A Guiding Flare

by Some Leech

Rating: mature
Tags: Stellar Flare, My Little Pony: Friendship is Magic, Comedy, Porn, Sex, Queen Chrysalis
Length: 4033

Queen Chrysalis finds shelter in the unlikeliest of places...

Queen Chrysalis, after having been thwarted by ponies time and time again in her plans to conquer Equestria, is, to put it mildly, not doing so well. Her forces have been reformed, her kingdom has been overtaken by overly friendly simpletons, and on the verge of starvation, the changeling queen goes seeking refuge to rebuild her strength and concoct a plan to reap vengeance upon those who have wronged her. Stumbling upon a village to the north of Canterlot, she finds shelter in the home of a rather curious and headstrong mare.

Kinks include: Female/Female, Oral, Teasing, Copious Amounts of Questionable Juices, and Existential Crisis Causing Orgasms.

This is a collaborative project with Hatter's Lye, a wonderful artist who made an animation to accompany this fic! You can find his stuff on Derpibooru. I can't post a link to it because it's NSFW but please go check out his stuff, it's all pretty awesome!

Cover art by: Pusspuss

Published 2018-07-24 22:20:01 UTC
Last updated 2018-07-24 22:20:01 UTC

To Guide the Way

“Blithering simpletons,” Chrysalis grumbled, kicking a fallen tree limb in agitation.

The overwhelming majority of her hive had been reformed and were now under the leadership of the treacherous grub Thorax. Having been stymied multiple times, and with her forces now colorful friendly sniveling insects, she was left wholly to her own devices. Without a home to return to, the queen wandered north, away from most of the major pony settlements. She’d stumbled upon a stray pony here or there, feeding upon them to sustain herself, but only just. The past few days had been particularly trying; with the lack of prey and particularly foul weather, Chrysalis’s situation had continued its downward spiral. To make matters worse, between her rather abysmal track record of recent failed attempts to conquer Equestria, and borderline starvation, her mental faculties had begun to wane. The queen had found herself rambling incoherently as of late, talking to herself whilst in manic or depressive episodes with increasing frequency.

Stepping through the underbrush, a small branch slapped Chrysalis in the face as she continued on her wandering journey. “This is all Twilight’s fault,” she hissed, blasting the offending vegetation to ruin, “her and that infernal Starlight Glimmer.” The sudden expenditure of magical energy left the changeling woozy. She staggered a bit, her indomitable will and contempt for those that had wronged her being two of the only things she had left to push her forward. Vengeance would be hers, it was only a matter of time. Pressing onward, Chrysalis could make out the edge of the forest, the dim rays of evening light piercing the treeline signaling a respite from the seemingly endless wood.

Making her way to the clearing, the dethroned changeling matriarch spotted a small walled village in the distance. From the looks of it, it was slightly smaller than Ponyville. With any luck, she’d be able to feast upon several unsuspecting ponies to recoup some of her strength, possibly even ensorcel one of the pathetic creatures to gain comfortable lodging for a time. Chrysalis’s horn flared to life, cascading emerald energy over her frame as she assumed the form of a random pastel mare. She grit her teeth, the consumption of what little reserve of magic she had left her in a cold sweat.

“Just...have to...make it to town,” Chrysalis wheezed, loping towards the tiny town in the distance. On shaky legs, she lumbered onward, intent to reach her newfound destination. The changeling only made it a few dozen yards before her vision began to blur and distort. Her knees buckled, leaving the changeling to collapse to the grass below. She was only dimly aware of the sound of closing hooffalls as she blacked out, exhaustion and gross starvation overtaking her as she slipped unconscious.

~

The former queen of the changelings awoke in a panic, throwing off the blanket covering her before scrambling off the bed to crash down to the floor. Her mind raced, disorientation and fear overtaking her as she frantically scanned the surroundings. It appeared she was in somepony’s home, furniture and the normal accoutrements of a well lived in domicile surrounded her. Granted, she’d fully expected to find herself in a dungeon or prison cell, so the current situation was, by far, a pleasant surprise. Hearing movement in the other room, Chrysalis froze. She wasn’t sure if she could flee, let alone put up much of a fight, if her captor bore her any manner of ill intentions. The sound of hooves on hardwood flooring drew nearer, causing the changeling to gulp. A rather concerned looking orange colored mare peeked through the nearby doorway.

“Are you alright, Dear?” the pony asked, fixating on the disheveled changeling after noticing the blankets and pillows strewn about. She certainly hoped there was nothing wrong with her guest. Thought she’d read a bit on changelings, she’d never actually met one before. The creature, having been brought to her home after the villagers discovered her, was a fair bit taller than she was with a gnarled horn, jade carapace over her mid-section, and curious voids in her legs.

Chrysalis wasn’t sure how to react. There didn’t appear to be any animosity or derision on the pony’s face and, judging from her tone, her question was sincere. “I’m fine,” Chrysalis said, choosing her words carefully. “Where am I exactly?”

“Why, you’re in Sire’s Hollow,” the mare answered matter-of-factly, trotting over and extending a hoof in greeting. “I’m Stellar Flare, a member of this great little town’s Development Committee. And you are?” she continued, smiling cheerfully at her guest.

“I’m Chrysalis, queen of the changelings,” the matriarch declared, regally holding a hoof to her chest. Stellar’s eyes went wide at the proclamation. She winced, realizing that her hubris may have just doomed her. If the pony didn’t know who she was prior to her rather brazen admission, there was no question of who, and what, she was now. Curiously, the mare’s smile broadened and the pony gave a small curtsy.

“You’re majesty,” Stellar said reverently, dipping her head slightly at the changeling. “I had no idea you were royalty! I mean, I didn’t know if that crown was simply ornamental or a fashion statement,” she continued, gesturing to the little black coronet sitting on a nearby stool.

“Wait, you don’t know who I am?” Chrysalis blurted as her jaw nearly hit the floor.

Stellar shook her head. “I’m sorry, we don’t get many changelings up in these parts. Speaking of which, where’s your hive? Oh! Are you looking to expand to this area? I’m sure Sire’s Hollow would be a lovely place for your subjects!” the mare excitedly remarked, the prospect of bringing new business to the town invoking her entrepreneurial predilections.

“Sure, let’s go with that,” Chrysalis replied with a grin. She could scarcely believe that she’d happened across an entire village of painfully naive ponies. As the adrenaline surging through her body began to subside, a powerful malaise washed over her. Though her relief at the situation was overwhelming, she still felt incredibly weak.

Noticing her guest’s apparent discomfort, Stellar reached out and placed a hoof on the changeling’s shoulder. “Are you alright? Should I get a doctor?” she asked. Chrysalis had seemed more than a bit bedraggled when the villagers brought her into town. She couldn’t understand why royalty would be traveling alone, or by hoof for that matter, but perhaps it was customary for changelings.

“Just feeling a bit peckish,” Chrysalis wheezed, steadying herself on the bed. “Your husband wouldn’t be willing to help an older mare out would he?” she asked. As shameless as the question was, she was in desperate need of a good meal. Given how accommodating her host was, she could only hope the middle aged unicorn would provide further assistance.

“Why a stallion?” Stellar pressed, somewhat surprised at the specific request. While she’d hadn’t interacted with a changeling before, she was aware of their feeding habits. The insect-like equines were parasitic in nature, feasting on the love of other creatures to sustain themselves.

“Matter of preference I suppose,” Chrysalis weakly chuckled, wearily leering at the mare. Over her life, she’d discovered that stallions, being somewhat domineering by nature, were more suitable to her tastes. Changelings or no, males were typically drawn to her combination of delicate curves and commanding presence.

“Well, I hate to be the bearer of bad news, but I’m single,” Stellar huffed. Her relationship with her husband had ended many years ago, leaving her to raise her son, Sunburst, by herself. She simply didn’t have the time or energy to date while rearing a colt and working to support them both. After Sunburst had immigrated to the Crystal Empire, she’d tried her hoof with dating, but only with marginal success. Her relationship with her husband, when they were married, was a struggle, leaving her somewhat jaded towards stallions in general; this was compounded by the fact that Firelight, the stallion in charge of the Sire’s Hollow Preservation Society, had been a thorn in her side for years.

“Forgive me, I presumed that a distinguished mare, like yourself, would be happily married,” Chrysalis remarked. Stellar wasn’t an unattractive pony, a burnt orange coat covered her healthily filled out body. Her eyes, a light chartreuse, were bright and full of life, and she carried herself well. The only telltale signs of the unicorn’s age were the slightest traces of crows feet.

“I was, but that, unfortunately, was quite some time ago. Regardless, I don’t see why I couldn’t tend to your needs. As they say, beggars can’t be choosers,” Stellar smugly intoned. While she had appreciated the compliment, she felt somewhat slighted that her guest was insistent on having a stallion to feed upon.

“As tempting as your offer is, I doubt you’d be able to satisfy me darling. Mares just don’t quite have what it takes to meet my needs,” Chrysalis sighed. Feasting upon females, while not unbearable, simply wasn’t as gratifying as it was with males, they simply lacked the robust vitality of the opposite sex.

Stellar Flare scrunched her nose at the comment. She’d courted a number of mares since her divorce and, while they’d ultimately failed for one reason or another, she had never received one complaint in the bedroom. “Nonsense, I could do better than any stallion. Now, be a good guest and spread your legs for me,” she practically demanded.

“Excuse me?” the changeling queen bleated, utterly confused.

“You said I couldn’t satisfy you and I intend to prove otherwise,” the orange pony explained, stepping closer to the bed.

Chrysalis facehoofed. “You do realize that changelings don’t necessarily feed through sexual means, don’t you?” she grumbled. Really, for this pony to be so grossly misinformed about her species was appalling. While it was true that changelings could, and often did, gather energy from salacious acts, it wasn’t absolutely necessary. Often times, simply draining the non-corporeal love from a pony, or any other creature, through magical means was enough to sustain them.

Stellar paused, digesting the information for a moment. “Well, despite that fact, I still think I’d be more than enough to restore a fair share of your strength,” the mare chided.

“Even if I were to entertain the notion, I doubt it would make a difference. When it comes to carnal acts, nothing, and I mean nothing, can compare to a stallion. Now, be a good host and fetch me a nice virile stud,” Chrysalis mused, waving dismissively as she settled back down on the mattress to make herself comfortable.

Already somewhat irked by the changeling’s prior comments, Chrysalis’s flippant remark struck Stellar like a knife. “Oh, that’s quite alright Dear! Royalty or not, I’ve left better mares than you a quivering mess in the bedroom. Just come and find me when you’re ready for some actual satisfaction,” she cheerfully said, contemptuous sarcasm dripping from her words like a serpent’s venom. Her pride, and graciousness as a host, had been wounded by this frustratingly haughty insect, and Stellar would be damned to just lie down to be walked over like a doormat.

“Hah,” Chrysalis laughed arrogantly, “you think you, some mere unicorn, and an older one at that, would have the slightest chance in Tartarus of appeasing me?” She had to admit, the unicorn certainly looked determined.

“Age before beauty,” Stellar glibly commented, straightening her mane. “Not like you have much of either,” she added under her breath, just loud enough to reach the changeling’s ears. It was a calculated move, intended to evoke ire within the bug-horse. At best, she’d show her guest a thing or two; at worst, she’d simply flee and call for the guards.

“You dare,” Chrysalis growled, knitting her brow.

“Mmhmm,” Stellar hummed, trotting towards the door.

“Fine!” the changeling queen barked, causing the pony to come to a dead stop. “Feel free to lavish me as best you can. Though, I must warn you, don’t be too disappointed if you fail miserably,” she continued, shifting atop the bed while rolling to her side.

The queen couldn’t see it, but a smirk crept across the mare’s face. The unicorn had rescued this creature, brought her into her home, and she’d had the audacity to challenge her dominance. Stellar may have been a seasoned mare, but she was certainly no fool or slouch when it came to planning or gaining a tactical advantage. True, she was a bit ignorant to changelings but the orange pony was sure she’d be just fine.

Turning around, Stellar trotted back to the bed, watching as Chrysalis lazily rolled onto her back. As she drew closer, the changeling’s hind legs, both pointed skyward, parted to unabashedly expose her groin. It didn’t look dissimilar to a regular mare’s, but there were a few rather striking differences. The entrance looked about the same as any regular pony’s, swollen lips which were the same black color of the changeling’s hide, although the interior was a vivid green color. Where the labia minora would have been on a mare, sat a thick pulsating canal. The organ drooled a viscous fluid to the bed sheets as Chrysalis wiggled her rump invitingly.

“Afraid of a little bug juice, are we?” the changeling snickered, unknowingly pouring fuel on the fire and fortifying the unicorn’s resolve. She had, on rare occasion, fooled with the errant female in the bedroom before, but the experiences had always been lackluster. Chrysalis was a tyrannical creature, in and out of the bedchamber, and it was not uncommon for her to subjugate her partners with ease. If nothing else, this foray with the unicorn would amuse her and provide her with sustenance for the time being.

Easing herself onto the mattress, at the foot of the bed, Stellar crept up to the supine changeling. The two females’ eyes locked, their wills grappling. Stellar Flare, the shrewd business mare and meticulous schemer, against Chrysalis, changeling despot who’d nearly upended pony society on several occasions. Leaning forward, the unicorn gave the changeling’s loins a cautious sniff. The smell was only slightly musky with a note of something fruity, citrus perhaps.

“Don’t be scared, my little pony,” Chrysalis scoffed, pointing one forehoof at her face and smiling to reveal the rather imposing set of fangs therein, “this is the end that bites.”

Parting her lips, Stellar brought her muzzle forward. She closed her eyes as she licked the changeling’s netheres, drawing her tongue up the entire length of the insect’s opening. Interestingly, the flavor was reminiscent of limeade, sour and sweet. Curling her forelegs beneath her, the unicorn began to slowly caress Chrysalis’s snatch with her snout, content to start things at a rather relaxed pace.

“Hmmhmmhmm, a suitable warm up, at best,” the changeling matriarch chuckled. Enjoying the pony’s delicate ministrations. The act was quite relaxing, although oral could never stack up to penetrative sex. “Perhaps when we’re done with this little game, I’ll find a stallion who can really GUH…” she wheezed as an intense jolt of pleasure shot through her. Craning her neck and looking downward, Chrysalis noticed that the unicorn was delicately nibbling upon her swollen and sexually excited organ.

Noticing the immediate effect of her actions, and having drawn the changeling’s attention, Stellar wrapped her lips around the sensitive flesh, where the clit would be on a pony, and began to gently suckle upon it. Chrysalis’s orifice winked as a steady flow of lubricating secretions dribbled forth. The orange pony hummed, adding the resonations of her throat to heighten the stimulation she was applying. The queen moaned loudly, slumping backward onto the pillows as Stellar continued.

“Y...you’re quite good at that, I must admit,” Chrysalis stammered. The sexual act, while immensely pleasurable in and of itself, was already beginning to replenish her reserves of energy. Clearly, this went beyond something as paltry as a mere task for the pony. No, this was more akin to an art or passionate endeavor.

“Ssssssssh,” Stellar cooed, pausing momentarily to hiss at her partner while simultaneously breathing hot air to the creature’s nethers. Like any other undertaking in life, she’d devoted herself thoroughly to the study of cunnilingus before ever attempting it. Add to that, that she, unlike any stallion, knew exactly where the most sensitive areas were located and how best to engage them. The sighs of contentment and hastened breathing from above were a testament to her craft, cueing her to progress to the next stage of her act.

One of the unicorn’s forelegs crept forward, caressing her partner’s inner thigh. Stellar’s horn ignited, mystical energy flowing from it to massage and gently depress Chrysalis’s lower abdomen. If changelings were anything like ponies, the pressure would impel the creature towards an orgasm at an increased rate, the magically applied weight bearing down upon her reproductive organs.

Chrysalis squirmed as the sensations flew to greater heights, the combination of the pony licking her sex while massaging and rubbing her legs and belly was astounding. The pleasure was wholly singular in magnitude and of a variety she’d never quite experienced before. All of her past experiences where stallions or mares had orally serviced her were utterly eclipsed by what this little orange pony was doing. Her respirations increased and a sublime heat began to culminate within her, the telltale signs of reaching her peak.

Stellar was well aware that Chrysalis was about to cum and redoubled her efforts. Dipping her head slightly lower, the mare’s tongue crept within the changeling’s juicy opening, questing for the creature’s g-spot to push her over the edge. A sharp gasp from above told her all she needed to know, signalling her to fixate on the erogenous area. She could feel Chrysallis’s thighs tremble and body tense, the sweet sounds of the queen’s stifled enjoyment were a symphony to her ears.

The changeling queen screwed her eyes shut, biting her lip in a desperate attempt to withhold any sound that she was in pure bliss. It was bad enough that this audacious unicorn had made her cum, there was no way she’d give the mare the satisfaction of hearing her sounds of pleasure. Little did she know that the game was far from over.

The unicorn’s motions slowed but failed to halt completely. Stellar let her guest ride out her orgasm while continuing to tease and sensually caress her with hooves and magic. Just as the changeling’s heartbeat began to slow, she struck with all the ferocity of a seasoned killer. Her tongue was a flurry of movement as she dug one hoof into Chrysalis’s flank. The magical output from her horn nearly tripled, increasing the sorcerous pressure on the changeling’s abdomen while additionally tracing up and down the creature’s spine.

Chrysalis’s eyes flew open at the onslaught of sensations. It had been a trap, an expertly laid ploy to lure her into a false state of post coital relaxation, and her body was woefully unprepared for the assault. The initial orgasm was but the first impact of ecstasy, what followed was a seemingly endless cascade of bliss. Her mental faculties buckled as her body spasmed violently, her head and upper torso rolling over the side of the bed, one wing flitting over the edge, as she screamed to the heavens while wave after orgasmic wave surged through her. All she could to was grasp for Stellar’s head with her forehooves, never wanting the sensations to end as her bughood lewdly gushed and squirted upon the pony’s face. Her hind legs, still fully upturned, twitched like a dying insect’s. Never, in all her life, had Chrysalis experienced anything of this magnitude, nor had she thought such a thing was even possible. How could anything, let alone this unsuspecting mare, deliver rapture so overwhelming as to make her question things on an existential level. For the time being though, the most she could do was pray that her sanity was left intact after the ordeal.

A few moments passed and Stellar slowed, gulping down the remainder of the changeling’s nectar. Her guest was reduced to a drooling, senseless mass draped over the bed. She smiled with satisfaction at the broken creature. Chrysalis’s eyes were rolled to the back of her head, a thick trail of saliva crept down her face from her slackened jaw, and the mattress was positively drenched in rather colorful changeling ejaculate. There was no way in Tartarus this changeling, royalty or not, would question her guile again.

Getting to her hooves, and nonchalantly hopping off the bed, Stellar crossed to her guest’s head as it lolled about. “Well, that should be enough for now,” she said, patting the changeling’s cheek as she trotted off. “I’m going to shower off and relieve a little tension of my own. Feel free to clean yourself up once you’ve recuperated,” the mare continued, rounding the corner and out of sight. “Oh,” she chirped, her head popping back into view, “be a dear and throw those sheets in the laundry hamper. You did make quite a mess and rather shamelessly, I might add.” With that, she was gone.

Dredging herself from her cum-drunk stupor, Chrysalis was in abject disbelief. Not only had she been proven wrong, but she’d been absolutely annihilated in regards to her carnal prowess. Her world had been sent topsy-turvy and her standpoint on the sexual abilities of mares had been rocked to its very core. Shakily, she got to her hooves, gathering up the bed sheets before shambling about to find the laundry room. Although she was feeling recharged, the euphoria of the experience still held a firm hold over her. After depositing the linens, the changeling went looking for her host. Fortunately, the sound of running water alerted her to Stellar’s whereabouts.

Stopping just shy of the bathroom, Chrysalis tried to figure out what she was going to say. This pony had not only taken her in, but had raised several questions that she’d never truly thought possible. “Hey,” she called out, “I took care of the bed sheets. Would you mind if I hop in the shower once you’re done?” The changeling looked back at her slick nethers as a trail of fem-cum crept down her thigh.

“Of course,” Stellar replied from inside the room, “and once you’re done, we can grab a bite to eat. I can’t wait to hear all about where you’re from!”

The casual tone of the unicorn’s words left the changeling queen askance. Stellar was either exceptionally naive or one of the most self assured creatures she’d ever confronted. “Sure,” she said, rubbing her neck awkwardly as the mare appeared, wrapping a towel around her head.

“I left the water running for you dear and there’s a towel on the sink once you’re finished,” Stellar noted, pointing into the bathroom. “I’ll be in the living room once you’re done,” she added, trotting off to her room.

“Wait,” Chrysalis blurted, reaching out towards the fleeing pony. “D...do you mind if I crash here a few days?” she sheepishly asked. As much as she hated to admit it, there was still the matter of being a homeless vagabond.

“I don’t see why not. I have a spare room and my son rarely comes to visit anyways,” Stellar commented, smiling merrily at her guest. Having some company around would be a refreshing change of pace. Given the fact that Chrysalis was a changeling, and a royal at that, was just icing on the cake.

“You have a son?” the changeling questioned, cocking her head slightly.

“Sure do, and quite the talented one at that. You go on and freshen up, we can have a nice conversation over some dinner and tea once you’re done,” the chipper orange mare responded, trotting off to her room.

Chrysalis couldn’t quite put her hoof on it, but there was some deep contentment she felt in this house. Sure, it could be the post-coitus bliss and hormones surging throughout her body, but it was more than that. For the first time in ages, the deposed changeling queen felt at peace and something told her that, if nothing else, this curious little unicorn would be invaluable to her.