Chrysalis stepped back, and Euphoria followed her lead. Nearby, a worker immediately zeroed in on the massive warrior and resumed prepping him for cocooning and long term feeding.

The entire cavern-a former storage area retrofitted into a processing center-was abuzz with activity as Haven processed its unexpected but most welcome new food sources.

Jaded Rose, the head of the prisoner processing center, informed them. Compared to her towering queen and Euphoria’s own impressive height, she was rather diminutive barely coming up to Chrysalis chest despite being only slightly shorter than the average pony mare. She looked up at Chrysalis calmly through a set of reading glasses Chrysalis knew she didn't need.

Her children often picked the oddest little decorations to make them unique, and Chrysalis was never one to forbid it.

Chrysalis offered.

Euphoria thought it out for a moment, hands behind her head and buried in her aqua marine hair. Princess Euphoria said and walked off, waving as she did so.

Chrysalis smiled bemusedly as her youngest and only living royal daughter walked off. She had decades before she had to face any expectations of ruling her own haven and she damn well knew it. Euphoria took all the time in the world to focus on her latest hobby-this time, painting. Euphoria certainly had the talent for the art and her paintings had been put up for display all over Haven, but Chrysalis had to admit Euphoria was getting morbid as of late. She could only imagine what all of this would bring out of Euphoria's increasingly scary imagination this time.

Eh, I was worse at her age.Chrysalis thought. At Euphoria's age Chrysalis' mother died and all seven of her royal sisters decided negotiations for the throne involved death traps and explosions.

Chrysalis followed Jaded Rose through the lines of unconscious Caribou in various states of cocooning until they reached a small side chamber.

The room was barren of any furniture or decorations and was carved out of the bedrock and smoothed out after which the walls were reinforced with black steel-the specific name for chitin organically grown for tunnel support. She couldn't remember what purpose it might have once served. Anymore, it housed a single Caribou heavily bound in chains.

His appearance surprised her. While the vast majority of the caribou they'd captured ranged from young and exceedingly muscular to disgustingly muscular, this one was lanky and thin. He was covered in the most curious of blue tattoos of some in an angular script she didn’t recognize. Erratic webs of lines connected them, all seeming to lead to his forehead. Furthermore, he was on the older side of things, and his once brown fur was graying all over.

Rose explained.

Chrysalis eyes narrowed. "Fascinating. He's more interesting than I thought, considering he's been pretending to be asleep and has been listening the entire time," Chrysalis said aloud.

Rose said with shock, her stoic facade broken as she whirled towards the prisoner her hands and horn aglow, but Chrysalis cut her off with a single gesture.

The caribou stiffened and opened his blue eyes. "Heh. And I thought I had you fooled, Queen Chrysalis, leader of the Changelings and successful challenger of the Sun,” the Caribou said with a slight accent.

Chrysalis laughed. "Flattery? That won't get you anywhere, but thanks for the compliment anyway. I believe you have me at a disadvantage," she said.

"Oh, how rude of me. I am Agnar, senior runemaster of the Third Circle in King Dainn's court."

"Ah, good. Now that introductions are out of the way, let's cut to the chase," Chrysalis said as all pretenses of friendliness left, replaced with a cold glare. "Cooperate and this won't become unpleasant. Why did you invade my home?"

"Invade? Hardly. I was sent to open diplomatic talks with you and your drones on behalf of King Dainn, I would bow, but, well I’m currently bound up in your hospitality,” Agnar said, and shifted.

“ You send a small army into my domain for diplomatic talks? Pardon me, but that is an utter load of shit, especially considering whatever the hell you did to your warriors before marching on my home,” Chrysalis said. The muscle she’d seen on those warriors wasn’t natural. She wasn’t certain on the details, but based on some minor scarring it looked as if the warriors had experienced a sudden massive growth of muscle in a very short period of time, perhaps minutes. If she or her scholarly daughters had a full week in a lab, she was certain they would find the Caribou warriors’ magic had been heavily augmented and strengthened from its natural state.

“Can you blame us? The great and powerful Chrysalis hidden in her formidable kingdom behind her mighty army and with your kind’s...reputation meant it was only sensible to bring some security with me,” Agnar said pleasantly and with a disarming smile.

“Suppose I humor you. What did you wish to “negotiate”?” Chrysalis asked, arms folded.

“Ah, business at last. I’m sure you’re aware of my kind’s arrival and conquest of the royal sisters, yes?” he asked.

Chrysalis nodded and bade him continue. She carefully didn’t show any emotion. The conquest of Canterlot and rapid spread of Caribou forces across Equestria had taken her completely by surprise. Equestria was enveloped in a maelstrom of change at the moment, between remaining members of the female composed royal guard, mass fleeing, and fighting on top of a reconfiguring society. She had chosen to monitor the situation, for now at least rather than take direct action, at least until she had a better idea of what was going on

“Good, good. Well, I’m sure that you’re aware if some of the...issues, that comes with a newly conquered people. His majesty King Dainn has learned of your kind’s unique abilities, and wished to ally with you. He is prepared to offer you a continuous stream of undesirable individuals in exchange for your drone’s services as spies, saboteurs, and special soldiers for duties both in Equestria and in...resistant nations beyond,” Agnar said.

“You want to use my kind to help you conquer the entire region,” Chrysalis stated.

“Obviously. Dainn is of course willing to overlook any...rudeness on your part towards his envoys such as myself, and frankly the loss of life on the expedition, while regrettable, is-”

“You must think I’m stupid, don’t you?” Chrysalis asked.

“Excuse me?” Agnar asked.

“Your kind have shown themselves to be disgusting misogynistic bastards with absolutely no remorse who mutilated, tortured, and raped every single last mare you get your filthy hands on and twisted the minds of Equestria’s stallions to something evil. I would slit my own throat before siding with your kind, and if I did help you, you’d stab me in the back at the first opportunity,” Chrysalis said.

"Ah. I underestimated your intelligence. Plan B it is," Agnar said with a wide grin. Chrysalis felt mildly surprised as as a third glowing eye opened on his forehead and locked gazes with her. For a brief second, Chrysalis' mind exploded with pain as she felt a powerful presence like a thousand vibrating razors shredding at the defenses of her mind before her world was enveloped in white.

Chrysalis blinked. Everything had changed.

Where before she stood in a rather plain room, she found herself in what could only be a sex dungeon. A cursory glance around revealed collars, chains, assorted sex toys,no less than seven different whips, and a rack, among many other sexual implements.

Across from her stood Agnar with a happy smile and a gleam in his eyes. He leered at her her up and down, and it occurred to Chrysalis all of her clothes, from her dark green silk dress to the matching black panties and bra underneath had disappeared.

Chrysalis quirked an eyebrow. "Is this how you come on to all the girls?"

"No, but it is much more fitting for someone of your gender. As a matter of fact..." He snapped his fingers and a massive Caribou runic circle came into being beneath her feet. From the circle, dozens of silver chains shot forth and wrapped around her knees, thighs, waist, arms, neck, and shoulders securely. She briefly struggled but their strength proved overwhelming and they dragged her to her knees.

Several smaller chains manifested and snaked up and wrapped around her body lewdly. Two sets forced her legs to spread open wide thereby exposing herself while another constricted around her generous breasts, causing her to wince at the painful pressure. Uncomfortable metal wing covers manifested around her membranous wings and forced them to her body while a black inhibitor ring snapped onto her jagged horn, immediately cutting off much of her magic.

Chrysalis shuddered. She knew the binding wasn't real, but the meaning and intent behind mental constructs certainly were, and when it came to the mind, that's all that mattered.

"Much better, don't you think?" Agnar asked.

"You know," Chrysalis said, gritting her teeth,"this would be exciting with someone I liked. With you? It pisses me off."

"Your anger is irrelevant, as well as any position or rank above that of new changeling slut," Agnar said with a smug grin. He all but strutted forward and walked around her, his lustful eyes practically burning into Chrysalis' skin as he took in every last curve.

Chrysalis couldn't resist the opportunity for a retort. "Why don't you paint a picture? I'll be sure to put it in with you in your grave."

Chrysalis flinched as she felt a harsh slap on her ass. "You know, it's that attitude that I love. It is going to be so much fun breaking you," Agnar whispered right into her ear before moving back in front of her. "In my youth, I earned the title of Bitch Breaker," Agnar said nostalgically. "Oh what joyous days those were! Black collars with smoldering eyes and delicious defiance at every corner! Alas, those days are long past. For someone of my talents, it's practical torture in Caribou society nowadays. So few rebellious females these days, but I won't have to hold back much longer with what is coming," Agnar said in a conversational tone more fit for the civility of a cafe.

Chrysalis decided to test her chains. Slowly, she started to build up her strength, but she knew something was wrong the instant the chains shifted in response. She cried out as electricity coursed through her body and ignited every nerve up and down her spine while the chains simultaneously tightened more around her form.

"Oh, trying to resist, slut? Well, let me put that delusion to rest. I was born with a psychic gift greater than seen in generations. You may be an exceptional psychic among your kind, but compared to my power? You're more worthless than the dirt beneath my hooves and those chains are staying. The more you struggle and fight them, the tighter they'll become, alongside the lovely bitch zapper I've got built into them. Please, go ahead, keep struggling, I could use a nice symphony before we begin."

For the moment, Chrysalis stopped struggling and shot him a glare. "You do realize you're going to die horribly, right?"

"Ha! That's a good joke if I've ever heard one. I might just keep you sane enough to make them once in a great while. Well, when you're not putting that pretty mouth of yours to better use." Agnar laughed uproariously. During every single intonation of his long laugh, Chrysalis added another horrifying and painful step to her plans for his eventual death. "But seriously, shut up."

Agnar's third eye flashed and Chrysalis screamed as the chains constricted further, the one's around her breast squeezing unbearably tightly to the point of cutting off circulation in while yet more electricity tortured every nerve in her body.

Agnar hummed appreciatively as Chrysalis screamed. "Ah. I missed that sound," he mused. He stepped to her panting form as she recovered and absently pinched her right dark green nipple before he grabbed her by her chin and forced her to look into his blue eyes. His breath washed over her nose, the scent of decaying fish washing over her senses. She barely resisted the urge to throw up.

"You seem to be under the impression your automated drones will save you, but that's where you're wrong. This space, this world in the mind-scape I've isolated us in," he said spreading his arms wide," operates at different speed than the real world. A single second amounts to a day in the real world. We’ll have time for my fun."

"And...why...me?" Chrysalis said, great breaths racking her sides as her body shook from the ungodly amount of volts that had coursed through her system.

"Oh, I'm so glad you asked. I have several reasons for it, you know. You certainly have an exotic appeal with your blue hair, green eyes, dark skin and luscious body, and I've honestly grown tired of the mares back home in Hvinir. Moreover, though, you're rule is a crime against nature," Agnar spat and slapped her across the face, sending spittle flying.

"A queen controlling countless mindless puppets like she has worth. Ridiculous," Agnar sneered. "When King Dainn sought volunteers for this mission, I was the first he came to. With you incapacitated and my talents, I could take over your swarm. It would have been easier if you’d been agreeable from the beginning, but, let’s be honest, on your knees at my crotch was always your fate. You accelerated the process,” Agnar said.

Chysalis laughed. "You? A leader? Dainn must have had no idea how shitty a leader you were because you’re a-"

Chrysalis never finished her thought as he launched a powerful haymaker at her cheek, sending her crashing to the cold stone ground. "Don't you dare you heartless bitch. Those warriors knew what they were getting into and did their duty in drawing you out, but none of them would have had to die if you'd taken the bait from the beginning like you were suppose to! Seven days we marched in this miserable wasteland, waiting and giving you opportunity after opportunity for ambush but what do you do? You sit on that fat cushiony ass of yours and let nature do you dirty work you cunt!"

Agnar seethed and his nostrils flared. He was ready to leap upon her and make her suffer all the indignities she deserved for causing the deaths of so many of his people, but slowly calmed down when he saw Chrysalis wasn't moving.

"Guess I don't know my own strength. I'll have to be careful to not completely break you-at least not too fast." he said, running a hand over his head. "Oh, and if you think you can bide your time long enough to try something, know it's hopeless." At this, Chrysalis managed to push herself back up and looked at him.

"As we speak, I've activated the runic circles tattooed on my body to broadcast our message into the minds of every male drone in the complex. It is disappointing that they don't have developed minds of their own," he said and Chrysalis ever so subtly narrowed her eyes ,"but they should be a good enough workforce to help us build up infrastructure in Equestria. Once I'm done breaking you and assume control of the swarm, I'm sure they'd love stuffing your slutty holes every day for the rest of your new life."

At her glare, he chuckled."Don't worry-you'll come to love being everyone's favorite bug themed broodmare. Maybe you'll have the blessing of bearing new Caribou warriors into the world one day."

Chrysalis couldn't take it anymore. Through all his inflicted pain, she'd held it in without issue, but this? She tried holding it in, she did, but she had her limits.

"Bwahahahahahhahahahhahaa, oh, hahha, wow, this is precious." Agnar's surprised "o" face followed by his eyes cartoonishly bulging out in rage made her double over in laughter again. Angry, Agnar made the chains shock her again, but she merely grunted, not as affected as before.

"....I'm going to start your training, and I'm going to enjoy this far more than I honestly should," Agnar said icily. He removed his loin cloth and revealing his erect cock as he aggressively advanced on her.

"Heh, no. I'm afraid I'm going to veto that," Chrysalis said, in a chipper tone.

"You don't have a choice, bitch!" Agnar roared.

"That's where you're wrong," Chrysalis said with a smile that put Agnar on edge. With that, she stood up. The chains tried to stop her but forcibly loosened as she overpowered them. The shock pulsed through her as it had before, but this time she mostly ignored the incoming shock, this time with barely a shudder.

Agnar froze in disbelief.

"This has been fun, and all these threats of yours would be threatening if you weren't operating under a mountain of assumptions making an ass out of you and not me,” Chrysalis said, idly stretching out several kinks in her arms

"First off, I let you drag me into your mindscape, and the fact that you didn't notice-not to mention all that lovely monologuing you did- speaks volumes on your incompetence." She took a step forward, and one chain snapped. Agnar physically responded as if slapped, and it occurred to him he had invested so much of his will in those chains that each snap and break was a part of him breaking.

"Secondly, male changelings don’t exist. Only females," Chrysalis said and took another step forward. Agnar's jaw dropped as well over half the chains snapped and fell off her. The ceiling of the sex dungeon disintegrated, revealing a black void.

"Third, none of my daughters are mindless drones. Every last one is a beautiful, living, thinking soul with their own hopes and dreams, and I love them with all my heart." Chrysalis's wings burst free in a shower of sparks as the wing covers burned in green flames while the ring on her horn cracked with light before disintegrating into nothing but ash. The walls of the room vanished rapidly as they were disintegrated from the top down, along with every tool in the room until they only stood on a square of stone flooring.

Every blow, every binding Chrysalis destroyed was like a stab with a rusty dagger to the brain for Agnar. His eardrums had ruptured and blood vessels had popped in one eye while blood gushed from his nose. He was shuddering in short pained gasps, but something in him snapped as he saw Chrysalis standing proud and free, his most powerful binding techniques broken and shattered at her feet.

He gathered all of power, all of his being and might into one powerful strike and hurled it at Chrysalis in one pony-sized mass of dark blue energy. He was supposed to capture her and showcase her the fate of all defiant females for the Caribou Empire, but surely Dainn would understand if she had to be killed, right?

Aganar's elation and euphoria at Chrysalis' demise vanished and was replaced with a cold that bit at his bones as a massive green shield manifested around Chrysalis, deflecting the blow to either side. "How!" Agnar demanded. His third eye, with a mind of its own, centered above her, and he noticed them. Thin threads of ephemeral green light stretched out from the abyss and speared into Chrysalis chest, right where her heart is.

"Oh, I won't deny you're powerful, and if I didn't cheat my ass off in a straight up mind-to-mind brawl, you'd probably beat me four out of five times. However, you made a fourth, very unfortunate assumption," Chrysalis said, and her eyes ignited with a bright green glow.

Agnar backed away warily, but froze as the glowing green eyes of a tall Changeling with emerald hair and facial features very reminiscent of Chrysalis materialized on her right. Briefly, he locked gazes with her. His stomach curled and rebelled on itself and he vomited from the sheer oily and cloying hate the brief connection poured into him.

"No..." he whispered, eyes wide with primal terror as another Changeling manifested on Chrysalis' left. Another appeared on her right, followed by another, and another, and yet more and more forming a close circle around him and adding to their ranks until he was surrounded by thousands of Changelings of all varieties, some big, some small, from princess to worker to infiltrator to soldier and more, eyes all locked onto him.

Chrysalis's smile was practically feral, and for the first time he realized how big her fangs were. For all that Caribou idolized great warriors, at their innermost core, they were descended from a prey species, and in this instant, he knew none of Chrysalis' line had ever been prey].

"Changelings are never alone."

Location: Canterlot, Royal Palace
One Week Later

Golden sunlight filtered through the study’s vaulted windows, bathing everything in a brilliant, yet pleasing glow. Books both new and old lined a few shelves. King Dainn, seated in an absolutely delightful padded seat, let out a weary sigh.

When many Caribou thought of the legendary King Dainn, they thought of the devilishly handsome 19th son of a minor noble who had done the impossible and risen through the rigid tiers of Caribou society through his battle prowess and intellect, the underdog who had outwitted his higher class peers and attained the title of King, second only to the holy Emperor and equal to his fellow kings.

Many common Caribou dreamed of the wealthy and pleasure that such a title would bring, the enormous and exotic harems of voluptuous slaves, the decadent foods and drink at his disposal, the long days he must spend with a loyal harem pleasuring his every desire. For the romantics, they thought of the sheer romance possible with such a position, of the moonlit nights he must have available to spend with a male lover, of the whispers they would whisper to one another in their carefree lives.

Most however, never imagined the unholy amount of paperwork that went with coordinating an entire army and taking control of the Equestrian bureaucracy while establishing Caribou control over a freshly conquered territory.

Dainn stared down at his papers piled high on the desk in the former study of Princess Celestia, and allowed himself a pained groan. He was normally rather efficient, but this was ridiculous. Equestria had more paperwork than he ever imagined it would, and frankly he couldn’t find many reasons to destroy a system that had seemingly worked for years. Some adjustments had to be made, of course-especially those idiotic laws guaranteeing rights to females-but overall the system worked, and he was hesitant to destroy it.

This wasn’t going to be resolved anytime soon. In fact, he’d probably only see a lightening of his workload a month from now.

Most of his fellow Caribou-the ones who had never earned a damn thing in their life or who were so low on society’s hierarchy that they’d never wield any true influence-would be shocked, but he hadn’t had sex in a week. In fact, aside from the royal sun and moon whores he’d claimed as his right, he didn’t even have a harem. He found sex to be pointless, and much preferred reading text on magic or the Old Kingdom.

If he could have, he would have locked himself up in Canterlot’s library for weeks and absorbed everything he could from an entirely foreign country’s developments on magic-sure, it was tainted with a feminine touch from time to time, but some was undoubtedly fascinating-especially the work of a seeming legend in this formerly female dominated civilization known as Star Swirl the Bearded.

Dainn’s gaze went back to a thick book set on a nearby cushiony chair titled “Nature of the Soul”, and back to the papers on the dark wood desk. He sighed. He had three hours until his self mandated break or he’d fall behind schedule. Perhaps, he could return to his latest book.

Dainn stiffened as he heard three knocks at the door. He had explicit instructions to not be disturbed unless in an emergency.

“Come in,” he said.

Ivangir, a tall and gray furred Caribou and one of his lieutenants, stepped in. “Dainn? You need to come down to the front gates,” he said, slightly green.

“Why? What’s happened?” Dainn asked, grabbing his scabbard and runic gauntlets.

“The front gates have had an...incident. I’ve had my stags lockdown the area, but I need your input before proceeding. It’s rather gruesome,” he said

A weathered wagon had been left near the front gates. None of the guards knew where it had come from, and could not recall seeing anyone leave it. The contents, were of course obvious: decapitated heads.

The stench that filled the air was wet, and Dainn could feel it at the back of his throat. Sitting atop the pile was a faintly white furred head covered in gore that had been mutilated-tongue ripped out, antlers cut, eyes removed, ears gone, and at a distance Dainn could tell that no teeth remained. Dainn found no identifying characteristics left, and more skull than flesh was visible. Despite this, the head looked as if it was locked in a scream.

Ten years ago the stench would have made Dainn heave, but after his time in the Root’s maze, things like this no longer fazed him.

The fact that the heads all belonged to officers he’d sent on an expedition to the badlands well over two weeks ago, on the other hand, filled him with outrage, pain, and some guilt; he’d have to write the letters to their father’s explaining his mistake, and unlike others, he wouldn’t bother lying to them unless matters of state were at stake.

Dainn leaned over the wagon to investigate the skulls closer, but in doing so kicked something. Surprised, he found a large basket of-exotic cheeses?-and a note. Suspicious, he checked it for any traces of magic but found nothing. Cautiously, he stepped back. “You, private!” he said, pointing at a pony guard

“Um, me?” the guard asked

“Yes, what’s your name?” Dainn asked.

“Private Red Shirt, sir,” he said.

“Private Red Shirt, I need you to read this letter precisely as it says. Make no impromptu edits.” Dainn said.

The guard looked confused, but followed the order quickly enough..

Dainn didn’t care. He saw no point in risking himself further, and the note could be laced with a poison; most weren’t terribly effective when used in this form, in his experience, but this was a new land with new possibilities. The loss of a stallion would be preferable to endangering his own health or endangering his own stags.

The guard cleared his throat.

Dear King Jackass Dainn

As a resident queen of in this land, I wished to formally welcome you. You and you’ve certainly made yourself at home, haven’t you? I received your envoy, and after careful consideration, I must decline any alliance at any point in time through all eternity. It’s not your fault, it’s mine; I have a policy of not working with rapist bastards who should have been strangled in their sleep. I know, I know, it’s a bit bigoted of me, but I freely admit I’m a flawed queen.

However, I’m not without some compassion, so I returned some of the bodies of those soldiers you sent into my kingdom for proper burial. I think fertilizer would be a good use, but that’s just me. Sadly, I cannot return all of them yet, as they aren’t quite drained yet. Do be a patient boy, please? I’ll send them back soon enough, I promise.

In the meantime, please enjoy this basket of exotic cheeses. I’ve sampled them, and they are quite good. Also, consider this a declaration of total war on your kind. So long as your kind remain in Equestria, I will make Tartarus seem like a paradise to life in this land.

Hope you have a wonderful day!

Sincerely,

High Queen Chrysalis

Silence filled the area. Most guards stared in shock, while others were disturbed.

Dainn spoke with determination. “Ivangir? Summon the lieutenants and meet me in the council chambers. I do believe we have a war to plan.”

Author's Note

What's this? Another Fall of Equestria story? What the hell am I thinking?

In all seriousness, I've had this one for a while. Was going to be part of a longer series I have since abandoned, but I had this written and with a bit of modification it works for my current setting.

Funny thing is, from what I've heard, Chrysalis was originally supposed to help the Caribou...for reasons in the original Fall group. Your guess is as good as mine as to why, but personally I don't see her ever supporting them at all for hopefully obvious reasons, and this chapter is the result.

Also really wanted to write that exotic cheeses bit.