Sexy Changes

by Turbo the Brony

Rating: teen
Tags: Alternate Universe, Changelings, Queen Chrysalis, Anthro, Main 6, My Little Pony: Friendship is Magic
Length: 2104

The Mane 6 are converted into some sexy Changelings by the Changelings and their Queen!

The Mane 6 are converted into some sexy Changelings by the Changelings and their Queen! ('Nuff said!)

(Note: Takes place basically after Season 3, but the events of the Equestria Girls or Season 4 don't happen! Plus the pony characters are anthropomorphic)

The anthropomorphic design and story based off this little bit of Art work here

Published 2016-11-28 21:30:01 UTC
Last updated 2016-11-28 21:30:01 UTC

Sexy Changes

"Are we nearly there yet?" Rainbow Dash asked, grumpily, as she and the others were nearing the caves by the Everfree Forest.

"You've asked many times and the answer was no," Applejack said, who's frown then turned to a smile as she gestured, "now we're here!"

"What do you think the emergency could be that Princess Celestia wanted us here with Elements?" Rarity asked.

It was a while ago that message to the newly crowned Princess Twilight from Princess Celestia stated that there was an urgent emergency in the Everfree Forest, by the entrance to the caves that something dangerous had been spotted there.

Twilight and her friends were asked to come and meet up with Celestia at the caves and bring the Elements of Harmony with them, while Spike stayed guard back home.

Though while they finally arrived, they noticed that there was no sign of Celestia, or the unknown emergency either.

"I don't know," Twilight said, as she answered Rarity's question, before muttering to herself, "something's not quite right..."

Just then, they heard a rustling in the bushes, and then Princess Celestia appeared before them.

"Princess Celestia!" Twilight exclaimed, as she and her friends kneeled to her.

"Thank you, Twilight," the Princess of the Sun said with a stern smile, "I'm glad you made it, all of you."

"What's the big emergency and what should we do to kick it's butt?" Rainbow Dash asked, as she used her action-packed stunts and kicks to show that she was ready for a good fight!

"I-is it something really bad, Princess?" Fluttershy asked.

"All your questions will be answered," Celestia explained, "right now, though, the enemy is inside that cave, it would be wise that you tried carefully."

"Well alright then, lead the way, Princess!" Rainbow Dash said, as Celestia lead them into the cave, though Applejack was looking around and thought that something was up with Celestia, which she never felt until now.

"What's wrong, Applejack?" Twilight asked her earth pony friend.

"I don't know," Applejack replied, "call me crazy but ah'm sensing something up with the Princess..."

"You could be right," Twilight stated, as she then looked around, noticing that nothing had struck them yet, or they couldn't detect anything that would show that an unknown threat was inside, "Something's not right..."

"Twitchy Tail!" Pinkie cried out, as from behind them outside, a boulder had slammed to ground, blocking the entrance and trapping the 6 and (for some reason a calm) Princess Celestia behind them.

"Ok, now 'ah know something's up!" Applejack stated as she looked back to where the boulder was.

"Very good guess." Princess Celestia then said in a silky voice, catching the six's attention, as suddenly from the shadow, Changelings began to appear behind and next to Celestia, who was now showing a wicked grin.

Her eyes glowed green for a second and then her horn brightened up green aura, instead of her usual yellow one, as she then transformed into their arch enemy: Queen Chrysalis!

"It's a trap!!" cried Twilight, as she and the others tried to prepare to fight, unfortunately, more Changelings rained down on them and pinned them down, knocking most of them unconscious as the Changeling Queen looked down on them.

"Gotcha'!" she grinned.

As Twilight regained consciousness, she realised that she and her friends were incased in Changeling Cocoons, much like Celestia was during her brother's wedding.

She saw her friends awake, but they were a little scared as they couldn't get out, and outside their respected cocoons, their Elements of Harmony were all hanging by them.

Twilight tried to use her magic, but she couldn't as something was blocking her magic and giving quite a headache.

"Comfortable, are we? Good." Chrysalis said as she stepped out of the shadows to see them, along with her two sentry drones.

"What's going on?" Twilight demanded, "What are you doing?"

"Oh, come now, Twilight," Queen Chrysalis said, "or should I call you Princess? I must admit, I pretty much expected that with all that magic, Princess Celestia would probably prepared you to be part of Royalty."

"You may have tricked us pretending as Celestia, but once we get out, we're going to stop you with the Elements!" Rainbow Dash snarled, only for Chrysalis to chuckle.

"Oh, don't you worry," the Queen exclaimed, "I'll be letting you have the Elements... but I'm not letting you use to stop me... I'll be letting you use them to help me!"

"Use the Elements to help you?! Utterly ridiculous!" Rarity said, very appalled.

"Yeah," Pinkie cried out, "you're a very bad meanie!"

"Oh, come, come," Chrysalis stated, "You'll be liking the idea of helping us that soon enough... especially since you're going to be part of us!!"

"WHAT?!" the girls cried out in shock at hearing this.

"You see," Chyrsalis explained, "these cocoons that you are in are very rare ones, unlike those that my Changelings that are born in, or the prison ones like I once used on Celestia, these are converting cocoons, much like a caterpillar would use one to become a butterfly, trapped, innocent ponies like yourselves, be it Earth Pony, Pegasus, Unicorn... or even an Alicorn, would be incased by these cocoons, and within minutes, while they still have the traits of either type of pony, the pony life one would have would be instantly replaced by fresh, bold, new Changeling one!"

The six gasped at this as they couldn't believe what they are hearing!

"Be like you?!" Rarity cried out in panic, "Ewww!! I don't want to look anything like you wretched things!"

"I'm afraid you have no choice." Chrysalis said, as a wicked smile appeared on her face, "Even with your own strength or magic, you cannot escape these cocoons until your fate is completely sealed."

The girls struggled to get out, but Chrysalis was right, the cocoons wouldn't crack as they tried to break themselves free.

The cocoons then glowed a few times, as the wicked smile on Chrysalis stayed in place, "Yes," she muttered, "it begins..."

As Rarity struggled, she suddenly looked to her hoof and gasped in shock and horror: it was slowly turning black from the hoof tip up, and most of the hoof was starting to disintegrate as holes were slowly made!

The others noticed too, and suddenly they all winced in pain and agony, even feeling shivers down their spines, as they begin to change.

"I'm scared..." Fluttershy whimpered, as she felt one of her eyes slowly change from white to blue, and her pupil became a white dot "It hurts so much..."

"It will be over soon, my pretties, soon the pain will fade away..." Chrysalis grinned evilly, as she then muttered, "as well as your lives..."

"Don't give up, Fluttershy," Twilight called out to her shy friend, as her hind hoof began to go black, "fight back the change!"

Fluttershy then looked to her friend... then gasped in confusion as she asked with a groan, "Twi... light... when did you get... wings...?"

Twilight was shocked as she heard that, she remembered Fluttershy being there when she got her Alicorn wings and earned her title as Princess.

"Oh," Chrysalis spoke up to Twilight, getting her attention, "did I forget to mention that with the change, you loose your old memories go bye-bye?"

"No... NO!" Twilight cried out as she began to tear up, not only from the pain of the change, but also due to realising that she and her friends memories were going to gone!

"That's right, once your mind is cleaned up, you will only be part of one hive mind... MY MIND!!" Chrysalis said as she crackled with laughter, "Say goodbye to your lives... FOREVER!!"

Twilight and her friends continued to wince in pain, as the changes continued.

For each one, the changes were both same yet different.

They were groaning hard, as their hooves grew black with holes in them, going right up to their whole bodies too.

Their changes cost them their Cutie Marks, as since Changelings don't have them theirs began to fade until they were gone... forever... along with bits of their talents.

They felt a tingle in the top of their teeth, as they began to grow a pair of fangs each.

For Twilight, Rainbow and Fluttershy, they felt their wings hurt as the soft feathers began to molt and melt away, replacing them with insect like wings.

Twilight and Rarity's horns began to change too, as they took shape into that of Changeling's horns.

The ponies' ears even changed, as they began morph into the ears similar to bat ponies.

And if that wasn't enough, while they were turning into new members of the Changeling hive, they still had they manes, but they grew a little webish, the colours on them began to grow dim and greyish and, much like their hooves, have a bit of holes in them too.

The ponies' colours were soon replaced by blackness, almost like their fur was slowly dissolving.

As the changes were nearly complete, the girls were still wincing in pain, and their were trembling too, wishing for the pain to end.

"Don't worry, my children," Chrysalis said, in a sweet, motherly tone, "it will all be over, just let it flow through you, and sleep..."

Sure enough, as their changes were near finished, each of the ponies began to feel drowsy, as their minds slowly begin to blank, they memories of the pony lives soon to be lost forever.

Twilight was the last to be awake, but not for long...

'No... can't fall under... her control...' she thought to herself, as unfortunately, she too began to fell sleepy, 'Getting... hard... to think... too late... too late... too... late...'

Those were the last words she taught, before finally falling asleep, as the changes on her and friends were finished.

"At last," Chrysalis said with a wicked chuckle, "They are ready, my Elements of Deception!"

She then used her magic to lightly zap the cocoons, knowing that once changeling conversation was done, the cocoons would be ready to be crack open.

The cracks on each cocoon appeared, and soon parts of them opened up, and the six figures that were the mane 6 slide out of them, lying on the ground.

Once they were awake, they stood up and began to check out their new looks.

They had become Changelings, so dangerous, deceptive... but so sexy too!

Each of them grinned a wicked grin as they admired their new looks, fascinated by how hot they were.

Their felt their skin like it was covered in baby oil, almost like that they could see a small bit of their reflection.

They were fascinated on how the bodies were, from their B-cup chests, straight down to their flanks, and for a while, they each did a sexy pose (which kinda made most of the Changelings that were there nose bleed).

"Oh yeah," Rainbow said, as she began to take off with her wings, "check out my wings! I look so 20% more cooler now!!"

"And I've never been more beautiful in all my life!" Rarity said, stroking her webby hair, "My mane speaks to me, like it's ready to take on anything!"

"Oh yeah!" Pinkie said, with excitement, "This calls for a celebration assault party!"

Chrysalis smile, before she called up to her new subjects.

"Changelings," she said, "hear my voice and obey!"

The Changeling 6 heard their queen, as they turned to her, and knelt before her.

The Changeling Queen then returned to the Elements to them, but soon the gems on them began to glow green, as if they holders have now been corrupted.

"Now, my Elements of Deception," Chrysalis said, "it is time to begin our new plans as soon as possible, when Celestia sees what has happened, she never know what hit her, we shall begin with intercepting Ponyville, then into Canterlot once more, so my armies can begin their second round, the Pricnesses, Cadence and even Shining Armor will never see this coming!"

"Yes, my Queen." the Changeling 6 replied.

Queen Chrysalis then looked to Twilight as she said, "Ah Twilight, I look forward on having you as my heir to the throne, but for now, let us prepare plans of attack and then the fun will definitely begin..."

"Of course, my Queen." Twilight said, gladly.

Chrysalis let out a wicked laugh, knowing that she had won, and that Celestia and those that were close to Twilight will be in a shock of their live on what she had planned...

THE END...? (or GAME OVER)