Turnabout Is Fair Play

by Jest

Rating: mature
Tags: Applejack, Porn, Queen Chrysalis, Starlight Glimmer, Sex, Twilight Sparkle, Twilight Velvet, My Little Pony: Friendship is Magic, Alternate Universe
Length: 11435

A changeling conquers, a changeling breeds, a changeling spreads their influence far and wide and woe betide those fools that would stand in their way. Or at least thats how it should be anyway.

Great magic costs great sacrifice and unfortunately for Twilight and her friends it means losing the ability to have foals. This wasnt a big deal for most as they didnt mind adopting but of them, Applejack, Starlight, Twilight, and her mother all want their own flesh and blood, though for different reasons.

As such they have sought out the only thing on Equestria that can sow a barren field, a changeling queen. Plans quickly went off the rails after that.

Kink warnings Futa on female, stomach bulging, cum inflation, Impregnation, egg insertion, rough as hell sex, hypnotism, mind magic, and probably more that I'm forgetting.

Eh! Top of the Featured!

Published 2018-02-03 17:50:12 UTC
Last updated 2018-02-03 17:50:12 UTC

Desires

“MUAHAHAHAHA! After years of planning my revenge is complete and you are all mine! I have captured not only you, princess Sparkle!” The changeling queen spat the name as if it was venom, glaring down at the aforementioned alicorn. “But your star pupil, your own mother and that annoying orange pony I forget the name of.” Applejack frowned through the changeling resin wrapped around her muzzle.

“Now you shall serve your new queen and help birth a new army, and then I shall take over the world!” The mad queen threw back her head and cackled. As if on cue, lightning flashed in the distance, illuminating the dark crystal room that contained four cowering ponies and a triumphant changeling queen.

Applejack leaned in and whispered. “Psst, Twi. How long is this gonna take? I got half an orchard to buck by t’morrow.”

“Shhh, you’re going to ruin everything, Applejack!” Starlight hissed back.

Twilight rolled her eyes, partially at the now nearly-minute long monologue the changeling queen was on, partially from the antics of her fellow ‘captives’. “Starlight, it’s fine. Chrysalis will hear our words as mumbling so long as we wear these fake gags, and this shouldn't take long. Why don't you go first if you got things you need doing?”

“Well that's fine by-” Applejack tried to say.

“Now, Twilight, I know you weren't about to snuff your own mother from finally having another foal.” Twilight Velvet’s eyes narrowed at the alicorn.

“Errr, well, she should have enough for all of us in one go. Surely you can wait a few minutes... right, mom?” Twilight asked plaintively.

Twilight Velvet crossed her hooves and groaned in frustration. “Fine, but if this hussy makes me late for yoga you are grounded, missy.”

Twilight slapped a hoof to her face and groaned. “I am twenty-six, mother.”

“Who you calling a hussy? You antique hoe!” Applejack hissed back, narrowing her eyes dangerously.

“Be quiet you two! Her speech is winding down! Applejack is first, mom, you’re second, Starlight third and me last and that's final, okay?”

The two mares grumbled a little but said nothing. “Actually, could I go last please? I had a special-”

“-And that is how I am going to take all the love in the world! Muahahaha-ack” the queen grabbed her throat and hacked up a ball of phlegm. “Stupid evil laugh is killer on the larynx.” The queen stood straighter and looked down over her captives. “Now, who’s first? I could rape the mother in front of her daughter, but that almost sounds a little cliche.” The queen tapped a holed hoof to her chin in thought. “Or maybe the orange one draped over the alicorn’s face and make her watch as I knock up her associate!”

“Associate? She's one of my best friends, you stupid backstabbing bug!”

“Ahh, this one has some fire in her! Maybe I will save you for last in order to make you realize the futility of resistance.”

Twilight sighed and facehooved again, quickly lighting her horn she turned and looked Chrysalis in the eye. Instantly the queen’s limbs slackened and her eyes dulled, the newest rant she had launched into dying on her lips.

Twilight’s eyes began to swirl with strange energy which seemed to feed into the changeling as her eyes mirrored the glow. “You will pick Applejack first and you will transform into the biggest, strongest earth pony you have ever seen.”

“And knock me up with triplets, you hear!” The stetson-clad pony added.

“And you will knock her up with exactly three children, repeat back your orders.”

“I will choose Applejack first then transform into the biggest, strongest earth pony I have ever seen, then I will knock her up with three foals.” The queen droned in a slow, monotone voice.

“Good, reactivate.” Twilight commanded.

Instantly the queen leaped back into the same pose she had been in when Twilight had activated her magic. “I’ve thought of something much more dastardly. I’m going to rape you first, orange pony! Then I will knock you up with exactly three foals! You will rue the day you crossed me, random pony!”

Applejack rolled her eyes and snorted. “Well, get on with it then! I don't have all day.” She mumbled.

The fake bindings around her back and forelegs tightened suddenly before the rest of her body was hoisted into the air and dragged unceremoniously over to the queen in her magic. The queen reared up suddenly, making Applejack gulp. That huge cock of hers was already bigger than Big Mac’s, Caramel’s and most of the rest of her family! Nevermind the sheer size of her balls… Applejack whistled at the sight of those huge plump organs. She reckoned they were about as big as the pumpkins she had grown this year for Nightmare Night, except these had sperm in them.

Just as she had started to grow used to the sight of the massive black cock, it was covered in green fire and replaced by a carmine-red phallus that was somehow even larger. Applejack’s eyes went wide at the sight and she looked up to see the biggest stallion she had ever seen in her entire life, clad with a moldy apple for a cutie mark. Something about him was vaguely familiar, but she couldn't put her hoof on it. Shrugging it off as a weird coincidence judging by the apple cutie mark, she just rolled with it and waited for the queen’s next move.

She felt herself pulled upwards, forced muzzle-to-muzzle with the disguised queen, a second later her gag was torn off and tossed aside. “Did you enjoy the sight of my perfect cock?” She said with a smirk.

“Err, it's, uh… big?” she said with a shrug. Behind her Twilight face hooved and Velvet groaned.

“Yes! A queen’s cock is bigger than a normal pony can handle, but a little venom will make you stretchy enough to handle me.” Her grin grew wicked. “And your womb will stretch enough to contain every drop of my essence!”

“Hey, wait a second, whats this about-ouch!” The mare recoiled the instant Chrysalis brought her fangs down into the earth pony’s neck.

Instantly, the area around the bite began to numb and a strange heat bloomed throughout the mare’s body. Applejack winced but bore it with dignity; this was her only chance of a family and she was going to be damned if she was going to give up just because of a little bug bite.

The queen extracted her fangs which quickly disappeared, becoming flat pony teeth once more. “Yessssss. Feel the venom coursing through your veins. Soon, you will find yourself lost forever in a permanent heat that will consume your mind!” The queen cackled once more, lightning flashing in the window when she did.

“Uh, Twi?” Applejack asked, worry creeping into her voice.

“I gave you the antidote already remember? You might just be a little horny for a day or two, but it won't last forever.” Twilight replied, clearly irritated. “This was all in your brochure, remember?”

“Err, I may have skimmed it.” Applejack answered awkwardly, tapping her forehooves together.

“Wait, what did you just say? Slaves are not allowed to speak!” The changeling barked, his disguised face twisting in anger.

“Sorry, my queen.” Applejack replied quickly, bowing her head in supplication and hiding the grin that threatened to spread across her face.

“Good, that will do for now. Soon you will learn your place. Now on your knees, slave! I cannot wait a moment longer to spawn the first of my brood in your worthless womb!” She yanked hard, dragging the earth mare beneath her and forcing her ass up and face down.

Applejack grinned. Finally. She thought, and just in time too, the changeling venom had done its work and she felt the first full blown heat since she had used the elements begin to stir her loins and demand she mate. She let out a low moan, pressing back against her so-called rapist with unabashed lust. I’m going to enjoy this!

The wicked queen sneered. “Yes, that's a good slave. The sooner you learn your place the sooner you will drown in pleasure until your dying breath!”

Her hips lunged forward and plowed into the earth pony with enough force to send her skidding a few inches before the disguised queen’s hooves stopped her and held her down. Despite the venom doing its job, Applejack was not ready for the feeling of having nearly two feet of horsecock being jammed inside her and she screamed like a filly at the sensation of having her body so roughly violated.

Twilight and Starlight winced at the sight. Velvet just rolled her eyes and muttered. “Amateur.”

The queen pushed forward even harder, forcing Applejack’s scream to go a few octaves higher, when her cock plowed through what meager resistance the entrance to her womb put up. Starlight blanched and leaned closer to the alicorn.

“Can she be a little less rough with me? I want a foal too, but not like…” She motioned over to where the huge stallion plowed into the whimpering mare with reckless abandon, muttering insults all the while. “That.”

“Err, yeah, I’ll tell her to be a little less rough, but too much and it will break the illusion, which would be dangerous.”

Starlight winced again as she saw AJ’s stomach bulge and shrink with each thrust of the queen’s enormous cock. “Shouldn't you tell her to ease up on AJ? I mean, that looks like it hurt.”

Twilight sighed. “Just wait for it, trust me.”

Starlight looked quizzically from the alicorn back to the scene of debauchery playing out before her. Applejack’s face was twisted in anguish and she bit down hard on her lip in order to stop herself from screaming any more. The queen held no such reservations and threw her head back, a loud moan echoing off the crystal walls.

“Such a generous cunt, I almost care enough to ask your name.” The disguised queen smirked. “Almost.”

This time it was Applejack’s turn to smirk, though she hid it well from the queen. “Is that all you got, queenie? I’ve met piglets with more spunk in them than you.”

“There it is.” Twilight noted.

“Oh.” was all Starlight could respond with.

“What? You dare!? I will give you a rutting you won't soon forget, you worm!” The queen snarled and withdrew her hips before slamming back down hard enough to make her balls smack the mare with enough force to resound off the crystal walls.

Applejack didn't so much as flinch to the sudden pound, merely yawning dramatically. “Did you do something?”

The stallion’s face screwed up in rage and, with a hoof, she pushed the orange pony’s face into the ground while thrusting again with even more force. This time she did not just stop at one, ruthlessly plowing the mare hard enough to send them skidding across the now-slick crystal ground.

Starlight looked away, blushing, while Twilight had that look on her face that meant she was taking mental notes and analyzing every action with a critical eye, while Velvet’s smile grew and grew. “Oh, this is going to be fun.” She licked her lips, disturbing her daughter.

Twilight frowned. “Would you tone it down a little, mom? It's bad enough I have to be here the entire time…”

“Oh hush, darling. Let your old mother have a little fun. And if you get squeamish, chat with your little student.” Velvet said dismissively.

The pair of rutting ponies had made their way to the wall by then. Applejack had raised her hooves to brace against the wall while Chrysalis completely covered the smaller mare, relentlessly rutting her with reckless abandon, all the while yelling insults and snarling which AJ responded to with a dismissive snort or a short comeback.

As if rising to the challenge, Chrysalis’ cock seemed to have grown and, judging from the bulge in the apple farmer’s belly, it now occupied the entirety of her womb and then some, plowing all the way through and pressing against the very back of it. The force of her thrusts must have been quite painful, but the mare showed none of that, merely moaning in pleasure with each powerful thrust.

In time she even began thrusting back, teasing the changeling queen all the while, saying things like. “I almost felt that one.” And. “I bet you couldn't buck a single apple, you overgrown tick.” Which had exactly the effect she had hoped.

Each time the queen’s rage met a new level she bit the mare’s neck in a new place and pumped even more aphrodisiac into her veins. Her thrusts grew harder, faster, and her insults less intelligible until it was little more than a snarling, teeth-gnashing nonsense.

By now the queen had poured so much strength into every thrust that even despite AJ’s earth pony strength, she was still being lifted off the ground and rendered temporarily airborne from the sheer power.

Twilight hadn't been paying attention, but she was pretty sure the orange mare had already cum two or three times by now and, judging from the way she arched her back and cried her brother’s name, she was in the middle of another mind-blowing orgasm.

Even Twilight blushed at that one. She had known about Applejack’s relations, but to hear her cry her own brother’s name while in the throws of ecstasy... it was… pretty damn hot. The alicorn reluctantly worked her hoof in slow circles around her cunt, teasing her aching hole before diving in.

Starlight had a little more restraint and merely balked at the sheer amount Applejack had cut loose. Her hooves remained firmly against the ground despite the odd heat blooming between her back legs.

Velvet had less restraint than both other mares and grinned from ear to ear, lying on her back with one hoof in her cunt. “Fucking hell she is hot, I take back everything I said about that mare. I’d eat her pussy any day of the week.”

Twilight withdrew her hoof in shock. “Mom!”

“What? That mare sure knows how to take a dick, so unlike your father.” She added with a hint of disappointment.

Twilight put her hooves over her ears. “Lalalala, I’m not hearing this.”

The changeling and the Earth pony were unaware of any of this as they were locked in a kiss that bordered on an act of violence. Their muzzles were crammed together, their tongues wrestling for control as both pony and changeling alike fought for dominance.

Applejack grinned and flexed her powerful neck muscles, pushing the changeling back and knocking her off balance. Taking advantage of the moment of weakness, she thrust her tongue forward and pressed the changeling’s tongue down in a show of control. Chrysalis wasn't done yet and, with a smirk, her fangs suddenly grew back, jabbing the earth mare’s tongue hard enough to draw back and force her away from the violent kiss.

AJ ran her tongue along her hoof, noting the blood. Instead of flinching or getting angry, she merely licked it up and grinned at the stallion.

“Oh, I am keeping you.” Chryslys said with her trademark smirk.

“Not if you keep me waiting any longer. I want those foals you promised me, mister.” She grimaced slightly as the changeling thrust a little harder than before, catching her off-guard.

“So you think you can handle it all, do you?”

“Bring it on, you slightly less ugly grasshopper.” Applejack matched the mare’s intense look with one equally as confident.

“As you wish.” The changeling smiled and thrust one last time.

Applejack frowned; that was a little anticlimactic. She was just about to experience another orgasm before the changeling stopped thrusting. “Hoo doggy!”

The sudden eruption of cum directly into the mare’s womb made her eyes bulge in shock and her head to swivel down, staring in horror at her already growing stomach. The massive flared head was easily visible through her skin, though even than despite its huge size it nearly instantly disappeared, swallowed up by the seemingly endless tide of cum that rushed to fill every inch of her with potent earth pony sperm.

Twilight used the moment of distraction to discreetly scan the earth pony’s womb. Once complete she nodded, a smile spreading across her previously tense face. “Three healthy earth pony foals, no trace of changeling genes. I guess they really do take on every facet of the pony they are imitating, right down to the very genetic structure of their sperm. Fascinating.”

Starlight’s face twisted in thought. “Yeah but doesn't that stallion look, I don't know, familiar?”

“Yeah, he kinda does…”

Applejack’s mouth hung open in a wordless cry of pleasure. Each spurt of the stallion’s member had pushed her closer to another orgasm until a particularly powerful jet pushed her over the edge.

Chrysalis pulled the smaller mare into a tight embrace, relishing every twitch and moan from her mate. The changeling knew she had knocked the pony up, her innate magic ensuring she had knocked the mare up with exactly three foals. That felt good. Despite the low number, it was a start and she knew that it was only a matter of time before the mare grew more malleable able to take larger clutches.

Above even the feeling of successful insemination, she was also a worthy broodmare and she had much planning to do before she could truly break the ironclad mare. She reached her hoof low and in ran it across her brood mare’s cum-filled body. It shook and sloshed beneath her touch, warming her disguised hooves. Her eyes lit up at the feeling; she had dumped more into the mare than she had intended! If she didn't hold back next time she might have to take a break before inseminating the rest of her new slaves.

She shook the thought away. She would merely conserve more next time, this slut had earned every drop she had given her.

Applejack let out one final moan, enjoying the sight of her bulging stomach that already looked as though she were ready to burst with triplets. The sight alone felt amazing, but knowing she was able to continue the apple family line with three new members felt even better. Though even that paled before the feeling of being so completely and utterly full. She doubted this was going to be the last time she used Twilight’s pet changeling.

With regret, the disguised changeling took a step back, pulling her softening cock out of the mare’s hole. Before the still mostly-hard head could pull out, Chrysalis groaned and shifted, her equine anatomy shifting slightly as she forced the end of her cock to excrete a wax seal of changeling gel.

With that complete, she finished pulling out and stepped back, panting all the while. “Drone! Take this one down to the breeding chambers and secure her close to the door. I want to use her again later.”

On cue, a poorly disguised royal guard, clad in a cheap plastic meant to make him look like a changeling drone, ran into the room and grabbed Applejack and began to pull her back out. The earth pony only made a weak attempt at helping the guard pull her out. Feeling had left her back legs and the changeling venom blurred her vision. However, just as she was about to leave, she cast a glance over her shoulder at the still-disguised changeling.

Instantly her eyes went wide. That's why he's so familiar! “Great grandpa mouldy apple? Oh stars above, I’m going straight to pony hell for this one…” Then, before she could regret her accidently sort of incestious relationship, she was pulled from the room and vanished down the hall.

Twilight blushed. “Oh my, that explains a lot.”

“You don't suppose this would cause any problems, do you?” Starlight asked.

“We will have to wait and see, I guess.” Twilight replied, though the sudden stop of the rhythmic shlicking sound coming from her mother made her stop and stare.

Her own mother was shuddering in pleasure, a hoof deep in her cunt and biting her lip as her back legs trembled.

“Oh my god, mom! Really?”

Starlight blocked the mare from sight with a hoof and turned away with a blush.

With a deep sigh, Velvet sprawled on her back and breathed a sigh of relief, her hoof falling out of her cunt with a wet shlick. “Oh yeah, that was the hottest fucking thing since I fucked the hoofball team of ‘98.”

“Shining was playing that year!” Twilight blanched.

“Oh, I remember. That boy had quite the tackle.” Velvet sighed in contentment.

“It seems as though someone was enjoying themselves perhaps a bit too much.” The now-undisguised queen commented, frowning in disgust. “Perhaps I should teach you a-”

She was cut off as Twilight’s magic flared to life and she found herself forced to stare the alicorn in her glowing eyes. Instantly her limbs slacked and she returned to her dormant state once more.

“Oh, and it was just getting interesting.” Velvet got back to her hooves and shot her daughter a dirty look.

Twilight just sighed. “What should I tell Chrysalis to do, mom? You never said who you wanted the father to be…”

“Oh that? Tell her to become Sunset Surprise and not to be so gentle, I wanna feel this for a week.”

Twilight blinked twice. “Sunset Surprise? You mean the multimillionaire ceo of Sunset Sarsaparilla bottling company? Mother, are you seriously making me an accomplice to your newest scam?”

Velvet let out a ragged breath. “Are you seriously lecturing me on ethics, miss ‘tie up and torture a changeling and force her knock up my friends oh and steal one of her young for the point of supplanting her as the new queen’?”

Twilight withered and tapped her forehooves together nervously. “Well, when you put it like that, it doesn't sound very nice.”

“It's okay dear, just help your old mom out and she will ensure this stays away from the press. They wouldn't understand the important work you’re doing here.”

“Are you blackmailing me?”

Velvet sighed and cupped her daughter’s chin in her hoof. “Just let me have this.”

“Fine, but I get thirty percent of whatever you get from settling the ensuing legal case!”

“Twenty-five percent.”

“Done.”

The two mares shook hooves while Starlight frowned. She wasn't new to evil, but this seemed like a fresh layer of evil outside her norm.

Turning back to the still-vacant looking Chrysalis, Twilight’s eyes began to swirl and glow once more. “You will transform into Sunset Surprise and knock my mother up with…”

“Twins.” Velvet added quickly.

“Twins. You will fuck her as roughly as you want. Reactivate.” Twilight commanded.

The queen’s eyes lit back up and in a flash of green, she was a tall, lean unicorn stallion with mint green hair and grey fur. She looked down at the still sprawled out Velvet. “I see someone enjoyed the show. If I know all of Twilight’s friends and family were sluts, I would have abducted you a long time ago.” Twilight just rolled her eyes, which made the queen cackle louder. “I wonder if the rest of your friends and family are this insatiable. I would be able to rebuild my hive in a matter of months if I had all six sluts half as horny as your orange friend.”

Velvet scootched closer to the queen and held up her bonds that she could have easily broken if she wanted.

“Oh? I like where this is going. I will free your legs, but if you reach to free your horn, I will end you.” Her eyes narrowed dangerously. “Understood?”

Velvet nodded and grinned eagerly.

“Good.” With a flick of her magic, the bonds around the older mare’s legs vanished.

She stretched briefly, rubbing the places where the bindings were and assuring the pain until it finally vanished completely.

The queen grinned. “Now, first you shall kneel, I want my cock properly... hey, what are you-?”

The older mare suddenly pounced on the disguised queen, knocking her on her back before her horn could even light up in defence. Though rather than going for the throat as the queen would have guessed, the older mare simply straddled the stallion with a triumphant grin on her still ‘gagged’ lips.

“You will pay for this... wait, what are you doing?” The queen looked up at the mare, the offensive spell she had been readying slowly dying.

Velvet ignored her completely and planted a hoof on the stallion’s chest, keeping him down while she got to work. Despite her magic still being ‘locked’, she had more than enough experience guiding cocks into her greedy hole to do so with ease.

With a wet slurp, her well-loved cunt had already swallowed up the stallion’s considerable size with ease, somehow managing to plow right through what little resistance there was blocking her womb. “By the first mother, I was hard and you didn't even slow down! You’re an animal!” Her grin turned more perverted and she laughed. “I love it. You are my kind of pony!”

Velvet smirked, grinning with the pride of a talented slut. She had her new ‘stallion’ right where she wanted him and she wasn't just going to sit here, enjoying her well-earned praise all night. First thing she did was readjust her hooves so they at least partly rested on the stallion’s joints, ensuring that she could quickly crush any attempts at removing her from her favored position.

Next she lifted herself from the huge cock and slammed back down. The power and dominance of the act would have been enough to make the queen fight back normally, but there was something different about this mare. Maybe it was her age, or maybe it was due to the fact that she was her nemesis’ mother, or perhaps it was the sensation of her abnormally large teats resting against his stomach.

Whatever it was, she had no desire to fight the pony. In fact, she didn't want to do anything at all, other than lie back and enjoy the show.

Noticing her partner’s muscles had gone loose and relaxed, Velvet eased up her pressure and reoriented her hooves to get better leverage, which in turn allowed her to go faster, thrust harder and positively slam her pelvis down against her lover’s in an almost violent way.

Twilight winced and forced herself to look away from the scene of her mother and old enemy going at it like a pair of rabbits. When she turned, she noticed Starlight had done the same, though she wore a huge blush and peeked every few seconds only to look away once again.

“Sorry about my mom, she's always been…” Twilight waved a hoof, trying to find a nice way of saying ‘fucking weird’.

“Odd?” Starlight offered.

Twilight shrugged. “Yeah, that's good enough.”

“That's fine, I’ve done and seen worse. I must ask though, is it all for some sort of a scam, or is she like us and barren?”

Twilight’s anger dissipated somewhat, replaced by… greif? Starlight couldn't quite tell. “Actually, she's barren for the same reason we are.”

“You mean she came into powerful world-altering magics? No offence, but she doesn't look that strong a caster.”

Twilight winced. “Now, I want you to know this is by no means an ego thing before I explain it.” Starlight nodded. “Well, you see, when a gifted unicorn with an enormous internal mana pool is conceived, they began casting spells at an extremely early age... like, in the womb early.”

Starlight gasped, and not just because the pair of ponies still in mid coitus had engaged in what appeared to be a wrestling match of some kind. Though the queen was larger, Velvet was tenacious and never gave an inch, refusing to submit and holding the larger being down. However, it did seem like the queen wasn't exactly throwing everything into the little competition.

“Well I suppose that explains that. What I’m more confused about now is why Chrysalis seems so into her.”

Twilight snorted. “If I had to guess, the queen has only ever had unwilling partners or engaged in intercourse while disguised so she has never done…” The alicorn gestured to the disturbing display of twisted affection going on before her. “This before.”

Chrysalis was in heaven. This strange feeling she had been experiencing was so foreign, so new, that she didn't even have a word for it. If she did, she would know that it was the feeling of subservience and probably would have reacted poorly. But as it stood, she wasn't quite sure what was going on, but she didn't care.

It felt good, the way the older mare rocked back and forth on her cock before pulling back up and slamming back down, it was beyond what words could describe. The way Velvet seemed to know instinctively how large Chrysalis’s disguised cock is was something she hadn't seen before. Every time the mare pulled back, she managed to slip all but the tip out of her tight yet malleable cunt, teasing the changeling just enough before slamming back down.

The cool air running across her slick member sent a shiver up her spine every time she felt the air’s caress and left her waiting for the soft feeling of security that came when she was back inside her lover, which was another odd thing. Chrysalis had, somewhere along the lines, grown attached to the older mare and, despite the fact that she wasn't going to do anything too rash like release her, she still had an odd desire to treat her better than the other glorified egg sacks.

She shook the thought away just in time to witness the mare’s newest trick, in which the walls of her cunt suddenly clamped down on her cock and seemed to milk it for no more than two seconds before lifting herself back up and slamming back down.

Lift, slam, grind, squeeze, lift, slam.

It was one of the best techniques she had ever felt and, coupled with the strange feeling brewing in her chest, she was quickly reaching orgasm. “Oh no.” The disguised stallion whispered.

Velvet seemed to notice and, without slowing her pace, eyed the stallion curiously, as if going to ask what was wrong.

“Nothing, my pet, nothing. I just thought about a part of my master plan that needs revising.” She answered hastily.

Velvet merely shrugged and kept up her frantic pace, but after noticing the queen’s gaze was fixed directly on her, she smirked. Making sure to never slow or deviate from her tried and true cock milking tactic, she moaned seductively and ran a hoof down her chest, guiding the changeling’s eyes to her crotch and finally her fat tits.

The changeling bit her lip and tried to think of something else - she wouldn't show weakness to this mere pony! Especially considering the mare hadn't even cum yet. She was not so weak as to fail in the face of such a weakling!

The changeling reached up and gripped the mare’s waist tightly, possessively. She planted her back hooves firmly and stopped the mare’s routine in its tracks by thrusting up into her instead of lying passively. She delivered only a short, quick bite to the mare’s midsection, injecting just enough venom to ensure the mare was ovulating, though she didn't have the concentration to ensure she got the dosage right, all of which was done to disguise the changeling queen frantically chewing on her lip and muttering to herself.

“Algebra, fireplaces, mud, chitin rot, getting stabbed.” Ahh that was what she was looking for, her orgasm slowly dissipated as she ran through a list of the worst things she could think of.

Velvet wasn't having any of that, however, and jammed her hoof into a spot on the stallion’s neck. Instantly the changeling’s body fell loose like a puppet with its strings cut. The mare smirked victoriously, not noticing the changeling’s eyes suddenly going wide and a panicked expression spreading across her face.

No no no no no! The changeling thought.

Yes yes yes yes yes! The mare thought back.

With one last resounding thud, the changeling twitched and her cock erupted in a fountain of cum, directly into the mare’s womb. “What?”

Velvet twisted her head to the side and looked down at the huge pair of balls resting between her mate’s legs, both of which were pulsing with life and spraying her insides full of cum. She was so close!

The mare began to frantically bounce on the disguised changeling’s cock with a manic speed, all the while the bulge in her belly vanished beneath the sheer amount of cum pushed into her womb. Despite her best efforts, Chrysalis’s cock stopped twitching shortly thereafter, not even reaching half of what she had put into Applejack. Her cock was even more of a let down for the slutty old mare as it began to soften within seconds.

“No no no! You stupid bug, I was so close!” She slapped the still stock-still changeling across the face and was rewarded with a fresh blast of cum into her overfull womb.

However, that seemed to be the ‘stallion’s’ last hurrah as her cock became too flaccid to even use shortly thereafter. As the mare raised her hoof to strike the queen again, strength flowed into her limbs and she caught it with a much, much stronger limb.

“That is quite enough of that.” The queen announced firmly, pulling the mare’s hoof down and rebinding her limbs in a flash.

Velvet was ready to scream and had shout but in her haste, Chrysalis had rebinded the mare’s mouth with actual changeling resin this time, rendering her cries of rage little more than frantic, muffled noises.

Pulling out of the mare, the queen transformed back into her normal form and sealed up the entrance of the mare’s cunt, stopping the veritable flood of cum that had been getting squeezed out of her. The changeling stood quickly and coughed awkwardly. “Err, sorry about that, uh, Velvet.” The queen levitated her towards the door, opened it, and tossed the mare into the hall. “Make sure this one is comfortable!” She called out, not actually looking if her ‘drone’ got the message before slamming the door shut.

When she turned back to the two snickering mares still in the room, the changeling queen’s face became an oddly pinkish color. “Hey, it's not my fault, that Sunset whatever had eh, uh disease! Yes, a disease that made him cum too quickly and I accidently mimicked that as well.”

Starlight clamped her lips shut and stifled her giggle. Twilight, however, could not as her scan had revealed something quite amusing, funnier even than a changeling queen that suffered from premature ejaculation.

Her mother was pregnant with not three, not four, but six foals! At least two were unicorns but the rest she was pretty sure were changelings, something about her little move had stopped the queen from acting out her programming and muddling her innate magic. Well, at least her mother got what she wanted.

“Silence!” The queen cried.

Twilight stifled her giggles and forced her mind back to the task at hoof. Igniting her horn once more, the alicorn’s eyes swirled and glowed as she looked into the changelings eyes. There was only a brief moment of resistance and panic as the queen seemed to realize what was happening before falling slack and passive once more.

Twilight frowned, evidently the queen was catching on, if only subconsciously. She would have to enact all of her instructions at once in order to eliminate this problem.

“Err, Twilight, do you mind if I went last, alone?”

Twilight scratched her head. “I guess, but I cannot guarantee your safety if I’m not in the room. If something goes wrong or if she is able to override the control then who knows what could happen.”

“I accept responsibility, but I kind of want to be alone when we, err, do it.” Starlight blushed and looked away.

Twilight frowned but knew chances were slim of something going wrong. “Alright, but I’m going to be right outside. In case something happens just yell for me and I will be there in a flash, okay?”

Starlight nodded. “Thanks, Twilight.”

The alicorn smiled and leaned down to nuzzle her student, who happily responded in kind, grinning from ear to ear. After seperating once more, Twilight reignited her horn and gazed into the changeling’s eyes. “You will implant a proto queen egg inside me and then place me in the hall with the others, after that you will… transform into whatever Starlight mentions and knock her up with however many foals she says she doesn't want to be knocked up by.”

The alicorn grinned and turned to Starlight. “Is that alright? I figured than you could have your privacy.”

“That's perfect, Twilight, thank you.”

“Reactivate!”

With the command spoken, the changeling queen leapt into action. “I can wait no longer! Next I shall have you, princess! You will be the perfect host for my royal daughter!”

With a shove of her magic, Twilight found herself face first on the ground with limbs splayed in all directions. Pushing down the desire to panic, Twilight breathed deeply and readied herself for what was coming next.

Only, it didn't come. She glanced over her shoulder to see Chrysalis looking down at her, confused. “Why aren't you trying to escape, or lecture me about friendship or something?” She tossed aside the fake gag.

“Err... You will never get away with this, Chrysalis! The uh… power of friendship and harmony will save me!”

The changeling pouted. “That wasn't very heartfelt at all. What are you really planning?” The queen narrowed her eyes and lit her horn, forming an unknown spell.

“Wait!” The spell fizzled. “The truth is… You won.” Twilight hung her head in mock defeat. “Without my magic I can't do much of anything so I was hoping you would leave yourself open and I could remove this gunk from my horn.”

Chrysalis’ smile slowly grew. “Maybe you’re not as tactless as I first thought. After I am finished with your student, I’m going to come down to the dungeons and saw that pretty little horn off.” The queen leaned in closer to the alicorn, her wide smile spreading to the point that her fangs glinted in the light of the moon. “How does that sound, princess?”

Twilight gulped, this time the fear in her eyes was real, as even the thought of such a thing happening was disturbing in the extreme. “Please no, I’ll be good.”

“Good, you can start by lifting up that gorgeous ass of yours and guiding my fat cock into its new home.”

Twilight nodded and raised her ass, flicking her tail out of the way and reaching between her legs in order to line the changeling into her waiting pusy. The mare gulped at the sensation of her hooves caressing the huge organ. She was not as lucky as the others, as this was no normal pony dick, it was the engorged member of a true changeling queen. Its exterior was thick and leathery, lacking the gentle feeling of a normal cock. It also seemed more alive, for lack of a better word. It seemed well muscled and wasn't as hard either.

It felt like guiding a snake inside her more than a cock and, just when Twilight had almost lined it up perfectly against her moist lips, the changeling gripped her hips in both hooves and thrust hard. Twilight screamed as she felt the large organ spear through what meager resistance her tight cunt could put up.

Starlight winced at the sight, looking away and wishing she could cover her ears from the sound. Thankfully it didn't last long as the queen bit down hard on the alicorn’s shoulder, injecting her with the most potent shot of venom yet.

By the time Twilight had taken a breath to ready another scream, she felt the urge to do so wither and die. It still hurt, but it was growing duller by the second, overridden by the feeling of fullness.

“Oooooh.” Twilight moaned, her muscles slowly relaxing as the potent chemicals coursed through her veins.

“Feel better, slut?” Twilight couldn't help but nod. “Normally I would not waste my time ensuring you enjoyed this, but in order to complete the implanting, you need to want it. So enjoy it, as this is the only time I’m ever going to allow you the tiniest hint of pleasure!”

The queen’s words fell on deaf ears, the alicorn already lost on cloud nine from the feeling of fullness and pleasure that assaulted her without her mate even having to move.

Chrysalis grunted and mumbled to herself. “What a buzzkill.”

Shaking her head, the changeling queen pulled out an inch before stopping. Her cock pulsed and twitched and a large dollop of gel was deposited into the mare’s vagina, where it then began to spread out and seep into the walls of her pussy, becoming absorbed by the body and leaving behind a faint tingling sensation.

Over and over this process was repeated until the entirety of Twilight’s passage felt strange and almost numb. By the time the process was over, the mare was more than looking forward to the feeling of having the queen buried inside her once more. The aching emptiness left behind by the departure of the large organ was becoming more difficult to deal with every passing second.

With a quick thrust, the queen was again balls deep into the alicorn, her now partially empty balls slapping against the mare. Twilight couldn't help but moan at the feeling and, despite her trepidation, begin to want to be rutted by the queen, if for no other reason than to put out the fire that burned in her aching sex.

With a firm hoof, the queen pushed the pony’s face against the ground and sneered in disgust. “Be quiet, worm, and you had better pray you do not cum from this or else your horn won't be the only thing I saw off.” She pulled dangerously hard on the mare’s wings, tearing a hoof-full of feathers out and communicating her threat painfully clear.

Starlight winced at the sight and Twilight bit back tears. She knew dealing with the queen in such a way would lead to suffering, but she had to be willing for this all to work. Chrysalis seemed satisfied by this and settled back into the slow and agonizing process of implanting Twilight with the proto queen egg.

She adjusted her hips and, with a grunt she, slipped inside the mare’s womb. Twilight hardly seemed to notice this, the chemicals coursing through her rendering the feeling as little more than a slight pinch rather than the unbearable pain that it would have been.

Once inside, the changeling queen stood stock still while her body went to work. Her balls churned and pulsed, some deeper organ, hidden within her body churned and the large egg dropped into her balls. The queen bit her lip and tightened her grip on the alicorn beneath her. What came next would be hard: the egg needed to be developed for a while within the queen before being deposited in a host, which made it large and painful to insert.

With a grunt, the egg slipped into her cock and began traveling into the alicorn. “That's huge! Are you sure it's going to fit, Chrysalis?” Twilight asked, panic creeping into her voice.

“Be silent, worm! Yes, it will fit, your body has been adapted properly. Now, be silent and be still!” The queen commanded.

Twilight bit her lip and shut her eyes, feeling the enormous egg slowly push into her, forced along by the queen’s powerful muscles. At first it didn't seem like it would even be able to slip past the mare’s lips, but a twitch of her cock and suddenly it slipped all the way inside her. Twilight’s eyes went wide as she felt the foreign object push inside her and spread her far larger than what she thought possible. It had to be several inches across at its thickest point and the queen’s cock/ovipositor was still inside her, adding to that thickness.

Even then it didn't feel particularly painful, and what got Twilight’s attention more than the initial spike of pain was the strangeness of it all. It felt like what she imagined giving birth felt like, only in reverse, and the odd sensation of being stretched to her very limits and beyond was hard to describe. It was pleasurable, sure, but it also wasn't like anything Twilight had ever felt before. No cock, hoof, or anything else she had put inside her had quite made her feel that level of stretching before and she doubted anything besides the eventual birth of her proto queen would match that.

Slowly and steadily the egg traveled deeper and deeper, continuing its journey towards its new home within Twilight’s womb. At about the halfway point the changeling queen breathed a sigh of relief; it seemed as though whatever pain she had been bearing had been lifted and her body had grown used to the sensation. Twilight, however, was a different story.As it got deeper, the pain became worse, until even the potent cocktail of chemicals still coursing through her was not enough to hold it back.

She bit her lip, tried to think happy thoughts, anything to keep the pain and Chrysalis’ wrath at bay. She wasn't sure which was worse in the end, the feeling of the egg traveling close to her womb or the threat of whatever torture Chrysalis might do to her if she screamed. Sure, she could use her hypnosis, but from this close it would be difficult and Twilight knew just how much damage the queen could cause before Twilight got back into control.

Summoning up every last bit of determination, Twilight bit down her pain and waited for the end. The queen did not seem eager to end the alicorn’s suffering, but even than she could not slow her body from acting on instinct and soon the egg was at the entrance of her womb.

She wished she could go back to how it was a minute ago. Despite how disgusting it was to be fucked by the queen, Twilight was almost nostalgic for the chemically-induced pleasure.

The queen leaned down and nipped the alicorn’s ear. “This will not be over quickly. Scream and I will end you. Understood, worm?”

Twilight nodded and silently regretted not casting a pain reduction spell and, though she was tempted to try, she thought better of it. Painfully slowly, the egg pushed deeper, its girth forcing Twilight’s womb far wider than ever before and even wider still than she had ever desired to be stretched. The pain was unbearable and, through the haze of misery, Twilight was now immensely thankful for the numbing agent Chrysalis had supplied, or else she doubted she would even be conscious right now.

Her teeth dug into her flesh, her lips split and bled, but the alicorn did not cry out. After what felt like an eternity, it inched deeper and, though the pain only grew worse, Twilight was ready for it. She could feel she was already at the midway point, and it wouldn't be long now before it passed into her womb and the pain would finally cease.

With a few more twitches of the changeling’s cock, the egg slipped inside. With that part over, the alicorn nearly passed out from relief, but was held firm in the queen’s grip. Seconds later she felt the egg slip from the queen’s cock and land with a plunk in her womb. Twilight had assumed it would feel… different, more like a chicken egg, but it was soft, gooey and it clung to the walls of her womb with a desperate intensity. A moment later it seemed to have adhered to the spot as even the removal of the changeling’s cock did not move it.

The queen didn't pull out far however, the edge of her cock still just barely outside the mare’s destroyed womb. The odd appendage pulsed and shifted once more and the queen drew oddly tense. Before Twilight could ask what was going on she felt the first wave of the changeling’s orgasm flood into her womb.

Twilight bit back the question on her lips in fear of angering the queen, and guessed she was leaving behind emotional energy for the egg as well as padding to ensure it was not harmed. She grew more worried by the second as the first spurt was not the jerking motion of a pony orgasm but the first shot in a seemingly endless spray of liquid.

The queen seemed to enjoy this part however, even letting her long thin tongue loll from her mouth while the rest of her body twitched and shook every few seconds. Her stomach had already grown slightly from the implantation of the egg, but now even that was covered up by the flood of changeling goo filling her womb to the brim, all held in tight by the queen’s flared head that ensured that nothing slipped out.

Twilight twisted her head down and watched with horror as her belly grew and grew until it touched the ground and continued to bloat. Finally, when her broken body could take no more, the stream slowed to a trickle and then, finally, stopped completely.

With a quiet sigh, the queen murmured something before her cock twitched and shifted again. This time there was nothing being inserted into her womb, but instead a hard, gel-like substance was forced into the very entrance of it where it quickly hardened. This ensured nothing would escape and would encourage the healing process to ensure the proto queen would get all the protection it could.

The sensation was odd, but Twilight didn't have long to ponder it as the queen roughly pulled herself out of her cunt and picked the mare up. “I will be down in a few minutes after the numbing wears off in order to rape the rest of your holes. Until then, don't try anything stupid like removing the egg, as it’s attached to you now and you will sooner rip out your uterus than remove the egg.”

With a flash of green, the alicorn was hoisted off the ground and tossed through the open door.

“What the-” was all the still-perplexed mare could say before she was roughly deposited into the hall outside, her enormous belly sloshing audibly as she landed in a heap. “Ow…” She rubbed her sore belly with a hoof and waved off the attentive guard’s questioning look.

“We will remain outside this door. Starlight is alone for now, but should she need me, she will call. Until then remain at the ready, Silent Night.” Twilight commanded, her tone marred somewhat by the still audible slosh of changeling jelly in her womb.

Inside, the changeling queen walked around the last of her bound captives, eyeing her up and down. “Too narrow of hips to be a broodmare, too strong to simply enslave… What in Equestria am I going to do with you? Maybe I should just reduce you to a pleasure hole and wear you around like an oversized cock sock.” The queen smirked and ripped off the fake gag on her captive’s mouth. “What do you think, worm? Would you make a good cock warmer?”

The unicorn cowered beneath the huge queen, not out of fear, of course, but rather she didn't want the changeling to see the huge grin on her face or see the hint of arousal threatening to overtake her features. “Please, don't do that and please whatever you do, don't turn into Twilight Sparkle with a dick and impregnate me with five foals.”

“So the prodigal student fears being raped by her teacher. How delicious.” The queen ran her tongue over her lips dramatically.

Starlight would have to thank Twilight for turning down the queen’s intelligence and turning up her campiness because she doubted Chrysalis would actually be so easy to fool. The queen walked closer, her form slowly shifting from her natural black to the purple of the princess of friendship.

With a rough hoof, the queen shoved the unicorn onto her side and then swiftly removed her restraints. “Why stop at five though? Why not six, or seven or nine?”

Starlight blanched. She was mentally prepared to carry five squirming foals inside her, but that was far too many. “Nine?! I do not want nine foals in me!”

The queen grinned in victory, and, for a split second, realization spread across Starlight’s face. “I do not want to be-” Starlight’s attempt to remedy her mistake was stopped by the splat of changeling resin covering her muzzle. A second later a large dollop landed on her horn, stopping all attempts at fixing her mistake.

“Ah ah ah, you may have messed with my head, but that doesn't mean I can't still have a little fun.” The queen’s trademark smirk spread across her face and, with a flash of her horn and a few well placed globs of changeling resin, the mare’s limbs were spread wide and glued to the floor.

“I can't deny every bit of your programming, but that doesn't mean I can't enjoy myself.” The queen leaned in and lifted the edges of the unicorn’s face, forcing her to smile. “Don't pout, little pony, I am still going to knock you up with your teacher’s foals, so don't you worry your pretty little face.”

Starlight caught a glimpse of the green light emanating from between the disguised changling’s back legs, but she couldn't see what about her anatomy she had changed… until she felt something hard press against both of her holes. Her eyes went wide as realization dawned on her.

“Mmph mph! Mmm!” The mare screamed through her quite real gag.

“Don't waste your breath. You’re going to need it for what comes next.”

True to her word, the queen reared back and plunged her dual cocks into the mare brutally, squeezing a tortured scream from her Starlight’s that came out as little more than a strangled muffle. Despite the force of the thrust, the queen couldn't get far - the mare was simply not lubed up enough to allow more, which was where brutality and alicorn muscle came into play.

The queen mercillesly ripped her cock out of the mare’s holes and wound up for another thrust, slamming her hips forward with enough strength to lift the mare off the ground. Starlight thrashed and shook, trying to break out of the cement-like bindings that held her fast. Chrysalis moaned, ignoring the mare’s scrambling hooves and ran a hoof across the bulge in the mare’s stomach that her cocks made.

“I love it when they fight back. Much better than when they break and just lie there.”

The queen pulled out a few inches only to slam back into her fuck toy, lifting her from the ground once more and driving even more of the changeling’s cocks into her. Her stomach visibly bulged from the continued assault, growing to a disturbing size despite the fact the queen hadn't even orgasmed yet. Something told the unicorn that the cocks jammed into her ravaged holes were growing larger by the minute.

The queen’s cocks stopped their assault long enough to shoot a powerful jet of liquid into the mare. Initially Starlight breathed a sigh of relief, believing that she was finally getting at least a little bit of lubricant, but that idea faded quickly. Instead of sticking around, the liquid seeped into her body completely and, though it seemed to stop the feeling that she was being torn apart, it didn't help the pain or made the queen’s attack much easier to take.

Driving her hips forward again and again, Chrysalis eventually managed to ram through the feeling the painful tightness of the mare’s pussy and ass until her stomach bulged obscenely and one of her cocks was getting dangerously close to the mare’s cervix. Starlight continued to thrash around despite knowing how futile the act was - she couldn't give up, couldn't let the queen win without at least trying.

Her resistance was broken completely when the changeling’s hips surged forward one last time, violating her womb and stuffing every last inch of cock the queen had at her disposal into the mare’s now ruined holes.

The mare’s body was now completely held aloft by the queen’s cocks, her limbs slack and eyes wide as she silently screamed. Chrysalis didn't notice or care and continued pounding into the mare with complete abandon, desperate to shove every last millimeter of cock into her unwilling partner. Only when she had finally managed to stuff herself completely inside Starlight did she slow, taking a short break and catching her breath.

“You are incredibly tight. I should have started with you.” The queen tapped her chin thoughtfully. “On a second thought, it's a good idea I saved you for last or else I might not have had cum left for any of those other sluts. Prepare yourself, my pet, because I am going to fill you until I’m empty or you burst.”

Chrysalis laughed while pulling her hips back and thrusting in once more. This time she did not slow, did not stop, her prey had been stretched enough, and after a few more brutal thrusts, Starlight’s holes were loose enough that the queen could pick up speed. Hips connected over and over and over, the speed of which only built higher over time until the only sound was the constant slap of their bodies meeting and the queen’s massive balls slapping into the mare’s ass.

So large and heavy was the disguised changeling’s sack that Starlight felt the spot they impacted growing painful and sensitive, bruises no doubt forming where the enormous organ impacted against her body. The rest of her body felt stretched, distended, and everytime Starlight dared to look down at herself, she could see the distinct shape of the changeling’s cocks as her body stretched and slacked as they were shoved in and out of her. She was pretty sure she would never be tight again and regretted not working up to the Twilight level dildo she kept under her bed.

Minutes blended together and, eventually, the pain slowly bled away until it was little more than background noise, hardly noticeable behind the slowly building pleasure. The changeling queen’s twin members had stopped growing sometime in the haze of pleasure and pain and when Starlight looked down again she had to pull a double take.

She was huge! Her body had been warped in the extreme and her holes ruined far worse than she thought possible. Every thrust made the massive imprint of the cock clearly visible through her skin, and if Starlight’s guess was correct, Chrysalis had grown nearly four inches wide. The sheer amount of stretching her body was forced to undergo was extreme and Starlight silently concluded that the queen’s magic was no doubt at work, as there should be no way such a thing should be possible.

By now, the queen’s pace had increased to the point that by the time Starlight’s addled mind realized she had been stuffed full once more, Chrysalis had already pulled out and begun filling her again. The speed, the power, the utter domination, and now finally the absence of pain: it was perfect.

Starlight moaned her teacher’s name, staring up into the disguised changeling’s eyes and imagining it was actually Twilight that was filling her. She only lamented the fact that she had gone over Twilight’s head for a moment before the feeling of the changeling’s cock ramming back into her womb washed that away. Her teacher was talented, but she was not as good at biomancy as a changeling, and even then if she was, she didn't have the queen’s magic and couldn't reverse her own infertility.

Even the knowledge that she was going to have nine squirming foals inside her didn't dissuade her from the pleasure, Starlight having accepted the futility by then and merely enjoying the thought of having her belly swell to enormous sizes as nine of Twilight’s foals filled every inch of her body.

The mare came, not from anything the queen had done but from the fact that she was about to be carrying nine of Twilight’s foals inside her. Her womb would be forced to grow as Twilight’s progeny turned her into a broodmare of epic proportions. Starlight knew they would be practically Twilight’s as well, since like with all of the queen’s changes, the sperm would be reproduced perfectly, even if Twilight didn't naturally have that particular cell.

She clamped her eyes shut and imagined her and Twilight laying next to a fire, the alicorn’s hooves on the mare’s massive stomach rubbing slowly, while the two nuzzled softly and exchanged quiet words of love and appreciation. Unfortunately, that pleasant thought had to end as Chrysalis just had to open her mouth and ruin it.

“I knew you would come around eventually, but cumming so soon, and before me no less… For shame, pet, for shame.” Starlight rolled her eyes, silently fuming that her pleasant idea was gone. “I better follow suit then, I wouldn't want you enjoying this too much and losing that feisty nature I so love.”

Starlight felt the powerful, forceful thrusts return with a vengeance, each one lifting her off the ground and holding her aloft. Her entire body weight briefly held up by the changeling’s cocks was a strange but arousing feeling, and Starlight couldn't help but imagine what it would feel like to become the queen’s dedicated cock sock, to be constantly wrapped around those twin members as the queen went about her day. No, not around her cocks, but Twilight’s. Now that was a thought worth holding onto.

And so she did, all while the queen taunted her and used her body she imagined what it would be like to serve her teacher in such an intimate way. To be paraded around town, held aloft on the alicorn’s cocks, to be shown off like a particularly fashionable pair of socks, and for everyone to know Twilight had claimed her like the queen was doing this very moment.

The sharp smack of a hoof meeting her face brought her back to reality, making her eyes open to stare into the queen’s anger filled orbs. “Look at me when I’m talking to you, worm!”

Starlight reluctantly complied, stowing her last imagined scene down, remembering it for later.

“Yes, now watch as I fill your body to its breaking point!”

The queen threw her head back and grinned, revealing her fang filled mouth in all its twisted glory. Her thrusts never slowed, even when her cocks twitched, or when her balls began to churn. Even when Starlight felt the first wave of cum the queen did not stop, not even slowing until the first jet shot into the mare’s body.

Instantly, Starlight felt her already-warped body begin to shift, the sheer amount of cum distending her belly as her womb and intestines were beginning to be filled. The second shot of cum was even bigger from the first, and the changeling queen threw back her head again and moaned when she felt it erupt from her cock. Every blast of cum distended her stomach a noticeable amount, to the point that she could hear it splash into her insides.

Starlight wanted to just lie there and revel in the pleasure, but she couldn't tear her eyes away from her body. The fact that it continued to grow larger and larger by the second was as terrifying as it was captivating.

Shot after shot was pumped into the mare, eventually making her stomach rise to the point that it pressed against the disguised queen’s belly. Rising onto her back hooves, the queen flapped her wings and used her magic to stay upright, allowing Starlight more room to grow.

And grow she did. Eventually it came to the point that her body began to revolt, the pangs of being stretched so wide so fast was nothing compared to feeling every inch of herself being filled with sperm.

Finally, when her stomach had grown to the point that she looked like she was about to give birth to triplets, it began to slow. Starlight would have breathed a sigh of relief, but for the moment, popping was still a very real threat, as despite slowing down, the cum still added to the already enormous amount inside her. She could hardly even see past her belly by now and silently begged whatever god or goddess that was listening to spare her.

As if on cue, the changeling’s seemingly endlessly-full balls began to lose steam and, within seconds, had finally ceased completely. Starlight let her head flop to the ground and a heavy sigh slip from her nose. She would live, altered though she was.

The queen’s magic was subtly at work the entire time and Starlight felt her womb and ass being plugged with changeling resin to ensure nothing would escape. And, sure enough, when the queen pulled out, not a single drop stained the crystal floor.

The changeling queen panted and fell to her knees briefly, exhausted more than she cared to admit. Chrysalis huffed, trying to regain her breath and stand up again. Slowly, the venerable queen rose to her hooves once more.

“So, you could handle it all. Impressive. Remind me when I break out of here to bring you with me. I bet you could make a fine broodmare after all, especially after you birth all nine of those foals I put inside you.” The changeling chuckled weakly and stumbled towards the door.

Her magic fumbled, unable to grip the door handle in its weakened state. Grumbling silently to herself, she reached out with a hoof and opened the door after discarding her disguise in a flash of green fire. “We are done here. Come collect your student.”

The first thing the queen saw was the predictable sight of the alicorn’s glowing and swirling eyes, and just like that, the queen’s consciousness was gone and the blank and empty expression returned to her face.

Twilight quickly trotted inside, finding her groaning student still glued to the floor. Twilight rolled her eyes at the sight and trotted over.

“I allowed you to program in a little danger. I didn't think you would take it this far.” Twilight commented wryly before ripping off the changeling resin wrapped around Starlight’s muzzle.

“At least give me a little credit, I didn't think she'd take it this far either.”

The alicorn discarded the rest of the glue stuck to the unicorn. “Was it worth it, at least?”

Starlight grinned at the sight of her enormous belly. “I don’t know yet. What does the scan say?”

Twilight lit her horn and scanned the mare’s body. “Wow, nine! You really went all out. Are you sure you can handle that?”

Starlight laughed awkwardly. “Heh yeah about that, turns out I let her be a bit too smart and she tricked me into saying a higher number than what I originally intended. But don't worry, I can handle it.”

Twilight frowned and lifted Starlight to her hooves, which only just barely were able to reach past her distended belly. “Well, if you’re sure. Don't hesitate to ask for help from me or our friends.”

Starlight took a tentative step forward and smiled. “I will have to, there is no way I can take on nine little monsters by myself, but…” the unicorn leaned against the alicorn. “With you there, I have no doubt that we could.”

Author's Note

Edited by the everwonderful Pahnazd

Join me over on patreon and get instant access to exclusive content and early looks at new stories, patreon only stories and other great stuff! Check it out now and snag a discount commission slot among other goodies!
Or just join the discord to ensure that you dont miss an update. https://discord.gg/6NCNYzt