were friends, maybe closer than friends. Pinkie knew that her crush on Rainbow had been forcefully replaced, but she didn't care. She was just happy and relieved that her friend was fine and she was fine and she had a new friend who was also fine. Maybe she could make another new friend? Rainbow's partner seemed to be friendly with her sister, maybe she would be friendly to Pinkie. Pinkie didn't really want to be treated like Dash liked to be treated, but maybe the changeling would be nicer to her.

The changeling began to cuddle her again, abandoning the plan of grooming the silly pink pony. Pinkie's eyes drifted up to Rainbow, suspended in the air and held in that awkward position. She was quiet now and the changeling was resting on top of her, smiling at Pinkie as it lightly stroked Dash's belly. The changeling and Pinkie stared at each other for a while, trying to figure each other out. Pinkie guessed that the changeling was too far away to sense her emotions, so it was trying to read her face. She giggled at the thought of reading a face that had words written all over it like some kind of ridiculous book. That would be ridiculous.

The changeling wrapped itself around Rainbow protectively at that, and gave Pinkie a concerned stare. “I know we might look funny, but you shouldn't laugh at us. We're happy, and Dash wouldn't like one of her friends laughing at her like that.”

Pinkie giggled some more at that. The changeling really didn't have any idea what she was feeling that far away. She'd have to remember that for her pranks. But she should probably let it know that she wasn't laughing at Rainbow. “I wasn't laughing at you, silly. I was just thinking if you could be my friend, then I saw that you didn't know how I was feeling. So I imagined you reading me like a book, and then I saw a book all over my face and you scrunched over it trying to read the words, but I kept moving because I was laughing, and you had to bob up and down with the book on my noggin in order to read it. And then you were bobbing too, and then somepony else saw and thought we were crazy!” Pinkies friend was laughing at the exchange, being more than close enough understand the pink pony.

“That's... nice...” The changeling seemed unsure how to take this.
Pinkie thought she had been pretty clear, but sometimes she needed to clarify what she was trying to say. At least that's what Mr. Cake usually told her. “So what about it? Can you?”

“I don't think I want to read a book on your face.”

“I meant can we be friends?” Pinkie was hopeful.

The changeling relaxed her hold on Rainbow and let her legs dangle idly over the bound pegasus. It pondered the question for a while as Pinkie waited patiently. It closed its eyes and laid its head down on Rainbow's, apparently in thought. After a moment of thinking, it raised it's head and addressed her. “I'm going to need to talk to Rainbow for a while. Can you keep very quiet while I let her hear? We aren't supposed to let you talk yet to her yet, and I'm not sure if I want her to know you are here.”

Pinkie could do that. She wasn't sure that she was ready for Dash to know she was here yet either. “No problemo! Cross my heart, hope to fly, stick a cupcake in my eye!” The changeling gave her another strange look, and her friend holding her giggled.

Pinkies friend whispered into her ear,“I can help you keep your mouth shut, if you want.”

With a smile and a laugh, Pinkie let her friend help keep her mouth shut. Out of the corner of her eye, she noticed the changeling whispering to Rainbow and Rainbow whispering back. They sure had a lot to say. But Pinkie didn't mind that, it gave her more time to play with her new friend.

After a few moments, the changeling spoke back up. “If my sister has no problem with it, we can work something out. Do you object, sister?”

Pinkie's friend left their game to address her sister. “As long as you understand that she is a friend, and not a pet. And would you object if I was friends with Rainbow?”

The changeling smirked as it replied. “Of course not. You may be friends with my pet, but only as long as you understand that she is my pet. No one elses.”

“Yes! Now we can all be friends! So now that I have two friends that are changelings, I have to call you something different. That way I can tell you apart and if someone were to write a story about us it would be easier to do because then you would have names!” Pinkie was pretty excited about this whole thing. She loved getting new friends. And now her old new friend was going to be friends with her best friend, too!

Rainbow's partner didn't seem as excited about the prospect of being called something. “I am a changeling. I take whatever name I need. If I was supposed to be named, then the Queen would have named me. My pet can call me ma'am, or master. I don't care what you call me but it won't be my name.”

Pinkie was unperturbed by this statement. “Well let's see. How about... Glimmer? Alternate? Paradox? Warpy? Wrapy? Dominique? Ooh! Twilight! No, wait, there's already a changeling named Twilight. Lets see...” Both changelings looked at each other in momentary panic. “Strap? Flitter? Bubbles? Bright Eyes?”

Pinkie's old new friend interrupted her. “I like Bubbles. Can I be Bubbles?”

Pinkie stopped naming names and turned to look at Bubbles, her old new friend with wide excited eyes. “Now you're Bubbles! And do you know what that means?” Pinkie started to get a maniacal smile.

Bubbles didn't know, but she seemed excited anyways.”That I have a name now? My own that I don't have to steal?”

“Well, yes... And it also means that you need... A 'Congratulations on Your New Name' Party!” Pinkie shouted the last bit, and gave bubbles a mighty hug. “And we can invite all of our friends!” Pinkie began sorting party supplies in her head. They could make the cake and punch in the kitchen, she had an emergency stash of banners and decorations hidden behind the statues in the grand hallway, and the changelings had her party cannon somewhere. She would have to ask for that back. Or get her spare one stashed in Princess Celestia's sock drawer. It was more like a sock swimming pool with a cannon buried in it.

“I'm not sure that's a good idea yet...” Bubbles was pensive about this whole party thing.
The other changeling in the room lifted off of Rainbow and fluttered down to the bed. “Actually, it might be a good idea. We couldn't invite all of her friends, but maybe we could ask Twilight to bring some over. My pet and I could visit in real capacity. I know it would make her very happy to see that most of her friends were safe.”

Bubbles still wasn't convinced. “But Pinkie doesn't feel much different than before. It feels much the same except I can kiss her now. Not that I'm complaining, but I'm not sure she's ready to see Twilight yet.”

Pinkie looked between the two changelings in confusion. What were they talking about? Why did Bubbles seem to not want a party?

“Sister, when Twilight came to speak to Rainbow, I wasn't completely sure if Rainbow was eventually going to be willingly bucking me or kill me in my sleep before that happened. Pinkie is harmless as far as I can tell. Twilight should see her, you were worried over nothing.” The changeling then broke into a very wide grin. “But I sure had a lot of fun.”

Pinkie's party was a huge success. Twilight and Fluttershy came together and brought two new changelings with them, and Rainbow came with her caretaker. Gummy and Bubbles had helped to set up the decorations and Pinkie had been allowed full access to the kitchen in order to cook. She noticed that some of the castle staff was working in the kitchen again, but they mostly stayed away from her. It was too bad, they would have been invited to the party if they would have talked to her.
Twilight had visited her earlier and explained some things to Pinkie, like what had happened to her and what she wanted Pinkie to do. She also explained why Applejack and Rarity couldn't come to the party. They were still having problems, and until their caretakers or the Queen said they could meet their friends they had to be kept separate. Twilight had even asked for help finding Spike earlier, since Pinkie was so good at finding missing reptiles. Pinkie had tried, but as far as she could tell Spike wasn't missing, so she couldn't find him. Still, she kind of wished that Applejack, Rarity, and Spike could have come to her party.

Twilight and Fluttershy were talking to Bubbles and Rainbow's caretaker while Pinkie was catching up with Rainbow herself. Twilight had wanted to talk with them about something important that Pinkie and Rainbow already knew, so they had decided to joke around for a while.

“So how did you convince bubbles to let you make cupcakes so early? My friend was kind of mean back then.”

“Oh! I just asked. It was really easy. Did you ask to make cupcakes Dashie?”

“You know? I guess I didn't. It... uh... never occurred to me. But anyways, thanks for the cupcake. It really made a bad day better.” Rainbow seemed a little nervous about that, as if she had just wanted to say that and it was done now. Pinkie giggled a little. Rainbow had never been good with mushy stuff.

“Actually... You did something that made a bad day of mine a little better. Eventually it became a great day!” Pinkie couldn't help it. She really loved playing pranks on Rainbow. Besides, she kind of owed Dashie some payback for how she had felt earlier.

“Naa. I didn't get to do anything cool like that. Mostly I just stayed a prisoner until I made friends with that changeling.” Rainbow was looking a little nervous.

“You don't remember Rainbow? But it was my first real kiss! You used your tongue and everything!” Pinkie looked at Rainbow innocently.

Rainbow's eyes opened big and blinked a couple of times. “I've... only kissed... my caretaker...” Her voice got very quiet, “and her sister...”

Pinkie leaned in close to Rainbow and giggled into her ear. “Bubbles is her sister. And you didn't kiss Bubbles. I really liked the net suite by the way.” Pinkie then leaned back and smiled, watching Rainbow's face.

First her eyes widened as she forgot to blink. Then her mouth opened and closed a couple of times like a fish as her fur slowly turned more and more pale. Her wings shot out in an instant, and she stopped breathing. Soon she became very still as the color drained from her. Pinkie couldn't stop laughing and was soon rolling on the floor. Rainbow's caretaker saw what was going on and quickly excused herself from her new friends.

“You told her? I wanted to see when you told her!”

Pinkie was too busy covering her fur in floor confetti to care. Yeah, it was a little mean of her. But she had been pretty upset with Rainbow and her caretaker, and now she had gotten her revenge. Hopefully Dash would just try to get her back with a good prank. Dash would still be her friend, it was just another embarrassing secret that Pinkie knew of hers. Besides, it's not like Pinkie asked Dash to make cupcakes with her or anything.

The Strong
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Competent Villains: Chrysalis

The Strong

(AUTHOR: WARNING. THERE IS A SHIT-TON OF BLOOD SOMEWHERE IN HERE. YOU HAVE BEEN WARNED.)

Chapter the Seventh: The Strong

Applejack was a strong mare. She was strong because she spent every day of her life working for her family. It wasn't a lie to say that she was strong for herself as well. Her family and her self were intertwined in her mind, and her strength was theirs. It also wouldn't be a lie to say that she considered her friends a part of her family. Maybe that hadn't always been the case, but after the times they spent, they were just as close to her as any of her extensive family. So when Applejack saw her friend Twilight at the mercy of that changeling queen, Applejack put her strength to work.

Each individual changeling wasn't very strong, and Applejack could knock them down pretty easy. They were no where near as sturdy as an apple tree. One swift buck anywhere to their carapace would send them flying, and a score on a head would put one down. Each changeling didn't hit very hard, Applejack's weather toughened hide and thick muscles kept the damage from every blow minimal. She didn't even flinch when one managed to get a bite in with it's sharp teeth, drawing blood that ran down her side. She wasn't sure what that ones final fate was, just that it involved being in two pieces.

The problem was when they would swarm her, pulling her down with their combined strength. She could push them off her and slam forward, but soon enough she would find herself buried under a new group of fanatical insects that would force her back, away from her friend. There was no end to them. Originally she had came quietly, when her friends and her had been surrounded, hoping that they would be kept prisoner and get a chance to escape. She knew they had no chance of beating back the swarm. All that had changed when the Queen had taken Twilight. Applejack couldn't stand and watch. She wasn't that kind of mare. Even if it meant her death at the hooves of a thousand changelings.

She briefly saw Rainbow following suite, biting and smashing. Rainbow was fast and strong in her own right, but she wasn't sturdy like Applejack. Rainbow couldn't crack a tree in half on accident when she let go. Rainbow couldn't work from sun up to sun down. Rainbow probably never had to kill a critter before. Applejack had done all of these things, life on a farm could be hard. So when Rainbow had been swarmed one last time and taken from the room, Applejack didn't curse or begrudge her the failure. Rainbow had done her best to save their friend.

Applejack wasn't angry or disappointed with her other friends either. Fluttershy was too gentle to watch this kind of thing, let alone do it. Pinkie and Rarity were town folk, they had never been exposed to this kind of violence. They probably didn't completely understand what was happening.

Applejack felt herself being weighed down again as the changelings swarmed her. The weight was like a hundred ponies all pushing down on her, trying to smother her in their sickening mass. She wasn't done yet, Applejack wasn't ready to let her friend die at the hooves of that monster. She felt them tackling her, piling on one another and using their wings to push her down. There's this thing about earth ponies that Applejack naturally understood, and these changelings didn't. No matter how much weight you put on it, the earth ain't ever gonna fall. Least it hasn't yet.

Summoning her strength, Applejack threw the changeling swarm off her body in single mighty buck. She knew she couldn't beat em all. She knew she was probably going to die. She was tired and bleeding now, covered in bruises and bites. But if she could save her friend even one moment of this torture, it would be worth it. Applejack couldn't feel pain anymore, just determination. The impact of her hooves on another changeling's carapace was nothing but sight and sound to her, the feeling completely gone in her extremities. For a brief second, she saw her chance.

The changelings had backed off to regroup, and The Queen was distracted doing something terrible to Twilight. If Applejack could get to her maybe she could end this. Maybe she and her friends wouldn't have to die. She jumped, throwing all of her strength into her leap. Her trajectory looked sound, and for a moment she thought she had done it. There was no changeling in the way, and she was moving rapidly through the air to the back of the distracted Queen. Applejack was just one earth pony, but she was strong. She wondered if she was strong enough as she felt her body turning and her hooves prepare to strike. Unfortunately, she never got to find out.

She realized that her forward momentum had stopped, and she felt a familiar tingle around her body. Magic. It took a powerful unicorn to stop a determined earth pony, something about being sturdy and all, and the only unicorn who could regularly affect Applejack was currently the source of her determination. So who had halted her strike? Applejack quickly glanced around the room for anypony as magically adept as Twilight, when her eyes fell on Twilight's ensorceled brother. Of course. It stood to reason that he had a similar well of power considering that shield spell.

Applejack didn't spend much time wondering about the details as she found herself slammed into the castle wall. That was distracting, now she had to extricate herself from rubble in order to go back to dying at the hooves of the changelings. Additionally, she now had another obstacle in between her and saving Twilight. Twilight probably didn't want Applejack to take out her brother, but Applejack was getting desperate. Things were getting blurry, being smashed halfway through a stone wall would be enough to disorient anypony, but Applejack still had a plan. She flung two small pieces of stone rubble into the air and prepared to kick them at Shining Armor.

Applejack hoped Twilight would forgive her for this. Getting struck by apples from her hooves was dangerous enough, actual rocks were likely to cause serious wounds on a normal pony. If she was lucky, they would only concuss him, maybe even wake him up from that dang spell. If she was unlucky, well, Applejack didn't want to think of that. Applejack closed her eyes and kicked with her hooves right as the changeling swarm tackled her again. She had forgotten about them.

This time the swarm struck her sideways while her eyes were closed and she was on two hooves. She felt the force impact her like a train, and then something happened that sturdy Applejack had not expected. The earth pony fell down.

The changelings worked quickly, instead of pushing her into the ground like they had been attempting to do, they lifted her up, and kept her hooves in the air. Applejack flailed wildly, trying to right herself so that she could get back on her feet and save her friends. Unfortunately for her, the critters had learned their lesson. She wasn't sure what was going to happen next, but they had gotten her. Darn magic. They seemed to be carrying her away from her friends, like they had with Rainbow. Applejack saw Pinkie look at her with big teary eyes as she was carted away. Rarity was completely focused on what was happening to Twilight, and probably hadn't even noticed Applejack's struggle.

Applejack stopped flailing when she lost sight of her friends, her motivation for struggling removed. She was always practical about things. And this was no exception. She wasn't going to get free of the swarm moving her, so she might as well let them take her to whatever death trap they had planned. Applejack spent her time thinking of her family. Would Big Mac keep them safe from the changelings? What would he do if one of them changelings came by lookin like her?

Eventually the things carried her to a room and tossed her inside, slamming the door. Applejack wasted no time investigating. It looked like the door was made of some kind of oak, maybe it was three inches thick or so? Applejack gave it a tap with her hoof and listened. Make that about two and a half inches, with some kind of softer wood as the core. Applejack grinned. Those changelings had been mighty quick to throw her in here, and it seemed like they had been mighty quick to clear out. On the other side of the door she heard a disappearing buzzing sound as the changelings left her alone in her room.

Applejack was practical. She had a wooden door and two of the strongest hooves in Ponyville attached to a tireless earth pony. So she turned away from the door, and counted backwards from ten. At zero, she kicked with all of her strength. The door exploded in a shower of splinters and broken wood, startling the two guards who were stationed outside of her door. Even more startled was the slightly smaller changeling who had been standing on the other side of the door about to enter. It might have been startled by the door exploding, or it might have been startled by the oak ripping through its carapace. Regardless, it didn't stay startled for very long and instead settled into a pool of broken changeling in front of the door.

Applejack bolted through the now open doorway and jumped over the mangled critter, trying to run from the surprised and distracted guards. As long as she kept her pace they shouldn't be able to keep up. Applejack was fast, but more importantly she had endurance. Unfortunately she couldn't tell where in the castle she was. It seemed to be some sort of guest quarters, maybe reserved for diplomatic ponies. She took a guess and ran down a hallway, hoping to return to the ceremonial room where this had all started. She didn't have time to second guess, if she stopped the guards would catch her.

The hall she was in didn't seem familiar, so Applejack kept running. She began to realize exactly how hurt she was when she glanced back over her tail and noticed a trail of blood in her wake. Was that all from her? She had been bitten a lot, and she was pretty cut up and bruised. She was sure the whole right side of her body was covered in one big bruise from being smashed into the wall, and she was covered in cuts as well as punctures. She noticed that her hooves were leaving their own bloody footprints in addition to her dripping trail. She had probably cut them on the hard oak door when she shattered it.

She realized that she couldn't hide from the guards like this, the blood trail would lead them straight to her. She was also worried about the blood loss. Had it been affecting her decision making? How long did she have until she passed out? Was she already too far gone to survive? She didn't have time to worry about that. She still had to save everypony else, and if she was too far gone then worrying about it wasn't going to matter anyways. Applejack tried another corridor.

This one seemed familiar, and she thought she might know how to get back to her friends from here. Her vision was blurring, and she was getting slightly disoriented, but she had to keep moving. Making another turn, she realized she was lost again. Somewhere along the way she had missed the hallway she needed to go through. Applejack shook her head to clear out a buzzing noise as she kept running. She couldn't turn back now, the guards would get her and probably kill her after what she had done to them earlier.

That buzzing noise was getting louder, and Applejack's vision seemed farther away, like she was looking though one of Twilight's telescopes or Pinkie's binoculars. She saw a door at the end of a long hallway, so far away. She couldn't let the door stop her, but she had no time to open it. Applejack kept running, trying to collect herself as she moved. She had broken through a door to escape her room, this shouldn't be much harder. Applejack shook her head again, trying to clear that buzzing noise from her head. Suddenly the door was much closer, in fact, she was in contact with it.
For a very short time, Applejack wondered how the door got so close. Then she was unconscious. Unknown to her, the buzzing didn't stop once she passed out. In fact, it got even louder. Much louder.

A world of pain awoke Applejack from her dreamless sleep. Every single part of her body felt like it was on fire, and itching. She tried to scream and throw the fire off of her, to scratch any part of that horrible itch. No sound came from her throat, and she felt her limbs restrained by some means. She couldn't see from her waterlogged eyes, all there was was blinding light and pain. She tried to scream again, but her lungs just filled with the same fire that burned her body.

The fire burned bright and hot for a moment, and then slowly began to burn out. Applejack found that she could breathe, and the itch cooled with the dying flames. Blinking the tears from her eyes and sucking in a desperate breath she began to look around at her surroundings trying to figure out exactly what horrible fate she was in.

The first thing she noticed was the grinning Queen, standing over her and inspecting her. Applejack tried to calm herself. She had known that they were going to kill her, she made that decision when she had attempted to kill the Queen. She should be surprised she was still alive, all things considered.

“Good morning Applejack. Did you have a nice nap? You were out for some time.” The Queen seemed to be in a good mood. Applejack guessed that was bad for her.

“What'd ya do to me? Where are ma friends?” Applejack had to take the lead. She couldn't let the Queen know how distressed she really was. If she could keep talking, keep focused on listening, she could forget the very recent trauma and maybe keep a straight face.

“You'll be happy to know that all of your friends are in a better state than you. Most of them are sitting cozy, in a room much like the one you broke out of, and being treated like guests. As for what I did to you, it's more a matter of what you did to yourself.”

Applejack looked herself over real quick. Aside from being held down by some kinda green cement, she seemed fine. Not a scratch on her. Wasn't she supposed to be burnt from that fire? And didn't she get covered in bruises and beat to Tartarus just before she blacked out? This didn't make sense. “What happened?”

“Well, after you killed so many of my soldiers, and then murdered one of my favored children,” The Queen took a moment to compose herself, “I decided to move you from the guest room to the dungeon. I waited for you to heal up for a few days, so we could have a little chat. But you almost killed yourself and it would have been months waiting for you to recover. So I got a little help from one of Celestia's guards and made you all better.”

That sure didn't sound good. Applejack couldn't see any guards nearby, it was just her and the Queen. “Oh. He's behind you right now. I'll let you have a look in a minute. But first we need to discuss something.”

“I got nothin to discuss with ya. Just do what ya gonna do and let me be.”

“I'm afraid I do have something to discuss with you, Applejack. You see, I am your Queen now. I defeated Celestia and Luna, and now I rule over Canterlot and Equestria.” The smile was fading from the Queens face as she spoke.

“Ya ain’t no Queen of mine.” Applejack didn't really care who sat on that big rock they called a throne. She was a farm pony, and right now she just wanted to get out of this stupid cell and find her friends.

“I am Queen of the Changelings and the Ponies now. That's not what I'm here to discuss. What I'm here to discuss is what you did. I can forgive killing my soldiers. They were born to die for the hive, so I expected to lose quite a few during the invasion. What I can not forgive is that you killed one of my favored children. Had I known you would be such a brute, I would have sent soldiers to be your caretakers instead of her.”

Applejack thought back to her attempt at escape. There had been one changeling who seemed a little different then the rest. Maybe a bit smaller, and it had crumpled so easily from a few pieces of wood driving through its carapace. The other changelings she had fought all took a wallop to go down, that one had gone down on accident. It was just another changeling and that hadn't really been her fault. They were her enemies anyways.

“Ah'm sorry. But I just don't care right now.” Applejack had other problems right now. Like how the heck was she gonna get out of here and what the buck was going on.

The Queen's visage hardened, and she made sure that Applejack heard her words. “And that is a problem Applejack. One that I need to fix. I'm going to punish you for your crimes against the hive. I'm just going to have you replace the soldiers you killed, but that worker was irreplaceable. You took something important from me, Applejack.” The Queen leaned in real close to Applejack, breathing on her face. “Now I'm going to take away something important to you...”

Applejack's mind raced to the most important thing she had, and it was back in Ponyville. “Don't you dare touch em...” Applejack was growling, anger seething in her voice as she eyed the Queen, inches from her face.

“I never said what I'd take from you Applejack. But I have had some days to establish a network around Equestria. It was nice of your brother to take in so many refugees from Canterlot. Naive, but nice. I bet he's feeling lonely with his precious little sister gone. It wouldn't be surprising if one of those refugees tried to comfort his gentle heart.” The Queen grinned.

“You leave ma brother alone... This ain't his business.”

“And it wasn't that workers business, what you did to her. She was supposed to be nice to you, to make you feel comfortable. And you killed her. She was innocent and important to me, and you took her. Your brother is innocent and important to you, why shouldn't I take him?”

Applejack glared at her. She had taken so much already, why'd she want more? “I'll tell you why... You already took ma Princess's. You took ma friends. I watched you take Twilight. You already took away so many of mine. I'm sorry about that one, it really was an accident. But you are ma enemy. I woulda done anything to stop you. Ya already got enough from me. You don't deserve any thing else.” Applejack was being honest, she really would have done much more than that if it meant her friends would have been fine.

The Queen paused at this and stepped back. “I took what I took with my right as Queen. But Twilight has been telling me I need to consider what ponies say if I want to take this seriously. So I'll tell you what. I'll agree to leave your brother alone.” She took a breath and turned away, pondering things. “But you have to agree to accept your punishment. No escape attempts. No trying to get out of this dungeon until I tell you that you are done. You don't hurt another changeling unless I tell you to. No more breaking down doors and running rampant through the hallways. I could have word in Ponyville in an instant. It would take you at least a day to get home. You could never save them.”

“I ain't gonna be your slave...” Applejack closed her eyes, thinking. She didn't want that, but she really didn't want anything bad to happen to Mac and little Bloom. She loved Granny dearly, but Granny was a tough old mare that could take care of herself. Maybe Mac and Granny wouldn't be fooled by a few changelings? There's no way they'd let Applebloom get hurt once they knew what was up.

“I'm not asking you to be my slave. I'm asking you to accept legal punishment for your actions. You killed somepony, and now I want you to spend some time in a dungeon. That's what happens. I could have you killed, I could do it right now. But I don't want that. I want you to understand that what you did was wrong, and I want you to suffer for it. When you're done, you can go home. You can see your family and friends.”

“If'n you wanted me to suffer, why'd ya heal me?” Things weren't adding up in Applejack's head.

“I can't heal you. Do I look like I can use healing magic? I'm a creature of darkness. A guard volunteered in order to be pardoned. I used dark magic to transfer his life energy to you, and your wounds to him. He'll heal in about the same time you would have, maybe a touch longer. When he's better, he get's to go home and the changeling being him comes back to the hive. Everyone is happy.”

“Ya talk a lot, but ya didn't answer my question.” She did not like the thought of stealing “life energy” whatever that was, from a guard. That's probably what that horrible thing that woke her up was. Earth ponies usually didn't react well to powerful magics like that, and she'd never heard of dark magic being used on an earth pony before. She didn't know much about dark magic in general, come to think of it. All she knew was that it sounded bad, and it felt bad.

“I removed your injuries to speak with you. I was sick of waiting for you to get better. And as hurt as you were, any sort of punishment would have not been felt. I plan on hurting you more, Applejack. Before your sentence is over, I plan on giving more guards pardons.” The Queen betrayed no emotion as she spoke, coldly informing Applejack of what she planned.

Applejack thought about Big Mac again. He was always smart about farm stuff, good with math, and the nicest stallion she knew. But he was too much of a softy. He'd crumble to any doe eyed mare that came up and asked for a discount. It's why Applejack was the sales pony in the family. Applebloom wasn't much better. That little filly would believe anyponies sob stories if it involved a cutie mark. The changelings would tear her family apart. And if all the Queen wanted to do was hurt her? Applejack could take pain. She had done it before. This would be no different. Still she didn't want to hurt the guards. They were captured just doing their job.

“I'm not sure bout this...”

“It doesn't matter. I know what I'm going to do with you now. If you run or fight me, I take your family. If you serve your sentence, then your family will be fine. That's more than fair.” The Queen didn't wait for Applejack to answer, and immediately began to use her magic to tear the concrete bindings off of Applejack.

Applejack got on all fours, and felt more lively than usual. Like she was full of energy. The thought of why made her feel nauseous. She looked at the cell door. It was open, the bars swung wide. She could just run for it. The Queen was standing right in front of her smirking. Could she buck her now and just kill her? Could she save Equestria? The Queen had said it would only take an instant to send a message to Ponyville. She hadn't been lying. As soon as Applejack turned around and faced the other direction, Big Mac's fate was sealed.

“What if I just killed you now...”

“You couldn't. Even if you put all your strength into it, I defeated a goddess in single combat. You are just an earth pony. If it will get you to cooperate, I'll even prove it to you. Right now, you may strike me once. There will be no consequence for it. No additional punishment, nothing added to your sentence. I just want you to understand how futile it would be.”

Applejack looked left and right. Just a coupla guards in the room. One beat up royal guard strapped in a gurney. If she could take out the Queen, she could take out the rest. “So I get one free shot then? And what after?”

“After, you put on those cuffs” The Queen motioned to a pair of iron cuffs dangling from a chain in the center of the room. “And we begin your punishment. If you think you can kill me after a single blow, then you best do it quick. My children will come if I get a chance to ask for help.”

There was no way Applejack could not do this. She was gonna get slapped in the cuffs one way or the other, and she'd get a free potshot at Miss Big an Evil. This was her chance to save everypony she knew, and it wasn't gonna cost her anything she hadn't already lost. “I think I might have to take you up on that. You're gonna regret it though.”

Applejack turned slowly, facing her legs to her target. The Queen simply stood and watched, as if bored. She had one shot, one chance, so she was gonna put everything she had into it. Applejack kicked with all her might. And damned if she didn't have a lot of might.

Her legs moved like twin meteors, exploding through the air with the sound of firecrackers. The impact shook the room, and the Queen flew back several feet, slamming into the wall and smashing through the stone in a cloud of dust. Applejack's hooves ignited in pain, she had probably broke something. But that had been one satisfying kick.

Applejack surveyed the dust cloud and the crater with a confident smirk. That had gone way easier than she expected. Really, how incompetent was that Changeling Queen to ask to be kicked by an Apple? An Apple that flat out told her they wanted to kill her? That was mighty stupid. The smirk fell into a frown as something stepped from the dust cloud.

“That was much more impressive than I expected. But still no where near a goddess. Get in your chains.” The Queen looked unharmed, her shiny dark carapace unscratched. Applejack snorted as she turned and walked to the cuffs. At least the Queen had some rubble stuck in her holes. Wordlessly, Applejack shoved her hooves through the metal things and watched as they were magically locked into place, leaving her dangling in the middle of the room by her forelegs. She wasn't happy, but she knew there was no way she could kill the Queen. Not if that had done nothing to her.

“I'm going to go make some arrangements for pardons with the rest of the royal guards. You'll be needing their help soon. I'll be back in a few minutes to start with you.” The Queen walked from her room, leaving Applejack alone in the dungeon with a single soldier watching her.

Applejack briefly regretted kicking so hard. Her hind legs were supporting most of her weight right now, and she was pretty sure she had broken something. Still, that was a mighty impressive crater.

Queen Chrysalis walked from the dungeon, and shut the heavy wooden door. That little earth pony was dangerous. She dropped her illusion and collapsed on the ground, sending a mental plea for Twilight to come heal her. Her kinetic dampening spell had collapsed entirely from the kick, unable to absorb the energy and she had been sent through several feet of stone. Large hunks of rock had punctured her carapace, and she was going to bleed to death now that her magic couldn't hold in her green vitae.

Her front carapace was dented where the spell had collapsed, two large impressions had cracked her armored shell. She was sure that several internal organs were seriously damaged, but she didn't have the mental energy to take an account of them all. Twilight would fix her.

Something was wrong with that earth pony. There was something wrong with all of these ponies. She needed this one on her side. The hive needed this one on its side. It had informed her of as much. She was glad she took the opportunity to make Applejack hit her when she was prepared. Had it caught her unawares or distracted, then Twilight would be the current Queen. She hadn't realized how close to death she had actually come when Shining intercepted on her behalf that night. Hopefully the pony now thought such actions would be futile, and she had made it clear any future infractions would result in something that little pony would not want.

She didn't just need that earth pony as an ally, she needed it for the element and she needed it to strengthen the Hive. She could steal some of its strength. In fact, she planned on it. But it would be best if it gave to her itself. She couldn't trust this with a regular changeling, and she couldn't risk any of her remaining favored children. Twilight might be able to help, but she couldn't allow Twilight's interference quite yet. This one was far too dangerous.

She was aware that the little queen-ling was plotting something, but she hadn't asked what yet. If Twilight felt she needed to keep it secret from Chrysalis, it would be for the good of the hive. She remembered her own plotting while the last Queen was around. It was mostly harmless, and she had been left to her own devices to learn the intricacies of planning and subterfuge. As long as Twilight's contact with her friends was limited and put to Chrysalis's use, she couldn't care less about what little plan Twilight had for them. It was good practice for Twilight.

A magical pop and a surprised gasp announced the arrival of her protege. “Twilight, go down to the third cell on your left in that hallway. There are some royal guards who have an agreement with me. Bring three. Two if three do not wish to come. If only one comes, inform him he will die, but his family will be fine. If none volunteer, then you will take one. You will need to use one of the spells I showed you. Hurry.”

Twilight silently allowed her queen to finish talking, and bolted into the hallway. Chrysalis had been surprised and concerned by Twilight's magical aptitude at first. She had picked up some spells simply by observation. Complicated and difficult spells that had taken Chrysalis years to learn were flawlessly acquired after one explanation and demonstration. She could get a passable and flawed result after a simple exposure to the spell. The proto-queen now knew every spell that Chrysalis knew, and it had only taken a few nights of study and practice. She would have been alarmed if it wasn't for the changelings ceaseless loyalty and devotion.

She had a few minutes before the loss of fluid would make her unconscious, and probably several more after that before she died. Twilight would save her now, and there was nothing to worry about. She had done it for the Hive, and the Hive would care for her as she cared for it. Nether she nor the Hive had expected her to be so seriously wounded, but now her current goal was all the more important.

She was going to have a busy night, Applejack would take a lot of care and attention. It would likely take much more than a single night. She was going to have to do something dark she learned from Luna's tortured mind. Something to make Applejack never hurt a changeling again. Something she would enjoy immensely.

The crater kept drawing Applejack's attention, even over her throbbing hooves. Had she always been that strong? She knew she had some serious bucking strength, but she had never let loose like that before. She never had the reason or opportunity. Usually she just wanted to subdue a critter or scare it away. Rarely had she needed to use her hooves to put some poor thing out of its misery like that, and she was always reluctant to do so. Apples had always been strong, but this was beyond something a pony should be able to do. Still, all her crazy strength had done nothing to the Queen, just destroyed the poor wall.

That's what hurt the most, really. Her aching legs didn't compare to the feeling of her failure. She had one chance handed to her on a silver platter, and she messed it up somehow. Could she have gotten a little more power? Maybe she could have set the angle up better... It didn't matter now. Her best wasn't good enough to even scratch the Queen. Applejack was just one earth pony, and one earth pony couldn't compare with the Changeling Queen.

The door opened, and the Queen practically bounced in the room. “Why hello Applejack, have you been hanging around just for me?” She looked very happy. Unnaturally so.

“What in tarnation got into ya?”

“Funny you should ask it like that. I happened to grab a snack from a passing changeling. She was a bit overzealous in feeding me, so now I'm just brimming with energy. And I know just how to use it. Remember your sentence?”

Applejack actually didn't know much about it. She was supposed to stay here and be punished or something. Like some kinda prisoner. “You were gonna let me go, right?”

“You are a terrible liar, Applejack. I'm going to keep you until you are rehabilitated from a dangerous criminal into a functional member of society. The other part was that you had to replace the soldiers you killed.” Chrysalis mood became somber.

“And how do you expect me to do that? I'm a pony.” Applejack really didn't have any idea about that. She couldn't imagine anything she could do to help. Maybe she had to sit here and let some soldiers feed off of her. The thought creeped her out a bit. These changelings were unnatural.

“I was planning on helping of course.” Applejack felt something that disturbed her deeply, and she quickly used her broken hooves to move her body around and face the other direction.

“Did y'all just lift ma tail? I'm pretty sure ya just did that.” That was something she was not comfortable with. Not at all.

“Yes. I did. Didn't I make myself clear? You are going to help me make more soldiers. I'm going to incubate them in you. Inside of your womb where it's warm and soft. You won't love them, but I will help feed them.” Chrysalis moved herself behind Applejack again, this time obviously moving to her tail.

Applejack rotated around, keeping the Queen facing her front. “I agreed to the punishment thing, I ain't doin this.” This was way too creepy for Applejack. Being beat was one thing, she could take a beating. Humiliated and forced to hang here, her pride hurting was another thing she could do. She liked it less than being beat, but she was still willing to do it. But this? “No. It ain't happening.”

The Queen lowered herself to look at Applejack in the face. “So what about your family, give up on them already?”

Applejack thought about Big Mac. He wouldn't want her to do this. He'd understand. He'd have his work cut out for him, but he'd understand. “I ain't gonna do it.”

“I think you are. You already can't really stop me. I could simply beat you into submission, or magically persuade you. But lets pretend for a moment that you could stop me. Do you know what I'd do then?” Chrysalis smiled at Applejack, her fangs clearly visible. “I don't have to use an adult, you know. If I really wanted to punish you for this, and you broke your promise like this, I'd get your sister. She's just a foal isn't she?”

Applejack watched her eyes, looking for a telltale twitch. The monster wasn't lying.

“I could only put one inside, at first. She wouldn't even know what was happening. I'd keep her where you could see her and she couldn't see you. I'd also have to silence you of course, maybe a spell. Maybe I'd cut out your throat. As it grew, she would stretch out, expanding like a little balloon, until 'Pop!' And after that, my child would climb from your sister as she screamed in confusion. If little Applebloom survived, I'd put two in her. This time she'd know what they were, she'd fear them. And when they hatched? I doubt she'd survive to birth three of my children.”

Applejack saw Applebloom in her head, eyes big with confusion and a disturbing protrusion in her stomach. She couldn't let that happen. Applejack hung her head, breaking her view of the Queens face. All she could see was some wet spots on the ground beneath her head where her tears fell. She didn't watch as the Queen moved behind her body, and she didn't flee when when the monster lifted her tail. The Queen settled down on top of Applejack and put her head to Applejack's ear.

“That's my little pony. Now open wide, Mommy has something for you.” Applejack felt a strange pressure on her sex. It felt like a hundred little tongues were pulling her wide, each one licking and leaving a tiny slimy trail as it pulled her open. She reflexively tightened herself, trying to pull herself closed.

“Don't fight me. You really don't want me to find somepony else.” Chrysalis was cooing in Applejack's ear, taunting her. Applejack let out a sob as she relaxed her body. The tongues gently pulled her apart, stretching her wide. She felt something warm press into her, something hard and slimy.

“You're not excited at all, are you? I can fix that. Do you want a spell like I did on Twilight that first time when you were trying to save her?”

Applejack felt the stiff thing moisten its own path as it traveled up inside her. It hurt as it advanced, scraping against her unprepared flesh. There was a wet slurping sound and she felt sick. That sound was coming from her, that was her cooter making that noise as it was violated. Something scraped inside her and she twitched in pain. Applejack thought of Twilight, how she had begged for more while her head was still covered in blood. She couldn't let that happen to her. “No.”

“Like the pain then? Maybe I can help with that.” Applejack's reply caught on her breath as Chrysalis put her lips to the back of her neck, and she felt the sharp sting of fangs dig into her flesh. Instead of her planned retort, she just sucked air in through grit teeth. Her muscles clenched, and she blinked tears from her eyes. Just as rapidly as she had been bit, the twin pricks removed themselves leaving two oozing wounds on her neck. She relaxed her body and let out her breath as the sting faded into a warm tingle and the blood leaked out of her skin. That had hurt.

Applejack felt the slimy rhythmic tongues that had been pulling her wide open to receive the Queen begin to change their pattern. Some pushed into her, some sucked her away, and others prodded her lips open and shut at the same time. She felt her lower lips twist and pull, contorted in strange directions by the gentle sticky organs. There was no longer a rhythm, no discernible pattern to their movement. This wasn't anything Applejack had ever thought of before... She cringed as the tension and relief dance through her nether lips. They were twisted and molested as Chrysalis taught them whole new ways to feel.

She shuddered as several of them found and focused on her little nub of flesh, eliciting a familiar electric charge that violated her senses. She felt sick to her stomach. This wasn't normal. This wasn't right. She was a farm pony, she shouldn't feel like that from something so wrong. She needed to think about something else, anything but this horrifying sensation.

Another twin sting pierced her neck, distracting her from the alien movement. She sucked in another breath to focus. The familiar sensation of pain stayed longer and deeper as the Queen held Applejack by her neck. The previous two holes were burning now, occasionally she could feel wetness around them. She was grateful for the distraction, letting the familiar sensation of pain occupy her mind. Pain hurt, it was normal. Applejack understood that, she relished the normalcy of it in this sea of strange.

The Queens tongue circled her embedded teeth, lapping at Applejack's welling blood. And then the bite pulled away and her tongue lingered, turning the warm tingling sensation that followed into something soothing as she licked the wound. The sticky tongue reminded her of the wrongness that was assaulting her violated pussy, and she felt an unwelcome shudder pass through her as the pain faded into something more unnatural. Applejack's sex quivered as the Queen pushed forward, claiming more of her body. She tried not to think about that.

Her eyes stared at the floor, watching the growing pool of blood gather near her fallen tears. What was the Queen doing to her, to her body? Her confusion was put on hold as another bite happened, this time over her backbone. The razor sharp teeth extended down around her spine, tearing through her flesh in burning agony. The pain was welcome, she focused on it as she imagined for a brief moment that the Queen would just end it all and rip out that vital bone in the middle of the act.

She felt ashamed at her relief when the bite relaxed, and the warm soothing tongue caressed her new injury. Applejack drew in a sharp shaking breath as she relished life for a moment, the adrenaline and fear still coursing through her. Her whole body shook, in terror or relief she couldn't tell. Maybe even something else. She hadn't died right there, she was still alive.

The Queen taunted her. “I'm good at this, Applejack. I've been doing it for a very long time.” Applejack felt her shame as she realized that she was wet from more than the creatures slime.

A wet lurch reminded her of the organ invading her cavity, the warm length still moving inside her. A quake ran up her body as another sharp sting penetrated her neck, and the soothing tongue followed. It was too quick for Applejack to focus on, too quick for a distraction. But it had done something else to her. She realized it as the alien massage continued on her sex, tickling and pulling it. Stretching and pushing in some kind of mad soft and sticky dance. She wanted this to stop, she wanted... Oh Celestia, that felt good. Applejack felt the warm relief as more blood trickled down her neck and the pain left her again.

Applejack's body begin to shiver, responding to the Queens unwanted attention. Her breath would quiver and gasp when the Queen bit her, and Applejack would try for a moment to find the release of pain. Sometimes she succeeded in her escape, sometimes she had a heart wrenching shudder of pleasure. She unwillingly flexed her muscles in response to the organ's advances, raising the pair higher above the ground as she pulled on her metal cuffs with her great strength. Once she realized what happened, she relaxed and let out her quaking breath as the Queen turned the painful bite into a gentle soothing kiss, her body still shaking from the maddening constant molestation of her lower lips.

Applejack closed her eyes and raised her head, trying to ignore the growing pool of her fluids beneath her and her unwanted passion. Blood, tears, sweat, she was losing herself one drop at a time. The Queen relented on a bite to speak to her. “I am your Queen now, Applejack. And I am going to take something important from you. Look at me when I do it.” Applejack felt her eyelids forced open by magic, and a strong pair of hooves turn her resisting head. What she saw was ghastly.

The Queen was raised up above her, smiling down at her. Applejack's back was covered in smeared blood, and the Queen's face was dripping with bloodied saliva. She could see the horrifying organ buried deep inside of her, and felt it claim more of her as the Queen rolled her hips. She could barely see the dripping edge, where it played with her lips even now sending quakes through her body. As she locked eyes with the cold merciless Queen, she felt herself shudder as she realized what the Queen was taking from her. The last of her dignity.

Never leaving the icy terrifying gaze, Applejack felt her body shake uncontrollably as her muscles began to clench. She begged for it not to happen as the Queen stared at her, face locked in an immobile grin and body gyrating. A weak, desperate “No...” bled into a long drawn out moan as her breath escaped her and her body completed it's betrayal.

Her will to stop went unheeded, and she felt the organ invading her finish its journey. She reflexively opened the rest of herself and her body welcomed it with warm slick liquid. The Queen's body stilled as she pressed her organ deep into Applejack, conquering the final stretch of territory and claiming it as her own. Applejack realized that she had lost a battle, that she had been defeated somehow. Wrong had won over right, The Queen's alien debauchery had conquered Applejack's morality. Their lower lips kissed in an unholy union of victory for the Queen that delighted Applejack's body but revolted her mind. Tears flowed freely from her captured eyes.

Applejack clenched the organ tightly as the Queen continued her maddening massage on Applejack's heated sex. Somehow, the tiny stretchy sticky organs managed to hold on to her labia and clit through the ordeal, pulling them hard as she bounced away and caressing them just as strongly when her flesh met the Queens. Her mind cried out in agony as it succumbed to pleasure it had been fighting in futility. She clenched again, her whole body convulsing as she hung from her chains.

Applejack's powerful legs were shaking, completely out of her control. Her moan wasn't a scream, or a cry, but a side effect of unneeded air passing through a paralyzed throat. Applejack's gaze was frozen not only by the Queen's powerful hooves, but also by her own undesired ecstasy as her body refused to answer to her mind, her flesh submitting to its Queen as it revolted against her.

The worst part was how much she felt. Each little pinprick of pain that the Queen had kissed upon her throbbed, beating and pulsing with her frantic heart. The hot hard organ was buried deep inside, further than any stallion could go. She could feel it up and down her canal displacing her as it stood erect and she writhed around it. Her tortured traitorous sex was screaming in debauchery, making wet slurping noises as it lewdly tried to swallow more of the Queen, each gulp followed by the hundred tickles of delight when it rested against the tiny sticky licking tongues. And for a few terrible moments, locked in that cold gaze, Applejack delighted in her own flesh, completely forsaking herself.

The Queen released her hold on Applejack's head, allowing her to lower it back down and close her eyes in shame. The image of the Queens ghastly smile haunted her mind. Applejack felt sick, the shame and guilt churning her stomach as her body relaxed from it's peak. She hadn't had anything to eat in days, but she tried to heave anyways. The bile rose from the pit in her stomach, and splashed across the floor in a sick wet convulsion. Applejack opened her eyes and watched the foul yellow fluid mix in with the rest of her that had dripped to the floor. She felt the warm disgusting slurry pool around her hind hooves, running to a drain behind her, and she closed her eyes again to cry.

“I know your body inside and out, my little pony. And I just ruined a little part of you.” Chrysalis whispering quietly to Applejack, as if they were lovers.

“Buck off.” Applejack wasn't amused by the gentle voice, she was tired and hurt inside and out and this creature had done that to her. She hated it. She hated herself.

“I just wanted you to know that for the rest of your little life, every time you get aroused you won't think of a handsome stallion or a pretty mare. You'll see me standing over you covered in your blood, violating you as you beg me to stop... Or to not stop. I'll be your sweetest dream and your worst nightmare.”

Applejack didn't respond. She just kept her eyes closed as the tears leaked out from under her lids. Her mouth and throat still burned from the bile, and her body was still bleeding. The Queen was grinning at her in her mind. She shuddered as she realized her sex was still being gently massaged, as though some determined lover was caressing her. The long hard shaft was still buried deep inside her, this nightmare wasn't over yet.

“I think we'll start with three, my little pony. The soldiers you are replacing will grow quickly and large. They are not workers. It would be fun to watch you stretch from five, but I don't want to damage you. Not yet. You are no broodmother.” The Queen was still whispering in her ear, and finished her statement with a sharp bite. Applejack gasped for breath as the Queen pulled away and started her assault anew.

Applejack's pussy was being pulled open by the sticky organ that held it. She felt a bulge in the shaft start at her entrance, and stretch her wide as it forced its way in. The Queen tightened her grip, and Applejack felt a heavy weight on her back as the Queen leaned all the way into the smaller pony.

“You have no idea how this feels for me. After all these years it's still ecstasy every time. I'm sharing something important with you.” Applejack felt the Queen bite her again, this time rougher and tearing some flesh. The teeth sliced cleanly through her skin, leaving burning hot shards of pain in their wake. Applejack focused on that, holding her breath as her world became pain. She could handle pain. This was an escape for her, a short vacation from her nightmare.

When the pain became a low throbbing sensation, she realized the object had traveled deeper inside, letting her tortured sex relax down to normal as it passed. She gave a soft sigh of relief as the pain and tension left her exhausted organ. The Queen was breathing heavily on her back, her mouth had moved to a new location. Applejack tensed in preparation for the bite. All her muscles tightened, and she felt herself accidentally push the object deeper, eliciting an unexpected moan from the Queen. The Queen hugged her close and abandoned her bite. Applejack let herself relax, and heard a wet squelch as the Queen forced the strange bulge deeper in her body.

This was happening. That bulge was an egg, a changeling that was invading her body propelled by the Queen. This is what the whole act was about, the Queen had conquered her body like land in a war. Now she was going to grow something her land, in Applejack. Applejack was being used like dirt to grow apple trees, she was just a plot of land for the Queen's children. All she had been doing was plowing the field, preparing Applejack to seed. Then, she would tend the farm, letting her crop grow large. And last she would harvest her crop. Applejack shuddered and the movement coerced the bulge slightly further, hastening her fate.

Quickly, she found herself with two sharp stings in her neck as the Queen gave her a more gentle bite. Applejack tried to focus on that pain, to forget the heat rising in her loins. The pain was small, but the blood flowed quick. The warm wet trickle ran down her neck, painting her mane red as it made its way to her soft underbelly. She felt it pool with her sweat, and the solution dripped on the ground from her lower stomach. Applejack lost another drop of herself.

A light nibble on her most recent wound caused it to ignite in pain, the molested flesh screaming in agony. Applejack felt her body tense in response to the searing feeling, and she tried to ignore the heavy object getting pushed deeper inside. She focused on the burning pain, her one bastion of normalcy. The Queen moaned, and then proceeded to suck on her open wound. Applejack's pain became something more gentle and yet more intense. It throbbed with each heartbeat and welled with every repeated suck the Queen coerced out of her. The heavy suction coaxed more of Applejack's life to escape her body, this time straight down the Queen's throat. She was being consumed, and her pain was like a magnifying glass making everything seem larger. Every touch was an impact, every color was an explosion, and every sound a symphony. With each burning pulse of fluid that abandoned her, Applejack felt herself getting closer to the moment she dreaded. It would happen again, this time as the Queen sucked the life out of her. Disgust and desire warred in her mind. It was wrong and terrifying, a macabre unholy dance. And yet she couldn't stop it, why not enjoy it?

She clenched her eyes as tightly as she could, trying to think of anything else. She felt her body reach its peak, and the horrifying ecstasy overcame her resistance. All she could see, all she could imagine was the Queen's terrifying bloody smile and cold gaze. Applejack came in agony and confusion, screaming loudly for it to stop. The pain was soaking through her body, indistinguishable from the wash of hot pleasure that wracked her. Her sex desperately gulped the Queen, the sensation of it firmly grasping the strange organ oddly satisfying. As her body convulsed, it milked the object through her canal, pushing and pulling it forward towards her open womb. The Queen matched Applejack's desperate plea with a low moan into her flesh, and a tightened grip, nearly suffocating the mare.

Applejack felt the shaft twitch, and a heavy weight settled in her abdomen as the Queen bit her hard, tearing a new wound into her neck. She had been seeded, her fate was sealed. The Queen had won everything as she tore a hole in Applejack's body, replacing it with her own flesh and blood. She screamed again as her body tried to understand this new stimulus, fitting it into her ecstasy. She couldn't tell what hurt and what felt good anymore, every wound screamed in pleasure and every wave of euphoria brought pain.

All she could see through her closed eyes was the Queen's face, grinning and dripping with Applejack's blood. The weight of the egg shifted in her womb, reminding her of what had happened, of what exactly she had just lost. She came again, feeling her limbs collapse as she hung freely from her shackles. Her forelegs pulled against the iron bonds as she supported the weight of herself on the larger creatures strange organ.

She rode out the waves of pleasure and pain as her sex convulsed over and over again on the hard shaft, attempting to coerce a warm spray that would never come. She didn't fight it this time, there was no point anymore. Gasping for breath, she came down from her high as the Queen stared coldly at her in her minds eye. Applejack opened her eyes, trying to make the horrible visage disappear, feeling her body coupling with the Queens as she settled firmly into the larger creatures thighs. The floor was covered in her blood, it had been splattered all over by the frantic actions of both mares. Beneath her hind quarters the blood was thinner, tainted by some other liquid that still dribbled down her legs.

Applejack didn't feel like moving. Any movement would agitate the foreign object settled in her abdomen, and she didn't want to think about it. So she rested her body against the Queen, letting her sex nestle against the monsters still stroking genitalia. Instead of moving she thought about her pain. It had betrayed her somewhere along the line. She had been using it to escape the feelings, to forget what was happening for just a moment. But something had gone wrong when the Queen bit her that last time. The pain had felt... good. Real good. It had somehow became the feeling she was trying to escape, and that feeling had become pain. She was mighty confused about this.

Applejack eyed the blood splatter. All that blood was her. She was all over the room. That was a strange thought. How much of her had splattered across the room, and how much of Applejack was left in Applejack? How much of her had the Queen swallowed? Applejack figured that she'd lost a lot of blood. She was suffering from blood loss again, it was making it difficult for her to think properly.

She took a sharp broken breath as the Queen bit her once more. The electric sensation ran through her body making her shiver in horror and delight. She was still broken, whatever had happened to make pain into pleasure hadn't gone away. Something had changed inside of her. Something deep.

Applejack wanted to hurt the Queen, to punish her for what she did to her. This was unholy, this was wrong. She was a good pony, a strong dependable pony who did everything for her family and friends. She was a farmer who worked hard, sun up to sun down. She knew what was right and what was wrong. She wasn't supposed to be this quivering wet deviant mess. How could she turn something so natural and basic as pain into this horrifying sensation that ran through Applejack's body like it belonged?

Applejack's mind was blood starved and traumatized. She wanted to hurt the Queen, to punish her somehow for what she had just done to Applejack, but she couldn't. She wasn't strong enough, she had tried. The Queen was invincible and stronger than a goddess. The Queen had her completely at her mercy. All she could do, any struggling she might accomplish would do nothing but give the Queen sick perverted pleasure. The same perverted pleasure that wracked Applejack's body just moments ago, that had driven her to despair. But pleasure and pain were the same thing now. She could still make the Queen quiver in pain. Pleasure was pain.

Applejack put her legs on the ground, a new determination filling her battered mind as her broken hooves sent shivers of delight up her body. She would make the Queen hurt. She smiled as she closed her eyes to stare at the Queen's bloody face, and then she pushed back into the Queen's organ. Applejack gyrated her blood soaked body, her golden coat was smeared crimson and her muscles visibly flexed under her stained skin.

The Queen gasped in delight, and gave Applejack an electric bite as another egg started to stretch her wide again. Applejack had already been seeded, there was no point in resisting. This time, Applejack tried to engulf it by letting the pulling tongues spread her wide and pressing firmly into it. The bulge pressed into her gaping hole as The Queen let out a moan into her bloody shoulder. Applejack's crazed smile widened.

Applejack lifted her legs again, this time wrapping them around the Queens hind quarters. She used her strength to pull herself tight against the Queen, and the egg slipped all the way in. Her weight was entirely supported by the wonderful biting shackles and the Queens impaling member. Applejack began to tense and relax in a rhythm as her body undulated, swinging the iron shackles back and forth with her movement. With every squeeze, the egg was forced deeper in by her body, and every time she relaxed the Queen would drive the egg further up in her.

The Queen would bite her, and her mind would ignite in feeling. Every inch the egg moved up her was another small victory for both of them, and Applejack would feel the quivering genitals pull and lick at her sex when she relaxed. Her moans came unbidden as her breath was forgotten, the rolling foreign weight inside of her a constant reminder of what was to come. She was about to have another one put inside her, and the Queen would moan and hold her tightly. Maybe even bite her like last time. Applejack felt herself rising in anticipation, the bite would be amazing. Her pleasure didn't matter, only the Queen's pain was important. Applejack's suffering from pleasure was necessary in order to hurt the Changeling Queen.

“What a little.. ooh... pervert you are...” The Queen was struggling to speak through her ecstasy. “I'm going... Ahh.. Ah... to show you something.”

Applejack let out a deep breath as another wonderful bite assaulted her senses. After the initial sensation passed, she realized something important. She couldn't breathe in. The faint hum of magic filled her lower throat, and she knew the Queen was suffocating her. At first, she panicked. Her attack on the Queen's sex was forgotten as her addled mind tried to struggle, to escape somehow. Unable to find purchase with her frantic hooves, she dangled helplessly against the Queen as her lungs began to burn.

The fire spread through her body, filling her with the sensation of dying. The Queen bit her, hard, as she forced the egg deeper in Applejack's now limp body. The bite was paralyzing in its intensity, and the sensation of the egg invading her was glorious. She was going to die right here, underneath this monster. Her whole life had been leading up to this moment where she became nothing more than a carrier for this things spawn as her life fled her body. And it was going to be pure ecstasy.

Stinging tears ran down her cheek and she realized that this invincible creature had been toying with her, playing with her body and mind. And now it was done toying, done playing. It had decided she would die for its amusement. The realization caused her to shake and shiver as the pain and pleasure in her body consumed her. Her oxygen starved and tortured brain remembered the most important thing she knew. She was going to die for its pleasure. Pleasure was pain.

Applejack forced her screaming suffocating muscles to work, lifting her legs back around the creature and wrapping herself into it. Fighting the burning tired sensation of oxygen starved tissue, Applejack resumed her assault on it's sex. Blood washed over her face as the Queen forced her head back into a kiss and dribbled bloody saliva on her. The taste of iron and something sweet filled her mouth, and a long tongue painted her teeth red. As the Queen pulled out of her bloody embrace, she slowly drew her teeth up the center of Applejack's face, leaving twin trails of crimson that leaked into her eyes, and over her nose and mouth.

Applejack saw red as her eyes filled with the liquid. She closed them, trying to push it out with her eyelids, and all she saw then was the icy cold gaze of the Queen. Applejack smiled, and her body begged for oxygen. She felt her legs go slack as her world began to fade. Applejack was on the very real edge of death, standing over a cliff that had no return. And the Queen was watching her with that same terrifying smile.

She felt it happen. The Queen bit her, drawing more blood than ever and tearing her flesh. The wave of pain ripped through her body wracking the helpless thing with pleasure. The egg slipped free from its conveyor and settled into her womb, nestling with the other as the hard shaft that had been carrying it twitched and convulsed in her body. Her lower lips were tortured, stretched and battered as the tiny appendages played with them, pulling her clit and twisting it hard. Applejack tried to scream, tried to flail and convulse, but her body couldn't comply. Her tongue hung limply out her mouth and her eyes rolled up in their sockets. She faded from the world in bliss as she was baptized in her own blood.

Applejack had a religious experience.

She was back on the edge of the cliff, over it was the cold embrace of death. Her frantic panicked emotions and feelings faded away as she looked around. An endless expanse extended behind her, and Applejack felt calm and sane as she looked down into the black void beneath. That black depth was death, the final end for any living creature. The most natural thing of all. She stood on the featureless plane as an ethereal version of herself, stetson and all. This must be how she viewed herself. The disembodied face of the Queen watched her standing at the edge, dripping with her blood, her life. Applejack had only to step off, and she would be over.

Her family would never forgive her for this, for ending this nightmare. To jump off was the last ultimate betrayal to everypony that loved her. Her friends and family would be heartbroken at her death. But she was dead already wasn't she? She wasn't really Applejack anymore. Not after that. She didn't feel like a pony anymore. She had failed to save everypony, and she had failed to save herself. She was ready to die now.

She advanced toward the end and hurtled herself off. She thought as she was falling of how she just lost all her family and friends. She had abandoned them to destroy herself. They had lost her. The Queen took everything from her, she was glad this life was over. As she fell, the hum of magic surrounded her body, and halted her descent. Applejack struggled in futility to escape as she was lifted unwillingly back to the edge of life. Her defeated body was thrown to the featureless ground, slamming into the floor, just at the edge again. She had even had dying denied to her. There was nothing natural left of the little orange pony. She stood up to beg.

“Why? Why can't ah just die? Please just let me die!” Her crying plea went to the Queen, the only other being present.

“I'm not done with you yet.” The emotionless face of the Queen talked with no inflection, staring coldly and dripping Applejack's life from it's macabre grin.

“What else do ya want from me? I got nothing left. Ya took it all already.” Applejack collapsed on the edge, so close but unable to continue.

The black and crimson visage filled her awareness as it gave a lick from her nose to her forehead, leaving a bright red streak, staining her ethereal self. “Your worship.”

Applejack opened her eyes. She had been taken out of the chains and was lying on her back in a pool of her own blood. The Queen crouched over her with her horn still glowing, their organs coupled and the same cold bloody smile covered her face. She lowered her head and licked Applejack from nose to forehead. “Start worshiping, my little pony.”

Applejack's eyes opened wide as understanding overtook her, and she gazed at her goddess. Applejack used her body and blood to worship her new goddess of life and death, of pleasure and pain. Eventually the blood loss overcame her, and she passed into a dark and gruesome nightmare filled with worship of her goddess. She knew she wouldn't die. Her goddess wouldn't let her yet.

Applejack woke up with a scream as the burning fire tore through her nightmares, and her body shook in pleasure. Her eyes streamed tears as they opened and she saw the goddess that haunted her dreams ready to bless her day. She felt a warm trickle down her leg as her sex reacted to the afterglow of her goddesses dark magic, and she smiled. The Queen leaned down and bit Applejack gently in the shoulder, causing her blood to warm and her breath to pick up. Then Chrysalis took her bloody tongue and applied Applejack's daily makeup in one gentle lick from her nose to her forehead. Applejack relaxed as the tongue bathed her in her own blood. Every morning was like being born again. And every night she died in her goddesses embrace.

It had been more than a few days since her conversion. At least three days since her last relapse. The time before that was hazy. The last time she relapsed she had broken down crying, begging to die again. Then she had been shown the cliff once more. She had been reminded of what she had and couldn't have, of why she worshiped and of what, exactly, her goddess was a goddess of. She would probably only ever get to see the cliff once more, in a time far away when her Queen would finally tell her to jump. And she would.

“Are you ready for today Applejack? My children are ready. I can feel them.”

Applejack looked at her slightly swollen belly, and rubbed a hoof over it. It was strange bearing life like this. The eggs had hatched inside her during last nights nightmares, and now her stomach was stretching and moving just a little as the changelings in her body constantly adjusted. The ever present ache of being stretched beyond her limits had left her ready and excited all day yesterday as she patiently waited for her nightly worship. Today it was stronger, the changelings had grown and were now moving free of their eggs. She would be pretty desperate for attention if she couldn't birth them today. And the sooner the better.

“A'm pretty ready. Like... uh... Now ready, Your Majesty.”

“I'm sure you're anxious. But you will birth them when they are ready. For now, I'm going to go talk to Twilight. You are ready to see her and I will have her help today, she needs to learn as much as she can about bringing children into the world.” The Queen left Applejack alone in her cell, their morning ritual complete. She didn't even bother to close the door, Applejack wouldn't leave until she was allowed to.

Applejack already knew what had happened to Twilight, she had been converted just like her. Albeit Twilight's was magic like, instead a spiritual, so she didn't get a mark or nothin. Instead she got turned into a changeling. She knew the rest of her friends were treated better than she had been, they hadn't committed any crimes, so it was just her, some soldiers, and some royal guards in the dungeon. The royal guards never much talked to her. They seemed to be scared of her for some reason. She wasn't quite sure why, she had been pretty friendly the few times she tried to talk to them. Maybe they were jealous of the way she worshiped the Queen? A couple a them had gotten to see that once or twice.

The only pony besides the Queen who'd talked to her recently hadn't even been a pony. It had been a changeling disguised as Pinkie, called itself Bubbles or something weird like that. Applejack was polite to it, it was much nicer than the soldiers she usually was surrounded by. She also thanked it for the cupcakes it brought. Said Pinkie made em specially for her, and Applejack could believe it. Every one had a little picture of her cutie mark on the top made a frosting. It had offered to pass a message along to Pinkie, and even disguised itself like Applejack to pass it along. She had told it to tell Pinkie that she was okay, and she hoped everypony else was doin fine too. She hadn't told it about her new religion. Pinkie didn't need to know that yet.

Applejack grabbed one of her cupcakes from yesterday and laid herself back down, getting herself comfortable on her back as she ate. Her belly was distended, and laying down like she normally did wasn't an option she considered right now. As she ate her cupcake, she realized the uncomfortable tension in her belly wasn't going away anytime soon. And that meant she would be anxious the whole time she waited. Applejack wasn't one to sit and do nothing when she had a solution at hoof. Finishing up Pinkies treat and licking her hoof clean of frosting, she carefully put her freshly licked hoof to work between her legs. Hopefully it wouldn't be too long before Twilight and her Goddess showed up.

As she worked on relieving her tension, she thought about what she had become. Before, she would never have leaned back exposing herself like this while playing with herself. Especially if somepony, like those royal guards, were around to watch. She'd always been more of a private mare than that. She would only do something like that under the safety of her covers at night, and that was rarely. Now, she didn't much care if anypony saw what she was up to. It was part of her religion, part of her new life. She did much worse to herself every night, exposing parts of a pony that shouldn't be exposed to air for her pleasure. This was nothing, like taking a breath or sneezing. If they had a problem with it, that was their problem and not hers. She grinned at a silent royal guard as he watched her from his neighboring cell. He didn't seem to have too much of a problem.

She watched him as she came, pretending he was her goddess. The light wave of pleasure and pain washed over her, temporarily relieving her of her stress. As she relaxed for a moment, she put her slick hoof in her mouth and cleaned it like it was covered in frosting, never taking her eyes off the guard. She felt her distressed belly stretch again and she gave a quiet moan. The guard was blushing, his pride standing tall. She imagined it was her Queen standing there with her godly organ ready to impale her once again as she brought her wet hoof down for another round. At least she would be occupied until they came.

Twilight and Applejack looked at the newborn changelings. The little things were shaped just like pony foals, big heads and all. They looked kinda like miniature Appleblooms, sans hair... and color... and skin... and well... all of the parts that make a pony not a changeling. Still, it was amazing that Applejack had fit three of them in and out. The birth had been horrific, there was blood and bits of gelled eggshells all over the room and the two ponies. Applejack had lost control, screaming during the last one, and Twilight had to take over with her mouth. Applejack didn't want to tell Twilight, but it hadn't exactly been from the pain. She had accidentally closed her eyes during an intense moment, and her goddess had watched her ecstasy boil over.

The Queen stepped forward, and the two largest newborns scampered out of the room, the smallest one stayed and looked at the exhausted Applejack, its eyes wide with hope. “I've sent the two healthiest ones to the nursery where they will be fed. This one, you have to feed Applejack. If you can nurse it to full size, then your punishment is over and you will be free to leave this cell.”

Applejack looked in confusion at the little thing, and then back to her Queen. “How?”

“Have you no motherly instinct? Simply love it. Twilight, care for her for a bit. I have things to see to.” The Queen left, leaving the two ponies and the baby changeling in the dungeon cell.

Applejack stared at the changeling, and it stared back at her awaiting its promised love. Twilight went about cleaning up the situation and caring for Applejack. “Let's see...Water? Check! Soap? Check! Scrubbies? Check! Cute baby changeling? Check!” Twilight happily started wiping up the mess in the room using her magic to quickly cover the whole mess in soapy water, and then scrubbing it up with her scrub brushes. She made sure to give the changeling baby a once over, and even wiped up Applejack some.

Applejack just kept staring at the little thing. It looked so hopeful, like it was just about to get fed. As if the moment was sure to come at the next second. “Twi...”

“What can I help with Applejack? Do you need to use the bathroom? Or do you want a book? Something to eat maybe? Isn't she just a cutie!” Twilight was completely distracted by the baby, and didn't notice the look of despair that was slowly taking over Applejack's face.

“She's gonna die, Twi...”

Twilight dropped her magic and turned to look at Applejack as the objects clattered to the floor. “What?”

Applejack kept staring at the baby as it failed to comprehend her and continued its hopeful stare. “I... I can't love her Twilight. I can't do it.”

Twilight moved over to Applejack and grasped her hoof. “Applejack... It's okay. Most ponies go through postpartum depression after they give birth. I can help you through it.” There was a magical pop, and Twilight was wearing glasses and holding a pen and clipboard. “Just tell me what the problem is.”

Applejack rolled her eyes at her theatrical friend. “That ain't the problem Twi. The problem is I can't love her.”

Twilight banished her accessories with another pop and inquired, “Why?”

“It'd be too much like lovin her, Twi. And I can't do that.”

“Loving who, Applejack?”

“The Queen.”

Twilight stared at Applejack in confusion. “She said you were her most loyal convert...”

“And I am. And I love her. I worship her, she's beautiful powerful and terrifying, Twi. She's ma goddess and I worship her for that. But that little thing ain't her. It looks almost like her, but it ain't no goddess. It's just... a monster Twi...”

“She's... not a goddess Applejack. She's the Queen.” Twilight was looking at her funny.

Applejack motioned to the crater in the wall. “Ya see that Twi? I put her through that there wall, and she just stepped on out. Not a scratch on her. She's invincible.” Twilight looked as if she was going to speak, but held her tongue. “She beat the Princesses, both of them. She made you an me an Rainbow an Fluttershy an Pinkie loyal to her. I haven't heard bout Rarity, but I'd guess she ain't far behind. Do you have any idea what she did to me? How she converted me?”

Twilight took a step back as Applejack began to get angry. “No...”

“She killed me, Twi. She showed me that I was mortal and that she held my life in her hooves. She turned me into some kind of monster, some not pony thing that loves to get hurt. I scream when she cuts me. Not for her to stop, but so that she wont. I beg her, Twi. I beg her to hurt me because she twisted me all around. I get hot just lookin at her Twi, I love her and I still hate her. I give her everything I have, all of my emotions.”

Twilight took a step back, staring fearfully as Applejack worked herself up into a frenzy.

“During that first time, I was so confused. I went crazy, Twi. I didn't know what was up or down, what was bad or good. What hurt and what didn't. And then I had a moment of clarity and a chance to escape the confusion. I stood on the edge of death. And I tried to jump. I tried to kill myself so that she couldn't twist me no more. I gave up everything and everypony I loved to escape her.” Applejack was standing up, following Twilight as she backed up.

“Applejack...”

“I ain't done yet. When I jumped, when I tried to die, she wouldn't let me. She wouldn't let me die. She forced me to live, and I asked her why. Why wouldn't she just let me die?” Twilight had backed out of the cell door by now as Applejack advanced towards her. “And she told me why. She wanted me to worship her. She wanted me to be faithful. And so I did and I am.” Applejack stopped at the threshold of her cell, glaring angrily at Twilight.

“And now every night I die in a pool of my own blood, putting my life in her hooves and hoping I don't wake up in the morning. And every morning I'm born anew.” Applejack grew quiet as she motioned to the red streak that ran down her face. “And every morning after I'm born, I'm given ma mark to remind me of what I am, and what I gotta do. I am her little pony, and I gotta worship her. What kinda creature do you call that?”

“Applejack please...”

“I'd call it a god, Twilight. She changed me. She made me something I didn't want to be, she killed me and she brought me back. And she demands worship from me, and I give it to her. I give her everything. But I still hate her, Twi. I hate her more'n anything.” Applejack eyed Twilight, and decided to tell her the whole truth.

“As soon as she gives me my life back, when she's done using what's left a me, you know what I'm gonna do? I'm gonna take it, and jump off that cliff. I'm already dead inside. I'm just waiting for her to let my body go. And that little thing? It can't get nothin from me, because I gave it all to her.” Applejack lost her anger and slouched, slowly walking back from her cell entryway to her bed.

“Don't say that Applejack.” Twilight was crying, unsure of whether to comfort her friend or let her sulk.

“Why not? It's the truth. I got nothin else to lose and nothing else to give. She took everything else, and I still don't like lying.” Applejack settled in her bed, finally laying on her stomach after days of being on her back. Something wet squished out of her, and she just lifted her tail and let it flow. She wasn't a pony anymore. Decency like that didn't matter. She didn't even care.

Twilight watched her friend lift her tail and bleed as ichor drained from her body. She had to help somehow. “Applejack. What about us? What about your friends? Your family?”

“I said I'm already dead, Twi. I meant it. I abandoned y'all, ran away like the coward I was when I tried to kill myself like that. I've already lost y'all. I gave y'all up when I jumped, and I knew what I was doin. That's unforgivable.” Applejack didn't look up instead closing her eyes, watching her goddess stare back at her with a bloody grin. She couldn't see Twilight moving her eyes between the hopeful changeling baby and the brooding Applejack.

A magical pop sounded and Applejack felt a gentle hug encompass her body. “A.J., I've had to do some pretty bad things for the Queen. I've had to trick my brother, I hurt Fluttershy, and I've tortured the princesses. I've been a terrible pony and I feel guilty about it. I'm really not even a pony anymore, but I still feel like one. I still feel guilt. But I can't quit. If there is any hope that I can save anypony, I can't give in. The Queen is a changeling, a good one. But she is a bad pony. I'm trying to teach her to be a good pony and a good changeling. I still love her, even after what she's made me do.”

Twilight's tears were running down Applejack's back as she held her. “I know you think you did something bad for the Queen, something unforgivable. I know you don't feel like a pony anymore, but you can still try. Try to be a good pony even though you've done some bad things. We've both done bad things. I forgive you, all your other friends will forgive you, and your family will forgive you. We all love you Applejack. Even if you're different now.”

“How do you know Twilight? How can you say that?”

“Applejack... How do you feel about me? You don't have to answer, I can feel it. I know. I've changed more than you, and I think I've done... worse things. But I can still feel that you love me. All of our friends still do. And they will love you, too.”

Applejack listened and relaxed. Twilight was right. Her friends and family would forgive her, she had tried to run away before. She was just being silly. She had always been a silly pony. “I'm sorry I worried ya, Twi. I guess I just needed somepony to talk to.” Applejack opened her eyes, so her goddess would stop watching her. “I should probably start actin like a real pony again, huh?”

“Yes. That would help.”

“But what should I do? She's still ma goddess. She still has ma life and I still love her and hate her.”

“Maybe you could start with forgiving her. I know you think she's some sort of divine being, but she's not infallible. What she did to you was a mistake. If you can forgive her for that, maybe you can work something out.”

Applejack thought of that. Forgiving her was so simple, it had never crossed her mind. Can you forgive a goddess? Just forgive her for all the terrible things she had done. Simple did not mean easy. Still, she could work on it. Maybe if she focused on one thing at a time. She focused on the little eager child.

A little purple pony was in a room angrily glaring at a big dark changeling. “You hurt her.”

“Yes I did, Twilight. I had to. Besides, she's just a pony.”

“You didn't have to do it like that. She was confused, terrified and angry. You wanted to hurt her.”

“Why wouldn't I? She killed many of my children, and one not too dissimilar from you. She hurt me badly. I had to punish her.”

“So now you take out your aggression on her every night? You just beat her up and make her bleed out and watch as she passes out?”

“It's cathartic.”

“You can't keep doing this to her. You're just enacting some sick vengeance over and over. You need to forgive her and move on.”

“I am not a creature of forgiveness, Twilight.”

“You wanted the Elements to work, right?”

“Of course. That's why I did what I did. You told me that they couldn't work if she was under the effects of a mind spell, so I used some of Luna's old tricks to make her think I was a goddess. I did it for the hive.”

“They are the Elements of H-A-R-M-O-N-Y. That spells 'harmony'. They won't work if she is in so much discordance with herself that she wants to end her own life.”

“I was making her worship me. Her mind would have come around eventually, her body already has.”

“Do you have any idea what she would have done to you?”

“What?” The changeling looked confused at the rapid change of topic.

“She thought you were invincible, immortal. I almost let slip what she did to you. How she almost killed you.”

“I survived and she won't try it again.”

“You were dead, Chrysalis. She thinks you brought her to the edge of life and back again. She's the one who killed you. She brought you to that edge and pushed you off. I came when you called, and I caught you as you were falling off that edge. Nopony else, anywhere in the world could have or would have saved you. And she did that to you.”

“And I thank you for that. You have proven your devotion over and over again to me.”

“Then please pay attention. Did you realize what she would have done to you if during her 'Worshiping' she accidentally made you bleed? If anytime during your daily and decidedly dangerous debauchery she damaged you? You would be dead. The first chink in your 'Godhood' and she would have crushed you in a bloody vengeance, and then probably killed herself.”

“I didn't think...”

“No, you didn't. And then I would be left alone with nothing but the constant buzzing of the hive in my brain and the memories of one sealed princess to guide me.”

“... I'm sorry.” The little pony moved closer the the larger creature, and wrapped her hooves around it in affection.

“Just please be careful. I love you and don't want to be alone. I know you're going to leave me some day, but I don't want that day to be any sooner than it needs to be.”

“What do you suggest I do then?”

“Give her a reason to forgive you. Give her a reason to live. Be kind to her. Ponies are fragile things that break easily, but they can heal if you give them the right attention. If you can make sure she doesn't hate you, then she won't kill you when she realizes you're not a goddess.”

“I will consider it...”The two stayed silent for a while as the larger one thought and the smaller one just stayed close.

“...Twilight... Was she always this strong?”

“No... Something's happening to us. I haven't figured out what yet. Fluttershy is an endless font of love, She could feed the entire Hive now. Rainbow is tireless, I don't think she sleeps anymore. Pinkie's Pinkie Sense is going haywire and Applejack's strength is getting insane. I am coming up with new spells that shouldn't even exist on a daily basis, and the depth from which I can pull magical power feels limitless. I'm getting scared of myself. Every day we get stronger. I haven't had a chance to speak with Rarity yet, please let me talk with her. I need to know what is happening to her regardless of how far she is along in your plan.”

“Tomorrow. I'll let you speak with her tomorrow.” There was another pause as both creatures considered the words of the smaller one.

“Have you found Spike yet? I miss him.”

“I haven't found your dragon yet. I'll be sure to let you know if he shows up. But Twilight, It's been two weeks. I'm sure he's fled Canterlot by now. Don't get your hopes up.”

“...I'm sorry I yelled. I love you...”

“I know Twilight. I know...”

Applejack kept staring at the little critter and it just kept staring back right at her. The thing didn't even blink. It was kinda creepy. That little thing had come from inside her, it had been growin in her for a few days now with its sisters.

“So.. uh... hey.” She had no idea what to say to it. It didn't even respond to her when she spoke, like it didn't understand or nothin.

“Ya can come on over here if ya like.” It still didn't move, it just stared. It's wide hopeful smile had disappeared a while ago, now the little thing looked a bit tired. Applejack tried moving to the left and right to see if it was even paying attention. It's head followed her.

“So... I guess ya'll can't understand me then... Ya are just a baby I reckon.” She didn't need to be afraid of it, it couldn't really hurt her. Not that hurting mattered. Applejack got up off her cot and walked over to it. It started to smile hopefully as she got close. She leaned down and picked it up in her hooves, holding it so she could see it's face. It beamed at her in excitement as it's anticipation was renewed.

Applejack carried it to her cot, and set it down as she laid down with it. The little changeling cuddled up next to her, pressing itself in her side. Applejack smiled as she saw the tiny thing settle down, its eyes closing in contentment. “Ya kinda remind me of Applebloom.”

She wasn't sure if she was loving it or not, but it seemed happy enough. She was also kinda glad to have some company, Twilight had moved the royal guard to somewhere else in the dungeon for the birth. She closed her eyes for a moment, watching the Queen stare back at her. She knew Twilight was right. The Queen wasn't divine, just tough. Much tougher than any pony. She might not be a real god, but she was more powerful than one. Than two, even. Even if she wasn't divine, she was still something powerful and beyond a pony's understanding.

And the Queen really had taken her life from her. She had taken everything that mattered, and then asked for more. Applejack had given her the rest, the parts that didn't matter anymore. But now? She had a little critter snuggled up next to her and she didn't feel so bad about things. It felt like she had gotten something important back today. Something from Twilight and this little changeling. She wasn't sure what it was, but she knew who to thank. Applejack smiled with her eyes closed, and whispered a silent prayer of thanks to her goddess.

Applejack had been asleep when Chrysalis entered her cell. The Changeling Queen stood over her, watching the sleeping pony and the snuggling child. For the first time in several days, Applejack awoke without screams as the little changeling rocked her back and forth with its hooves.

“Good evening, my little pony.”

Applejack's eyes quickly opened, and she groggily greeted her goddess. “Hey.. uhh... Howdy, Yer Majesty.”

“You were sleeping well. Did you manage to escape me in your dreams?” The Queen was smiling pleasantly at her.

“Nothin like that, ma'am. Just... It wasn't so terrible is all.” Applejack couldn't really remember her dreams, but the Queen had been there, bloody and grinning. However she had somepony else with her as well, somepony small and close. She glanced down at the little changeling who still couldn't take its eyes off of her and felt a little warm inside.

The Queen eyed this silent gesture before she responded. “Interesting. I had a little chat with Twilight. She thinks I've been to hard on you. Too cruel. What do you think, Applejack?”

“Well, yeah. I kinda think nopony deserves what ya did to me. But I understand that nopony could stop you and you do what you want. Because that's what you wanted, that's what happened. Ain't no power around to even judge you.”

“And what if our roles were reversed? What if I had barged into your farm and taken little Applebloom from you while she tried to help me? What if you had the power to do what I did to you? What would you have done?”

“I... I ain't really sure. I'd be right angry. Probably violent. I might even try to hurt ya, maybe kill ya. But I wouldn't twist ya like that. Once I calmed down I'd just want you gone. Not keep ya like this.” Applejack really didn't want to think about that. It was bad news all around, and she didn't like thinking about hurtin folks for revenge. But she might if it was Bloom.

“I guess we're different then. Twilight had some suggestions, I'm going to try a few. First, she suggested I give you something. Some reason to care. You seem fond of that child. It's yours now.”

Applejack looked down at the little changeling, and then back at her Queen. “What do ya mean?”

“She's your daughter. The rest of our children are mine, but I'll give you your first born. She will be your companion and your responsibility. Of course, she's a soldier. She'll never be good at conversation, but she'll still be loyal and intelligent once she grows.”

Applejack hadn't thought much about that yet. She knew that she had given birth to the little changeling, but she just kept thinking of it as some little creature. Not really like a pony or anything really. Just a critter to keep her company till she was free. But its face looked so much like a pony. Sure, it was kinda... buggy, but also kinda cute.

“Also, after tonight you are free to leave the cell. You are returning to your previous room with a real bed and bathroom instead of just the grate in this floor.”

“Well shucks Yer Majesty. I feel like it's ma birthday.” Applejack was blushing at the blessings her Goddess was giving her. She didn't deserve any of this, but she wasn't gonna say no.

“One more thing.” The Queens voice began to sound almost disappointed. “I'm no longer going to tear into you during your worshiping. I've been punishing you for taking my child. I believe you have been punished for that enough.”

Applejack sighed. Along with the good there was always bad.

“I'm still going to bite though. I enjoy that anyways.”

Well. Not too bad at least. “I'm ready, Yer Majesty.” Applejack smiled as she prepared to worship her goddess, thankful for her blessings.

While Applejack worshiped her Goddess, Twilight explored hers. The purple mare was standing in front of two cocoons in an otherwise empty room, the active Goddess staring at her with a pleading look on her face but otherwise immobile. Twilight's eyes glowed green as she probed Luna's extensive memories. The depths of Luna's mind had to hold some clues. A key to what Chrysalis had done to Applejack, or maybe a hint as to what was happening to the bearers of the elements of harmony. Twilight was getting desperate. Applejack needed to be whole for the elements to work, and Chrysalis had done something unnatural to her. Something she might not recover from. Twilight needed to know what exactly.

She was also scared of her own growing power. Chrysalis's spells had come too easily, far easier than any she had learned before. And they were not simple by any stretch of the imagination. Luna had taught her a few darker spells under Celestia's strict guidance, so dark magic wasn't completely new to her. But the scope of the spells and the amount of power they required were beyond what even Celestia had taught her.

She hadn't told Chrysalis yet, but she even knew the spell that had changed her. She had plucked it from the Hive somehow. Chrysalis didn't actually know that one, she had only gone through the motions every time she had attempted to perform it, the dark arcane energies following ancient paths guided by the Hive-mind. Twilight had the knowledge and power to cast it herself. That scared her.

She caught a hint in Luna's mind to Applejack's fate. A memory of a pony wearing a bright red streak down her face just as Applejack did. Diving into that portion of Luna's memories made Twilight cringe in horror. Once upon a time, the dark goddess had relished torturing Celestia's faithful. She had enjoyed watching struggle and writhe beneath her as she claimed their bodies and corrupted their minds. Once she was done with them, they would abandon everything they held dear and join her cult by marking themselves with their own blood.

She would prove to them she was a Goddess in the final act by killing them and then turning away death itself. She would keep them in limbo until they begged to serve her, anything for their release. Then she would return them to their bodies, sometimes day's later in a half rotting corpse as some kind of horrible zombie pony. She would use dark magic to heal them, restoring their broken bodies by killing those still loyal to Celestia but unworthy of Luna's personal attention.

Twilight shuddered at the memories of the Goddess. There was no way Chrysalis could actually turn away death and resurrect a pony's body. The best she could manage was probably some kind of mental illusion. Of course, Applejack would probably fall for it. Her lack of knowledge when it came to magic was nothing new. But that didn't change the conviction the pony felt. It didn't matter how real it was, just how real Applejack thought it was. And if she was half dead when Chrysalis did that to her, it's likely she would have been easy to convince.

Another dark memory grabbed Twilight's attention, this time it was of a spell. It was a spell Luna saved for Celestia's most faithful, her priests and acolytes. It seemed in that day and age, Celestia's most faithful took vows of celibacy. And Luna enjoyed destroying them by pretending to be Celestia and seducing them. Sometimes she would use magic to push them along, but all of Celestia's faithful would do anything for Celestia, so oftentimes all that was needed was a request. The spell was familiar.

It was, in fact the precursor to the spell the Changelings stole to get their queen. Except the changeling version was flawed. Luna's spell left their love intact, allowing her to watch as they broke their hearts following her disturbing orders. Oftentimes they would be forced to kill a loved one, or destroy something precious to them. Unable to deny her, they followed through with the act and would become one step closer to emotionless automatons as their hearts bled.

Twilight felt a moment of dread. How could she trust this creature in front of her? How could she hope that her salvation was in its very clearly evil hooves? Celestia trusted this monstrosity somehow... But she needed to focus for now, this was Luna, not the ancient evil it had been. And she held needed answers.

The changeling spell was supposed to draw out all of their love and feed it to the hive in order to fuel the spell and force a physical change. Somehow, Twilight's conversion had gone wrong. She had managed to physically change without the spell consuming her love, it only removed her love for Celestia as the spell was originally designed to do. Curiously, Twilight pulled more recent memories, temporarily forgetting the Goddess's dark past.

She saw her own conversion, and blushed when she spread her legs for the Goddesses to see. She had been covered in green slime and was helping the changeling push it deeper in her body when Luna had realized what was about to happen. Twilight watched as the magical energies grew, the alicorn using some sort of second sight to watch the shifting leylines of magic that the hive had guided. One passed through her cocoon, and instead of cutting it off and forcing the spell to draw more from Twilight, she filled it with her own power. Twilight gasped and broke her concentration to think on this.

Luna had saved some small part of Twilight by throwing as much power as she could into the spell. That was why she allowed Twilight access into her mind. She knew that emotionally and intellectually Twilight was mostly the same, still the kind hearted mare she had been before. Was that why Twilight's power was growing as well? Had she picked something else up from the ebony mare? No, that didn't explain the rest of the element bearers. It had to be something else. Still, that second sight thing would be pretty useful, and Twilight was feeling rather adept at magic at the moment.

Channeling the energy as she had felt Luna do in her memories, Twilight saw the world in a new light. Inside the cocoon in front of her was an endless black abyss, the other cocoon held a burning light of unfathomable glory. Both were completely contained by the strange things, the magic flowing in some indecipherable pattern along the walls of the cocoon. She had needed to penetrate the walls of the cocoon with her aura in order see inside, but it seemed to pass right through. Perhaps the cocoons were attuned to the Goddesses somehow? It made sense considering the mind reading spell could pierce them. Twilight couldn't see her own aura, that was probably why Luna wasn't blinded in her memory.

How could that dark creature be the kind Princess Luna that she knew? Sure, Luna was always aloof, always a little different than her sister, but she was still a reasonable creature. This maelstrom of darkness practically screamed “Evil” and “Sinister”. Was the whole thing an act that Celestia chose to ignore or couldn't see? No, Luna had been genuinely distressed that ponies didn't care for her on Nightmare Night and she hadn't killed anypony or anything drastic. Twilight saw something shine deep within the darkness, and forced her aura to penetrate the veil.

There, in the center she found it. Luna had a heart of gold, a bright pulsing light as pure as Celestia's own buried beneath the dark, hidden from the world. Twilight wanted to see it, to see the heart of a goddess. Her aura expanded, pulsing from her body in a wave that blew the maelstrom back for a moment, exposing the golden heart to her fully. It was beautiful, a glowing elegant orb of pure magic. Twilight felt as though it was purposeful in design, perhaps a clue as to the Goddesses origins? That would be a mystery for another time, the black flood of power had covered it once again leaving Luna a beacon of dark magic.

Twilight turned off her new second sight, and was surprised by the look of terror on Luna's face. She was scared. Why would the Goddess by so suddenly scared of Twilight? It's not like Twilight's power compared to her own. She had just... pushed back... the goddesses aura with her own? Twilight took a moment to process that reality. That was impossible. She had merely attempted to see what that thing shimmering in Luna was. Luna was weakened right now, the cocoon held her captive. Even with Twilight's increased magical aptitude, there was no way she was anywhere near as strong as Luna. She decided to test this theory, watching Luna with her regular eyes as she expanded her aura, forcing it to wash over the Goddess.

Luna's eyes widened in surprise and then narrowed, as though Twilight was making some sort of attack on her, and then she had this horrified look on her face as though Twilight had murdered somebody. Twilight relaxed her aura, allowing it to settle back on herself. That all but confirmed it. Somehow, Twilight was currently more powerful than the Goddess. Whatever was happening to her was related to divinity.

Twilight found the thought curious. Was she destined to be some sort of Goddess? A new Changeling Queen that brought peace and prosperity? She could do it. She had a plan. She had the power. She could make ponies and changelings do what she wanted. Twilight looked at Luna, and felt herself grow taller in a flash of green flame. She wore the Goddess's form, and noticed how small everything looked. Even the glaring Goddess herself seemed less intimidating.

Would ponies question her divinity if she took Luna's form and told them to accept their new fate? She briefly thought of Applejack's new religion and suddenly found herself sick. Twilight abandoned Luna's form and took her own more natural form, how she used to look before she could change. Twilight was no Goddess, and she had no desire to be. She couldn't betray her friends like that. She couldn't betray Chrysalis like that. She couldn't betray Luna.

Twilight had all of this power and nothing to use it on. She had no grand enemy to kill, no big bad guy. She wanted to save everypony, not subjugate them. It was pointless. All of her friends getting stronger was pointless. She suddenly felt very tired. This puzzle was more than she understood, more than she could figure out on her own. Luna didn't seem to have any knowledge at all about the Element Bearers. That left one available option.

Twilight Glanced at Celestia's cocoon and gulped. Yep. One available option. Time to hit the library again. She turned and fled from the room, temporarily forgetting that she could just teleport to the archives.

Unbeknownst to Twilight, Luna's glare wasn't from fear or anger at being out done. If Twilight had used her second sight the second time she had washed her aura over Luna, she might have noticed something. Her overpowering energy had done more than just wash the darkness back. That little, beautiful magical orb had been completely exposed to the energy. And very slightly, in a small and barely noticeable way, there was a crack in it. A very, very tiny crack. And out of that crack was hissing something very, very dark.

The Taste of Victory
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Competent Villains: Chrysalis

The Taste of Victory

The Taste of Victory

Cadence opened her eyes and saw only darkness. She panicked, trying to get up and rub them only to find that her hooves were unable to move. Her voice failed her as her mouth was sealed shut. She was immobile, and silenced.

She blinked a few times to see if she could clear her eyes of the darkness, and she noted that the insides of her eyelids were a nearly unobservable red. So she wasn't blind then, merely in the dark. Cadence channeled some magic into her horn, trying to light up the room with the ambient glow. Nothing happened. She was an alicorn, her magic had never failed her before.

The last thing she remembered was going to bed with Shining. They had both had an exhausting day, Cadence had started her research on wedding gowns in Canterlot, and Shining had to deal with some unnamed threat. He wasn't specific about it, but he was tired enough that neither of them had the energy to fool around. They had simply drifted off to sleep together and Cadence had been spooned by her beloved Shining.

Shining Armor was the light in her life. They had grown up together, seeing each other occasionally as children. When she had taken the job babysitting Twilight, she had gotten to see him more often, and they had connected. They became fast friends and confidants, he had been there for her since before her parents had died and stuck through after. She had never been Princess Mi Amore Cadenza to him, she had just been Cadence. His beloved Cadence. And now he was gone, and she was alone.

This must be some nightmare then. She relaxed as she realized it was probably due to wedding planning stress. The wedding was only a little over a month away, and she still had so many things to plan and organize. Maybe she just had to try and wake up? But how would she …

Cadence felt something warm and wet engulf her nipple. She drew in a slow breath as it began to suckle her, squeezing and teasing the tip of her mound. The sensation sent a tingle through her body, and she felt her wings press harder against whatever cold floor she was secured to. It was one of these dreams. She hadn't had one this unique before. The warm thing sucked her nipple up and released it, letting her firm flesh spring back into position. She tried to moan through her sealed mouth.

The thing, which felt like a tongue now, eased across her cleavage leaving a cool wet trail on her flesh. It was accompanied by a hot breath that slowly warmed her body as the thing began to lap at her other breast. Cadence had no sight and heard nothing but her own heavy breathing and the lewd noises the tongue was making. All she could sense was the warm wet tongue, now teasing her hardening nipple.

This was the most intense one of these dreams she'd had since she was a pubescent filly. The tongue was electric, and she was powerless before it's assault. It abandoned her nipple, tracing another path down lower and causing her to shudder as it danced across her lower abdomen. At least it was a pleasant dream she was stuck in, and the way things were going she was going to wake up soon.

The tongue widened over her flower, flattening and pressing against her as it covered her parting petals with its warmth. It slowly licked upwards, dragging itself gently across her lower lips in one smooth motion and causing her to tense her body. She was having a hard time breathing through her nose, but she could still keep her focus on the warm sensation as she snorted loudly with each breath.

Cadence felt herself building up to that moment. She wasn't going to last long as the textured tongue gently massaged her secret desires. It was unrelenting, a wide smooth lick up was followed by the same sensation gliding down. She started shuddering as it happened. These dreams were always short for her, she would wake up just before she finally had her release. She was briefly surprised when that didn't happen.

The tongue gave a slightly rougher lick, digging deeper into her fleshy mound and just barely tasting her insides. It pushed her over the edge and her body tightened against its bonds. She tried to squeal into her mask, but all that came out was a particularly high pitched snort as the air escaped through her nose. Her hips pressed forward, and found the tongue had a mouth as it's lips kissed her roughly.

Her orgasm was over just as fast as she had warmed up. She relaxed, letting her body lay on the floor as she tried to catch her breath and figure out what just happened. She should be awake right now, she had never actually finished in a dream. This was a very strange dream. The mysterious mouth kissed her quivering mound once again, and she felt the lips force hers open wider. The strange sensation was followed by the familiar tongue pressing softly into her body.

So it wasn't over yet. Her dream still had more in store for her. The tongue hardened and elongated as it began to lick her from the inside. This was a completely new sensation for her, Shining had never put his tongue inside her... It felt strange as the tongue explored her moist cavity, stretching and stroking her inner walls. The lips were working as well, constantly molesting her labia as they kissed her.

Cadence had always been careful about what went past her lower lips, she was a princess and was expected to keep her virginity until marriage. Shining and her had skirted the rules plenty through the years, but this had always been off limits to her fiance. She felt the firm tongue press against her thin membrane as it licked its way forward.

Cadence was briefly ashamed as she realized this sensation was a result of her thoughts. She had been concerned about it, and now she would experience it. Aunt Luna had tried to explain the nature of dreams to her once, but the archaic language had unfortunately fallen on uncomprehending ears.

The tongue paused its advance and began to very carefully stretch her virginity. She squealed into her mask as it tore and she felt a brief sharp pain followed by a gentle warm sensation as she bled. The tongue carefully lapped at her insides, spreading and licking up the blood. Cadence felt dread rising in her stomach as the tongue began to advance again, filling her insides with it's impossible size. Ponies didn't have tongues like this.

What if this was not a dream? What if something had just taken her carefully guarded honor before her wedding night? How would she explain this to Shining? Her mind was distracted as the tongue continued to swell and extend, pressing against her walls as it wiggled within her. This was an impossible tongue, this whole scenario was impossible. This was a dream. It had to be.

The tongue fiercely massaged a delicate spot inside the upper wall of her vagina, and the lips had started nudging the little nub in between her folds. Cadence began to shudder as the ministrations quickly transformed from gentle caressing to violent thrusting.

The assault on her body brought out a new feeling, and something alien aroused within her. This strange sensation felt like a river had backed up in her body, and desperately wanted out, screaming against her lower abdomen in fury.

Cadence tried to call out, to beg for it to stop, but the mask prevented her. Her body could only struggle and she desperately tried to use magic, but nothing happened for her. She was helpless as the river broke free within her and wracked her body with intense unrelenting pulses of euphoria.

She fruitlessly screamed, nearly choking herself on her own air and making a desperate snorting noise. Her body convulsed over and over again as a warm wet fluid gushed from inside her and flowed around the tongue and into the mouth servicing her.

Cadence's mind was awash in confusion. Nothing made sense and nothing mattered. She began to sob, great heaving breaths became desperate snorts as mucus and tears ran down her face. Why wasn't she awake? What had happened to her? She carefully eased the tension in her body as the tongue and mouth pulled out of her, leaving her alone and wet in the darkness. She felt strangely empty.

The cold ground cooled her body, and her wet nethers chilled as a breeze washed over them. She felt a pool of fluid underneath her, getting in her tail and soaking into her skin. This didn't feel like a dream. This didn't feel like a dream at all.

Time had passed. How much, she wasn't sure. She had been left alone and immobile in the dark once the lewd act had completed. She thought about Shining Armor and what she would tell him. She imagined him showing up and rescuing her. She thought back to her life and what she had done over it. She had lots of time to think. She occasionally dozed off, waking back up when her body chilled too much.

The floor was cold, but at least she had dried off. Unfortunately, that had left her sticky and feeling gross. She wasn't sure if whatever fluid that had been smelled, but she couldn't smell it herself. Every time she shifted her weight to ease her sore muscles, her back and tail stuck to the floor. She considered it lucky the pool of fluid hadn't reached her sensitive wings, peeling them off the floor like velcro did not sound fun.

Cadence was scared. What was the thing and why was she secured like this? Surely her ponies would notice her absence soon, it would be difficult to keep her hidden once they realized. Why hadn't whatever held her captive simply just killed her? What were it's designs for her? Was she being held for ransom? Or was she merely very unlucky and a victim of chance? That seemed unlikely. It would take no small effort to sneak into the captain of the royal guards chambers and steal his bride to be out from under him.

What had happened to Shining? Had they killed him? Was he held captive somewhere? Worries crossed her mind, coating every thought with an underlying layer of fear. And she was so cold. There was no heat down here, save her own. The hard floor sapped her, leaving only a slightly warm pocket of air surrounding her. Every once in a while a gentle breeze would shift it, leaving her cold and exposed once again.

It didn't help that she had to shift her body, taxing her restraints every so often in order to keep blood flowing. Her extremities would occasionally lose feeling due to pooling blood and biting cold. This was torture for Cadence, and she found herself shivering to stay warm. Slowly, she felt herself being drained by the floor. Perhaps that had something to do with her lack of magic? Was something draining her of heat and mana?

Soon the numbing cold became encompassing. She began to worry more about death from exposure than having that other creature kill her. And it was a creature for sure, no pony would ever do that to Cadence. No pony had a tongue like that. She'd hoped some pony would come by and find her, some other being would stumble across her. Even a simple animal would be welcome. One of Luna's bats even.

Hours passed, maybe days. She couldn't tell. Time meant nothing when she had nothing to pass it with. She struggled to stay conscious, grateful every time she awoke alive from a fit of sleep. Hypothermia was dangerous, and she feared that she was succumbing. It didn't help that she was alone, her own reality nothing but an empty black void of cold secured to a chilling floor. She would sometimes grunt or attempt to hum, if only to hear her own voice.

Her thoughts slowly focused more on her own survival than her previous worries and fears. She had to stay focused if she was going to survive this. It was important to stay warm, to stay alive. Her thirst and hunger were building as the cold drained her of strength, and the solitude played tricks on her mind.

She was truly alone. Not, “I'm in the bathroom and need a minute” alone, but really alone. No one would come and save her, no one was there. She was accustomed to having a servant or loved one always being a shout away. The royal mare had never actually been alone like this before. It was terrifying. She would hear voices sometimes. It sounded like her mother calling her name. How odd. Her mother had been... dead for a while now. A rare flicker of light would tease the edge of her vision, only to disappear once she looked at it.

She was fairly sure she was hallucinating, her idle mind filling in the void with memories long past. How long could a mare survive like this, cold and starving held down in the dark and silence? It was maddening. She did not deserve this treatment in life or death, she was a good mare. Had been a good mare. She was seriously considering the possibility that she had died and somehow ended up in a darker region of Tartarus. This was madness.

A pleasant warmth surrounded her teat, and she realized what it meant as the her cold hard nipple became a warm hard nipple. The tongue had came again. It started with her breast, teasing and tugging the cold things as it warmed them. She was relieved at the presence of something else, and then immediately ashamed once she remembered what it was going to do to her. What it had already done to her. She resisted as much as possible, but ultimately she was plastered to the floor and at the mouth's scarce mercy. The only merciful thing about it was the warmth it held. Every coaxing lick also spread tingling and soothing warmth through her tired and freezing body.

She tried to avoid becoming aroused, she tried imagining boring things and using what little movement she had to avoid the warm tongue. She slowly realized that she was failing as it began to lick her once again, spreading her sticky lips wide and causing her to shudder. The warmth flooded her frigid body, spreading life with its constant attention. With the warmth came her own quiet desire, her waking body knew exactly what it wanted. And it was going to get it.

Her body reached a gentle peak and she fought to keep quiet as the fragile surge of euphoria ran through her. Her marehood weakly spasmed, giving away her momentary bliss to the warm mouth, and she felt that strange tongue press past her folds again. With horror, she realized that it was starting the second half of it's exercise.

As the tongue swelled and squirmed inside her still quivering body, she stopped her attempts at resistance. She couldn't fight what was going to happen, the best she could hope for was to ride it out with as much focus as possible and hope she didn't hurt herself somehow. The realization that she couldn't stop it at all made her shudder. Was she looking forward to it happening? She desperately wished to be anywhere else than impaled on this monstrous tongue.

The organ lined itself up with her body, lips massaging her clit and the impossibly flexible tongue gently began to stroke the spot inside her. She lay there waiting, not moving with the slowly building attack, or fighting to resist, instead just calmly letting it progress. The tongue began to fill her, displacing her flesh and feeding her warmth from the inside. The feelings began to build up inside her, and she felt the unspoken fury try to escape. Something wanted to be released, and she made no effort to help it or hinder it.

She quickly found that her pacifism couldn't last. The screaming inside of her became unbearable, and she started to cry as her hips gyrated in rhythm with the tongues thrusts. It wasn't a voice that could be fought or ignored, and for a moment she was compelled to obey it. A moment became an eternity as her mind forgot time.

This orgasm was painful in its intensity. It felt like she was being squeezed be her insides, forced to bleed out her life through her clenching muscles and tortured pussy. The torrent of wet life gushed from her body as her mind became an animalistic thing, forgetting all thoughts of resistance or mental focus. Desire for release, for pure carnal satisfaction consumed her being as she rocked her hips into the powerful tongue.

She mindlessly thrashed underneath the unholy organ as it devoured her from the inside. Each intense thrust pushed and forced her flesh aside as she rocked with it and against it, craving it's rough touch. Every thrust of the tongue was met by a wet squelch as she gushed some fluid over it. She was just along for the ride, unable to think or act in opposition to it's craven desires. She was expertly driven by it until her strength finally gave out, and her quivering hips collapsed due to exhaustion.

Sanity returned to her slowly, her primal mind retreating as the non pony tongue vacated her stretched cavity. The tongue finally separated from her body with a wet squelch. Cool air rushed to fill her empty cavern, immediately bringing relief to her burning nethers. Cadence's eyes opened wide with horror as realization dawned on her.

She wasn't just spread open, she was hollow. Her once delicate passage was now a wide open and stretched chasm of raw flesh. How long had that taken? How much time does it take for a pony's body to adjust to that kind of abuse? It could have been seconds, minutes, or hours. She had no idea how long she was kept squirming like an animal, only that her body was far too tired to move and her gaping pussy had become a deep and empty pit.

The heat drained from her body as she mulled over her recent fate. There was no denying it. She was no longer a virgin in any way. Her body had experienced one of the most decadent pleasures of the flesh, and she hadn't been alone. Some other being had been her skilled guide, and had taken her somewhere she meant to discover with Shining. Now she could only revisit the familiar heights of ecstasy with her fiance.

The cold reminded her of her current problem. Her wet and exhausted body didn't have the strength to even shiver, and she lay silently on the floor as the chilled surface began to numb her. She wasn't going to have to worry about her situation with Shining. She was going to die here, and soon. She wouldn't last long like this, soon she would give in to the cold and fall asleep. She was too tired to warm up and awaken. She would die.

This wasn't as upsetting as she had originally thought it would be. Dying was natural. Every pony that ever lived had died. Well, except her aunts... But they might technically not be ponies. She had never bothered to ask. She let the cold consume her, at first it was painful and biting as it tore into her weakened body. After a while, it became soothing. Eventually it was pleasant.

She was sure she was hallucinating again. She saw her mother, Shining, Celestia, even little Twilight all playing together. It was so nice to see them having fun, just like when she was young. She heard her mothers voice, calling her to the picnic. “I'm not done with you yet.” It was odd how her mother sounded exactly like her this time. Still, this was a pleasant memory.

A warm blanket covered her, and she felt a tingling sensation up and down her body. How wonderful for them to have something to keep her warm at this picnic. But soon they began to leave, fading from her memory. That's what this was, a memory. But something was wrong. She hadn't been covered in a blanket in her memory. Those weren't the words her mother had said...

As Cadence's senses slowly returned, she realized her blanket was heavy. And had a heartbeat. There was a pony on top of her, allowing its warmth to spread into her. She was safe, this wasn't the monster. It had hooves wrapped tenderly around her, it was soft and warm. Cadence noticed that the pony was very clearly a she. It's breasts matched perfectly up with hers, they gently rubbed together with each of Cadence's timid breaths.

Cadence was ashamed of how it stuck to her. They were glued together with her drying sweat and bodily fluids. The other pony was pristine, clean and pure. Cadence was filthy, covered in an unmentionable slime. But the pony didn't seem to care, it just kept pressing it's soft warm body into hers, feeding her body warmth. It was an ambrosia of feeling after the depravity of darkness and cold.

The pony was relaxed, meeting Cadence's flesh in a perfect union of matching curves and breathing life. It was rescuing her from her cold and lonely fate. That mouth from earlier had been some sort of demon, this was an angel. She tried to talk to it, to communicate with it somehow. She wanted to thank it for saving her life. She wanted to thank it for being warm and alive instead of the cold dark silence she had been surrounded by. It didn't respond to her muffled whispers, so she settled for muted tears. Eventually, Cadence drifted off into a comfortable sleep, held securely in its warmth.

Cadence awoke alone in the dark, like before. Unlike before, she felt strangely warm and full. Her body no longer hurt, as though it had been stretched, and her painful thirst had been quenched. The faint taste of honey lingered in her mouth. She was refreshed in some way, ready to face the darkness, the solitude, the fear, and the silence. Eventually the cold overcame her barrier of warmth, and she faced that as well. She would survive. There was a pony here. Maybe she could get it to help somehow?

Her thoughts were consumed by the pony as she tried to reason it into her current existence. It could be another prisoner. It might be some kind of creature that watched over her, a guardian angel of sorts. Maybe it was a dream? Some kind of hallucination from the cold and silence? She sighed. All of these were possible. Equestria was a land of ancient magics and long forgotten secrets. A guardian angel wouldn't be unheard of.

But realistically, she knew what was more likely. She just didn't want to accept it. That warm and gentle pony was probably in collusion with the salacious mouth. If her captor had wanted to keep her alive, to keep her from freezing, the body of a pony was the most tactile way to do it. And her captor seemed to enjoy touching her. She shuddered at the thought. What was she to do?

She couldn't resist in any way, she was still entirely restrained. Her magic was completely nonreactive. She was helpless to stop the tongues advances, and the warm pony's life giving embrace. Cadence flapped her wings against the ground in frustration, and quickly realized what a mistake that was. A cold rush of air replaced the pocket that had been warming around her skin. Cadence felt her anger rising, her only usable appendages would kill her more quickly.

With nothing to direct her anger at, and no way to express it, the emotion bled into despair. She was helpless, completely at the mercy of whoever or whatever held her captive. She faced the cold with considerably less resolve than before as bone chilling air settled once more around her. A lonely cold and empty hell was all that awaited her as she stared into the inky blackness that might as well have been eternity.

The hallucinations came again, slowly robbing her of her sanity. In the dark she heard voices, whispers calling her name. She clearly heard her mother again. Nothing of value was said, only her name. Quietly, barely audibly, but still present in the silence. Cadence flapped her wings, making a sound to drive away the madness. Her only reward was cold, and then a few moments of silence before the phantom sounds started again. Cadence began to cry.

Cadence's life had become simple. She would be alone, cold and fighting nervous tears for the majority of it, struggling with inner worries and fears as the darkness and cold threatened to consume her. The worst part was being alone, she began to imagine that the phantoms intensely haunting her were real to fill the void in her life. Occasionally, the tongue would come and grant her a brief reprieve from the fear. She would experience a different kind of intensity, one far more pleasant and hot, if immoral. And afterwords, she would be gifted with warmth. Warmth and a pony to hold her, if only for a little while.

The tongue and the pony were invading her hallucinations, creeping into her dark silence. She might feel a phantom lick, stirring her arousal only to discover that it wasn't time yet. She dreamed of the pony holding her when she drifted off to a fitful sleep, of the warmth it provided. Sometimes, she would dream of the passion... of the feelings the tongue gave her when it was inside her body. She found herself wishing in the cold, hoping for the tongue and the pony to show up, to provide her brief respite from madness.

And eventually they would. Her wishes would be fulfilled as she would scream into her mask, and then bask in the pony's warmth. After, she would feel guilty. She would hate herself for wanting that and getting it. And then, the hallucinations would come and the cycle started again.

A break in the cycle happened, and Cadence felt the pony settle on her body, providing warmth and comfort. She was confused. This was different, normally the pony only came after the tongue left her broken on the floor. In her confusion, she nearly missed the most valuable thing she could possibly be given. A most important gift for her dying psyche. A voice. “Cadence?”

Had it been real? Cadence stumbled through her thoughts. It was her name, the same as most of her hallucinations. But the voice, it sounded familiar but foreign. It almost sounded like her. Her own voice had called out her name?

“Cadence, I'm talking to you.”

Cadence stopped breathing as she listened to the rapturous sound. It was talking to her. This pony was talking to her, and wanted her to listen. It's voice was a remedy for her troubled mind, a clear and beautiful note in the silence of her world. She would listen. She would listen well.

“I'm glad I've got your attention.” Oh yes, it did have her attention. She wasn't going to miss anything it said. She wasn't alone right now. The warm fleshy pony had a voice, and behind that a mind.

“I have a proposition for you, Cadence. A very easy one. I've become bored with our activities, and I was thinking of livening them up. What I'm proposing is that I'll take off your mask and allow you to speak for a while. How does that sound?”

Cadence couldn't speak, but she tried anyways. Her, “That sounds delightful, Miss Warm Body.” came out as a garbled, “mp hmhp hmpm hph mph.” She hoped her excitement at least bled through.

The other pony chuckled. “I see. But there is a catch. First, you aren't going to scream, not unless I make you. I don't like unnecessary loud noises, and there is no one down here to hear you anyways. Understand?”

“Mmph.” Yes.

“Good. Second, I'm still going to use you like I normally do. Before we take time to speak, I'm going to wrap my legs around your head, and you're going to lick my pussy inside and out while I clean out your insides and make you sing. I don't expect you to be good, I just expect you to try.”

Cadence wanted to say no. This would be different than how she was usually used. This would be reciprocating. It really didn't matter what she wanted, what she needed was more important. “Mmph.” Yes.

“Good girl. Lastly, I'm going to kiss you before we begin our little game. I want to taste you inside...” There was a pause, and then the pony added, almost as an afterthought, “While you're awake.”

Cadence couldn't say no. Not now. “Mmph.” Yes.

Instead of answering verbally, the pony began to drag a long sticky thing across her face. It was the tongue. She had guessed that the tongue was part of this pony, but to feel that obscene thing on her cheek was unnerving. The things it had done to her... She shuddered as it massaged her face, rubbing the strange sticky mask slowly off her mouth.

As the mask melted, more and more freedom was allowed to her lips. She finally forced them open, ripping the mask and allowing her to breath through her mouth. It was ecstasy after all that time of keeping her mouth forcefully closed. She worked her jaw and tongue, stretching her cheeks and lips at the same time. A melodious giggle escaped the other pony, but Cadence didn't care.

Cadence flattened her tongue and stuck it out, giving it the exercises it had been denied for so long. Her revelry was interrupted when something clamped firmly around her exposed tongue. She immediately retracted it, sliding it through the others smooth lips and tasting their skin. Cadence tasted the thick spittle from the other pony, and tightly closed her mouth. She was surprised at how fast and forward it was. She had forgotten that this pony had no social restrictions, it wanted to use her body and it had done so already without hesitation or consideration.

“Cadence...” It's voice was low and dangerous. “You don't want to tell me no.” Cadence felt two hooves hold her head in place, positioning it where the other pony wanted it to be. “Not now.” Cadence felt two lips press against her tightly closed mouth.

She had agreed to this. The pony had made her agree to this and more, and this was just the little thing. She had to acquiesce. Cadence deliberately opened her mouth, her lips still tight and taught as she was fighting her own reaction. The other pony met her opening mouth with it's own, it's lips were soft and gentle as it molded to her form. A hot breath filled her mouth and visited her lungs, helping to warm her freezing body.

Cadence felt warm tears trickle from her eyes. She closed them in the darkness, and pretended. This pony was kind and gentle. It was caring. It had saved her from the cold and solitude. It was her angel. Her tongue met the pony's, and they touched. She carefully caressed her angel, stroking and playing with it. It was the first time in a while she had the opportunity to touch something under her own power, and she wanted it to be nice. In turn, her angel was kind and caring. It carefully explored her mouth, and filled her with a soft warmth. Cadence slid her tongue into the other ponies mouth again, this time being careful to experience it the best she could.

The pony's mouth was wet, filled with a thick coating of saliva that tasted vaguely familiar. That was the taste she would wake up after she fell asleep under her angels warmth. So that's what she had meant about tasting Cadence while she was awake. The kiss didn't feel sexual, it felt sensual. Cadence was exploring and feeling things that her sensation starved body had been denied, and it felt good. The other pony felt warm and comfortable inside her, and she felt safe in its mouth.

Cadence began to relax into the kiss, melting into the pony's mouth. There was a hot pulse from the pony's tongue, and Cadence was pulled from her brief fantasy as the tongue began to change. This wasn't the tongue of an angel, gentle and caring. It started to grow and twist in her mouth, the warmth turning into a burning heat as it filled her. Cadence was reminded of what that tongue had done to her. Of the countless hours she had spent writhing in glorious madness from its touch.

Shakily, her wings began to extend on the floor as she felt a fire start to burn within her. The sensual comforting feeling was slowly being replaced as her mind and body responded to the twisting unnatural organ in her mouth. She wanted to feel it inside her. She wanted for it to make her scream and moan. The tongue began to passionately stroke her, and she responded in kind. Cadence tested its strength, and found that the alien tongue could command her own.

The strange tongue drew out of her mouth as she puckered her lips around it and chased it with her own. Cadence was left panting with her tongue hanging out as the pony whispered into her ear. “That was beautiful.” There was an electric tingle as the pony gently bit Cadence's tongue and gave it a light suckle before speaking again. “Let's work together.” Cadence shuddered at the hot breath and the low voice.

The pony slowly stood up over her and began to work its way down her body, teasing and licking with it's tongue as it went. It would find a soft bit of flesh and give her a sensual nibble as it went, making Cadence gasp in pleasure. She felt herself opening up, her lower lips swelling and widening in anticipation. Through a hazy mind, she wondered if she had gone crazy yet. The pony repositioned its body as the tongue neared her lower thighs, nibbling and suckling slowly towards it's goal. And then, Cadence felt a weight and warmth across her body as the pony settled on her, never distracting that tongue from its task.

A musk filled her senses as strong upper legs relaxed around her head. The lewd sound of licking and sucking was muted as the hot thighs pressed against her ears. All she could hear was her own heartbeat, all see could see was darkness, and all she felt was warmth. Wonderful, sweet, tingling warmth. Cadence pressed her muzzle forward, and began to probe the wet expanse with her tongue.

The pony was mimicking Cadence with alarming accuracy, every touch, every gentle probe that Cadence gave was returned exactly the same. She felt herself stumble across that nub of flesh and gasped at the sensation. Cadence gently licked inside the outer petals of the flower, tasting and stretching them as the pony did the same to her. Cadence felt herself building up, slowly doing what felt good to the pony's now leaking pussy.

She licked and sucked, coaxing herself higher and higher until she reached her moment. Cadence moaned into the pony in ecstasy as her first gentle orgasm came, the pony continued it's careful massage even though she had stopped. As she came down, she felt her wings press tightly against the floor and she forced herself open wider. She knew the next step in this dance.

And so did the pony. Cadence roughly shoved her tongue as deeply as it would go, attempting to mimic what the pony was doing to her. As it split her wide open and filled her body, she licked the insides of her partner, tasting the inner flesh. She just wasn't physically able to do what the other pony began to do to her. No pony should be.

The pony's tongue swelled up and filled her, stretching Cadence as it twisted and contorted to position itself. She felt it continue the dance as it pressed up against her insides and aligned itself. She knew what it was preparing for. That hot monstrous tongue was going to drive her crazy, going to force her to scream and writhe into this other pony's backside. And she wanted it to. The first rough thrust caught her by surprise, it always did.

She buried her face in the other pony, and began greedily licking and sucking. The foreplay was over, it was time to buck. She had learned long ago that she couldn't fight it, she couldn't resist. But she still pushed back against the rising tide, forcing it back down in her body. There was a different reason for her resistance, for the stoic defense of her sanity before the flood came. The longer and more efficiently she held it off, the deeper the flood.

Cadence felt the pony overpowering her as the quivering flesh around her muzzle began to convulse. The added sensations of being with somepony else instead of lying alone on the cold floor as she was bucked were exhilarating. She felt her defense crumble as the tongue ravished her. The pony made her scream.

She absentmindedly felt the pony that had been Cadence succumb, mindlessly moaning and grunting into the dripping wet pussy her face was buried in. The euphoric pleasure wracked her body as her wings tried to desperately fly into the ground, flapping wildly and fruitlessly as the other pony kept up it's unstoppable pace. A brutal ecstatic convulsion signaled her first squirt, the warm sinful fluid coating her flexing asshole as it oozed down her valley and began to pool on the floor.

Cadence screamed again, her mind completely absent as another erotic convulsion twisted her body. The insanity had claimed her completely, her world consisted of wild squirts and moaning rapturous seizures. She had her carnal desires completely satisfied, the other pony sating every raunchy wish her corrupted mind could fathom over and over again. Eventually, her well ran dry and the painful ecstatic convulsions were not followed by squirts, but they still came. And so did she.

Cadence lay on her back, exhausted and gasping for air around the warm pony buttocks nestled in front of her. She felt the obscene tongue leave her empty and gaping as the pony pulled it out of her with a lewd slurp. The cold air rushed in, cooling her burning body as her lower lips hung open wide in a vile mockery of her gasping mouth. She didn't have the energy to think about her deformed genitalia, or how the pony was peeling off her body as though they had been glued together by some vulgar adhesive. All she could focus on was oxygen, breathing that sweet necessary air and attempting to cool the fire burning her inside.

Usually she was tired, this time she feared she was close to death. She didn't flinch, quiver or shake as the tongue began to swirl around her thighs, drinking the sticky drying fluid. Cadence wanted to scream, to cry and wail over what she had done. Instead she just kept up her deep breaths. She had no more tears, no more energy to scream. The pony repositioned itself and lay on top of her once more, breathing into her face. She felt its fur stick to hers, once again glued together by their drying fluids.

“Wasn't that fun? I had fun.”

Cadence didn't say anything, she just lay there and let the pony talk. She was still catching her breath.

“All this just so you could have the opportunity to talk for a while, and you don't even take it? How odd. Maybe I should go.”

Cadence tried to speak so the pony didn't leave her. She didn't want to be alone. “Tired... need air...”

“I see. I'll just answer some of the obvious questions while you catch up then. I always forget how fragile ponies are.” there was a pause, and then the pony spoke in a more sinister voice. “Even alicorns.”

Cadence felt a twinge of fear from that voice. It sounded... cruel.

“For starters, no one has come looking for you yet because I've replaced you. I'm Cadence now, and you... normally would be dead.” Cadence's fear grew.

“But I've found you to be entertaining. Your responses are quite amusing. I've never been with a pony who could simply keep going like that. And I've been with a lot of ponies. Once you start flowing, you're like a river. Do you have any idea how long our last session was?” The pony sounded oddly exuberant about this.

Cadence was able to manage a weak one word answer. “No...”

The voice sounded gleeful. “We played for about 2 hours. You were cumming practically the whole time.” Cadence felt her stretched flesh and the burning fire in her broken body. It's true she'd had no sense of time once she lost her mind, but that sounded impossible. “I've been pushing you further and further every time.” Cadence shuddered.

“The first time, I just planned on having a little fun, and then letting the cold claim you. You were a virgin, and still managed to get me wet and messy. I had enjoyed the experience, so I came back later, just to have a little more fun. This time, you lasted nearly twenty minutes. I thought it was odd. Not unheard of entirely, but definitely something special. So I watched as you slowly succumbed to the cold, and decided to keep you around for a while. That's when I started taking care of you.” Cadence knew her angel was a monster, but hearing it from it's mouth almost physically hurt.

“I wasn't sure what I was going to do with you, so I kept you in the dark, literally and vocally. I silently came down here and pushed you further and further every time. And every time you went further than I expected. Further than I'd hoped. You're dangerous, you're an alicorn. I should kill you.” The pony leaned down to speak quietly into Cadences ear. “But you're so much fun.”

Cadence wanted to shudder when the pony began to lick her ear, nibbling and playing with it. But her body didn't react that way. It just stayed relaxed and let the warm wet feeling cover her. It didn't make her skin crawl, or make her feel disgusted. She wanted to cry about her lack of disgust. But she had been learning that in this dark hell, she didn't always get what she wanted.

The pony continued licking her, tasting her flesh and fur as Cadence began to finally catch her breath. She didn't respond as the pony moved to her mouth, pushing her into a kiss. The pony began to make out with her, digging into her mouth and coercing her into compliance. Cadence didn't know what to do. She was only alive because the pony wanted to use her for fun. She was only alive because of some sexual oddity she had never even experienced before.

A panic begin to rise in Cadence as the pony grew heated in its affection, it's tongue began to twist and change. She couldn't go again, she was too tired. Too exhausted and broken. Her whole body hurt and burned, it might not survive another go. She had to stop somehow. Gasping around the warping tongue, Cadence let out a desperate plea. “No...”

The pony pulled out of her mouth, and laughed. “Ah haha... You know. If you had told me 'no' when I made my offer earlier, I would have taken it. I would have quietly left, and never came back. You would have died alone and cold. You should be very careful about telling me 'no', Cadence.”

The pony leaned back down, and rested on her, letting its head fall next to hers. “I'm still deciding if I'm going to kill you or not. The room keeps your magic at bay, and the cold keeps you weak. As long as you stay here, you're safe for me. I'm stronger and have more endurance, your restrained against the floor. As long as these factors stay the same, I have no reason to kill you.” Cadence let out a breath.

“However, the only reason I have to keep you alive is that you are an anomaly. An amusing one. Once your novelty wears out, or I finally find your limits, I might grow bored and leave you to your death anyways.” Cadence didn't like the sound of that.

“So... Maybe we can make a second deal. A little something to keep us together, and you alive. How does that sound?”

“I... don't want to die...” A second deal did not sound like a good thing.

“Well, think on it at least. What I'm considering is for you to help me with something. I have a little problem. I'm usually around my hive, my children, most of the time. My body has urges, you see. Urges that must be met under any circumstances. And being so distant from my family has caused a bit of a build up. I'd rather not waste energy unnecessary, so what I'm proposing is a little deal to benefit both of us.”

“I don't like the sound of that.”

“But Cadence! It's something you are quite familiar with. You see, I need a babysitter.”

Cadence was alone, in the cold again. Her memories were blurry. It was hard for her to think, to remember what happened as she shivered. It had been some kind of nightmare, the soft and pleasant pony had turned into some sort of hard and cruel monster. Cadence tried to forget, and then she tried to remember. The cold was numbing. It had been so long ago.

It had raped her in a new way, an unpleasant and painful way. She had eggs forced into her body, violently pushed into her and snugly pressed in her womb. After, it had sealed her mouth shut, and quietly abandoned her. Had she been left to die, even though she now carried its children in her swollen womb?

She fought the cold as the hallucinations taunted her, calling her name over and over again. Other memories played before her darkened sight, memories of Shining and Twilight. Memories of her mother... She was dying again, wasn't she? Cadence felt the cold take her mind. She was alone, she had to remember. Those ponies playing were not real. She had to stay alive. Her mother was dead.

She focused on the strange weight in her stomach and the odd way her belly stretched. She was still alive, even if she was hurt. A voice called out to her, and she turned to watch Twilight cast her teleportation spell for the first time, her struggles forgotten. Twilight was so sweet for a foal, always helpful and so intelligent. A warm throb distracted her from her hallucination, and she once again found herself alone in a dark and freezing room. What had that been?

Her mad mind played another memory, not even attempting to hide it behind an illusive call. She watched Shining stumble through asking her out. Of course she'd say yes! She always did have a thing for him. A throb distracted her again, pulling her from her dream. She attempted to collect her thoughts in the confusing cold. She couldn't afford to die. She needed to stay focused. To stay awake and aware. Hopefully the monster would come back soon. She shuddered at that thought.

A darker memory consumed her next, one with no sight but plenty of touch. The warm tongue danced across her cold body, progressing towards its inevitable goal of defiling her once again. Cadence felt it caress and prepare her widening hole. She knew what would happen next. A warm throb ran through her, and her body opened for a monster that wasn't there. Cadence quivered as the hallucination coaxed her towards release, the phantom tongue occasionally accompanied by a very real warm sensation spreading from her womb.

As she approached her moment, she woke up from the dream and the tongue abandoned her. A brief confusion followed as she tried to understand her desperate arousal. What had just happened? She was dying, succumbing to the cold when one of her hallucinations had gotten too real. A warm throb distracted her from her thoughts. Oh Celestia no. The feeling was coming from her distended belly.

Her panic was interrupted as another dark dream took her, this time the tongue and mouth played with her nipples, teasing and harassing her. She was slowly brought towards her climax with each gentle tug and every warm throb, only to be denied a moment before. Cadence whimpered in need as another illusion claimed her, and her muzzle was buried in a wet fragrant pony, only to find herself cold and alone once more just before her climax.

Memory after memory haunted Cadence, dragging her dying psyche through every debauched act she had committed over and over again. Each time she was denied her release, and each time she lost a little more focus. Eventually she found herself lying in a pool of her own slick arousal, desperately grinding her hips against a monster that wasn't there. Begging for a release that wouldn't come. As her moments of clarity became shorter and shorter, Cadence found herself wishing that she hadn't accepted that second deal. That she had followed her mother down to the warm park, and the monster had not promised to keep her alive.

Cadence's wishes were slowly forgotten as her conscious mind failed to recover between hallucinations, leaving her crying and pleading for the phantom monster to finish her. No matter how much she begged, the monster wouldn't come.

Chrysalis was quite happy with the way things were turning out. She could feel her unfertilized eggs desperately trying to keep the mare alive, and she knew what the effect of that would be. Cadence had been so easy to manipulate, just like all of these ponies. She gave the sleeping Shining Armor one last kiss, and then left the bed to visit her pet project. She would have plenty of time tonight.

At first, she had been worried about Cadence being an Alicorn. But as she researched the odd mare, Chrysalis had discovered that Cadence's specialty was not very dangerous. If anything, it could only be beneficial to a changeling. And even though Cadence was slightly stronger than your average unicorn, she was definitely no Celestia. Cadence's magic had been sapped the moment she was moved into the crystal room.

Of course she had lied about leaving Cadence to die. Cadence was far too important to just let expire. Chrysalis would need to find somepony for a very particular position once she controlled Canterlot, and she could think of no better candidate right now. Sure, Cadence's skill in magic was fairly pathetic, but she was still more powerful than your average unicorn. And she was an alicorn at that. Chrysalis would have to find a very potent unicorn to even consider replacing Cadence at this point. It would have to have a well of power deeper than the alicorn, and the skill to use it. Chrysalis didn't expect to find something so unique in such a short time, so Cadence would work just fine.

She chuckled at the thought of what she had already done to the alicorn. It was a surprise to find that she was so... unique, but that would never have been a reason for Chrysalis to keep something like her around. She never let pleasure get in the way of business. Unlike Cadence would be doing. Chrysalis laughed again at the mares expense.

There were lots of ways to get what she wanted. Social manipulation, mental manipulation, enchantments, disguises, and of course torture. She hadn't forgotten the torture. There were many kinds of torture as well, physical, mental, sexual... Cadence was experiencing those three right now. Sure, torture wasn't exactly efficient. Not when she had magic at her disposal. But she had more time than magic right now.

Chrysalis wasn't in any rush to finish breaking Cadence, she couldn't do anything with her until after the coup anyways. And using magic to control a pony could be taxing, especially if they have a strong will. That was part of the reason she had to be so careful with Shining Armor. While she could stretch the limits of believable, she couldn't allow him to see through the illusion. Not yet. Balancing two strong willed ponies with enchantments wasn't something she wanted to do just yet. She needed to keep her focus, and that mental taxation would get to her.

Cadence would have to be done the old fashioned way. The fun way. And tonight was an important part in the process. Not the most important part, but definitely a major stepping stone for Cadence. Tonight they would become the best of friends. Chrysalis was going to finally taste her.

Cadence's mind and body had melted. She couldn't tell what was a hallucination, and what was reality anymore. Lying in a puddle of cold sweat and squirming, she cried into the dark, her mask forgotten. She no longer had the focus to analyze her new madness, any coherent thought was immediately replaced by raw wanton desire and empty despair. Her throat was sore from screaming and crying. The phantom memories haunted her, bringing her to the brink of release, and then stealing her hope away in an instant. She rose and was left wanting over and over again as the warm gentle throb gave physical stimulation to the ethereal tongues that tortured her mind and body.

A dull green light grew slowly in the room, and her gaze instinctively locked on to it. Cadence's long forgotten eyes burned from the barely visible light, but her vacant mind was unable to look away as she continued her writhing dance of physical frustration. A pony took shape, scowling at her debauched form underneath the green glow. It was herself.

“Look at you. Wriggling in the dirt and covered in your own slime. Just like a worm.” Cadence's mirror image sneered at her as the scowl turned into a wicked smile. “You're lucky I like getting dirty.” A shard of coherent thought dismissed the speaking clone as true madness, a fantasy fabricated by her twisted mind. A different shard begged silently for it to release her from suffering as she thrust her glistening marehood towards the doppelganger.

The pony lowered it's head to about two feet above Cadences quivering hole, and then stopped and glared at her. “But I think I've already had my fill for the day.” Once again wracked by frustration, Cadence collapsed onto the floor and began to weep. This nightmare would never end. The green glow filled her vision as Cadence's body double stood over her.

Her mouth felt tingly for a moment, and then the mask was violently ripped from her face. The pain was a new sensation, one that distracted her from her madness as she yelped in surprise. The warm pony settled on Cadence, and their eyes met for a moment. Cadence's doppelganger smirked, and positioned their mouths barely an inch apart. “Well? If you want to get bucked, you're going to have to warm me up.”

Cadence wasted no time as she hungrily kissed the pony, feeding it her tongue. Flesh met flesh as she squirmed underneath the weight. Cadence felt her body respond as her stiff breasts were squished and her taught stomach was sensually pressed. She didn't worry about what she should be doing, or if she was betraying Shining. It was so far beyond that now. She thought of nothing but the act, of how she could get the release she needed.

A frantic flap of her wings made her clone smile and pull back from her hungry mouth, still letting Cadence gyrate against her warm body. “Aren't we eager. How about we make another deal then?”

Cadence wasted no time answering with her hoarse voice. “Yes.”

The other pony grew more excited at her abrupt response. “Ha.. How about a game then? I told you I had my fill already. I didn't say of what.” The pony leaned down and bit Cadences ear roughly. In return, Cadence licked voraciously at its stretching neck. It stayed close, allowing her to continue while it spoke. “So here is what we're going to do. You're going to empty me, drinking of what fills me. Once I'm empty, you're going to tell me what I had my fill of. If you can guess, I'll be nice and buck your brains out. If you can't... well. Let's just hope you can.”

The pony then lifted off of Cadence and positioned her plot over Cadence's mouth. Cadence's vision was filled with a multicolored tail and soft pink flesh. She took a deep breath of the pony's backside, the creatures strong scent filling her nose. Carefully, Cadence licked the outside of the pony's lower lips. At first they were dry and sticky with an odd salty flavor. Soon she had made them warm and moist, and the delicate bud began to leak onto her face.

Readjusting her mouth, Cadence clamped her lips over her clone's sex. She began to gently suckle the flesh as she explored the opening cavity with her tongue. A warm, gooey fluid began to flow into her mouth assaulting her taste buds. Cadence froze for just a moment she realized what she was tasting.

It was one part that familiar bitter sweet flavor, the monster in the dark. Her angel and devil's arousal that she had tasted before. She had expected that. What she hadn't expected was the salty thick froth it was mixed with. Cadence tried to pull her head away, only to find that she was trapped between a cold hard floor, and a warm salty memory.

“Recognize it already? Apparently you weren't as lost as I had thought. Don't stop. You still have to finish.” The pony leaned forward and gave Cadence a single long lick, drawing her tongue across the distressed mare's slightly bulging abdomen.

Cadence struggled to fight back the disgust and ignore her aching heart. The warm flow grew from a gentle trickle to a steady stream, and Cadence fought to swallow it as she was reminded of him. Of her Shining Armor. The first time she had tasted this, they had been alone together after little Twilight had fallen asleep. Shining had been timid, and Cadence had been forward, sneaking her head under the blanket and taking his member in her mouth. She began to cry.

She gulped another sticky and salty memory as more recent endeavors came to mind. This had been one of their preferred lovemaking methods as of late. She had always felt so satisfied when Shining had came for her. When his member throbbed and the first warm spurt filled her mouth. It was partially his face, the way his eyes glassed over for a moment and he lost all composure. Just for her. It was her love and his...

“Keep it up, Cadence. I'm sure you've figured it out. No need to tell me.” The pony grunted and forced a heavy flow into Cadence's mouth. “You know, tonight was the first night he finished inside. And probably the last. Did you know how violent he get's when he finishes inside? It almost hurt me. Of course, I played it up. Begged him to never do it again afterwords and berated him for being so brutish. He was so upset with himself.” The pony leaned back, shifting her weight and allowing Cadence another gulp of the foul mix.

Cadence felt her aching heart begin to shatter. Shining's first real time had been with this... thing. Just like hers. It looked like her, sounded like her, and slept with her lover. Cadence was being replaced, her special love with Shining had been marred by this creature. What had once been a beautiful relationship had been mutated and twisted into something ugly.

Cadence was having a hard time swallowing as she fought back her despair. She had never managed to take a full load from Shining before, he always had so much love to give her. She had never complained before, but now it was being forced down her stomach. Cadence was forced to take a breath, filling her lungs with the scent of the other monster's backside. And it wasn't just Shining's misspent love. The frothy mixture had two parts, one part her beloved and one part the monster's bitter sweet nectar.

“After we were done, I made a deal with him. From now on, he'll finish outside of me. Under me as I take him from behind. He doesn't know all the details yet, but tomorrow he will. He was your stallion, but I'm going to make him my little mare. You'll be forgotten. He'll scream and beg me for release as I fill him with myself.” Cadence felt a strong pair of hooves begin to massage her slightly stretched stomach, occasionally slipping to tease her aching nipples.

Her twisted desired began to resurface, calling for release once more as she began to greedily slurp from the creature. Images of Shining on his stomach as her clone rocked back and forth on his supine body entered her mind. Shining was smiling with that half glazed look that was supposed to be just for Cadence. She just wanted to forget. She didn't want to think or remember anything. Cadence fought back her tears and tried to hide her shattered heart under passion as the hooves drifted lower and lower down her stomach.

The creature squirted one last salty and slimy memory into her mouth as it leaned forward and pressed it's snout into her aching nethers. “Just like you will forget him, and scream for me.” Cadence moaned as a tongue roughly invaded her, quickly turning into the obscene instrument that would wreck her. There was no foreplay this time, no gentle caresses and soft touches. Cadence's scream was muffled by the pony's flesh as she was finally given the intimate release she needed so badly.

A glorious eternity spread out before her as she forgot everything but the wonderful sensations of madness. Cadence couldn't remember Shining or understand her own debauchery. She didn't realize her horrible fate or feel disgusted at the twisted monster buried in her thighs. All she could do was feel the hot flesh spreading her wide as she screamed and twitched. Cadence was in ecstasy.

Eventually the tongue left her body, and the creature took it's drooling pussy off of Cadence's snout. Cadence felt strange as she relaxed, feeling her body soak in the afterglow and bliss. Her stomach was thrumming with energy, and a warm surge spread from it and into her limbs. Usually, she was too tired to move or think when the pony was done with her. But now? She could still do both.

“I'm afraid I have to go. I have an engagement soon, and I wouldn't want to be late.” The clone began to dim its light, and a growing darkness began to envelop the room. Cadence panicked as she felt a warm throb shake her body. The darkness would bring back memories, and like this... she would be defenseless again as soon as the other pony left. She couldn't be alone.

“Please stay. Please don't leave me. Not like this. Not alone.” Cadence begged the monster.

The green glow returned, and the creature's face appeared with a victorious grin. “Look at you begging. You're like a low hanging fruit on a tree. I could simply pick you, or pass on by. I've already tasted you before. If I'm going to stay with you over my other engagement, you're going to make it worth my while. No more deals. You simply do as I say.” Cadence's evil twin glared at her with a predatory gaze.

“Of course.” Cadence had no reason or means to deny her. It was far too late for that now.

The doppelganger ran a hoof across Cadence's tight stomach as it seemed to contemplate something. “The fruit is ripe with my children.” It shifted and gave her long slow lick, tasting her soaked sex once more as she spread herself for the familiar tongue. “It's sweet and juicy.” It moved again, lowering its body over hers and searching her face deeply. “And it's ready to fall off the tree.” She shuddered as it leaned into her ear and whispered quietly to her. “Tell me, what should I do with this low hanging fruit?”

Cadence moaned as her clone pressed into her body, bringing their fur together. Cadence breathed into the neck of the burning hot pony as she spoke, nuzzling her head up and down the sweat slicked coat. “You should pick it.” Her hooves slipped free from whatever had been binding them as a magical glow burned green from the pony's horn.

Cadence smiled blissfully as she wrapped herself around the other pony, pulling it into a tight hug. She could move again, and she knew why. The pony wanted her to help, to play with it, and she was going to. Resisting didn't matter any more. The only thing that mattered was every second she could avoid the maddening cold and lonely torture. And the more she played, the less she would be tortured.

“Now that I've plucked my fruit, how should I eat it?” The pony's voice was harsh, but the tone was playful. It massaged her roughly in the spot between her wings, stretching the sore muscle that had been forced against the floor for so long. Cadence's mouth was already open in ecstasy, so instead of answering the pony with words, she pulled it into a kiss.

Cadence began to suck on the petite tongue, feeling it engorge in her mouth. She ground her body against the pony, teasing the pony's strange tongue with her own. No. The monster's strange tongue. The monster that she was embracing with her whole body. Cadence slowly accepted what she wanted. She wanted to feel the monster that had held her down and impregnated her with it's children. She wanted to have it's alien tongue inside her, stirring her passions as it had been minutes before. She wanted to scream and writhe as it claimed her over and over again.

She ended the kiss abruptly breathing hard on her clones wickedly grinning face. She felt something soft and fleshy parting her loose pussy. It was hot and throbbing, and Cadence recognized the general shape. She moaned as the cock thrust into her roughly, invading deep into her salacious body. She savored it inside her as both bodies stilled for a moment. Cadence closed her eyes and told the pony what she wanted. “Eat it all the way to the core and then... ah... suck on the pit until there is nothing left.”

The pony forced Cadence to look her in the face, and as she spoke her eyes took on a green hue. “You know I'm a monster, Cadence. I'm a changeling. We feed off your love. I've been feeding off of your lover by taking your place.” The changeling smiled a predatory grin and pulled Cadence to her chest in a tight embrace. “Now I'm going to feed on you.”

Cadence listened to the creature's heartbeat for a moment, trying to muddle through her own hazy thoughts. She knew of love. She knew of lovemaking. Love was her special talent after all. And at that moment, clinging desperately to the changeling in the dim crystal room, Cadence knew that it was going to feed off of her. And that it wouldn't be the first time it had done so.

Her comforts were many as she began to thrust in time with the monster, experiencing a pony's dick inside her body for the first time. The changeling was warm and soft. The changeling would make her feel good, make her forget everything that pained her. She would be spared the madness that haunted her for as long as the changeling kept feeding off of her. And most importantly, at least she wouldn't be alone.

Chrysalis was enjoying herself. The pony princess had given in, the last of its mental resistance finally completely crumbled. It wasn't a convert, not yet, but down here in the dark crystal room... She could do whatever she wanted with it. And she did. She enjoyed her prize for the night, taking her time and taking the princess every way she knew how. And Chrysalis knew many ways to take a pony.

Cadence was delectable, a constant stream of carnal lust accompanied by the physical act. Before this night, it was only weak bursts of emotion when she lost herself. She had been far too mentally vacant during the long acts of debauchery to provide any real nourishment. Now that she had accepted her fate, Chrysalis could begin to feed before the passion took Cadence. And when it did, she could hold the link open, drawing off her boiling emotions as love. Not to mention the enjoyment Chrysalis got from tormenting her.

At the moment, Chrysalis was mounting Cadence like they were both normal ponies and taking great amusement from the act. Her dick was a replica of Shining's, with a few minor adjustments. Being Queen of the changelings had some advantages when it came to things like lovemaking. Her flesh was as clay, and she was a master artist.

Cadence had collapsed on her forelegs, but managed to keep her back half in the air. Her face and neck were flush against the floor as Chrysalis gently massaged her from the inside. The only physical contact between the two sweating bodies was Chrysalis's throbbing member buried in Cadence's dripping pussy. Chrysalis stood tall as she rolled her hips, plunging slowly in and out of the heavily breathing pony.

“This is the first time you've had sex like a pony, isn't it?” Chrysalis smiled softly, her eyes cruel as she taunted her sex toy.

“Mhhmm...” Was all that Cadence could muster in response. Tears mixed with sweat on the pony's face as she grit her teeth and shuddered once again. Chrysalis felt her toy's loose walls tighten, and a weak spurt of fluid ran from her quivering flesh.

Chrysalis laughed at Cadence's incoherent and amusing reply. “You just don't stop, do you? We've been at this for hours, and you're still wet for me. Still cumming. Let's finish this with a scream.” She lifted the limp pony off the ground and laid herself down on her back. Cadence was resting on Chrysalis, her back nestled in the changeling's chest and her head hanging limply off to the side. They were still joined by sex, a thick stream of green fluid leaking from Cadence and oozing down the short unexposed part of Chrysalis's erect cock.

Chrysalis made sure to position them so a clear reflection of their joined sex was visible in a giant crystal. She casually cast a spell to have the reflection of that crystal display on every smooth surface in the room. Every wall, every crystalline surface showed the lewd slurping lips easily taking Chrysalis's obscene organ. Chrysalis grinned evilly and eased her motion to a still, letting Cadence catch her breath and her mind.

Cadence's engorged pussy gulped wantonly around the pulsing stoic cock, magnified and multiplied across the room to Chrysalis's delight. She wanted Cadence coherent for this, so she whispered into Cadence's ear. “Sextoy? I need you to focus.” Chrysalis casually stroked her hoof across Cadence's swollen and heaving stomach as she waited.

The image shown in the crystals was glorious. Cadence was exhausted but still squirming, laying across Chrysalis's body and displaying her distended heaving stomach and ravaged pussy. Her crotch and stomach had a green stain that ran halfway up her abdomen, partially dried remnants of Chrysalis's fluids mixed with Cadence. The stain continued down her backside, a particularly messy spot was around her gaping tail hole where Chrysalis had raped her earlier. Even her tail had some of the incriminating green goo mixed in with it.

Chrysalis nibbled on Cadence's ear, waiting for her to come around. Eventually, the pony stopped quivering, and relaxed. “Almost done Cadence?”

Cadence's breath was ragged, but she still answered. “More...”

“My my. No remorse at all anymore. I'll give you more...” Her voice was low and seductive, promising Cadence much while still deriding her. Chrysalis was going to use Cadence to break herself. Ponies could be so fragile. “But you have to do something for me. You have to watch. And you have to scream. Give me everything you have left, scream the name of your princess. Your little local goddess. Call her a whore for me. When you do...” Chrysalis carefully pulled her massive member out, causing Cadence to squirm as it left her gaping and leaking. “I'll put my cock back in.”

Cadence glanced down between over her bulging stomach and between her legs to look at the rigid pole as it swayed left and right, slowly oozing more green slime out the tip. Her gaze drifted slowly around the room as she looked at all the images of her wide open vagina. It was messily oozing green from the wide open cavity as the throbbing dick occasionally flexed against it. Chrysalis saw Cadence close her eyes and whimper. “Celestia is a whore.”

Chrysalis smiled, and licked the inside of Cadence's ear. “Almost. You have to open your eyes and watch. And you have to scream.” Chrysalis then positioned her flexible member at the entrance to Cadence's cavern and gently stroked the surface of her quivering mound in preparation.

“Celestia is a whore.” Cadence had opened her eyes, they were focused on the obscene image shown on the crystal surface.

“That was better, but far from a scream. I said to give me everything.”

Cadence blinked away some growing tears. And then she screamed. “Celestia is a whore!”

Chrysalis thrust inside Cadence, filling her and causing her to gasp. Cadence began to gyrate her hips slowly in response, forcing the stiff member to press firmly on that hard to scratch spot inside. All the while, Cadence kept her eyes locked on the grotesque show in the crystal caverns. “Say it again, and I'll help.”

“Celestia is a whore!” Cadence didn't pause this time, shouting at the top of her lungs. Chrysalis abandoned the form of Shining Armor's dick, and with a flash of green her member turned into a wriggling black mass that began to squirm and thrust, churning Cadence's insides.

“Say it again, you pathetic worm. Condemn your princess.”

“Celestia is a whore!” Chrysalis began assaulting her clitoris as well, forcefully rocking Cadence's body through the air as she thrust.

“Condemn her!” Chrysalis's calm smile finally faltered as pleasure began to show. The love was tainted with despair. She liked her food a little spicy some times, and after playing with Cadence's body for so long it was exquisite playing with her mind.

“Damn Celestia! She's a whore! Damn Her! Celestia is a bucking whore!” Cadence's voice was tearing as screamed and her ears were pinned back. Chrysalis felt Cadence reach her peak as she blasphemed Celestia's name. Chrysalis let herself go as well, filling Cadence with pulse after pulse of thick sludge.

Chrysalis bit Cadence's neck, finally sinking her teeth into the pony she had been feeding off of all night. She groaned in delight as Cadence's cursing turned into incomprehensible howling while her muscles gave out and her body went limp. Chrysalis continued to buck the burning mare, her fleshy organ bathing her children in hot slime, and her teeth biting deep.

Pulling her twisted dick out of the tortured sex organ, she relaxed. Chrysalis laid her head back and watched the desecrated mare from a crystal image. Cadence was mostly still, but every so often a random muscle in her body would tighten hard, causing her to twitch suddenly. Chrysalis smiled as she ran her hooves down Cadence's battered body, feeling her quivering flesh.

Cadence was wrecked. Her breaths were shaking, and occasionally she would squeak as a chest muscle violently convulsed. She had her eyes open and unfocused. Her tongue hung limply out, occasionally tightly curling and then relaxing. Her gaping pussy was oozing huge amounts of Chrysalis's juices, and would squirt out like a fountain when her lower body had a spasm. The bite had turned bright red and was beginning to swell.

Chrysalis mused over the final delicious moments of their love making. Cadence was such a pathetic example of a pony, and she was supposed to be one of their princesses? Ha! The creature was a slave to her flesh, unable to overcome her base desires even when she knew she was feeding her enemy. Ponies didn't deserve the kingdom they had. Ponies were only food for changelings to thrive off of. And that's exactly how they would be treated once she ruled them. As livestock. As toys for her and her children. But there was value in being a food source and a plaything, and this pony was valuable in both of those regards. Even if she was a pathetic excuse for a ruler.

Cementing Cadences hooves to the ground, Chrysalis positioned her so she was leaning against a crystal wall in a sitting position. Chrysalis needed to feed and prepare her toy, it would be a while before she could return to play with it. The wedding was only a few days away now, and there were so many preparations to be done.

The burning mare was in no danger from the cold, not yet at least, and her unborn children would keep it alive for long enough. Of course, Cadence would be desperate for warmth and affection. Chrysalis couldn't help but grin as she thought of their next encounter. She had been playing with Shining Armor as well, but he could only last a few minutes, perhaps half an hour, before he was too exhausted to continue. He only left her frustrated and wanting, if well fed. But Cadence... Chrysalis felt deeply satisfied after this last session.

Bringing their bodies close, Chrysalis pressed her flesh against the catatonic mare and forced herself into a kiss. It was time to feed her toy.

Cadence woke up alone and in a new position. She was leaning against the crystal wall, her forelegs cemented down at her sides to help support her and her hind legs cemented out in front of her. Her legs were positioned with one laying flat on the floor, and one bent up at an angle. Cadence should have felt lewd about this position, all of her bits were displayed prominently. No doubt that's why she was placed like this.

Instead of shame, she felt... sad. Heartbroken in a way. A warm erotic pulse reminded her that her body wasn't hers anymore. It belonged to that changeling, just like the rest of her life. Shining belonged to the changeling, and soon they would be married. And Cadence would be forgotten. She began to cry as her memories from the last night returned. She had said so many things about her aunt.

The night was blurry, but that memory was clear. It was burned into her as if it was important somehow. She had been laying on the changeling, watching herself get violated through the magic crystals. And she had begged for it, and screamed. Cadence shuddered at the memory of her face, locked in ecstasy as she called Celestia a whore. Celestia was no whore, Cadence was.

She knew she would have done anything in that moment, she would have said anything just to feel that monsters flesh inside her for a little longer. She was a traitor to ponies everywhere. And she couldn't even bring herself to feel shame over it, simply a lingering sadness at her fate. She didn't like what she was becoming, but she had no way of fighting.

Shining was her lingering hope. If he could somehow see through the disguise, he could free her. Their love was strong, he would fight through anything to get to her once he knew she was missing. Cadence had to focus on him, she had to remember him. She silently promised to not forget her beloved, and focused her thoughts on him. His smile, his proud form. And his firm touch. A warm throb spread through her body, and his gentle touch was replaced by the changelings craven molestation. Cadence began to sob.

It had been a few sessions since the first one where she was free. Each one just as debauched as the first. The changeling took some sort of perverse pleasure in Cadence bad mouthing ponies, so the sessions usually started with a slow deep dicking while Cadence desperately writhed against the changeling and whispered obscenities about herself, Celestia, and ponies in general into the changeling's ear. The changeling said she was training Cadence for something, and would reward her for new and creative curses. Cadence had been learning that the changeling enjoyed anything that belittled her, so her curses had become more self centered after every lesson. After all, when the changeling was made happy, Cadence was made satisfied.

This last one had been different. The changeling had merely kissed her and told her that today was the day. It was going to get married to her fiance. After the deep kiss, it had freed her from her bindings, and had told her to be ready. Then it had left her alone again. Cadence was frustrated. Her aching desires had not been satisfied, only subdued by the creatures brief presence. What was she supposed to be ready for?

She knew the changeling was her enemy. It was an enemy of ponies everywhere, and a mockery of love itself. She hadn't been able to fight it before, it had trapped and controlled her. Now she was free, and had to stop it's plans somehow. It was all she could hope for redemption. If she could at least stop this monster from doing this to other ponies, then maybe she would be able to forgive herself for her own treachery.

Cadence grasped onto her hopes. She was free and alone, this was her first opportunity. She had to save Shining. He was the only pony that could save her. She needed to remember him. To love him with all of her shattered heart. The sound of yelling distracted her, and she noticed flashes of purple through the crystal wall. What was happening? Cadence stepped forward to look, only for the wall to violently explode.

The powdered crystal cleared, and she froze as she saw the last thing she expected to see down here. Twilight Sparkle was staring at her, her horn glowing aggressively and her body in a combat stance. And she was pissed.

Today was a good day. A really good day. Chrysalis was ecstatic. Her wings buzzed nervously as she looked out the window to her new kingdom. After just besting the most powerful figure in equestrian history her heart was racing. Years of planning, months in an undercover operation and it all came to fruition. Now she had everything she could ever want. A safe future for her kind. Food for her brood. Toys to play with and entertain her. Those pathetic ponies had fled once they saw their princess fallen and wounded. Now they were her ponies.

And now the mind of the Princess was hers to devour. Chrysalis turned from her window to watch a some of her lovely children wrap the Princess up in her new cocoon. This pod would allow the Queen complete access to the thoughts of the ancient goddess she had subdued. Think of the wonders that creature held in her mind! Thousands of years of information, all the secrets of Equestria, and they were all going to belong to Chrysalis, Queen of the Changelings!

The future she had secured for her kind was unprecedented. Perhaps she herself would now taste immortality with the secrets of the Goddess? That would be fitting. As the conqueror of this land she should have all of it's riches, even the Sun itself. Her brood would never need another queen, and she would rule for eternity. Yes. That would be worth it.

First though, she should do something about that purple pony. Twilight was it? That little runt had nearly foiled her plan. To think she had nearly been exposed by the horrible little creature was downright embarrassing. And the depth of her magic had easily overcome the crystal caverns. How odd. Now that Chrysalis was Queen of the ponies, as well as her brood of changelings, that little mare would suffer for her transgressions. Some sort of punishment maybe. A violent one.

Perhaps the Princess knew some secret of the little thing. They seemed close indeed for a monarch and a subject. The way Twilight held Celestia in her hooves as she lay broken on the floor. Come to think of it, the other ponies would barely look at their fallen monarch. Curiously, she dug into the mind of the princess looking not for ancient secrets, but more modern ones. Celestia groaned and Chrysalis grinned widely. Oh. Oh! This was going to be fun. Oh so fun.

Now she had to prepare. Her children would bring those silly mares back to her soon, and if she understood the Princess's thoughts correctly those pitiful ponies could actually be dangerous. It seemed they had bested Discord and Nightmare Moon. That was dangerous. You don't let something like that wander around as your enemy. Oh no. You make it your friend. Or you break it.

And it seemed as though the purple one was the linchpin in that little group. Chrysalis loved it when her plans came together like this. And from what she was gleaning from Celestia, It seemed that she had found a more suitable replacement than that sex toy she'd been slowly breaking. Twilight Sparkle would do nicely. It was always pleasant to mix work and play. Of course now that she didn't need Cadence, she needed to do be placed somewhere. She wouldn't be safe to keep around her children as long as she could do magic. Even a pathetic alicorn was still an alicorn.

Perhaps she could simply render her powerless? She had never managed to permanently steal a unicorns mind with enchantments. Of course, she had never had the time or energy to experiment. Maybe a more efficient means was available. Some way to render her powerless, but leave her delicious mind intact. She was harmless in the throes of passion, and even her resistance here had been pathetic. She had shown up, given some pointless speech, and then cowed as Chrysalis defeated her goddess. She wouldn't need to be enchanted. Merely broken more.

Chrysalis smiled as she used her new cocoon to tap into one of her many new toys. The princess's enslaved mind. That would work. It was something new. Something seemingly obvious that she had never known before.

Cadence was terrified. Aunt Celestia was trapped in some glowing cocoon thing, her Shining was under some sort of spell, and Twilight had ran off to "go save Equestria." She looked at the monsters cruel green eyes, and then looked anywhere but as a strong slick black hoof held her face and pointed it up at the creatures own.

Familiar green eyes stared at her from an alien face. She knew this creature. She knew it well.

Cadence gazed into it's eyes, trying to discern it's plans, only to see something more terrifying than before. The Queen was smiling. Widely. Her eyes were positively glowing. And magically glowing. As though she just had the best idea.

Cadence quickly dropped her eyes again. She didn't want to see the Queen's face anymore. She didn't want to know her new twisted fate. Tears streamed down her face as she remembered all the times she had succumbed to it in the crystal caverns. All the times she had screamed for its enjoyment, and begged it to defile her. She could have been a better pony, she could have been stronger. Instead, she was a failure. A traitor.

Cadence relaxed and closed her eyes as a warm mouth silently covered her horn. It slid down slowly, coating her in saliva and causing her to gasp. Cadence briefly considered blasting it with magic. One uncontrolled burst, shot from the tip of her horn into it's mouth. She could end it's life and save Equestria. Cadence began to gather her power, channeling it into her leylines.

Suddenly, a hoof pressed into her back, right between her wings in her tight flight muscle. Cadence opened her eyes and gasped as her wings reflexively spread and a warm throb ran through her body. The Queen pulled back and smiled seductively at her.

“Now Cadence. Remember your training? Remember your lessons? Recite them. Now. And I'll... reward you. If you don't, I'm going to put you back in the caverns. And leave you there to die, cold and alone. After all, you broke our first agreement.”

Cadence glanced at Celestia, watching her from the cocoon. She didn't want to do this. She didn't want to betray her aunt. She didn't want to betray Equestria. A hot pulse ran from her womb, the eggs nestled in her body reminded her of what she was. She was no longer the pampered princess she had been months ago. Her life was no longer about wants. She had learned that it was about needs. And she couldn't go back to the cold dark caverns. Never again. She couldn't ever be alone like that again. Guiltily, she brought her eyes to the Queen's. And spoke, reciting her most recent lesson from the changeling Queen. What ponies were.

“Celestia is a whore. She is a damnable harlot unfit to rule her pony worms. Celestia is a slave to her flesh, like all useless ponies. Ponies are only fit to be fed upon, and their Goddess deserves no better.” Cadence couldn't keep from crying as the Queen's tongue stroke her horn.

Her voice was pained as she recited the rest of her unholy lesson. “I am also a useless pony. A slave to my flesh, which belongs to you. I live for your pleasure, and I will die for it as well.”

Cadence's body responded to the tongue of her Queen as she betrayed Equestria in words and actions, her wings spread to full glory and her tail raised high. She thought about her gaping pussy on display for the changeling horde and Celestia's gaze. It's lips were swollen, and she could feel the cool air deep inside her. Everypony could see how much of a slut she was. Shining Armor would probably have been getting a view as well, if he wasn't mindlessly staring at the wall.

She realized there was no going back now, she had gone too far and there was nothing left for her except what the Queen allowed. Cadence closed her eyes and pretended she was in the dark again, that it was just her and the monster. She felt the swirl of magic and emotions drawn up her horn, draining her of reason as a hot tide began to rise.

The magic burned as it collected in her horn, causing every lick and suckle from the Queen to be magnified. Cadence whimpered and moaned as it felt like Chrysalis was draining her through a straw, leaving nothing left for Cadence. She felt her own heartbeat, each dizzying pulse of life caused her to shudder.

Cadence smiled as she forgot where she was and what was happening. All that mattered was the pleasure and the coming storm. She was familiar with the sensation, the pony had been there many times before. It was like greeting an old friend now, one at the end of a well worn path. Cadence began to cry out in anticipation.

Her soft purple eyes opened and she gazed longingly at the Queen's chest as the tide rose too high and she began to drown. Cadences tongue hung out her open mouth as wordless moans eased across her lips. She gasped for air, breathing in her Queen's scent with wild abandon as the first lewd squirt sprayed from between her legs, soaking her prismatic tail and staining the floor.

The hot well of burning magic trapped in her horn began to leak, oozing pure magic into the Queens mouth. Cadence felt herself truly empty as her power dripped from the Queens mouth and splattered over her own face. The liquid came in spurts, leaking messily from the Queens frantic lips and dripping across Cadence's own open mouth. She tasted her own wasted essence, her wanton lust felt euphoric.

Cadence was simply a bundle of squeezing flesh and nerves as she was drained. Each crazy spurt was a release, an outlet for a constantly building pressure that threatened to destroy her. Every time she lost a little of her mind, the rough sensation of being emptied consumed her. It was wonderful, and as she felt her well of magic run dry, she wished she had more to lose.

The final bit wasn't a squirt, but a suck, as Chrysalis forcefully drained the last of her magic. It hurt as she felt it ripped from her body, but the tired leylines in her horn screamed in ecstasy as that potent drop was pulled out of her. Cadence leaned forward deeper into the Queen's mouth and gave her chest a sensual lick as she was left truly empty. She relaxed her body and rested against her Queen, having nothing left to give.

A sidelong glance at Celestia caught the mare turning her head away in shame. Celestia had watched that. So what? It didn't matter anymore. So what if Celestia was disgusted by her actions? They both belonged to the changeling Queen now. Cadence nuzzled herself into the Queen, not wanting to see her aunt. Cadence smiled as she realized that Celestia would know what it was like soon enough.

Queen Chrysalis was enjoying herself. This pathetic creature was delicious. Pure unadulterated love streamed from the broken mare, filling her senses. Cadence was hers now, mind and body. Still, she had planned on punishing her for disobedience. And Chrysalis had gone through the trouble of draining her.

She firmed her strong lips around Cadence's horn, and allowed the last dribble of Cadence's magic to flow down her throat. Chrysalis was going to make some changes to her new toy. To Cadence's credit, she didn't beg to stop as the teeth clenched tightly around base of her horn. Instead, she begged for something else, and shoved her horn deeper into Chrysalis's mouth.

“Please... Don't ever leave me alone again. I'll do anything.”

Her voice quickly turned to screaming as the teeth penetrated her hard alicorn horn. Magic fizzed and sparked as pain shot through her body, causing Cadence to convulse in agony. A vein burst open and blood began to stream down her face. There was a sickening crunch, and she began to vomit, unable to hold it in, and unable to care. Blood and tears rained from her as there was a crunching noise and the last of her horn was ripped from her forehead.

Chrysalis finished tearing the horn out of the pathetic creature, still holding her up so she would not fall in her own vile juices. Levitating the horn out of her mouth, she looked at it. It didn't look incredibly dangerous now that it was removed. Sure, it was a bit bloody. Maybe she would start a collection. She glanced at the now terrified Solar Princess, hanging in her green cocoon and winked.

Cadence looked empty, her eyes were vacant and blood dripped down her face mixing with the vomit that leaked from her mouth. There was a red gash where her horn had been. She was a mess. Certainly not currently fit for occupying a Queen. Still, she would be of use.

“Children. Come over here and clean my new pet up. She needs a little attention. You can play with her afterwords, of course.” Her drones would have fun with Cadence for a while. It was a fitting reward for their patience.

A group of changelings swarmed forward, and pulled Cadence to the side of the room. Chrysalis watched as they began to lick her, cleaning up her gore and slime. Cadence had begged to never be left alone. Chrysalis could grant that wish. She smiled as she saw the drones mount Cadence, one climbing on her back and one clinging to her underside, penetrating both holes at once. Another climbed over her head and filled her mouth with it's member.

Slowly, Cadence's eyes filled with life as she began to react to their thrusting. Cadence looked focused on her task, bucking wildly into the changelings as they took her. The others climbed on as well, and Cadence was buried under a mass of writhing changelings. Chrysalis drew her attention away. It would be a while before they were done, there were enough changelings to keep Cadence occupied until she was finished, and Chrysalis knew full well it would be a long time before she was finished.

Chrysalis had other things to worry about. Like those six ponies who ran off. They would need to be dealt with. Messily. It was time for some more research. Chrysalis dug into Celestia's mind with no care at all, causing her eyes to glow green, and Celestia to scream as her memories were ripped open.

Cadence woke up in the dark. It was warm, and she was surrounded by bodies. She smiled to herself as she nudged one of the bodies, awakening the creature. It woke slowly and crawled over to her, laying on her as it began to kiss her. More bodies rustled, awakened by the movement, and Cadence felt flesh rub up and down her coat as they all greeted her. Warm thick cocks filled her gaping holes as more changelings climbed on her in the dark. She felt tongues caress her body, and the one kissing her was especially attentive to the insides of her mouth.

They began to slowly and gently make love to her, coaxing and teasing her in the darkness. There were no rough frantic movements, that had been earlier when they had first met. When she had been gifted to them. She was already full of their seed, already pregnant with their Queens now fertilized eggs. This was merely affection, they were expressing their love for her, and she was for them.

Slowly, they built her to a crescendo of movement. She felt one finish inside her and slide out as another filled the wet gaping hole. Her body was for them, and they would take care of her. More tongues invaded her widening mouth as she began to moan and scream. Cadence loved her new family and the changelings loved their pet.

Cadence would never be alone again.