Chrysalis' Conquest

by shiftyscales

Rating: mature
Tags: Anthro, Main 6, Changelings, Princess Cadance, Queen Chrysalis, Romance, Adventure, Sex, Thorax
Length: 4543

Chrysalis, dethroned as Queen of the changelings is furious and in need of revenge. Finding a gemstone containing Tirek's magic, Chrysalis makes use of her newfound ability to grow to reclaim her throne and take over Equestria.

Chrysalis, dethroned as Queen of the changelings is furious and in need of revenge. Finding a gemstone containing Tirek's magic, Chrysalis makes use of her newfound ability to grow to reclaim her throne and take over Equestria.

A giantess rampage fic featuring a fairly heavy emphasis on plot, giantess growth, foot fetish, crush fetish and a good helping of catfighting.
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$45 commission for anonymous.
Cover art by Amber Davis

Published 2017-09-24 20:40:07 UTC
Last updated 2017-09-24 20:40:07 UTC

Chrysalis' Conquest

"Dethroned as their Queen, and banished from my own Kingdom ... Where did I go so wrong?" The former changeling Queen Chrysalis pondered to herself as she wandered the lands of Equestria, in search of purpose. She raised them, housed them and this was how they re-payed her? The more she dwelled on those thoughts, the more infuriated she became. "Stupid ponies ..."she grumbled, "touting the value of love and friendship. Friendship is for the weak and love's only purpose is to be consumed."

Even the most fearsome of beasts she encountered cowered before her with but a single glare from Chrysalis. Her eyes seething with the passionate fires of hatred. At least some lower lifeforms know their place and show me the respect I deserve. She sighed, shaking her head as she continued on deeper into the everfree. As she progressed, she noticed something rather peculiar. The deeper she traveled, the more she realized all of the surrounding forest was withered and dull, the color and life force sapped right out of every plant, insect and animal she saw. Reaching deeper into this sphere of decay, Chrysalis could feel herself being impacted by this mysterious force. "What magic is this?" She said aloud to herself, her body slowly growing weaker, but she had to proceed. Whatever the source was- if it could somehow be harnessed ... it could be her key to exact her revenge.

It was there she saw it, lying amidst the forest floor, surrounded by the ash-gray decayed remains of trees and bushes that had collapsed under their own weight. What she saw was a brilliant red stone, glowing brightly among the dull surroundings, further enhancing the contrast of its color. Chrysalis reached a hand out towards it, arcing red bolts of energy surging from the stone around her fingers, enveloping her as she grew closer. As she picked it up, she felt a tremendous surge in her power. Not only had her own strength been restored, it was enhanced well beyond anything she had ever felt. Her back arched as her jolted upright, her arms extended outward, fingers curling and pointed up towards the sky. Her heart raced as the energy coursed through her. An intense tingling washed over her, making every hair on her coat stand on end, energy arcing across her entire body.

That was when she felt it, the tattered remains of her clothes becoming tighter and tighter, her view raising away from the ground as her body grew larger with each passing moment. Her size having already doubled she cackled maniacally, thinking about how best to exact revenge on all those who wronged her. As she trekked back through the forest, she extended her arms outward, brushing her hands against the tree trunks. She could feel their energy being drained away into her as she began to purr lustfully, her curves slowly swelling with each passing inch.

"Thorax! Intruder at the perimeter! I told you we still needed a patrol!" Pharynx shouted to his younger brother.

"Relax Pharynx- we're peaceful now, we can just talk it out. Now what did you see?"

"See for yourself." Pharynx pointed towards the horizon, an absolutely enormous Chrysalis stomping towards them towering over everything else in sight. Stopping a distance away from Thorax's throne, She bent down, her massive cleavage and huge face filling his entire field of vision.

"Well if it isn't my old subject Thorax. This place has sure gotten a lot uglier under your rule." She said with a smirk.

"C-Chrysalis! I was not expecting to see you again- and certainly not like this? What happened to you?" Thorax gulped and slid as far back into his seat as he could- clearly intimidated by the former Changeling Queen and her intimidating new stature.

"I've become more powerful than ever! It's too bad I'm no longer your Queen anymore, hmm?" Chrysalis chuckled.

"L-look, we can work this out I think. Just please don't hurt my people!" Thorax pleaded.

"Or what? You'll love me to death? I have no use for pathetic little bugs like you anymore. I just wanted to gloat. You don't deserve all of this." She cupped her hands over her breasts and swayed her shoulders, causing them to jiggle and bounce from side to side. "But I'll tell you what Thorax, you let me take my rightful place as Queen once more and I'll spare the lives of your people, putting them to work in their rightful place as servants to their Queen."

"It isn't right Chrysalis!" Thorax protested, "a changeling has the right to be the person they want to be!"

She reached her thumb and forefinger, picking up Pharynx between them as he struggled and twisted.

"Pharynx, no! Put him down!" Thorax yelled, fear to his voice.

Not acknowledging the King's cries, Chrysalis began to absorb his love. "O-ohhhh ~" She moaned, her other hand reaching down between her legs to please herself. "Love and friendship are even more powerful than I imagined ~" She cooed, loving each inch she gained. "Your brother sure has a lot of love for you Thorax- disgusting!" As she continued to drain him of his energy, his body regressed to his old form. "Mm- that's a much better look for you Pharynx." She declared, setting him down.

"You said it yourself Thorax," Pharynx reasoned with his brother, "a changeling has the right to be the person they want to be and I want this. Things were simpler this way."

"Now- time to dethrone the King." She reached down, snapping his tree throne off of the ground, leaving stumps in its place, she dropped him off of it and gave it a great toss, sending it flying well out of the kingdom. As he tried to run, she effortlessly caught him between her fingers as she began to drain him in a manner similar to his brother.

"N-nooo!" Thorax declared as he regressed to his old form, feeling love and friendship drain from his body with his energy.

"There's my little bro." Pharynx said, giving Thorax a noogie. Thorax simply sighed in response, what choice did he have? Freedom from the tyrant Queen Chrysalis was great while it lasted, but he simply couldn't do anything to stop her.

Queen Chrysalis stomped through the kingdom absorbing the love and friendship of her hive. Some were reluctant to change back, but many others fell in line, not wanting to complicate things any more than they had to.

Chrysalis sat on her old hive, having been restored to its former glory and reshaped into her new throne. The land around lost its color and livelihood. Hundreds of her drones were assigned to massaging her humongous feet. They all buzzed in place, their bug-wings flapping rapidly as they worked on the Queen's soft feet. Midway through she playfully lowered her foot to the ground, feeling her drones squirm helplessly beneath her before lifting her foot back up and ordering them to continue.

Yet more drones she had assigned to explore her massive cavernous folds, Chrysalis moaning in delight feeling their little bodies rubbing her walls and tremendous clit to please their Queen. Each powerful orgasm causing the kingdom itself to quake as their Queen spasmed in sheer bliss. The knowledge she was so large- so powerful she could keep her entire hive safely tucked away inside herself was a massive turn on for the power-tripping tyrant.

Orgasm after orgasm, Chrysalis would wash her drones away with her love juices, grabbing another handful to shove them deep inside, fingering herself as she let her long snake-like tongue loll out in pleasure. Many hours passed while bonding with her hive and ensuring their loyalty. The changeling Queen prepared an army, inserting them into her folds for transport as she headed for the Crystal Kingdom, leaving Pharynx in charge of the brood and hive in her absence, an honor he gladly accepted.

Despite being so far away, it took little time at all to travel across Equestria- the giantess's steps leaving foot-shaped imprints everywhere she took a step, crossing over many rolling hills and mountains. Her army tucked away comfortably deep inside her, waiting for her order to attack.

Arriving in the Crystal Kingdom, Chrysalis wasted no time stomping over towards the castle- numerous crystalline houses shattered to pieces. Stopping at the castle and standing around half as tall as it, Chrysalis squatted down, releasing her drones and ordering them to round up all of the crystal ponies they could find for her to absorb their love and friendship energy. Crysalis took to rubbing her body against the many spires of the castle, grinding her hips to it, spreading her nether lips with her fingers and rubbing her slick folds against the base of the tower, moaning in delight as she did so. As her drones rounded up more and more of the crystal ponies, Chrysalis absorbed their energy and in turn continued to swell in size, her height surpassing the castle quickly. "Bow down before your new Queen!" The changeling cackled, groping herself and bending over the puny and insignificant specks that stood at her feet, shaking her chest, feeling tremendously sexy.

High on her power, the changeling Queen scooped up the pile of weak crystal ponies, deciding they would be perfect for insertion. She mashed the ponies into her groin, many sliding inside, others sticking against her labia and yet more plummeting back to the ground below. As she fingered herself, pushing the weakly squirming ponies deeper inside she took to rampaging around her new kingdom. Stomping a foot down in a district, effortlessly shattering their buildings. Those that still stood in the gap between her toes she put a quick end to, closing her toes like a giant pair of scissors as dirt and debris piled up between them. By the mere act of scrunching her toes up, she left humongous trenches in the ground where structures formerly stood. Such a trivial action having such drastic consequence on the puny land beneath her.

She casually stomped back to the castle, the only building that came close to matching her although still only half her size. Squatting down near her offspring, she squeezed and released the Crystal ponies from her folds as they fell in a mass stuck together by her sticky love juice. With a violent shake, her thick cheeks plummeted down to the ground, crushing countless other buildings in the process. She wrapped her legs around the perimeter of a castle, forming a circle around it smiling down at her new subjects.

"Twilight, Chrysalis has returned and she is absolutely enormous- towering above even the Crystal Castle. We need the power of the Elements of Harmony. Please bring help immediately!" Twilight read aloud to her friends, holding up the urgent letter sent to her moments prior by. They stood there awestruck at the news.

"Oh my stars ..." Rarity said in disbelief.

"We'll get that meany-butt Chrysalis good!" Pinkie declared chipperly. "We just gotta become super-duper-charged with the Elements of Harmony again!"

"Exactly what I was thinking Pinkie, come on girls." Twilight lead her friends through the castle to the Chest of Harmony at the core of her castle.

The bearers of the Elements of Harmony gathered in a circle around the chest. "Ah never thought we'd be usin' this thing again, much less so soon." Applejack said, looking from side to side at her friends.

"Ready when you are!" Declared Rainbow Dash triumphantly.

"Okay ... I can do this." Fluttershy said, reassuring herself as much as she was notifying her friends she was prepared.

"On three girls- one, two ... three!" Everyone twisted their key, the chest opening once more, the rainbow colored beam of energy coursing through each element and imbuing the girls with Rainbow Power.

"Aww yeah!" Called out Rainbow Dash with glee. "I forgot how goood this feels!"

"Focus Rainbow- we're doing this to protect Equestria." Twilight quickly reprimanded her. "Now- let's go girls!" They took off towards the Crystal Kingdom, floating above Equestria at great speeds.

They were able to see Chrysalis well before anything else. She sat around the Crystal castle, her legs surrounding it in a circle, crushing countless buildings and trees. Even the tip of the castle was no taller than her belly button as she sat there, her massive bust hanging from her chest for all of those worthless Crystal ponies to stare at. "She's ... huge." Rainbow said, staring at the bust of the changeling Queen. Her jaw hung open as she began to drool, her mind lost staring at them hanging there, watching the way they jiggled anytime she moved.

"How tall do you reckon she is?" Asked Applejack.

"Huh?" Rainbow questioned, realizing what Applejack was asking "Oh- uh- no clue!" A slight blush formed on her face as AJ cocked her head to the side, having realized what Rainbow was staring at.

"We've got to find Cadance." Twilight instructed as they flew in towards the castle, Chrysalis too distracted by her insatiable lust for power to notice a few glowing rainbow colored bugs flying into the castle she surrounded. The girls found Cadance, her mane a mess, clearly distraught with the events unfolding before her. They set down on the ground, the spheres that encapsulated them momentarily disappearing.

"Twilight!" Cadance called out giving the princess a firm hug. Twilight returned the hug. "It's bad Twi. I don't know how but it seems Chrysalis somehow managed to obtain Tirek's magic- but it's worse than that. She also seems to be able to drain ponies of their love and friendship. I think that is what is responsible for her growth- I have no idea how many others she drained on the way here. When she arrived she was half as big as the castle- now she towers over it, even while sitting!" Her voice was distraught. "I couldn't stop her, she drained every one of them. I contacted you as soon as I could I ..."

Twilight shushed her and hugged her tightly. "We'll figure this out. It's what we do, right?" She had a warm smile on her face and Cadance nodded in return. "Thank you Twilight, thank you girls!" With that, they took off once more to confront the goddess of a changeling.

The girls flew out of the castle up and towards the giantess, flying in circles around her head to get her attention and stopping in front of her face. "Chrysalis!" Twilight shouted to the humongous changeling, "It's over! We're here to put an end to this."

"Well- if it isn't the puny bearers of the Elements of Harmony themselves- Equestria had to send their mightiest heroes to try and stop me, hmm? Guess I'm finally starting to receive the respect I deserve ~" She smirked. "What could such little things like you hope to do to a goddess like me? I'd like to see you just try and stop me."

"Yeah, whatever! You'd be surprised what we can do bug-butt! We're pretty awesome." Rainbow bragged.

"Yeah! Like we got a big glowy laser that's all like 'pew pshoo'! That'd take care of a meanie-butt like you in a jiffy!" Pinkie Pie cheered with a big smile.

Gathering together their energy, the mane six fired their rainbow-colored beam of friendship right at Chrysalis- a direct hit! She doubled over, for just a moment before bolts of arcing red energy began surrounding her body. "Such raw power ..." Chrysalis said ominously. "Such pure and unadulterated love and friendship!" She cackled maniacally once again, feeling that all too familiar tingling across her body as she grew once more. Standing atop her hooves, she continued to swell and grow further and further into the sky.

"No ... no! Why isn't this working?" Twilight asked aloud. Her mind racing for an answer. 'Such pure and unadulterated love and friendship!' That's it! It had to be. Twilight quickly devised a plan that might just save the day yet.

"You know- you are some of the worst friends a girl could ask for! I could have been living a normal life reading books if Princess Celestia hadn't assigned me to study friendship!" Her friends looked absolutely mortified at Twilight's sudden outburst- her body flickered as the rainbow power was fading from her.

Rarity quickly caught on, a sparkle in her eye as she gasped quietly to herself. "And you, Rainbow Dash- you have all the grace of a big ugly boulder when you're flying around! Disgraceful form darling!"

Rainbow growled, but Pinkie Pie's eyes lit up with fury "BOULDERS ARE BEAUTIFUL! My family are rock farmers!"

Applejack snickered. "Rock farming's not even real farming! What good are rocks for? My family harvest apples- and everypony loves apples!" Applejack said proudly.

"Well- not everypony dear. Oranges are wonderful, as are cherries ... pears ... pretty much anything is better than an apple." Rarity said chidingly, tossing her mane with her hand.

By this point Applejack's face was red with a mix of anger and embarrassment on her face. She tackled Rarity, and was in turn tackled by Pinkie and Rainbow, the girls tousled in a rainbow-colored blur as Twilight and Fluttershy floated aside. The rainbow power was fading from all except Fluttershy.

Twilight floated over to her and gave her a shove to the chest. "Then there's you Fluttershy. The weakest of us all."

"Well- I'm definitely not the strongest pony, that's true ..." Fluttershy said meekly, her head lowering, her long pink mane hiding her face.

"You realize how useless you are, right? Your animal friends don't need you. They don't even appreciate you." Twilight watched as Fluttershy's visible eye began to twitch.

"That is IT!" Fluttershy shouted. "How DARE you Twilight! How dare all of you!" The wrestling pile of girls ceased in place, letting go of each other and floating as they watched the rainbow power begin to flicker in Fluttershy. "You were my friends! How could you do this to each other?"

The glowing rainbow aura surrounding them all began to rapidly expand explosively, sucking the love and friendship energy from Chrysalis in the process, her size slowly dwindling. "W-what are you doing?! What is this?!" Chrysalis exclaimed, shocked to feel the energy being ripped forcibly from her body. Cadance, alarmed at the commotion flew out to meet the girls, deciding she would do all she could to help, even if her strength paled in comparison to the rainbow powered bearers of the Elements of Harmony. As she approached, the chaotic raw energy found a new host- arcing around Cadance, her eyes going wide as she felt the power coursing through her. Her fingers clenched into a fist as she swelled in size rapidly, quickly shredding her clothes, exposing herself to the rest of the girls around. Inch after inch, then foot after foot, Cadance's height and curves swelled until she was evenly matched with Chrysalis.

"You have no idea what power you're messing with you prettiest princess slut." Chrysalis growled, her hands locking with Cadance's their ample cleavage pressed tightly against each other.

"Oh I know exactly what this is. I'm the Princess of Love you brainless bimbo bug!" Cadance pushed back against Chrysalis.

The two of them grappled and wrestled with each other, the rest of the girls flying well out of the way as they went at it. Each thunderous step shook the ground below, leveling many buildings in the process. Pink princess foot, black bug foot, each took turns demolishing the homes of the crystal ponies who lay week surrounded by changelings who cheered for their queen. As Chrysalis swept the leg of Cadance, causing her to fall on her back, an even more thunderous cracking was heard, the land shaking beneath them as a huge cloud of dust and debris was kicked up. Chrysalis tackled the princess, their legs locking as Chrysalis tried to make her submit- "O-o-ohh ~" The changeling moaned as her slit rubbed against the princess's own. "Nghh." Cadance moaned in return, trying to keep her focus on the fight. The sensation of growing was so intense, it got her worked up and hotter than she'd ever felt before. Not since she had first met Shining had she felt so turned on.

As if they had formed an unspoken truce, Cadance and Chrysalis focused more energy in bumping and grinding than they did fighting. The raw passion brought forth a feeling of love among the giantesses in that moment. That red arcing energy surging through their bodies and over their skin- the nipples acting like Tesla coils as the electricity surged from breast to breast. The Princess of Love and The Queen of the Changelings reoriented themselves, placing their muzzles at each other's warm and moist folds, eating each other out on the spot, the loser being the first to cum.

"Is it just me or is this kinda hot?" Rainbow commented as they watched the scene unfold before them. Most of the girls glared at her, but Pinkie grinned, nodded and gave Rainbow a fist bump.

Chrysalis was the first to reach orgasm, her body quivering and shaking violently, back arching as her love juices spurt into the awaiting mouth of Cadance. Shortly after was Cadance's turn, groping and rubbing her breasts as Chrysalis finished her off, that long serpentine tongue stretched deep inside her folds, lapping up her slicked walls and the tasty love juice she provided. Barely a moment later in their afterglow the changeling was the first to make a move as she resumed wrestling with the other giantess, continuing her attempt to make her submit.

"Umm- girls? Fluttershy chimed in, "Do you see that thing shining at Chrysalis's neck?"

"Yer right Fluttershy! Ah see it too! Fly down there and check it out Rainbow!" Applejack suggested, to which Rainbow nodded in agreement and flew down in a flash.

Her stupid grin grew wider as she found herself surrounded with humongous pairs of breasts on either side. Shaking off the distraction, she flew up to Chrysalis, observing the stone, now placed in an amulet that Chrysalis had kept around her neck. Flying back with the news. "It's uh- some sort of bright red and glowing stone sealed in an amulet!" She explained to the group.

Twilight pondered for a moment. That must be the source of her power. What else could have caused this? She wished she could take it to a lab to examine it further, possibly harness its energy for the good of Equestria. She realized quickly that such power was too dangerous for anypony to hold. She thought up a plan for how they could put an end this madness. "Girls- if we can get that amulet to Cadance, we might just be able to finish this for good!"

"You can count on me Twi- I'm the fastest thing in Equestria!" She bolted off back towards the grappling giantesses, caught off guard as they began to roll over. "Waaaah!" Rainbow called out, her trajectory sending her straight into the bust of Chrysalis, finding her body being squeezed by the massive and warm walls of tit-flesh surrounding her. "Nghh-" Rainbow moaned, doing her best to break free of the cleavage's grasp on her.

"Snnk- oh my ..." Rarity snorted, trying to hold back a giggle as she watched Rainbow struggling. Finally she had slipped out, snagging the amulet and tearing it from the necklace with a great tug.

"Yo Cadance! We got the source of her power! Catch!" Tossing the amulet at Cadance's chest, an enormous target at Rainbow's size. Bullseye! A perfect throw! It landed right at the top of Cadance's cleavage and it sunk down between her breasts.

As it made contact, Cadance felt her power surging, her size growing once more as Chrysalis slowly began to shrink. The love and friendship energy transferred between the two giantess's as Cadance quickly overpowered the changeling. She held her down and turned around, placing her massive jiggly rear down atop the increasingly puny bug to pin her to the ground below as the power continued to transfer to the amulet's new owner. "Get your fat butt off me you bimbo princess slut!" Chrysalis yelled, slamming her fists into Cadance's rear, doing little else but making it jiggle more.

"No! Stop it! That power is mine! I deserve this! This is my kingdom! Help me my brood!" As the changelings watched this unfold they looked at each other, then took a seat, deciding there wasn't anything more they could do- most of them glad they might have another chance to be free.

Cadance sighed with relief, "It's finally over ... we've won." She said with a smile, admiring how puny her friends looked. "Let's return this love and friendship to it's rightful owners- and put this little bug in her place!" Her horn glowed brightly, filled with the rainbow power of the element's bearers.

Chrysalis was quickly consumed by the energy. "Nooo! Damn you ponies! I'll be back! I swear it!" In a bright flash, she disappeared, banished to Tartarus.

With a great rainboom that swept across Equestria, Cadance's size was slowly restored as the magic, love and friendship Chrysalis had stolen returned to the land, Chrysalis's destruction becoming undone in the process. Immediately those changelings she had brought with her to the Crystal Kingdom metamorphosing back to their new forms, the Crystal Ponies regained their luster as the destroyed districts of the city began to rebuild from the rubble.

Over in the Changeling Kingdom, every changeling found their power restored as they too changed back. Thorax hugged his brother tightly- Pharynx rolled his eyes then returned the hug. "I gueeesss being free isn't entirely wretched Thorax- I mean, my liege." He said a hint of sarcasm to the tone of his voice. Color restored to the land as love and friendship belonged to the world once more.

The rainbow powered faded from the girls, returning to the Chest of Harmony as they reverted to their normal forms and landed on the ground by Chrysalis. "WE DID IT!" Pinkie Pie cheered, pumping a fist into the air and jumping triumphantly. "This calls for a party!"

"You did great out there Twilight." Cadance said with a warm smile as she approached her.

"You were pretty spectacular too Cadance." Twilight said in return, blushing as she realized Cadance was still in the nude and thinking back to what they all had just witnessed. "Got a little ... excited up there huh?" She asked with a giggle.

A blush formed on Cadance's face as she realized to what Twilight was referring. "OH! Uh- ... a little bit I suppose ... I've never felt such love and passion before- and the growing- seeing you all so small it was ... intense." Unsure what else to say, she hugged Twilight. The rest of the group murmuring about what they just saw- Rainbow wasting no time to brag about how awesome her flying was, Rarity quickly reminding her of how she got herself stuck bringing a blush to Rainbow's face as she recalled it.

"This'll make quite the journal entry."

Author's Note

$45 commission for anonymous.