"No amount of misfortune could even come close to compare to the revenge I will exact upon you one day, Starlight Glimmer!" Chrysalis said as she jumped back off of the broken plateau and fled off into a hasty retreat.

"B-But I...!" Starlight said as she reached out towards the distance.

"Save it Starlight! You'd only be wasting your breath, there're sadly some ponies where mere words will not get through to them. She made her choice, there's nothing more that you, or I, or we can do for her!" Twilight said trying to console Starlight.

"Sighing! I know Twilight, I just want to see the good in everypony! But I suppose you're right." Said Starlight.

"How dare she! That little wretch, she ruined my plans! They were flawless in every design! How... how could I have failed AGAIN?" Chrysalis said out loud, her voice echoing throughout a dark and damp cavern that she had fled to for a quick rest. "Now what am I going to do? Walk back over to them, apologize and surrender? Pah, to lower myself to such humiliation, I would rather be dead than to let that happen!" Chrysalis snapped to herself as she felt something soft and slimy touch her arm.

"Hmm? What the... eww! Get off of me!" Snapped Chrysalis as It made a squealing noise and it launched itself up to her and hugged her body, binding her arms together in the process. Its surprisingly heavy weight was pinning her down to the cave floor. "S-stop it! Get o-off of me... I'm w-warning you!" Chrysalis said as she felt it merging itself into her body, it felt weird and wrong in all the wrong ways. "G-get o-out of m-my b-body, you monster!" Said Chrysalis as she then felt an intense burning sensation from head to toe, her entire body was sweating, and she could feel herself slowly melting away. "N-no! Help me..." Chrysalis said as her voice began to sound all bubbly and gurgling, almost like an ooze.

"Ugh! What happened to me? I... feel normal, save for an odd intense hunger, and not just for love either. But for... meat, I crave meat... I need to have it!" Chrysalis said as she was drooling a bit and then she wiped it off with her arm as she looked at the ground to spot a large lizard staring back at her. "And what're you looking at, you stupid little wall lizard? Do you want me to eat you?" said Chrysalis as it only cocked its head to its side as if confused. Chrysalis had then reached out and grabbed the lizard, then it began to freak out and start shaking. "S-so... hungry!" Chrysalis said as she licked her lips with her forked tongue and hugged the lizard, smothering it into her chest and her flesh had actually started to mold around the lizard's body, like a slime, she was absorbing it into her body.

"O-oh my... panting , this feels really good! That's right little guy, feed me! J-just let it all go! I-I need this!" Chrysalis said as the lizard was kicking and flailing in a panic at the realization that this will be its last destination. Once it was fully consumed into her chest, it slowly sunk down into her stomach and it was still struggling inside of her. "That's right little one, squirm for me, you won't last very long inside of my acids! Muhahaha!" Chrysalis was laughing as she was watching its body begin to shrink down and get smaller inside of her, its movements were slowing down until they were non-existent. "Oh... that felt good, that tasted good, and I feel a little bit better too, but i'm still hungry though. I think I should have some target practice before I seek my long deserved revenge." Chrysalis said as she left her cave and went to search for her next meal.

"The perfect disguise for the perfect buffoon before me!" Mused Chrysalis as she morphed her body like soft supple clay into a different pony, this one female, gentle looking, innocent, and shy, the perfect pushover. "Marvelous, if this doesn't get his attention, I don't know what will." Chrysalis said as she walked right over to the side of the road, sat down and began to sob, her act was underway, let's see if he'll take it.

"Hmm... Well now, what's this? A special present for me, you're too kind!" Said the stallion who in all honestly looked exactly like what one should expect from a sleaze-ball. And as it turned out, he was just as wicked as his appearance, licking his lips, slowly getting closer to her, and then reaching out to grab her like she was a piece of meat and he the predator.

'I sure hope that this lout doesn't give me any indigestion! I won't feel bad consuming him whatsoever, one less pig in the world!' Thought Chrysalis as she looked over to face him and said in her innocent voice. "P-please mister, i'm just down on my luck, and I need some help. Is there anything that you could do for me?" Asked Chrysalis in her guise, all the while internally dry heaving in her best attempts to woo him.

"Well, if you're just going to sit here all alone, then i'd be a fool to pass up an opportunity this good, little missy!" Said the stranger looking at Chrysalis.

"W-what are you t-talking about? What are you going to do to me?" Chrysalis said in her faux voice.

"Do you really even have to ask? I'm going to make you all mine!" Said the stranger as he grabbed a hold of her arm and lifted her up, now looking at each other face to face. He grinned, showing his golden tooth to her, further egging on her disgust of this guy.

"J-just one last thing i'd like to say to you!" Said Chrysalis as she then glared at him.

"And what's that?" The stranger replied back.

"Never underestimate your predator! Your last and only mistake!" Said the girl as her disguise faded and her real form was revealed to him. This caused the stranger to release his grip on the queen and for her to grab a hold of him instead.

"W-what!?! W-wait a minute. Oh, i've heard of you alright! You're that queen that nearly took over Equestria, twice! Nice! But g-get off'a me!" Said the stranger who was now shaking like a leaf, his eyes were trapped into hers.

"What's wrong? Are you having second thoughts all of a sudden? I'm right here, so make me yours, big boy!" Chrysalis added with her sinister cackle.

"Umm... how about no, i-i'm no longer interested anymore! Get away from me, you monster!" The stranger said as Chrysalis's body had began to melt and slowly pull the stallion into herself to be digested. "W-what is this? What're you trying to do to me?" Said the stranger trying but failing to pull himself free from Chrysalis's soft and sticky embrace.

"No! I'm hungry and you were just the morsel that i've been looking for. If anything, i'm actually doing Equestria a service by snuffing you out, you filthy pig!" Chrysalis said as her body was nearly covering all over his bigger one.

"P-please don't do this, i'll do anything you want, name it! Just please don't kill me, not like this!" Said the stranger in an act of desperation to not being consumed by Chrysalis's gooey body.

"Too late for bargaining with me now, just give it up and become part of my body! I promise to make this quick for you, ok!" Chrysalis said to the stranger.

"N-NO... nooommmpphhh!!!" Was all the stranger could say before his entire body was covered up by her gooey form. Her body was like a thick blanket of black sticky tar. Once covered up, her body felt like stretchy rubber, but at the same time, indestructible and slimy on the inside. She wore herself over him like a latex suit, her body was beginning to dissolve his clothes, then connect to his joints to control him from inside her. He also couldn't get her admittedly nasty stench out of his nose. Everything was working against that bandit, but he still tried in vain to survive.

"Really? You're still fighting in there? Just give it up! I'm done with playing around with my food, time to say goodbye to you!" Chrysalis said as she grunted and then made her body churn and began to dissolve his, slightly shrinking back down to normal. However, she discovered something even greater about her newfound powers, some of the traits and features that can be taken from her devoured victims. Case in point: that very unfortunate stranger has not only added some serious weight and size to her proportions, but also a much bigger bust size and butt to match that. He also gave her a throbbing shaft and two very big musky balls. "Well well well, it looks like you really were useful for something after all! A zero loss to society indeed! Thank you for your generous donation, sucker! Muhahaha!" Chrysalis laughed at the spoils of her capture.

Groping her new ballsack, she moaned and began panting. "O-oh my goodness, maybe this strange being isn't too bad after all. I daresay that this just may be the start to a most very beautiful friendship indeed, whatever it is you're inside of me!" Chrysalis said to herself.

"Okay! This is the last time I'll ever ask you to ask for directions, Trixie! Because it looks to me like we're completely lost!" Said Starlight.

"Nonsense Starlight! We just came from... there, and then we're heading... over here! Yes there it is, that clearing over there!" Trixie said pointing over to the peaceful clearing for their campout together.

"I sure hope that you know how to get us back Trix, i'm just saying." Starlight said to Trixie.

"You worry too much Starlight, Trixie has gotten the waypoint finder for getting back safely." Trixie said as she showed to Starlight that beacon to get back home.

"Alright then, good! So let's get camp started then, shall we?" Starlight said to Trixie.

"Sure thing, Star!" Trixie replied back.

"Those fools have absolutely no idea what they're in for! It's so useful to be able to track their scents right over to them. Plus being able to move this quickly, and feel this good eating somepony. Ooh, I love this!" Chrysalis said as she was spying on the two unicorns sitting next to their tents, warming up by the campfire. "All I have to do now is wait for the right opportunity to present itself to me." Chrysalis said staying hidden and waiting for one of them to leave.

"Ooh! Starlight! I really need to go out to use the restroom for a minute, I'll be right back!" Trixie said.

"Oh! Alright then, but be careful, ok!" Starlight said.

"Don't worry, I will!" Trixie said back before getting up to go and do her business.

"Oh my... ooh yeah, that feels better, I haven't went since before we got here. That's much better!" Trixie said to herself as she finished up and began to make her way back to camp until she heard a twig snap loud enough to be alarming.

"W-what!?! Who's there? Trixie must warn you that she has very powerful magic so... don't mess with me!" Trixie said nervously as the bushes were rumbling in front of her now and Starlight came walking out to greet her! "Oh my... Starlight! You scared the crap out of Trixie, please don't do that again." Trixie said to Starlight who seemed to have a look of sympathy adorning her face.

"Oh! U-um, sorry about that, Trixie. I got worried and went over to check on you. You're doing okay though, right?" Starlight asked Trixie as she awaited for her response.

"Yes, i'm fine! Just please don't startle me like that again." Trixie said.

"Oh, you won't have to worry about that anymore, I assure you, Trixie!" Starlight said.

"Umm... are you okay Starlight? That's a bit out of place for you to say all of a sudden. And what did you mean by that?" Trixie asked.

"To answer both of your questions: one, i'm starving! And two, I'm not who you think I am!" Said Starlight as her body suddenly began to expand and morph into a large mass of sticky tar-like goo, and slowly revealing her true form.

"Q-Queen C-Chrysalis!?! N-no way! You were defeated, t-twice. What do you want with me?" Trixie said terrified.

"Surprise you arrogant little snob, i'm hungry and you look absolutely delicious to me!" Chrysalis said licking her lips. Then she lunged out at Trixie and began to cover up her mouth up with some of her sticky body goop, effectively gagging her from screaming out to get Starlight's attention. Chrysalis had then reached out to grope Trixie's breasts and butt, savoring her fresh tears and slowly licking them off from her cheeks. "But, before I consume you, i'm going to have a little bit of fun with you first, then you're going in here!" Chrysalis said as she gestured over to her massive and sweaty ballsack.

"Mmm... mmm... mmm!" Trixie moaned in a panic, muffled by the gooey gag over her mouth and also at being caressed like this by Chrysalis of all ponies! Trixie was trying to fidget and struggle to free herself, but as strange as it felt, she was starting to feel her own magic slowly being sapped from her body! 'I-It's unbelievable! She's seriously going to eat me... with her balls! No way! This can't be happening! Trixie doesn't want to be churned into cream for this monster! ' Thought Trixie as Chrysalis was relentless in her groping and pure violating of Trixie's body!

"It's useless to struggle, but go ahead! Struggling prey is always the best prey for me!" Chrysalis began to stroke at Trixie's folds and force an involuntary moan out of her! Loathe as Trixie was to admit it, this actually did feel pretty good! Almost too good! But her magic, as much as she could admit to having quite a dirty mind occasionally, she did very much like two things more than that: her magic, and being alive. Trixie began to fight against Chrysalis's gooey pull, but Chrysalis was sadly much stronger than her from her previous capture, twice her size and now completely coating her legs with her body! Also absorbing her magic was aiding to her strength gaining.

"Mmm... mmm... mmmpth!! 'No! I can't let this happen! Her body is beginning to drench mine! Yuck! This is so gross on so many levels! And it's faint, but I can even smell some kind of foul odor on her too. It's slowly digging its way into my mind.'

"Oh and just so you don't get any funny ideas! I'll begin my magic siphoning with your precious horn!" Chrysalis said as she then wrapped her forked tongue around Trixie's horn and slowly started to lick all over it, like a lollipop, taking off any dripping magic that she could. Trixie had felt every pull from both Chrysalis' body, and her tongue. This felt all wrong to her! She needed to escape this right now, before it was too late!

Lick Lick Lick Lick

"Mmm... Mmmahh! 'T-this feels all w-wrong, in every way imaginable! I need to f-fight this! She's t-too strong for me to take on directly! What am I going to do now if I cannot use any magic? Starlight... please... help!' Trixie was full on sobbing now, she now knew that she couldn't do anything to her predator. Trixie's hope of escape was slowly being snuffed out from her!

Lick Lick Lick Lick

"Slurping and Sucking! 'Mmm! Her magic tastes so good! It's simply scrumptious! And it's making me even hornier and stronger too! Marvelous indeed!' Chrysalis continued to slowly lick every last drop of magic from Trixie's horn as she could. She relished in Trixie's muffled cries for mercy and her shuddering everytime she coiled her tongue around her horn. She could feel it, Trixie was on her last legs now, anymore and she'll surrender!

Lick Lick Lick Lick

"Mmm... mmmhmm!" 'I-It's too much to bear anymore! I'm nearly drained dry here! I c-can't fight anymore! I can't believe that i'm going to meet my end inside of her giant balls!' Trixie had then given up on her hopes of escaping Chrysalis! Both she and Chrysalis knew this.

Lick Lick Lick Lick

"Ahh! What a delicious treat you've been for me! Now all your queen asks for is one last task of you! You to join with my genitals and become one with my body, forever! Muhahaha!" Chrysails had then pulled Trixie's body partially out from her sticky body and then brandished her big marecock to her terrified face! A mighty one foot wide and six feet long, with bean bag sized balls to match! Chrysalis's coin purse was truly queen-sized for sure! Chrysalis had begun to slowly stroke her shaft up and down to make it completely hardened and ready to devour Trixie with. Panting and moaning in pleasure, Chrysalis's cock had then spurted out a small but thick string of her pre right onto her face! "It's ready to eat you now! Enjoy your last moments of fresh air pony! Because it'll be very short lived now!"

Schlicking! Her cock had opened up to pull both of her feet in. Up to her ankles, then to her shins, then it stopped to savor her, sampling her as if she were a fine treat. Then it continued to devour her up to her knees, then her thighs, her tail, and up to her waist. Trixie was freaking out now, in a panic, she started to grab a hold of the sides of her mighty cock in a attempt to pull herself free!

"Muhahaha! What an ungainly effort! You can't possibly be serious here! You think you can play tug of war with me and my royal cock then? Because that sounds like a challenge to me, my prey!" Now her cock was scaling up to Trixie's lower abdomen, she was grunting while occasionally punching at the thick muscly changeling cock flesh, trying to pull herself out!

Schlicking! Sadly, it seems that with the more effort that Trixie had put into her escape attempt, the more that Chrysalis's hungry cock began to pull her in, almost like quicksand. "Mmmmpth!" 'N-no! No she won't! She can't! But she is! Damn this whorse and her cock too! It's... gurgling now? But why? Ugh! N-Nevermind that! I need to focus what's left of my strength to pull myself free!' Chrysalis's beastly monster of a cock was rumbling now, churning with more thick cream and some of it was slowly rising out to coat Trixie's body with! Suddenly she felt herself sinking in deeper, faster!

Schlicking! "It's only a matter of time now, my prey! Muhahaha!" Trixie, still in a panic then tried to apply more pressure to pull herself out! But she accidentally touched some of the churned cream and her left hand slipped into Chrysalis's cock!

'...Oh crap!' Trixie was full on crying now, beginning to lose all hope on ever escaping now! Then her body sank even deeper, up to her breasts and still going! She reached her arm out in despair, knowing full well that she's lost this fight! Her muffled cries and screams of protests had only spurred on Chrysalis as she had now devoured Trixie's entire head, horn and her right hand, slowly pulling in her fingers, one by one. Chrysalis's greedy cock had completely consumed Trixie's body.

Schlicking! "Hah! I win this little struggle, my prey! Now get comfy in there, because first my balls will absorb whatever's left of your magic, then you'll suffocate and faint in there!" Trixie's body was now sinking past the base of her massive shaft and being deposited into her massive cum tanks! The already massive balls had just got bigger with the inclusion of Trixie's body in there. She was still struggling in vain, hoping that she could probably cause enough pain to get her cock to force her body out! "That won't do you any good, i'm afraid!" The outlines of Trixie's horrified face was beginning to bulge out as she had also tried to press out her hands too! Even her feet were showing, She screamed muffled into her creamy prison, slowly being worked over and then broken down into nothing but changeling spunk!

"Mmmpthh!" 'No! Please... I don't want to be turned into creamy cum! I-I don't! S-Starlight... p-please... h-help me... h-help...' Chrysalis was slowly trailing her finger around the facial bulges that were formed from her soft and taut ball flesh. She was licking her lips salaciously, Moaning out in sheer bliss at the hopeless struggles of her newly caught victim.

"I win, my prey! And to the victor go the spoils! Ahh! That's good! Keep squirming in there! A little to the left! That's much better!" Chrysalis's massive balls were sloshing, churning, and filling up with more thick cream to drown Trixie with! The white spunk was slowly rising up to Trixie's chin. everything was getting hot now, Trixie was sweating a lot. Now she feels like she's close to passing out. With her magic and strength drained completely dry and just waiting for her demise to happen. Chrysalis was bouncing her balls and pressing them onto the ground, relishing in Trixie's muffled groans of defeat as well as to make things even worse for Trixie. "Playtime's almost over for you, my prey!"

"Mmmmpthh!" 'I-I c-can't keep going on... c-can't stay awake... everything's slowly t-turning black... S-Starlight... please... I need h-help...' Then Trixie finally gave up and fainted, much to Chrysalis's absolute delight.

"Looks like you're all washed up in there! Time to process your body and your magic into mine!" Chrysalis had stood back up and lit her horn to her giant balls to slowly spread throughout her body, just like what she did to that sleazy bandit a while ago. She moaned in sheer pleasure as her body began to grow even bigger than it was before, and it was big already. Her breasts, butt and balls grew just a bit bigger too. The increase in ball size mainly due to her latest meal. The intense pleasure of growing bigger had forced an orgasm out of Chrysalis. "Augh! Ahh! Go bucking good! Now then... off to their camp to play with my new prey!"

"Hey Trixie? You've been in there for quite some time, are you ok? If you need anything, just let me know!" Starlight said as she looked at the rustling shrubbery.

"Hey there, Starlight! Trixie is fine! She just had some extra... unexpected business she had to do too!"

"Ok? That totally didn't sound ominous at all! Come over here by the fire and warm up with me okay!"

"Alright then, thanks!"

"Not a problem, Trix!" Chrysalis had then walked over to the campfire to sit down and she reached her left arm over Starlight's shoulders, causing her to blush and look back at Trixie. "Really Trixie? Again? But we just had a special show in my room before we left. Does it have to be right now?"

"Absolutely Star, Trixie has been saving some her sexiest tricks for later, when we're alone again, like right now for instance! What do you say, Starlight? You want some of this?" Chrysalis has given her a lecherous glare, Starlight couldn't resist having some fun with her best friend.

"Ok! Alright! Fine Trixie, i've been feeling a bit pent up too. Damn you for being so sexy when you want to be!" Starlight had then reached out to hug Chrysalis's body and force her into a passionate kiss.

...Big mistake!

'Oh! Her magic is even tastier than Trixie's! This is truly gourmet quality indeed. Such a fine morsel, she'd make an even better daughter than my prey! But I still hate her guts though. We'll just have to see about that, won't we!' Starlight had noticed that her magic was being drained from her body and flinched by reaction. This caused her to release her kiss with the disguised queen.

"Hey Trixie! You're not trying to suck my magic away again, are you?"

"But Starlight! That's part of Trixie's next special act! It's the best part, and it requires some of your magic to complete! You wouldn't mind this, would you?"

Sighs "Alright! Fine! But don't suck out too much, ok!"

"Yay! Thank you very much Star, you won't be disappointed!" Chrysalis said as she went back in for a second helping of Starlight's fantastic magic. Starlight couldn't shake the strange feeling that something just wasn't right here, but she had full trust in her best friend to be considerate. The more that was being pulled out of Starlight, the weaker she was feeling! Then she released her kiss on Starlight and let go of her from their snuggle session.

"There we go! Trixie has enough magic as promised, now watch and be amazed at her next trick! This'll knock you senseless!" Chrysalis said as she lit her horn with disguised magic to look like Trixie's. Magic was forming around her breasts and her butt! They were slowly expanding outwards, becoming bigger, softer, bouncier, and more fuller in thickness.

Bouncing and jiggling "So then, Starlight! Are you ready to dance with The Great and Powerful Trixie now?"

"An expansion spell? This was your next best act? This was what you needed some of my magic for?"

"Oh no Star, this is only the first part of Trixie's special new act! The better part is going to happen now!" Chrysalis said as her body had also grown with her bust and butt. Now Starlight was half Chrysalis's height. She looked up in shock!

"T-Trixie? Woah! That's bucking hot! So what are you going to do now? Squish me flat?" Chrysalis was seriously considering this, but decided to keep her ruse going for as much as it was worth to her.

"A most tempting offer indeed Star, but not yet! Gaze into Trixie's massive mammaries, and then get lost in her azure abyss!" Chrysalis said as she reached her longer arms behind Starlight's head and upper back and thrusted her entire head into her breasts!

Boompt!!!

"Mmmpth!" 'Ohh my goodness! They're so soft and bouncy! I can't breathe, but I really don't care!' Starlight was actually in bliss, she always did enjoy these special moments together with Trixie, occasional as they were! But Starlight also knew that those few moments together had begun to grow more and more common. Her body was slowly starting to sink in deeper between Chrysalis's now massive breasts!

Bouncing and jiggling

"So then, Starlight! Does The Great and Powerful Trixie have you pinned? Good! Just take it and enjoy our little show together. After i've dominated you with my breasts, i'll then resort to using the rest of my body on you!"

Bouncing and jiggling

'Man oh man, I don't know how Trixie managed to learn how to do enlargement this well, but it's good to know that she's been improving on her magic skills.' Chrysalis had then laid down on her belly, forcing Starlight to be pinned underneath her as her breasts were pressing into Starlight's head, pulling her head in deeper into her cleavage and contorting outwards like supple dough. With a milky sloshing, and more deep, drum-like noises from the constant jostling around. Starlight began to hug her arms into Chrysalis's soft breast flesh and moan in content as she was slowly being dominated. This caused Chrysalis to release a sharp exhale of pleasure from Starlight's groping.

Bouncing and jiggling

'The pathetic fool, she has no idea what's going to happen to her, yet! That's good, just going to carry out this ruse a little bit longer, then the grand unveiling as i'll finish her off!' "Is Starlight ready to proceed to the final act?" Chrysalis asked Starlight, already fully knowing her answer.

"Mmm hmm!" Starlight muffled her approval as her head was wedged in so deep, that you could no longer see her head at all, Chrysalis's breasts were seriously that massive. 'Ahh! F-feels so good, but I need to breathe now. I hope Trixie would understand.' Starlight had then tapped Chrysalis's breasts as a sign to let her breathe, but strange as it was, she would not get up. 'Ok! Very funny Trixie, now can you please let me go so I can breathe?' Starlight was muffled so that she could barely be heard! 'T-Trixie?'

Bouncing and jiggling

"Just a little bit more Starlight, then Trixie will be done!"

'Trixie would have stopped immediately if she knew that she were hurting me. Something really isn't right here! I need to escape from under here, before I pass out!'

Bouncing and jiggling

"Ahh, i'm ready to release you now!" Chrysalis said as she lifted herself up and slowly pulled Starlight's body out from in between her breasts. Starlight was greedily sucking any and all fresh oxygen as she could manage, then she glared at Chrysalis!

Gasping! "You're not my best friend! What have you done with Trixie?"

"Do you really want to know, Starlight?"

"Wait! How did you know my name anyways?"

"A lucky guess, I suppose!"

"Yeah right, Queen Chrysalis!" As soon as she had spoken this, Trixie's body began to turn into a black tar-like goop, contorting like soft clay back into her regular form, the sight had disgusted Starlight! "Ugh! That's just not right! Eww!" Starlight said as she was trying to knock off Chrysalis's body goop that dripped on her.

Muhahaha! "Surprise, you little wretch! Yes, I did take care of that annoying showpony before I came to you. She was absolutely delicious by the way!" Chrysalis had licked her lips with her forked tongue, then gestured her hand onto her smooth stomach and rubbed it sensually, as if her boasting of the deed weren't bad enough as it was.

"Oh no! trixie! You... monster! I'll kill you!" Starlight was now stuck in a blind fury at the news of her best friend being turned into food for this monster.

"Ah ah ah! Temper temper!" Chrysalis said as spat out a small glob of her body goop to connect to her horn.

"Augh! What have you d-done?" Starlight was feeling the rest of her magic and strength being slowly drained from her body, into that goo on her horn.

"Did you seriously think that I would have come unprepared? Foolish Starlight!" Chrysalis had then reached out to hug Starlight back into her body, smothering her back into her gooey embrace. Starlight was screaming into her tar-like flesh as it was slowly contorting around her body and head. "Without your magic, you're powerless to stop me now!"

'Ugh! it's too soft in here! And oh Celestia above, what the buck is that horrible smell? She smells like a pool of shit! This monster is beyond disgusting!' Starlight was cringing and balking at the nasty stench of Chrysalis's body as it was slowly pulling her inside! 'Gotta... escape from... this! Then, get some help!' Starlight, with more renewed vigor, struggling so much that she was actually starting to pull herself out of Chrysalis's sticky body "No! Y-you will not have me so easily, you bitch!"

With a gooey Schlick sound, Starlight's face was released, enough for her to have a few choice words with the sadistic queen. "Y-you w-won't win this Chrysalis! H-harmony always prevails, haven't you learned that by now? O-or do you need to be defeated again to realize you simply won't win?"

"You dare insult my competence as a queen to my subjects? You've got a lot of gall, you know! I'd actually commend you your reckless bravery, had I not hated you so bucking much, Starlight Glimmer!"

"Ugh! Say it, don't spray it, bugbutt!"

"The only reason why you're still talking to me right now is because i'm simply letting you have your final words!"

"G-gee, how thoughtful of you! Y-you really need to have a bath though, because you really do stink!"

"Shame that you can't plug up your nose then, isn't it?" Chrysalis continued to bore her glare deep into Starlight's very being. "I guess you've got no other choice but to inhale all of my natural odor!" As much as Starlight would hate to admit it, she was right. Her arms were bound, stuck into the black tar-like slime of her body! And so the odor was at such a point-blank range that Starlight got the biggest whiff of it, much to her dismay!

"Ugh! Urp! Ok, this is so bucking gross! S-so what're your plans now, huh? Skunking me to death? C-cause if it is, then you're seriously doing a good j-job of that!" Starlight had then tried to hold in her breath so she could try not to pass out too quickly from the queen's powerful stench.

"By now, you're probably wondering how I got to be so stinky! Simple; it happened as soon as I got these sexy new powers! So go ahead, hold you breath! Soon, you'll have to have some air. Then, you'll have no choice but to inhale more of my toxic fragrance." Chrysalis was holding Starlight into her body, her legs and lower half of her body was already stuck into Chrysalis's slimy body! "Struggling will only make it worse, you know!"

"Mmmpth!" 'Ugh! I'm not feeling so good, this monster is so disgusting! I don't want to be eaten by this witch! And into her gooey body, to be presumably digested into it. No! N-not like this! B-but I need to breathe!' Starlight had tried to kick and flail in a bid to pull her legs free from Chrysalis's gooey body, but she was sadly running out of strength and the nasty body stench wasn't helping matters at all. 'Ugh! I'm losing strength too, what the buck would have caused this witch to gain all this power?'

With a sharp exhale, Starlight had begrudgingly let her breath out, and then the warm sickly stench, much akin to that of a sewer came wafting in. Starlight, now green in the face, was losing her strength much faster now, and feeling slightly queasy. "Augh! It's b-burning up my nostrils! Why? Why do you have to stink so badly?"

"Because it helps me to subdue my prey! It's not much of a fight if my food cannot fight back, don't you think?" Chrysalis had continued to bore her sinister glare to Starlight, now slowly turning into a look of sadistic glee. Chrysalis had won this fight, revenge was hers and she wasn't going to waste anymore time with Starlight now. "But now, i'm done playing around with my food, time for you to say goodbye, Starlight Glimmer!"

Then to Starlight's absolute horror, Chrysalis's body began to pull her back in, fast! Her muzzle being shoved back into Chrysalis's sticky tar body! She began to scream into the muck as it continued to pull her head in deeper. It was agonizingly slow and deliberate, Chrysalis was savoring her fear, feasting on it like an appetizer. Starlight did the only rational thing in her mind that she could think of; keep punching and flailing and hope to Celestia that she can pull herself out! "Just like with that pathetic unicorn before you, this is an ungainly effort! Just give up and accept your fate! Be submissive and I promise to make your last moments as pleasurable as you'd want. Think about it, the pleasure to end all pleasures!"

"Mmmpth!" 'Pleasure? what about this could ever possibly be pleasurable? She stinks like raw sewage, her body feels all luke-warm, clammy and sticky! There's literally nothing about this that I could like in any capacity.' Starlight was halfway in now, and still steadily sinking into her smelly, gooey demise. 'Ergh! It's too much to fight against, her body is contorting around my limbs, is she trying to... cover herself over me like a suit? Oh, buck no!'

Schlicking noises!

"Muhahaha! Yes! Just as I had promised, you're going to experience heaven, before I send you to hell, Starlight Glimmer." she formed a few tendrils out of her body, made of the same goo as her body and then she began to wrap them around Starlight's limbs to hold her in place as she continued to struggle. Chrysalis had then licked her lips lustfully as she began to move some of her tendrils to Starlight's entrances, she was actually massaging her clit and folds with her gooey tentacle. "I wonder, does this feel good to you?"

Schlicking noises!

"Mmmpth!" 'ugh! T-this bitch is just immoral and nasty. I can't believe that she's trying to violate me before she consumes me. I... I need help! I c-can't pull myself free!' Starlight was only adding more fuel to Chrysalis's lustful fire for every struggle she made. The gooey tentacle was gliding up and down her dripping folds. being forced to cum by this horrible monster.

Schlicking noises!

"Is that moistness I feel? Hmm... you're a naughty mare, you know that! I like my prey to be feisty and naughty!" Chrysalis said as her doubled up her efforts to pleasure Starlight and to weaken her further. The toxic stench was doing more than just disgusting Starlight, she breathed in more than enough stench that her body was warming up from the inside. She could even feel her folds getting juicy.

Schlicking noises!

"Mmmpth!" 'N-no! Please, d-don't hit my g-spot, please don't hit my g-spot, please don't hit m-my g-spot... ahhh!' Starlight internally moaned in pleasure as she was still struggling to escape from her vile tormentor. Starlight was now edging close to a forced orgasm. Her body was twitching while she was stuck in the smelly black slime of Chrysalis's body, and then she felt her clit being sucked on, she couldn't believe it, Chrysalis's tentacle was actually sucking onto her clit to work her over faster.

Schlicking noises!

"How does this feel as a punishment? Heavenly pleasure, then to stinky hell. Admittedly, i've had some trouble deciding on how I should dispose of you. But now i've made up my mind, i'll make you scream my name one final time before I eat you for my supper. Your magic... ahhh, it tastes so bucking good, Starlight! Hasn't anypony ever told you that?" Chrysalis was milking all of Starlight's magic away from her, slowly sipping it all in like one would a fine wine.

Schlicking noises!

"Mmmpth!" 'N-no! I c-can't give in, not now, n-not like t-this! Ahh! I'm feeling close... No, n-no...' "AAAHHH!" Starlight came and her sexual juices were also being sucked into her black tar body, Chrysalis was sucking her dry of everything now. Her happiness, her love, her magic, and her life. Her fur color was also slowly draining along with her emotions, Starlight was feeling less and less hope for escape from Chrysalis. Starlight was weakly whimpering in mild pleasure and the embarrassment of being done in like this.

Schlicking noises!

"Now that i've sucked you dry, time to finish my meal! Farewell, Starlight Glimmer! Muhahaha!" Chrysalis gave her sinister cackling as she then began to completely cover up Starlight's entire body, enveloping her like a thick and sticky blanket. She was still trying to weakly struggle while stuck into her body, but all that managed to do for her was to tire her out faster, and having her limbs and horrified expression poking out from her chest, since Chrysalis was much bigger and taller than Starlight. Her muffled screams of fear and protest have turned Chrysalis on big time, with her forked tongue hanging out of her mouth, she was panting like a mare in heat. "Oh my goodness, yes! You feel absolutely fantastic in there. Struggle more for me, you whelp. I think that after I finish digesting you and adding you to me, i'll go after the rest of those pathetic fools that have dared to make fun of me. Yes! I'll do just that!"

Schlicking noises!

"E-ehh, this is so bucking gross, trapped into this monster. Her p-pull is way too strong, much more than what I can take. Trixie... Twilight... my friends... i'm sorry!" Starlight Glimmer was still weakly struggling in there, hanging in for that long even surprised the queen, for a moment.

Schlicking noises!

"Hmm? So you're still trying to fight me then? How marvelous indeed, more playtime for me then." Chrysalis had playfully swished her belly up and down, to further add to Starlight's groaning and moaning of disapproval. "So, how do you like being trapped into my impossibly squishy belly?"

Sloshing and rumbling noises!

"Ugh! T-this monster is still trying to suck me dry? B-but i've got nothing left to offer her! Augh! Her belly feels so weird and wrong, in all the wrong ways!" Chrysalis was massaging her large belly with the still screaming Starlight trapped from within.

Sloshing and rumbling noises!

"My belly is beginning to churn and the acid is rising, you don't have much time left in there, my delicious prey!" Chrysalis was moaning in utter delight as her prisoner was still struggling inside of her massive tummy. "Pretty soon, you'll be digested and then i'll use your body for both my fat and nourishment. But then again, death simply won't be enough for you, oh no no no! Because I hate you so much, i'll finish absorbing you, then i'll leave your body to be trapped into both of my asscheeks, forever. I'd like to see you try to escape from becoming stuck into my butt fat. And the smell, will be so pungent too."

Sloshing and rumbling noises!

"Mmmpth... mhmhmhm!" 'What!?! To be trapped into the fat of her disgusting ass, I don't bucking think so, cheeselegs.' Starlight was struggling even more in a bid to finally escape from her nasty, slimy prison. But the stench inside was way more potent than outside. Chrysalis had slapped her ass as it rippled and jiggled with reckless abandon.

Sloshing and rumbling noises!

"What's the matter, Starlight Glimmer? Can't dig your way out from inside me? What a pity! Muhahaha!" Chrysalis had continued to caress her bulging stomach, slapping both that and her asscheeks, her sexy bulk was bouncing and jiggling in all directions, Starlight was still groaning in disapproval. "Go on then, keep fighting in there! If you want your precious freedom so badly, you insufferable wretch. Then earn it! Hmm... maybe this'll give you some more motivation to struggle!" Chrysalis had lit up her jagged horn and Starlight had felt her body slowly being pulled deeper into her body, down into her smelly bowels. "Killing you did indeed cross my mind, Starlight Glimmer. But if I did that, I wouldn't be able to torture you deep inside of me! And that wouldn't be any fun at all!"

Sloshing and rumbling noises!

"Mmmpth!" 'What the buck is she doing now? Wait a minute, she's not going to just keep me in here, is she? But... it really stinks badly! Oh Celestia, she is. This horrible monster is seriously going to torture me in her bowels. Yuck! B-but i'm too weakened to escape her! What am I going to do? Please, I don't want to suffer in here, i'd even accept death at this point. I c-can't fight her stench, it's bleeding into my mind, making me feel every sharp sting it provides, burning down into my nostrils.'

Sloshing and rumbling noises!

"Remember when I told you that i'd send you to heaven, before I sent you to hell, Starlight Glimmer? Well, i'm always good on my promises! Muhahaha!" Chrysalis was moaning and groaning in the sheer satisfaction at the feeling of torturing one of her most hated enemies. It felt like bliss to her, she needed to show this bug where she truly belonged; Not outside to converse with her wretched friends, but in here to stew in her natural smelly hell, forever. Victory felt so good to Chrysalis. "This day has just became so perfect! Enjoy your stay, Starlight Glimmer! Muhahaha!"

Author's Note

Now I may consider a sequel to this story! It's up to you guys to decide Starlight's fate!
So will Starlight either:

A - Find the strength to escape.
B - Lose and get digested because Chrysalis gets bored of her.
C - Chrysalis conforms her into a Changeling.
D - Twilight, and her friends will find and rescue her.

They'll probably all be eventually added in, but which one would you want to see first?