Always Hungry

by SPark

Rating: mature
Tags: Queen Chrysalis, Sex, My Little Pony: Friendship is Magic, Alternate Universe, Nightmare Moon
Length: 9160

Queen Chrysalis and Nightmare Moon are unlikely soul mates. Especially since the Nightmare is holding Chrysalis prisoner. The two queens may hate each other, but they're also both lonely, hungry for love... and very, very horny.

Nightmare Moon rules over a kingdom of eternal night, but no matter how many sycophantic ponies praise her, it never satisfies. Meanwhile Chrysalis had hoped to overthrow the Nightmare and rule Equestria in her place. Her plans have gone very badly wrong, and now she is in Nightmare Moon's dungeon. Together the two hungry, lonely queens may find the soul mate each has always lacked. But even if they don't, the sex is going to be pretty hot.

A complete crack fic that is probably the most gratuitous thing I've ever written. It was also far too much fun to write, especially the dialogue, so I regret nothing.

Contains totally gratuitous sex, oral, debatable consent, magical tentacles, changeling self-cest (is it masturbation when you have sex with a changeling who looks like you?) and lots of mare cock.

With editing assistance by Themaskedferret and Cyanhyde.

Cover art drawn by me, colored by TheMajorTechie.

Published 2017-06-21 20:00:04 UTC
Last updated 2017-06-25 09:59:54 UTC

Chapter 1

Nightmare Moon stood atop the highest tower of Canterlot Castle and surveyed her realm. It was everything she'd wanted. The dark perfection of her night had lasted for more than a year now. Ponies lived beneath the moon and stars, never seeing the sun. She ruled them utterly, her every whim was swiftly, even eagerly obeyed. She was surrounded by ponies who groveled at her feet, who sang her praises, who told her everything she'd always wanted to hear.

It wasn't enough.

That knowledge gnawed inside her, an empty, hollow ache.

Ponies obeyed her. Ponies worshiped her. Ponies wrote poems to her eyes and entire operas in her honor.

But they did not love her.

Not the way she wanted. Not the way they had loved her sister. She snarled, her mane and tail whipping agitatedly around her at the thought of how ponies still fawned over Celestia. She heard that hated name whispered all too often, when she floated as a dark mist outside the windows of unsuspecting ponies. At first she had ordered such blasphemers dragged out and arrested, yet soon it became evident that she could not possibly arrest all the ponies who wished for her sister's return. If she did, she would shortly have very few citizens left. Those who remained would be only the most self-serving of toadies, the ones who had gained power and prestige by shamelessly kissing her hooves, but who most certainly did not love her at all. She tolerated them, for their praises were still sweet to her ears, but they were like candy, sweetness without substance, unable to sustain.

A few of her admirers were genuine, she had to admit that. But oh so precious few. And deep inside she was starting to wonder if those few would not have still admired her were the sun yet shining in the sky...

She shook off that traitorous thought. She might not have love, but she had power, and fear, and she would not give those up. They had their own rewards. Indeed, sometimes fear could be almost as good as love. The sight of an enemy cringing in terror at her feet was a good one. She had seen it many times over the past year and her enjoyment of it only grew.

"Your Majesty?"

Nightmare Moon turned at the soft, respectful voice to see one of her thestral guards standing behind her. He bowed low, one forefoot outstretched, the other folded, his head lowered to almost touch the floor.

"Rise," she commanded.

"Thank you, your Majesty." He stood at formal attention.

"What news do you bring?"

"We have captured a strange creature, Majesty. It was slipping into the city wearing the shape of a pony, but was caught by our detection spells. It nearly escaped, it is quite magically strong, but it did not seem to expect discovery, and we eventually managed to restrain it. We have never seen a creature like it."

"Interesting. Where is it now?"

"In the high security dungeon, awaiting your decision as to its fate, your Majesty."

"Take me to it."

"Yes, your Majesty." The guard bowed again, then turned and led Nightmare Moon towards the dungeons. It was a long trip from the highest point in Canterlot down to the caverns deep beneath the castle. The upper floors of the castle were largely silent. The dungeons however, echoed with the forlorn cries of those who had not quite broken completely. Nightmare Moon closed her eyes for a moment as she stepped into the cold, stone-walled space and savored the sound.

The guard waited while she did, then continued to lead her through the main dungeons and down further to the high security dungeon, where magical wards prevented any possibility of escape. The cells here were not as crowded; few ponies required such measures. Nightmare Moon smiled faintly as she passed one cell that contained additional wards on top of the normal precautions. A pink alicorn lay listlessly within. Cadance, the alicorn of love, whom the Nightmare hated almost as much as the alicorn of the sun, lifted her head to watch her pass, but said nothing. Nightmare Moon had not broken her yet, but she was starting to bend a bit.

Nightmare Moon continued, finally halting at a cell three doors down from the one occupied by Cadance.

"Here is the creature, your Majesty."

Nightmare Moon's eyes widened as she looked into the cell and saw a familiar pink alicorn. The pony standing in the center of the cell, wrapped in magical bonds and glaring at her defiantly, could not possibly be the alicorn of love. Yet there she was, disgustingly pink, impossible to mistake.

"What mockery is this?" snapped the Nightmare.

The alicorn sneered at her and did not answer.

"It is a shape-changer of some kind, your Majesty. We could not dispel its disguise, but the wards clearly showed that the creature is no pony."

"I see." Nightmare Moon's dragon-like eyes narrowed. Her horn began to glow with a deep blue light. She cast the strongest dispelling magic she could think of on the impostor. The magical bonds holding her dissolved like water. The disguise she wore, surprisingly, held for a long moment, then shattered. Pink shards of magic flew away from her, revealing a very different creature beneath.

It was larger, somehow, than it had been. In fact, it was as tall as the Nightmare herself. It was nearly as dark too, its body a deep charcoal that just avoided being black. It was not covered in soft hide, though, but rather in smooth chitin, like an insect. It had something on its back that might be wing-cases, as green and iridescent as any beetle's. The wings that sprang from them were filmy and pale blue. A long sweep of chitin in faded turquoise imitated a mane, and a crooked horn jutted up from the creature's brow.

Nightmare Moon recognized it with a certain amount of surprise. It was a changeling. She had not seen one in far more than a thousand years. She had thought them extinct, in fact, after a long-ago war. Yet here was not only a changeling, but a changeling queen.

The creature tossed its head and favored Nightmare Moon with a sneer. "So. You are the queen of these ponies. You are as pitiful and flawed as your subjects, I see."

"Do not try my patience, changeling," snapped Nightmare Moon. "You are the prisoner here."

"For now, yes."

"For as long as I wish it so!"

The changeling laughed. "You are weak, and a fool. I was within inches of beginning your downfall. It was only a bit of ill luck that made me your prisoner."

Nightmare Moon stomped her hoof. "Cease speaking such nonsense. You are no threat to me."

"Am I not? Well, perhaps not now." The changeling gave her a long-fanged grin. "But had I only reached Shining Armor, and gained access to his love, ah then, well... within a week's time I would be upon your throne and you would be here."

"You would ally yourself with that pathetic would-be knight? His rebellion is nearly crushed already. You truly are a fool."

"Oh no. I wouldn't ally with him, I would use him. If you know what I am, then you know what I feed on. He loves his dear Cadance with a pure and true love. With such love I could level this mountain. Not that you would know anything of love."

"Do not mock me, creature!" Nightmare Moon's eyes flashed with rage, her ears pinned back, her fangs bared. "I can have you killed in an instant!"

"So kill me," sneered the changeling. "Another queen will take my place."

"I will kill your entire pathetic race, as I should have done centuries ago!"

The changeling snorted. "I would like to see you try. I doubt you could even find my hive, let alone all my disguised children, out among your delicious little ponies, feeding unseen. They grow fat on the love that you will never taste. I can feel how empty you are, Nightmare Moon. I can taste the hunger and the need that gnaws inside your gut. You want love, but whatever tiny scraps of it you manage to gather are not enough, never enough."

"CEASE THIS NONSENSE!" bellowed the Nightmare. Dark magic rolled from her in waves, pressing the thestral guard against the wall, and forcing the changeling queen to her knees. In her rage, Nightmare Moon began to summon a killing spell, to destroy the creature that had dared to mock her so.

"Go on, kill me!" shouted the changeling, her head thrown back in peals of mad laughter. "Destroy me so that one of my sisters may take my place and bring down ruin on your head!"

With a snarl Nightmare Moon aborted the spell. She knew enough to know that the changeling would indeed be replaced as queen as soon as she was slain. Right now, Nightmare effectively held an entire hive captive. Killing the creature would trade a captive queen that might be used for a free one who would be an implacable enemy. Still, she wanted to crush the thing like the insect that it was. She lashed out, her magic throwing the changeling across the cell. "You mock me at your peril, but I am not a fool, changeling. You are my prisoner, and you will remain my prisoner. If your hive acts against me, you will suffer, and they will suffer too."

The changeling picked herself up. There was a drop of green blood at the corner of her mouth, but the sneer was still on her lips. "So, you are not entirely a fool. Pity. But I suppose I do not mind living. I will be free of you soon enough, though, one way or another."

"We shall see about that," snapped Nightmare Moon. She stalked away from the cell, but the echoes of the changeling's laughter followed after her for a very long time.

Author's Note

Welcome to my latest bit of erotica. (I swear, I am still writing non-porn too, but I've just been having too much fun finally finishing and releasing ages worth of old clopfics. And for some strange reason most of my commissions are for clopfics too, I have no idea why! :raritywink:)

This story will release a chapter a day until it's completed, so stick around, the good stuff will be here soon.

Story brought to you in part by my lovely patrons at Patreon. If you'd like to support me in writing more stories like this (and get early access to most of my stories, including this one,) please consider becoming a patron.

Chapter 3

Three nights passed, if a night that had no day could be called such, before a bored Nightmare found herself descending the dungeon stairs once again. For some reason the changeling queen weighed on her mind. It was an insignificant creature, yet it had gotten under her skin far too thoroughly. She found herself going over their brief conversations in her mind, trying to re-write them so that the bug groveled at her feet the way she should. None of the imagined scenarios quite worked, though; she just kept remembering how utterly enraging the creature had been. Finally she decided to prove that she could show herself the changeling's better.

So once more she stood before the cell.

The changeling lay against one wall, wearing her proper form of charcoal chitin.

"You still can't stay away from me, can you?" it said, lifting its head slowly, a smug smile on its fanged face.

"I came only to tell you that we have begun the search for your hive. It will be found and destroyed, and your children wiped from the face of the planet."

"Hah. You came because you hate me, and you like to pick at your hatred. You reek of old, bitter wounds that you treasure as though they were precious gems."

Nightmare Moon stamped firmly on the flash of rage that went through her. She would not let the creature get to her this time. "I found myself bored," she said, tossing her head and feigning an indolent calm. "I might as well get what amusement from you that I can. Perhaps you could perform tricks for me, take shapes for my amusement. At least then you would be of some use."

The changeling chuckled, but did not shift shape. Nightmare Moon thought perhaps she looked thinner. Well, she had gone four nights without food. "I do not fancy the role of court jester."

"What you fancy matters very little," said Nightmare with a sneer.

The changeling only smiled. "It is a shame I cannot feed on arrogance, I would be getting quite a meal. You may be beautiful, Nightmare Moon, but you are hollow. A pretty shell, form without substance, and someday you will crack and crumble like a shed exoskeleton."

Nightmare arched her neck just a bit, and almost smiled. "At least you recognize my beauty. Shall I employ you to flatter me, rather than jest with me?"

"That would be the day. Your beauty I can sum up thusly, that you are attractive for a pony. A changeling such as myself is far more sleek, far more elegant, than you. Your flaws, though, those I could hold forth on for hours on end."

That brought forth a snort of amusement from the Nightmare. "An insect like you, beautiful? Nonsense." Though as she said it, she found herself surveying the creature, assessing its appearance. It was alien—angular and strange—but it was true that there was a certain elegance to the smooth sweep of its charcoal-colored chitin and the glow of its emerald eyes. The pupils were slit, not unlike her own; a compelling, charismatic gaze.

She shook off that thought, shaking her head too as she did so, but when she met that gaze again it was knowing, a sly, almost sultry look in those emerald eyes. "Why Nightmare. Was that a hint of... lust I tasted? Surely not." She shifted, suddenly posed to emphasize the curve of her flank, her tail arched just slightly. "Surely, as you say, it is absurd to find an insect attractive." Her tail flicked, swishing back and forth for a moment, offering the briefest glimpse of what lay beneath. "But then perhaps you could find it in you to recognize the allure of a fellow queen, hmm?"

Nightmare hissed at her, showing her fangs. She was not attracted to this thing and it was not her equal. "You are the dust beneath my hooves. You are a bug to be squashed at my whim. You are nothing." She turned again and stalked away, the changeling's laughter echoing behind her. But the image of that hard, sleek, feminine form lingered in her mind as she did.

Chapter 4

She was back the next night. She refused to think about why. But when she found the changeling posed seductively on its crude straw mattress she almost turned on her hoof and left right that instant.

"Why hello, your Majesty," said the changeling with a sly smile.

"You tread on dangerous ground, creature."

"I have a name, you know."

"As if that matters to me. I care not for your name, nor for your body, nor for anything of you or yours."

"Yet you return night after night. Tell me, oh mighty queen of ponykind, have you found my hive yet?"

Nightmare Moon bit back a hiss of frustration. "You know we have not, creature."

"Chrysalis," said the changeling.

"Creature," repeated Nightmare, fangs bared.

The changeling only laughed.

"Have a care, changeling, I could crush you with the merest wisp of my power," hissed Nightmare Moon.

"So kill me already and get it over with." The changeling stretched seductively. "Or do whatever it is you're going to do with me."

"You imply I would couple with one such as you?" Nightmare tried to make the words scoffing, disbelieving, but they came out simply angry.

Chrysalis smirked and flicked her tail again, shifting to turn her slim-hipped rump towards Nightmare. "You wish you could sample a piece of this."

The growing anger in Nightmare Moon's heart was matched by the heat of an unasked for desire located somewhere else entirely. It had been a very, very long time since she'd last had a lover. But no, she would not think of such things. She would show this upstart insect where her place was. She dissolved into shadows and in an instant had flowed into the cell, reforming looming over the prone changeling. "Be very careful what you start, insect. If I want you, I can have you, regardless of your own desires."

The changeling looked up at her, her ears back flat. She was trying to keep a smirk on her face, but the expression flickered. "You would not dare."

"Oh, I would."

"I am the queen of the changelings," hissed Chrysalis.

"You are the queen of one paltry hive, and you are my prisoner. My property. I can do whatever I please with you." She leaned in closer, leering at Chrysalis. Chrysalis began to get to her hooves. Nightmare Moon put a hoof on her withers and shoved her back down. "I can make you kiss my hooves, insect."

"Not in a thousand years."

"If that's how long it takes," smirked Nightmare Moon. "I have waited longer."

"To have a lover? I'm not surprised. What stallion would want a bitter husk like you?"

Nightmare snarled. "I am the moon, you bloated tick. I rule over the night, and over what takes place there. I know more than you of what lovers do."

"You know nothing of love, merely of base mating. I can taste the lust on you, but there is no love there."

"And what has love to do with pleasure? What need have I of love? I have the passion of a thousand nights beneath the moon, bug."

"You speak as if I'd have anything to do with-" Chrysalis was abruptly cut off as Nightmare Moon bent her head and kissed her forcefully.

Chrysalis tried to pull back from the kiss, but Nightmare Moon wrapped the amorphous tendrils of her mane—solid now, despite being apparently insubstantial—around the changeling's head and held her in place. The Nightmare's tongue pushed into her mouth insistently, no matter how she tried to free herself. Nightmare Moon wanted to laugh, gloatingly. The changeling had not expected this.

Then the changeling bit her tongue. Her fangs were sharp, and Nightmare Moon jerked back with a startled curse.

Chrysalis laughed.

Nightmare Moon narrowed her eyes dangerously. She tasted blood. "That was a mistake, creature."

"You should see your expression," smirked Chrysalis. "Didn't expect this bug to bite, hmm?"

"If you bite me again I will crush the life out of you. Slowly."

"You wouldn't-"

"Try me." Nightmare Moon's eyes were viper slits, her expression practically daring Chrysalis to go ahead. Chrysalis shivered.

Trying to recover her bravado, Chrysalis said, "Kill me if you wish, only cease to bore me with your boasts of passion. You know nothing of it. You merely pant after me like a colt whose balls have barely dropped."

Nightmare Moon reached out with the tendrils of her mane and wrapped them around Chrysalis. Her eyes were still narrowed, and her voice edged with with both anger and arousal. "You think me ignorant of passion? I could show you delights beyond your wildest fantasies."

Chrysalis gave a convulsive kick, straining against the strands of shadow and magic that held her, and bared her fangs at Nightmare Moon. "I am the mother of a hundred thousand, you ignorant foal. What could you show me of coupling that I do not know?"

At that, Nightmare threw back her head and laughed. "You speak of coupling in terms of offspring! Such naivete! Truly, you reveal that you are the ignorant foal. Well, let me begin your education, then. I will show you the first and simplest of the pleasures your mere rutting will never have equaled."

Tendrils of shadow pulled like living ropes, twisting Chrysalis, pushing her from where she had lain on her belly over onto her back, pinning her to the crude sleeping mat on the cell floor. The magical strands caressed her as they moved, sliding over her smooth chitin sensuously. A pair looped around her thighs and pulled them apart, revealing softer chitin blushing green over a pubic mound with labial folds much like any mare's, if one ignored the color. "Now be still and I shall show you what you have been missing," said Nightmare Moon as she settled to the ground, folding her long legs beneath her.

"You think I know nothing of such pleasures? I have often ordered my drones to-"

Nightmare interrupted. "Your drones are largely mindless. You might as well merely pleasure yourself. No, I will show you true pleasure. Now be silent." A wisp of shadow made solid wrapped around the changeling's muzzle, holding it shut. Chrysalis glared at the Nightmare, but she was helpless. Starved of love, she was also starved of magic; she had no power to fight the shadowy tendrils of the alicorn's mane. All she could do was continue to glare as Nightmare Moon, a smirk on her face, brushed a hoof between her legs.

Chrysalis gave a tiny shudder at the touch, but made no sound.

It was a gentle brush, delicate even, just touching the soft, greenish chitin of her outer labia. A second touch, a little firmer, circled teasingly rather than touching directly. Nightmare continued thus for a time, teasing, gentle, promising pleasures never quite delivered. She noticed, at length, that Chrysalis sometimes shifted just a little, as if to lift her hips and press into the touches. A soft sound, as if a whimper of need had been bitten back, rewarded some of her teasing as well. She smiled and dipped her head then, her muzzle hovering above the changeling's entrance.

"You smell of lust, creature. And..." Her hoof pressed more firmly at last, parting the outer folds to slip within, where it found a slick, wet heat awaiting. "Ah yes. You are practically dripping already. Can you deny my skill?"

Chrysalis could say nothing, but her glare intensified. Nightmare chuckled and lowered her head. She slipped her tongue between those outer folds to taste the wetness that lay between them. It was slightly alien, a little more acidic than a pony's would have been, but not entirely unfamiliar. She lapped upwards, until she came at last to the soft nub of the changeling's clit. She stopped just short of it, and Chrysalis let out a soft groan.

Nightmare only smirked and repeated the teasing motion, still stopping short of her eventual destination. Chrysalis managed to stay silent this time.

Nightmare did it again, just barely brushing Chrysalis' clit at the top of her tongue's track. That finally got her a desperate little whimper of need.

"Hmm. What was that? Was that you, the mighty changeling queen, admitting that I do indeed know the ways of pleasure, and begging me to show you more? Was it? I do believe it was. So, if you insist..."

Her tongue pressed between the changeling's lips again, but this time slid straight to its destination and began working across the delicate, greenish nub of flesh with determination. It was still gentle as yet, but it was also insistent, lapping rapidly again and again. Chrysalis gave up all pretense of silence and let out a moan only muffled by the fact that her muzzle was still held shut.

Nightmare Moon hummed softly with satisfaction as she heard the changeling moan at last. The creature certainly couldn't deny her skill now. But she had only just begun. She shaped a tendril of her mane, which still held Chrysalis captive, and pushed it just below where her tongue gently worked, slipping the magic inside the changeling. Chrysalis made a muffled sound of surprise, twitching in her bonds of shadow, and then another low moan as the shadow thickened within her, filling her.

The magical tentacle writhed and twisted within the changeling, moving easily along her inner walls, for she was dripping wet by now. Her moans became utterly shameless, kept quiet only by the magic still muzzling her. Every motion of the magic within her and every stroke of Nightmare's tongue without made her shudder and writhe in the confines of Nightmare's mane.

As Nightmare Moon continued, her eyes half closed in concentration and a satisfied, even smug expression on her face, she loosened her magic slightly, letting Chrysalis move more freely. Chrysalis immediately lifted her hips, pushing herself eagerly against the caress of Nightmare's tongue, and against the twisting, thrusting motion of her magic. She was breathing fast, and when Nightmare loosened her muzzle a bit as well her jaws gaped open in a dazed expression of bliss.

She was obviously not thinking of escape, or of vengeance, or of anything else but the pleasure that filled her. The Nightmare allowed herself a brief pause and an utterly smug smile. The pause got her a whimper of need, which made the smile even wider, but she returned to her self-appointed task willingly enough. She would make the changeling scream before this night was over, if she had her way. And Nightmare Moon always had her way.

But the first act was nearly over now. Chrysalis was moaning loudly, and the way her body tensed, the way her hips lifted, straining, told Nightmare that her pleasure was building towards the desired peak. She adjusted the motions of the magical tentacle that pushed within the changeling, making the strokes deep and powerful but slow. Her licking, on the other hand, she speeded, flicking her tongue over the sensitive clit in rapid, almost frantic motions. This got a gasping cry of pleasure that spiraled rapidly upwards in pitch. There was a pause, then a shudder, and a sharp "Ah!" of pure bliss as Chrysalis came hard. The Nightmare didn't stop, pushing her through it, her tongue seeking to give every last erg of pleasure it could, but when Chrysalis finally went limp, Nightmare Moon at last raised her head. Her chin was somewhat damp, but her fanged smile was immensely self-satisfied.

"You see? I do indeed know something of passion."

Chrysalis, lying dazed, her eyes unfocused, her chest still heaving as she caught her breath, could not summon the coherence to respond.

Nightmare Moon rose and stood, grinning down at her. The shadowy magic of her mane withdrew, letting Chrysalis lie sprawled in a limp heap.

The changeling's wings twitched, and her eyes slowly aligned. She blinked, then turned her head to look up at Nightmare Moon.

"So, you must admit now that I know somewhat of the pleasures that may pass between mares?"

Chrysalis shifted, trying to arrange herself into a slightly more dignified posture. "I 'must' admit nothing," she finally said. She couldn't quite summon the defiant sneer that should have gone with her words, though.

Nightmare Moon laughed. "You cannot pretend you did not enjoy my considerable skills. If you say otherwise, I will know you are lying. Your every cry of passion betrayed you to me."

Chrysalis managed a snort. "Very well, it was somewhat... pleasant. I am surprised, though, that you would perform such a subservient act. I would have expected you to merely take your own pleasure of me."

The smug smile spread into an equally smug grin, showing her sharp fangs clearly. "I do what pleases me, whatever that act may be. And the night is young. Indeed, the night is forever. There is time yet."

Author's Note

Now we get to some of the good stuff. Enjoy!

Chapter 5

The deep dungeons were dank and dreary. Even had Nightmare Moon not wished them so, it was simply the nature of structures carved within living stone. But now, contemplating the endless night that lay before her and her plans for at least the next brief span thereof, Nightmare Moon decided that "dank and dreary" simply would not do. She toyed for a moment with the idea of taking the changeling up to her own chambers, but swiftly discarded it. Eventually, instead, she reached out with her magic and brought what she desired to her.

She still stood within Chrysalis' cell. It consisted of three rough stone walls and one wall of bars. The true cell, however, was not the stone nor the bars, but the enchantments on them. They bound and contained the changeling's magic, keeping it within the cell itself. Fortunately they did not bind the mare who had set them, so the Nightmare had no difficulty reaching into a guest bedroom in the palace above. Also fortunately the cell was relatively large, but the queen-sized bed that suddenly appeared tucked against one corner still filled more than half the space.

Chrysalis had been pushed aside by its arrival and now lay sprawled in an untidy heap next to it. Nightmare snickered at her undignified pose. Chrysalis actually hissed in annoyance and picked herself up.

The hissing only made Nightmare Moon more amused. Just for fun, she summoned a luxuriously thick rug that appeared beneath the changeling's hooves, unbalancing her enough to make her stumble. She shot the Nightmare a glare, but the Nightmare just grinned. She was, somewhat to her surprise, thoroughly enjoying herself. She hadn't had this much fun in... She cut off that thought, for it lead somewhere she did not want to go, and instead redirected herself to Chrysalis.

"I have shown you the simplest of the sapphic arts, But now I think that I should sate my own desire in a more... traditional manner."

Chrysalis frowned faintly, obviously puzzled. "Traditional?" she said dubiously, arching one eyebrow. "A traditional mating requires some equipment I am fairly certain you lack, Queen Nightmare." She stressed "queen", a title she had quite scrupulously avoided using until now, ever so slightly. "Unless you mean you would have me become a stallion for you?"

Nightmare snorted. "No, I think not." Her disapproving expression dissolved into a broad, sharp-toothed grin. "I can provide that part quite easily enough. You see, I too am a shape-changer." The rest of her suddenly dissolved as well, fading to a purple mist much like her mane and tail. She immediately reformed and at first glance looked no different, but she posed herself, still grinning, so that Chrysalis could catch a glimpse of what now rested between her legs.

"Oh."

Nightmare's grin turned into a smirk. "Indeed." She stalked forward, attempting to loom over Chrysalis. Since they were roughly the same height that was more easily said than done. Still, she felt confident, and more than ready to sate herself, given how much she'd worked herself up earlier.

"Do you want me, insect? Do you desire the Queen of Night?"

Chrysalis looked at her, her ears flicking back and forth uncertainly. Her tail was flicking too, though, and arching high as it did so. Nightmare Moon knew what that meant in a pony. If it meant the same in a changeling, then the creature's desire was plain to see. Nightmare chuckled softly and pressed closer, her chest against the changeling's. She nuzzled down the changeling's neck, then along her shoulder to her wing, where she nipped lightly. The changeling gave a little shiver and fluttered her wings.

"You want me. I know you do."

"What if I do? I've been here alone for ages, I would want anything that came along."

Nightmare Moon laughed. "You cannot deny that I am beautiful. You cannot deny that I am powerful. Power is what you want, is it not, creature?"

Chrysalis stepped back, her ears flat. "I have power. I am a queen."

"As am I. But my kingdom is all around me. Where is yours, your majesty?"

Chrysalis snarled at her wordlessly, but had no reply.

Nightmare Moon smirked. "You do want me. I know it. Well, I will give you your desire." She moved forward, pressing her body along the side of Chrysalis', nuzzling at her wings and then at her flanks. She nipped the base of the changeling's tail, and Chrysalis flicked it, arching it up again. Nightmare Moon tugged at it as she circled around, standing behind the changeling. Chrysalis shivered, then moved forward as the Nightmare crowded her, stepping towards the bed. A moment later Nightmare Moon had pushed her until she was at the bed itself. She hesitated for a moment, while Nightmare Moon pressed against her insistently, but finally she gave in and she put her forelegs up on the bed, positioning herself.

Nightmare Moon paused for a moment to take in the sight. Chrysalis, queen of the changelings, her forelegs folded beneath her on the bed, her hind hooves still on the ground, her wings fluttering, and her tail lifted up in desire. She was looking back over her shoulder, her ears flat, her expression uncertain, but her body told the true tale of her need.

The Nightmare stepped forward, nipping at the changeling's flanks. They were bare of cutie marks, which seemed unnatural, but they were shapely, curving out from the creature's narrow waist. Nightmare Moon licked her lips in anticipation. This was going to be quite enjoyable. She reared, and set her hooves on Chrysalis' back. Her cock, a long, thick, black shaft with a flat head that was already leaking pre-cum, stood at the alert, poised just behind the changeling's tail.

Chrysalis arched her tail up again and Nightmare moved forward, her cock pushing beneath it. Chrysalis gave a little shiver, her translucent wings flaring wide, and shifted to put her hind hooves a bit further apart. Nightmare laughed—a low, dark sound—and moved forward, the head of her cock pressing against the changeling's entrance. The cock was dampened already, but the changeling was even more so, her folds practically dripping with desire. Even though the Nightmare's cock was large, it pushed into that wet, welcoming warmth easily. Nightmare Moon groaned softly. That felt incredibly good. The changeling was as warm as any mare she'd ever known, and as wet too. She pushed in deep with one smooth motion, until she was hilted fully, every inch of her within the willing tunnel of the changeling queen.

The changeling moaned, her wings stretched wide, and pushed back onto Nightmare's cock, grinding her hips back to the other female's. Nightmare made a soft sound of pleasure. Chrysalis felt wonderful around her cock. She pulled back slowly, then thrust in again. Chrysalis let out a cry, her wings twitching. Nightmare Moon wrapped her forelegs around the changeling's barrel, holding her tightly, and started to take her in earnest.

The Nightmare nipped at Chrysalis' withers as she bucked her hips, driving deep into the changeling, her fangs scraping against her chitin. Chrysalis moaned repeatedly, her eyes half-closed, her expression dazed as the Nightmare's cock pounded into her. Nightmare Moon did not hold back at all, she thrust with such vigor that Chrysalis was pushed against the bed with each stroke. Her hooves grasped the changeling's hips, pulling her onto the Nightmare's cock, and Chrysalis gasped and cried out as it pushed so deeply that the pleasure bordered on pain.

Her thrusts became more urgent, more wild, shorter now but sharp and even harder than before. Chrysalis could hardly breathe as the Nightmare took her with primal passion. Then, at last, she gave one more convulsive thrust and came, hot seed spurting deeply into the changeling. She thrust again, a few short, jerky strokes, then once more, pressing deep as the last of her cum pumped into Chrysalis, and then was still.

For a long time there was silence, save for the sound of panting. Which of them was the more out of breath was impossible to say. Eventually Nightmare Moon climbed off of Chrysalis.

"I trust that are you satisfied, creature?" said Nightmare.

Chrysalis rolled over, pulling her hind hooves up onto the bed, and looked up at Nightmare Moon with a lazy sort of smile. "I'll admit, it was not half bad. Though perhaps next time I shall be the stallion, I have a few tricks I could show you."

Nightmare Moon laughed. "You are still rather insolent. I should have you punished, but I'm feeling indulgent just now. Why, I'll even let you keep the bed, at least for a while."

"My, how generous." Chyrsalis' reply dripped with sarcasm.

"I could simply have you killed. Lovers are not hard to find."

"Lovers like me are," said the changeling with a self-satisfied smirk.

Nightmare Moon only chuckled, and then transformed into smoke to flow once again through the bars of the cell, re-forming outside. "Perhaps. Certainly you lie well beneath me, changeling. If you continue to please me, I may well continue to let you live."

Chrysalis tossed her head imperiously, giving the Nightmare a haughty stare. "Perhaps you can offer me death, my lover, but can you truly offer me life? You are still a hungry, hollow shell, however powerful, however potent, however passionate. You have no love to give me."

Nightmare glared at her. "Do not mock me, insect. Or are you eager to die? Cling to the brief span you have left before you starve, and have a care lest I take what little time you have left."

With that she turned and stalked away, once more seething with anger. She had shown such generosity, and such passion towards the creature, and it mocked her in return! Well, perhaps the next night she would truly show it the meaning of power. No more games, no more attention to the insect's pleasure, she would simply take what she wanted, should the creature attempt to seduce her again!

Author's Note

Man, writing this two was WAY too much fun. There's one more chapter after this, which will go up tomorrow.

Chapter 6

Nightmare Moon expected to find the changeling queen posed seductively on the bed when she next returned. What she did not expect was that the changeling would have taken her shape.

For a long moment she simply stood at stared at the familiar jet black coat, broad ebon wings and long, elegant horn. "What foolishness is this?" she finally said.

"A whim, I suppose. Your form is quite pleasant to take. You are very beautiful, you know."

The Nightmare's eyes narrowed. "I cannot be swayed by simple flattery."

Chrysalis shrugged. "All the same, it is nothing more than the truth. Do you think I would normally lie with a pony who held me prisoner? Indeed, do you think I lie with ordinary ponies at all? You are worthy of me, Queen Nightmare."

Nightmare Moon stalked through the bars, dissolving to smoke in an instant as they slid through her, then reforming a moment later. "I must admit that you look good as me." She grinned at Chrysalis. "Is this some scheme to gain my love, perhaps?"

Chrysalis laughed. "If I could feed on self-admiration I would not have gone hungry these past days. But no. I suppose I could see it working, if somehow you could be unaware of the deception, and direct true admiration towards me. But how would that be possible? Only true emotions provide my food, and you know what I am. You do not love me, not even in this guise."

"Indeed not. But I do desire you, changeling."

"Oh yes." Chrysalis licked her lips. "Come, let me sate your desire. I have taken a page from your own book, see?" She rolled over, revealing the stallion's cock between her legs.

"How unoriginal," sneered Nightmare Moon, but she took a step closer. "You merely copy my own methods."

"And why not, if they're successful methods? I am a changeling, imitation is our greatest skill. Though I might show you a new twist or two. Come. You've said you desire me. Let us sate our desires together." She beckoned to the Nightmare, who climbed into the bed eagerly enough.

Chrysalis wrapped her forelegs around Nightmare Moon and pulled her in for a kiss. Their lips met, twinned as if each kissed a mirror, tongues swiftly twisting together, caressing over sharp fangs, the kiss growing in passion and ferocity the longer they held it. Chrysalis shifted to lie alongside the Nightmare, tangling their legs together, folding her wings over her mirror image.

Nightmare Moon growled softly into the kiss, moving to roll on top of Chrysalis, but Chrysalis resisted, seeking instead to roll over and pin the Nightmare beneath her. They wrestled back and forth for a time, rolling around on the bed, the heated kiss turning into a series of even more heated bites and nips. Chrysalis got on top for a moment, but Nightmare Moon used her mane to help her pin Chrysalis only seconds later, holding the changeling helpless beneath her. Chrysalis could not retaliate in kind, for her mane was merely an imitation of the magical expression of alicorn power that made up Nightmare Moon's umbral mane and tail.

With a grin, Nightmare Moon straddled Chrysalis and rubbed herself against the erect black cock that the disguised changeling sported. She made a humming sound of pleasure as she did so, her eyes half closed. Chrysalis let out a low moan and gave up her struggles.

"Ha ha ha! You are mine now, creature. I shall once again show you a world of pleasure beyond the ken of insects such as you."

"I am not... ohh... oh gods." Chrysalis tried to say something in response, but as Nightmare Moon positioned herself, her pussy rubbing against Chrysalis' cock, the changeling found it almost impossible to speak coherently. Nightmare Moon laughed and continued her assault on the changeling's shaft, spreading her juices liberally along it.

Chrysalis moaned again, almost whimpering. Her ears went flat back, then suddenly she growled and tried to roll Nightmare Moon over. Nightmare let her, but just kept rolling, there was room enough in the big bed, and she once again ended up on top. She kissed Chrysalis hard, forcing her tongue into the changeling's mouth as she pinned her down. They were a strange image, perfect duplicates kissing passionately, twins locked in an erotic embrace.

When she broke off the kiss, Nightmare Moon grinned gloatingly. "I will always win, insect. But don't worry. I'll give you what you want." She rubbed herself on the changeling's ebon black cock again. Chrysalis shivered and whimpered softly, a sound of helpless need. Nightmare Moon laughed and lifted herself up, putting her pussy against the tip of Chrysalis' cock. The changeling lifted her hips, trying to push into Nightmare, and she cooperated willingly enough, feeling the hard length of Chrysalis sinking into her. "Mmm. That is very good. You make a good imitation of me, I must admit." She tipped her head back, savoring the sensations as she took the changeling's cock deep inside her.

Chrysalis moaned softly and squirmed beneath Nightmare Moon. Her jet black wings were flared out and fluttering, her eyes closed as she felt the warmth of the Nightmare's body closing over her. Nightmare Moon lifted back up teasingly, pulling almost entirely off her cock. Chrysalis lifted her hips, pushing up into Nightmare Moon insistently, her hooves coming to rest on the other female's hips, pulling her down. The Nightmare chuckled, a rich, throaty sound, but cooperated once more, letting Chrysalis pull her hard against her.

They settled into a rhythm, Nightmare Moon lifting herself, then letting Chrysalis pull her down, Chrysalis rocking her hips steadily, thrusting up into the mare whose image she had copied. Nightmare Moon bent over and kissed Chrysalis again, their tongues locked together even as their bodies bucked against each other, both seeking fulfillment.

As the Nightmare's motions became faster and more frantic, Chrysalis suddenly rolled her over again, keeping their hips locked together, and pinned Nightmare Moon beneath her. Nightmare Moon hissed up at her and tried to once more keep rolling, reversing things again, but as Chrysalis thrust down into her, pumping hard and deep, Nightmare stopped struggling. It felt so amazing she found she didn't care who was on top. Though when her mirror image once again kissed her, she bit at Chrysalis' tongue, then pushed her own tongue into the changeling's mouth forcefully, wanting to remind her of who was in charge, whoever might be on top. Chrysalis growled into the kiss and thrust harder, pounding into the Nightmare with rough, primal strokes.

Nightmare Moon let out a shameless moan, writhing under Chrysalis. She brought her hind legs up and locked them around the changeling, her front legs also embracing her, pulling her mirror image tight to her, kissing her with frantic passion. Chrysalis responded with equal passion, her tongue twisting with the Nightmare's, her hips pumping, taking her hard and fast. She broke off the kiss after a moment, panting rapidly, and pressed her muzzle against the side of Nightmare's neck. Nightmare Moon lifted her head and nipped at Chrysalis' ear, and Chrysalis responded in kind, nipping and biting at the base of the Nightmare's neck. She shuddered and bit down harder as her peak began to near. Her cock drove into Nightmare Moon with wild abandon, each stroke sinking as deeply as possible, as fast as possible, primal and powerful.

The dark queen answered with equal fervor, her fangs digging into Chrysalis' ear, her hips lifting to her thrusting, her body clenched around the pounding cock, seeking to wring every bit of pleasure from it.

Chrysalis hissed in pain at the bite in her ear, but did not stop. She drove her cock into Nightmare Moon with increasing intensity, until finally, with one last convulsive thrust, she came. Spurts of hot seed flooded the Nightmare's body, and she shuddered, feeling it fill her. She tore her fangs free of Chrysalis' ear in a shower of blood and snarled, "Don't you dare stop!"

Chrysalis snarled back, but obeyed, continuing to thrust hard and fast, while Nightmare clenched tightly around her, tensed, her back arched, her whole body trembling. Then at last she came, crying out in bliss as pleasure crashed over her.

The pleasure ebbed and she went limp. Chrysalis relaxed as well, coming to rest deep within the Nightmare's soaking, semen-slicked folds.

For a long time there was silence as the pair caught their breath and basked in the glow. Neither would admit it out loud, but both had found this night's experience to be intense beyond anything they'd known before. Other lovers seemed to pale before the intensity—the ferocity, even—of their attraction.

At length, Chrysalis rose, pulling her softening cock free of Nightmare Moon below. She stepped from the bed and, in a flash of green fire, returned to her own form. Nightmare Moon stretched luxuriously, watching her with an indulgent smile. Then a small frown crossed her features. "How is it that you have the energy to transform? You should be nearly starving. You've said yourself there is no love for you here."

Chrysalis chuckled. "It took you long enough to notice! Changelings feed on positive emotions. Love is the strongest, and fuels our magic with mighty power. If I had love to feed on I would not be long in this cell, I assure you. But lust, your Majesty, is a positive emotion as well."

"I see." Nightmare Moon rose from the bed, her eyes narrowed. "So all this was a sham to gain the energy of my lust?"

Chrysalis smiled a sly smile. "Perhaps. Yet I meant it when I said that you were a lover worthy of me. And tell me true, Queen Nightmare, Envoy of the Moon, Keeper of the Sun, Ruler of all Equestria, have you ever had a lover more worthy of you than I, Chrysalis, the Queen of the Changelings?"

Nightmare Moon considered this. As she did so, she felt the wetness of their lovemaking oozing down her hind legs, and remembered the primal power that had come from their union. She smiled a sharp-toothed smile. "I suppose it is true. I will not call you my peer, but I will admit that you are more... worthy than other lovers I have had. But do not think to escape, changeling. I will not relax my guard simply because you are a pleasing mate."

Chrysalis snorted. "You relax your guard already, simply by being here in the cell with me. But no, I have no plans to escape. My plot to use Shining Armor and the saccharine Princess of Love to gain power has already failed. I must resign myself to a lesser place than on your throne. But why not enjoy myself while I can? Your lust is delicious, I have seldom tasted its like. And your regard is not unpleasant either."

Nightmare's eyebrows arched up. "My regard?"

"It is a positive emotion as well. You admitted it yourself, you have come to consider me worthy. I will not claim to be your peer, not now. Someday, perhaps I shall be." She gave Nightmare Moon an irreverent wink. "I will not pretend to wish anything less than absolute rule! But for now, why should I not bask in your lust, enjoy your regard, and consider myself fortunate to be the second most powerful being in Equestria?"

Nightmare Moon laughed. "You are bold, Chrysalis."

"Would you respect me if I cowered and cringed before you? I'm sure you've seen plenty of that. Such regard born purely from fear or from sycophantic power seeking is empty, hollow. I have tasted how hollow you were, Queen Nightmare. You were a hungry, empty shell. Do you feel empty now, with my seed within you?"

Nightmare Moon snorted. "I suppose you have a point. The worship of my subjects is enjoyable enough... but I will admit it does pale swiftly, yes. But what are you proposing? It sounds as if you seek some form of alliance?"

"I seek nothing more than I have now, oh Nightmare. I seek to be your lover. To sate myself with your pleasure. To dine upon your regard, and to give you pleasure and respect in return."

"That is all? Forgive me if I fail to believe your... modest ambitions."

Chrysalis laughed. "Oh, I seek also the opportunity to overthrow you, but I must admit that after recent nights, I won't seek it too swiftly. Having you in my dungeon might be pleasant, but I would probably be required to kill you in order to actually take over your kingdom, and that would be quite a shame."

Nightmare Moon stared at her for a moment, then broke down in almost hysterical laughter. When she caught her breath again she said, "So you want to be my lover, while openly admitting you'll cheerfully kill me if given the chance?"

"You seem to want to be my lover while keeping me a prisoner in your dungeon. We are hardly conventional people, Nightmare Moon. We are not going to have a conventional romance."

"Romance! Pah. Romance is for foals with their heads full of fluff. But you are... amusing, shall we say. Ah, to Tartarus with it, why not? Come! You have made a royal mess of us both this night, let us go clean ourselves, and slumber in better luxury than we can have here!" Her mane reached out, wrapping around the changeling, pulling her into shadow. A moment later, Nightmare Moon herself had folded into the same shadow and both were gone, teleported off to her luxurious bathing chamber, where no doubt further erotic interactions would take place as they washed one another.

And in the cell just down the hall, a tired-looking pink alicorn lifted her head and smiled a small, secret smile.

Author's Note

And that's that. Thanks for coming along for the ride. I hope you had as much fun reading it as I did writing it. (If you did, please upvote! Favorites are also lovely, but upvotes are what actually affects a story's site rating.)

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Chapter 2

The next turn of the stars found Nightmare Moon once again descending the long path to the dungeons. She walked again past the pink princess, who lifted her head and watched her pass with blank, unreadable eyes.

The changeling's eyes were fiery green, and all too readable. They mocked her, flashing brightly as though it were Nightmare Moon behind the cell's bars and the changeling that was free. "Couldn't stay away, hmm?" said the changeling with a smirk. "Still seeking something to fill that void within?"

Nightmare Moon snarled wordlessly. She almost turned on her heel and left, but that would let the creature know that her barb had sunk home. "You are a foal, full of ridiculous delusions," she said instead.

"Your hatred tastes delicious. Bitter and complex and quite well-aged, like a good dark wine. I imagine your love would taste even better."

"Me? Love? You are a foal."

The changeling laughed. "Oh? Perhaps if I present you with a form you could love... This one might do." Suddenly the Princess Celestia stood in the cell, her rainbow hair floating about her.

Nightmare Moon's magic slapped the faux Celestia across the face. "Insolent insect! How dare you!"

"Quite easily." The grin was not Celestia's, twisting the familiar features into a mocking sneer they'd never worn in truth. "Ah such hate you have for your beloved sister. How sad. And yet..." The smile turned serenely smug, suddenly far, far, far too familiar. Nightmare Mood felt a flood of conflicting emotions. Hatred and rage, and yet also regret. She might never see the true owner of that face again, and it was her own hoof that had banished her sister. "There is love there, isn't there? Poor Nightmare. So alone."

"Take your pity and choke on it," hissed Nightmare Moon, hovering on the edge of a killing rage. She spun on her hoof and stormed away before she squashed the changeling queen like the bug she was.

Later, far above, when her rage at the changeling had cooled, she found she was angry at herself. She had let the creature goad her twice now. Well, she would not fall for such cheap tactics again. She would let the bug rot. Without love energy to fuel it, the Nightmare knew that the changeling would weaken and eventually die.