Oviposition

Watching Dinky burst and die in the explosion of new life had been delightful, but it also made Twilight think. While she looked forward to her brother feeling that agony, she didn't favor the idea of his torment ceasing afterward as Dinky's had. Didn't he deserve to serve the Hive for longer than that?

On top of that, figuring out such a method would allow Twilight's old mentor to suffer for an eternity when they got to her. She deserved as much for denying Twilight all the pleasures that her new Mommy had given her. If only Twilight had known how wicked Celestia was before, she’d have been researching this long ago.

Fortunately, her genius mind had already gone to work solving the problem, and she was sure Mommy would appreciate a new method of prolonging the use of egg sacks and the useful suffering of their victims. She'd be so proud! Actually she already was as soon as Twilight thought of it; she kept close tabs on Twilight through the hivemind.

Not just that, but the whole experience would double as a sort of entrance exam for Applebloom, proving her worth while snapping her fragile young mind completely. With that righteous goal in mind, she pulled Applebloom from the gooey mess where she'd encased her. Applebloom shivered as Twilight sniffed at her flank, giving her well-used twat a lick with her long tongue to taste the spunk that drenched her holes. Rather than shying away, the foal instinctively raised her tail and widened her hind legs. She'd made such good progress; it would only be a matter of time before the filly would whole-heartedly get off to the defilement of her family and friends.

Twilight led Applebloom and Ruby to where she'd left her brother earlier. Ruby eagerly stumbled forward while Applebloom needed a bit of coaxing. Even if she were willing now, Applebloom's inferior pony body was weak from use and clearly every movement ached. Twilight took a longer route than she needed, taking a while longer for Applebloom to baste in terrified anticipation, letting it thicken into a savory meal On the way, they walked by egg sacks being used, a well-rotted stallion corpse being gangbanged, and countless other beautiful acts that would terrify her more.

When she arrived, the adorable little drone she'd left with Shining had done as he was told. He and his friends were still hard at work on Shining's writhing body, some resting and spent while others waited eagerly for their turn in the rape pile. She took a moment to admire their hot, undulating bodies as they used the writhing mass of flesh that used to be her brother, but she couldn't delay forever.

"Cooock," Ruby drooled brainlessly, seeing all the thrusting and immediately wanting to be in the center of it. She'd get her wish.

"Sweeties?" Twilight purred at the hard-working little drones.

At hearing their princess, the drones looked in her direction attentively, though the ones taking their turn on Shining didn't stop their thrusting. The sounds of moans died down, but the slap of eager chitin on tormented flesh continued.

"I know I said you could fuck him until he hatched," explained Twilight. "And I am sorry, but I had another idea for him. Would you mind sating this new drone instead?" She motioned to Ruby, then added seductively. "You can take her over to Dinky and fuck her freshly dead remains too. Plenty of newborns there, too. You can play with the surviving ones and honor the ones that didn't make it by using their hot little bodies."

"Yes Second Mommy!" the cute little drone nodded, saluting. It was so adorable when the little cuties called her that.

Ruby squealed in delight as the mass of drones dragged her to where they knew Dinky had been. It left Twilight, Shining, and Applebloom relatively alone.

When Twilight looked at her, Applebloom jerked, face etched in abject horror. In spite of her body's increasing willingness, her mind had reservations. It wasn't just what she was about to do, but also the eagerness that the other changelings had followed Twilight's grotesque orders. She knew that if she went through with this, she would follow such orders without question and get off on every one.

"Are you having second thoughts?" smirked Twilight. "Well it's too late. I'm going to give Shining here the last burst of magic he needs to hatch, and you're going to have your way with him while he does. Then you're going to let the newborns gangbang your hot little filly plot, and you're going to like it. If you don't, I'll make sure you suffer a fate more painful than anything else you've witnessed so far."

"T-that's Shining?" Applebloom stared at Twilight, not having been able to identify him in his grotesque state. She then slowly nodded, eyes so wide it was a wonder they didn't pop out. "I-I'll try."

"If I even suspect that you're not enjoying it..." Twilight warned darkly.

Applebloom gulped and nodded again, shivering. Twilight knew she wouldn't be able to fulfill that request, but the effort to do so would make her transformation much faster, so instilling that kind of fear in her was for her own good. Now that she'd fully settled on making this filly one of her own, Twilight felt much more kindly towards her, and wanted her to learn to enjoy her new role as much as her other children did.

"T-twilly..." Shining groaned as Twilight moved to his head, her ovipositor dangling beneath her.

She smirked at him, knowing it must have taken all his energy to get that one word out, and every word he managed would have made for fine last words. It wasn't like he'd normally say it though. The word was etched with both fear and anger, having lost all affection for the sister he once loved after she'd delighted in his torment for so long.

"That's adorable," Twilight smirked. "Even though you hate and fear me now, you still call me Twilly. Is it from habit? Or perhaps wishful thinking that my old self is still in here somewhere? Maybe she is, screaming on the inside at all the things I do. Isn’t that a hot thought?"

The emotions streaming through his frazzled mind were delicious. Yet at the same time, she felt his relief. He believed this was the end, that his agony would finally cease as they used him up completely. He was looking forward to death, and she couldn't wait for his reaction to being denied that last mercy. Of course it was for his own good, too. Why die now when he could serve the pleasure of the hive for centuries longer?

"I have a surprise for you, too," smirked Twilight, her horn glowing as she pushed her magic into him. She'd save what the surprise was for later though, curious as to how long it would take his pony brain to realize what she'd done to him.

She'd been studying dark magic a great deal since her transformation. Chrysalis let her sneak into the Canterlot library, which was easy given her shape-shifting power, and fetch the most restricted books. Having replaced the librarian and many guards with changelings already, no one in the castle even realized she had been snatching them. Even better, she'd seen the research being done on countering said dark magic, which meant she could lay the spell in such a way that none of their current counters would negate it.

It was now time to put that forbidden knowledge to use as she infused his body with dark energy, locking his soul inside, making sure it'd never escape no matter how much he was damaged. No matter what happened, he'd regenerate, but only to his current egg sack form, never to a fully formed pony.

As she did so, the extra burst of magic flowed through the eggs, and they undulated more from within, glowing through his thinly stretched flesh. As Twilight eyed Applebloom warningly, the foal crept closer. Twilight saw and felt Applebloom's disgust as she forced herself to climb onto the undulating body, looking not unlike a foal moving into a ball pit with uncharacteristic caution.

Twilight wound her magic through Shining's body, regenerating the part they needed; it'd been regenerated and devoured again so many times now. The stumps where his hind legs once were twitched as his thighs glowed and a fresh new shaft grew from his thighs. Unlike his natural one though, the new shaft and ball sack was raw and skinless, tiny bony barbs along the shaft, sharp on body ends. They'd dig into Applebloom's sensitive passage and hurt him no less. Neither had the advantage of superior changeling anatomy to enjoy it, but at least one of them would soon.

Applebloom knew just where this was going as she felt the warm flesh push between her thighs. She choked on a sob, then strained to hold it in, her fear welling at the idea that Twilight might punish her more for not enjoying it. She leaned forward to vomit, but Twilight held her muzzle shut instead, only a little escaping from her nostrils before they were plugged too. She held it shut as Applebloom swallowed, taking several attempts before it stayed down.

"The next time you do that," warned Twilight. "I won't be so nice about it. Now sit on my brother's cock. I assure you it's quite the nice ride."

"Y-yer gonna make me do this ta Big Mac too ain't ya," Applebloom sniffled.

"Make you?" Twilight admonished.

"A-ah mean let me," Applebloom corrected herself.

"Don't worry," Twilight smiled, stroking the foal's head with a hoof. "You'll ride him hard. If you're lucky, we can dig up your father and you can ride him too. I bet I could whip up some magic that would get his dick hard even in his embalmed state. With my magic, I could even get your dead Mommy hard."

Applebloom stared at Twilight, new horror welling up as she tried to decide if Twilight was serious. A growl from Twilight snapped her back to the situation and she looked down at Shining again.

Twilight couldn't believe how amazing it felt to watch the unwilling child as she lowered her shivering body onto the shaft. The filly clenched her face as she pushed her already-used lips downward, the new shaft thick enough that she'd have issues even then. Her eyes widened as she pushed herself downward, tears streaming down her face as the barbs raked at her burning insides, but she didn't dare stop. Twilight purred, slowly stroking herself as she fed on the fear and disgust of the filly and her brother together.

"So naughty, Shining," Twilight moaned. "Fucking such a sweet underage pussy. I'd feel sorry for you that you can't enjoy it properly, but you're too dull to enjoy such things anyway, aren't you."

Applebloom whimpered as she slid down further. Even with all her effort, she could only get so far with her remaining strength, so Twilight helpfully moved a hoof to her head and pushed her all the way down. The filly cried out as he sank deeper, pushing through her cervix and into her immature womb with one stroke as he bottomed out and their bellies pressed hotly together. As Twilight glared at her threateningly, Applebloom did her best to move her hips, twitching them to make tiny thrusts.

Twilight sat her bottom against Shining's face, feeling his labored breath against her nethers. She let her ovipositor drape across his body as she rubbed her pussy against his muzzle. Her hooves slid over him to feel the undulating eggs hatching within, so close to emerging from his flesh, slowly tearing through his meat on their way out.

While she enjoyed his body's twitching, her magic took hold of Applebloom and assisted with harder thrusts, sliding her up and down like a fleshlight on the painfully erect shaft and savoring her emotions. The filly's body twitched violently, legs kicking as she cried out, hoarse with agony as the barbs raked through her insides, slicing into her inner tunnel, leaving dozens of tiny cuts that stung with the touch of acidic changeling secretions.

"I can't believe I ever thought you loved me," Twilight continued speaking to Shining as she let Applebloom baste in agony. "How many chances did you have to rape my underage cunt like this and you never did! Some big brother. Velvet and Night Light were the same, what terrible parents! If Mommy hadn't saved me, I might have gone years without experiencing what this brat is now."

Shining probably though Twilight said such things only to torment him, but her anger couldn't have been more sincere. Now that she was older, she could never truly experience the violent loss of a foal's virginity. She had to admit that her motive for keeping him alive wasn't just to allow him to serve the Hive longer, she still wanted him to suffer for what he hadn't done to her.

For a moment Shining sounded like he might reply, but he was only gasping as he felt a lump clawing his way up Shining's throat. Twilight knew it was a he because she could sense every living changeling squirming around inside him. Even though they all had herm bodies in their natural forms, they all preferred the use of one bit or the other.

When Shining opened his muzzle again, a squealing head emerged to finds himself staring directly at his own mother's pussy rubbing against his maw. The little one pushed his head upward still, splitting her nether lips apart and pushing deeper. He grasped her labia in his claws and tore at them as it crawled inside her.

"Aw, he loves his Mommy so much," Twilight groaned and arched her back, letting him claw his way further within, rotating her hips eagerly to fuck herself with the whole body of her newborn.

"Oh gods," Applebloom shivered, but still tried to waggle her hips right as she was forced up and down. When she saw Twilight eyeing her, she did her best to pretend enjoyment. "It's so... uh... sexy?"

Twilight could tell that little one's body was throbbing with intense unappreciated agony, but let her poor acting pass for the time being. She'd get there, and until then her fear would be a feast for her new princess. On top of that, Twilight could already feel the orgy of newborn lust within Shining's undulating body, the slimy sound of tiny bodies pushing together audible from outside.

Finally the thinly stretched gut gave, splitting open as new life ruptured his flesh. Twilight stroked the head of the first that emerged with her magic, oogling how cute the little monstrosity of chitin and claws was even as she rammed her body down and the other one crawled deeper inside of her. A second emerged from Shining's muzzle and began to crawl into Twilight after the first, while still another stuck her head from Shining's behind and bit down on Applebloom's tail, making the pathetic foal squeal.

"Rip him open," Twilight ordered. "And don't dare refuse the affections of my children, they are your new siblings after all. You have a lot of fucking to do to make up for the years since your birth that you've been denied it."

Though she hesitated, the filly's mind had broken too much to put up real resistance. Overwhelmed with terror of what would happen if she refused, Applebloom clenched her teeth and worked her hooves around the head emerging from Shining's gut. She wretched with how easily the flesh gave as she tore him open, revealing an undulating mass of shattered eggs and tiny grubs, both living and dead and at various points in between. The eggs that failed to hatch had been broken open by the others, the half-formed dead fetuses inside used for pleasure like any other flesh available.

As the filly stared in open horror, Twilight picked up one with her magic. It was a struggling malformed little male who would certainly not survive more than a few hours. While Twilight could attempt to save him with magic, such a weak creature would only drag them down in the long run, and he'd surely rather die for the glory of the Hive than do that. Unfortunate, but she'd make his short life useful. She floated him over to Applebloom and nudged his head against it. Even in his condition, he thrusts his spiny little boner towards her.

"Show him mercy," Twilight ordered again with a knowing smile. "Crush his head in your teeth."

Applebloom stared at Twilight as if to check if she was serious, then jerked when Twilight narrowed her eyes. Applebloom opened her muzzle wide, shivering in disgust as she took the squirming head between her dull teeth. To her credit, she instinctively lapped at him as he was put there, to which he weakly lapped back.

It took a few moments for her to get the guts to clench her teeth. Even then, it took several long moments before the weakling pony crushed his fragile head. Applebloom gagged as his skull gave and his body twitched against her, slimy brains oozing into her muzzle. As his body spasmed, his little cock creamed his first and only load onto Applebloom's chin, knowing instinctively that his death had served the mother he loved. What a little darling.

Forcing her muzzle to stay shut with her magic, Twilight waited for her to swallow before moving the headless body upwards. Applebloom got the idea, sick as it made her, and wrapped her lips around the tiny dick of the corpse, still drooling with his tiny orgasm. She bobbed her head in time with the riding of Shining's shaft as she cleaned his dead dick.

After a moment, Twilight purred and dropped his body into the writhing mass within Shining. One of his sisters immediately pinned his corpse and straddled his tiny dick to ride it as one of his brothers grasped hold of his shoulders and pushed his own tiny dick into the neck hole. The two made out hotly while enjoying their dead sibling.

"Ponies require even more 'mercy'," explained Twilight. She enjoyed making a lesson out of even the most pleasurable of acts. "It's because your minds have softened from years of neglect. You were too stupid to even know that your family hates you. Otherwise, why haven't they made use of your adorable little fuck holes? If they loved you, you would have slopped out of your mother's pussy right onto your daddy's cock. Ponies have had stretch magic for years, so even if they have idiotic qualms about foal snuff, they have no reason not to rape their newborn foals. It's disgusting is what it is."

Twilight's compelling and entirely logical arguments were finally seeping into the mind of the inferior species, but Applebloom still needed a lot of work. The little ones did their part, but the stupid foal lost her composure and started sobbing again as the sexy newborns climbed up over her body, grinding their little dicks and pussies against her as they did. It was disappointing, but Twilight would prove the superiority of changelings by showing the ungrateful brat mercy.

Still she hiked her tail out of the way as one male pushed his shaft against her pucker, allowing him to slip in with a lewd pop and even adjusting the roll of her hips to accommodate him better. Two more grasped the sides of her head, each going for an ear and pushing their sticky dicks inside. Applebloom looked disgusted at the slippery sound of them pushing into her ears, but allowed them to continue as they made out over her head.

A female wrapped partially around the filly's muzzle as well, and Applebloom obediently slurped at her bottom. Applebloom lapped awkwardly at the tiny pussy and ass when the female had a seat in her muzzle and wrapped all four legs against her muzzle and face. Twilight had to admit she looked quite sexy with horny grubs clinging to her from every side.

"That's it," purred Twilight as she rocked her hips. "Accept your place first, as a pony the most use you can ever hope for is to pleasure us with your torment, but I am offering you more."

Meanwhile, Twilight lost track of how many grubs had managed to crawl inside her, but at least six had clawed their way into her pussy and were now in a writhing ball of sex within her womb. Using her magic to look inside, Twilight licked her lips as she watched the ball of undulating flesh. It was likely at least a few of them would suffocate, but what better way to go out than having an orgy in your mother's womb?

Applebloom got a small taste of the same treatment as Shining's cock expanded in her pussy as a grub crawled up through it. Shining's body thrashed anew as his new cock split apart beneath the claws of the tiny new lifeform, and Applebloom's eyes went wide again. Suddenly she felt the shaft inside her pussy sprout claws, and it took a while to realize that a grub had wormed its way out.

She hesitated, but with a warning glance from Twilight, Applebloom continued moving her hips. She rode the whole body of the little female grub, covered in gore that was once Shining's shaft as it consumed the meat. As the foal's mind broke further, Twilight could feel the first hints of real pleasure break through the agony of claws and fangs nipping at her from inside.

"That's it!" Twilight encouraged. "So new to this and already starting to feel pleasure from it! Before I've even begun a proper transformation! Oh I can't wait much longer! Need to cum!"

Shining thrashed beneath her, groaning into Twilight's fully pussy and making her shiver. No doubt he wondered why he hadn't died even though the young were tearing his body to shreds from the inside out, but Twilight worked hard to keep him going. She constantly regenerated his vital organs only for her young to rip them apart in a sexual rage again and again. The despair that had abated when he believed he would die returned, more than ever as he realized his torment might never end, and Twilight savored the flavor.

"I can't let you die yet, former brother," Twilight moaned. "After all, you still need to witness my defilement of your beautiful bride, and if your cuck cock managed to knock her up, help me rape it out of her. If you didn’t, we can always take care of that now."

As she neared her orgasm, Twilight realized Applebloom's orifices were all in use, so grabbed something else to put it into. There was one unhatched egg, so she cracked it open with a hoof to find a partially rotten dead fetus inside. Cooing lustfully, she picked it up with her magic and pushed the tip of her ovipositor to the half-formed pussy before forcing it inside. The corpse, still warm from being inside Shining's body, swelled grotesquely with her girth as she used it for a fleshlight for a few moments.

Twilight held back, but the little ones gangbanging Applebloom didn't. As the filly became gradually more eager, she slurped the pussy juice of the grub in her muzzle as spunk rolled out of her ears. A new grub pulled his creaming brother out of her asshole, a last shot of sperm spraying up her back before the new one began to plow her. As Shining's shaft came apart, Applebloom creamed hard around the female writhing inside her young pussy, bloody cunt sap drooling around her as another male grub plowed his sister from behind into Applebloom's slit. It was a beautifully gooey site as the foal's mind snapped completely and she began to derive masochistic pleasure from her torture.

The fragile grub corpse Twilight fucked came apart as she creamed as well, bursting from the gut and splattering Applebloom with her glowing goop. Splattering the foal wasn't enough though; Twilight was ready to start the main event.

Twilight pulled herself from Shining's face, her gut still writhing with the orgy within her womb. Shining bellowed loudly when his muzzle was free, confused horror on his bloated face that he was still conscious, feeling his body torn apart yet again as the grubs swarmed his face to lap their mother's juice from it.

Twilight concentrated on her most recent acquisition, allowing Shining to suffer hopelessly in the background to provide her with a constant stream of bliss. Applebloom slumped forward, body almost covered with Twilight's children, little bodies slapping together as the orgy seemed to move from within Shining to the foal.

The filly had ceased sobbing though, shivering more in masochistic pleasure than pain now. As the changeling at her tailhole blew another load, Applebloom creamed herself as well, her goo streaming around the other changeling clawing at her insides as she broke into a fit of convulsions. Her mind shoke with the unfamiliar pleasure as she had her first real orgasm.

"That's it, I think you might be ready, little one," Twilight purred. "You are so much more primed for this than I was."

Twilight gently peeled the grubs off of Applebloom's face, placing them with their siblings elsewhere where they joined the fun there without question. Applebloom panted upwards at her, a look of dazed confusion on her face.

"W-what ya gonna do?" Applebloom asked after a few long seconds.

"What do you want me to do?" Twilight churred, stroking Applebloom's matted mane.

"F-fuck me," Applebloom panted, writhing as two new grubs took up at her pussy and tailhole and she slowly undulated her hips between them. "Ah need yer giant cock in mah underage holes..."

"I'm so proud of you," smirked Twilight. "I'll fuck you again in a bit, but right now I'm going to encompass you in a thick glob of my own feces so you'll become one of us."

"Y-yes please," panted Applebloom, too far gone to care what Twilight did to her if it meant more of this pleasure.

"First, call me Mommy," Twilight grinned wider. "Am I better than your old Mommy?"

"Y-yes Mommy," Applebloom shivered and moaned as her belly convulsed in another smaller orgasm. "Ah'm glad my old Mommy is dead cause she never loved me. Ah hope she died screamin’ in agony like she deserved."

"That's it," moaned Twilight, quite proud of herself at turning Applebloom so hard before the process even started properly. Foal brains were so delightfully easy to break.

Twilight turned around, raising her tail and spreading her legs as she squatted over Applebloom's face. Applebloom didn't hesitate, eagerly lapping up the back of the hanging ovipositor before she moved up to Twilight's tailhole, lapping around the tight anal ring and slurping on it like a hungry infant. She dug her tongue in, though only half of her mind seemed to want to. The other half seemed to do this in desperation to make the pain she still felt stop; if she completed the transformation, all of this would feel so much better.

"Gulp down as much as you can," Twilight shivered at the stroking tongue and allowed herself to relax. The magical goo churned within her body, pushing through her as her sphincter dialated.

Even in her current state, Applebloom hadn't been expecting this to taste good, so when the first gooey green brick of slime touched her tongue, she widened her eyes in pleasant surprise. Twilight's dark magic had already seeped into her enough that it tasted closer to honey than nasty pony shit. She lapped over the oozing turd, suckling on it like a cock before swallowing it down.

The foal did her best to eat all she could, but the magical gunk soon gushed free faster than she could, mostly liquified with the occasional chunk. Soon it overflowed her gulping muzzle and flowed down the sides of her face. The orgy of grubs around her didn't seem fazed, continuing their bliss as their mother's shit encased them as well. The filly tried to moan only to gargle the strange magical fluid, eyes rolling back as she realized she didn't even need to breathe when encased within it.

Twilight rolled her eyes back too, having never done a full changeling conversion on another. She could see why her other Mommy enjoyed this so much, it felt so good to continually release the bursts of processed mutagen as more grew rapidly inside her from her magical energy. With her magical power, she was meant for this, it was a wonder to her that she'd ever considered anything else.

"Twilight... why?" Shining gasped as he watched the display, able to talk more now that his body had been blessed with its new immortality. His body was slowly sealing itself back together from Twilight's magic. "Why are you doing that? Why can't I die?"

"Shhh, this is a blessing," moaned Twilight, raising her voice to be heard over the grotesque gassy sound of splatter behind her. "You didn't deserve to be used and thrown away, but Mommy will never accept you as one of her own, so I've given you another way to serve the Hive for eternity! Isn't it fantastic!"

"It's horrible!" Shining sobbed. His increased terror at her perfect logic surprised her, but wasn't unpleasant anyway. Oh well, he'd catch on soon enough; he was just a slow brainless pony was all.

For the moment, Twilight concentrated more on her task. Applebloom drank her fill, her belly swelling to the point that she looked pregnant, moving her hooves to try and push more into her other orifices. Twilight had to put out more than she would have to cover the little one completely since the grubs eagerly ate their fill as well, but she didn't mind; every moment of this was bliss.

When she finished, Applebloom floated in a glossy glob of translucent goo. She let herself float there limply as the grubs swam around her, spreading her legs as more took interest in her nethers, her hooves grasping another to bring her small behind up to lap eagerly at it. Her lust only fed more into the mutagen, and along with her small size it would no doubt take hold quickly.

"Don't worry, brother," Twilight said to him as he shook his head. "When she's done, you'll be her first egg sack. Isn't it grand? To be an egg sack for mother and daughter?"

"Y-you're insane," Shining sobbed, shaking his head and squirming, but the one thing that didn't regenerate were his limbs; he was still a bloated chunk of flesh waiting to be filled with eggs. He obviously knew she was completely sane and was jealous.

Applebloom did much better. Though she couldn’t make much sound encased in magical feces, her face was twisted to an expression of bliss that stupid ponies might say didn’t belong on a foal. Her moments became soggy as the mutating magic ate at her skeletal structure within, splitting her bones apart as they slowly relocated to a stiff chitin slowly growing beneath her flesh.

It was interesting how every pony blessed by such a process went through it in different ways. Applebloom’s flesh was coming slowly loose like a snake shedding its skin, the first sign how it bunched up as the horny grubs grasped it in their little claws. Little by little the claws worked little tears into it and it slid around on her flesh until finally coming completely loose to reveal her new shell beneath.

Twilight's enjoyment couldn't match Applebloom's though. The filly had imagined what agony she would go through, but this was nothing like she thought; much like Twilight, she marveled that she hadn't realized how amazing this would be earlier. Had she known, she'd have let them have their way with her during the Canterlot invasion instead of waiting until now.

When she arrived, Applebloom feared the changelings, but now she wanted nothing more than to have as many as possible use her while she became one. She shivered as they crawled all over her, the tiny pricks of their claws accentuating the waves of magic looping through her as she transformed.

She tasted another thick meat press against her lips and opened wide. Since it didn't taste like Twilight, she assumed she allowed larger changelings to partake as well. Applebloom accepted them all, slurping the shaft into her throat. What would have gagged her before gave her neck a wonderful stretch, sending shivers through her as she felt another come up behind her.

The filly tried to widen her legs to take them on, though at first all they did was tremble violently as the bones slowly reshaped into the outer chitin. When they did finally solidify enough to move again, she spread her hind legs wide and used her front legs to rub all over her new body.

As she massaged her well-used body, the soggy pony flesh tore free, and nothing had ever felt more liberating as she revealed the glossy layer of chitin below. Her flesh contorted further, her back flesh splitting as insectoid wings grew from there, splaying out in excitement as soon as they'd formed. Now in full control of her moments again, she undulated her whole body against her new siblings, working countless shafts in and out of her, quickly losing track of how many had her.

Her body wasn't the only thing that warped however. The filly's mind was opened to the new pleasure, and now ideas that horrified her an hour ago seemed delicious. First and foremost, she fantasized about Twilight helping her turn Applejack into a real sister for Applebloom once again. She wanted to peel Applejack's old flesh off just as she was doing to her own, then stuff their thick changeling schlongs down one another's throats.

Speaking of thick changeling dicks, Applebloom felt her front split open as well. Just above where her young pussy was getting stretched by prickly changeling cock, her chiten split to allow a new thick slab of flesh. She stroked her hooves along it, pushing it through holes in each of her front legs, cleaning out the excess pony flesh from the holes in the process as she masturbated her new shaft.

But her legs weren't good enough, she wanted to use it immediately. She felt through the slime and grabbed the first body she could find, the tiny squirming form of a newborn. She pulled it closer, pushing her tip to his rear-end even before it was fully formed and pushed it inside. The little one squealed in bliss as she forced it inside, then more as it continued to grow inside.

Applebloom's mind swam with new sensations, the magic only magnifying the feeling of a warm hole around her new shaft. It was so tight, pulsing around her spiny dick as she forced herself in and out. If mounting something smaller than her felt this good, she wondered how Big Mac went so long without fucking her. She suddenly found herself agreeing with Twilight; he couldn't have really loved Applebloom if he didn't want to force his stallionhood into her tight unused hole, because she couldn't imagine much that felt better than this.

Hearing the pained moan of Shining outside of her enclosure twisted her thoughts further, and she imagined betraying Big Mac to turn him into her and AJ's own personal breeding drone without a mind of his own. What better way to punish his refusal to rape his little sisters than by making him a sperm factory for their pleasure.

The rest of her family, they could be unwilling egg sacks for all Applebloom cared. In fact, the idea of Granny Smith being made into one was far hotter than it should have been. Sure, she was a decrepit old mare, but the mere thought of the anguish she'd feel at the betrayal of the family she'd cared for excited Applebloom most of all.

"Oh Applebloom, such sexy thoughts," Twilight said through the mush.

Or at least Applebloom thought so at first. A moment later she realized the voice had boomed into her head over the murmur of what sounded like thousands more muttering and moaning in the background. Her hive connection had opened and she'd been feeding most of her fantasies to her new siblings, which pounded her all the harder because of it. Applebloom hadn't even noticed the horn splitting her skull as it grew out of her head beneath the waves of pleasure streaming through her.

The drones using her all got in one last splurt of creaming goodness before Twilight instructed them to stop. Applebloom took in every drop at first, swallowing hard around the one in her throat to milk all she could. Her upgraded pussy and ass could massage even better than her throat, as she seemed to be able to contract her inner muscles with far better control than before. She sucked the last two dicks dry in her rear entries before they withdrew.

Applebloom's own shaft pulsated wildly as she expelled her own load into the new friend she held in her front hooves, shoving it as deeply as she could and wondering if the little grubs were fully hollow inside from how deep she got. She gasped another deep breath of the goo as she went off, tasting the mixture of fluid now intermingled with it before finally releasing the little one.

The grub she expelled her load in was the last to leave the glob as Twilight gave them the order to leave her for the moment. As soon as they left, Applebloom used her new inner muscles to contract, whole body contorting like a tube of toothpaste having the last contents squeezed out. She expelled the sperm of her siblings, because there was only one that she wanted planted inside her right now.

"Oh?" Twilight knew exactly what she wanted through the connection. "Such an eager new little drone. You want Mommy's eggs in you so soon?"

"P-please," even Applebloom's thoughts stammered in her current state of bliss. "I need it... I want my new Mommy to fertilize me so I can unload into my own victim as soon as possible... please..."

"Mmm, such a good little drone," Twilight purred, tugging Applebloom free of the slop, stroking her whole body through a wave of magic to tug the rest of her old skin free of her new form. "So many lewd thoughts already, already wanting to make use of inferior races."

Tugging the slime-covered filly further out of the shell, Twilight leaned back onto Shining's reforming body. Thanks to her magic, his gut had almost completely sealed back up, pieces of egg and stillborn changelings within absorbing into him to facilitate his regeneration. He was definitely ready for another load, but Twilight wouldn't offer him immediately.

Twilight lay Applebloom atop Shining's torso, letting her straddle him before picking up her rump in her front hooves. She positioned her ovipositor against Applebloom's entrance, making sure her former brother could see the penetration as the smaller pussy stretched slowly over her length.

She felt Shining's disgust at seeing such a hot young pussy stretched over a throbbing rod; it seemed he'd learned much less than she'd hoped if he was still sickened by the sight of underage holes getting stuffed. It seemed he might never learn, but that was why he was an egg sack and not a drone. She couldn't believe she ever felt true affection for this worthless life form.

But for the moment she concentrated on the hot fresh changeling plot beneath her. She shivered as her ridged protrusion worked its way into the tight hole, and Applebloom pushed back more than before. The filly-drone panted and shivered, her new pussy allowing her so much more pleasure from the monstrosity being rammed into it. It delighted Twilight to see her so eager; all that torment had paid off.

As she worked her hips back against her mother, their hips slapping together loudly, Applebloom further amused herself by picking bits of flesh away from Shining's re-ruined shaft. She could feel his torment with her new magic, and was savoring every last moment. The mixture of love from her mother and siblings with the agony of their victims was by itself better than any sex, and the addition of Twilight's shaft pounding her from behind intensified it even more.

"I tell you what," Twilight panted above her, tugging at the frill on Applebloom's head with her teeth. "Tell me what would you do to Shining next if you were me? What should his next big punishment be? If you come up with a good one... I'll let you implant your eggs into him."

"Yes!" Applebloom groaned. The very idea made her pussy wetter, the greenish fluid it now produced drooling down both their thighs. "We could do Cadance in front of him, or maybe let him impregnate her just so we can force him to rape his own foal like a good father! Spear his cock into their plot and out their muzzle, then leave them there where he can watch the foal he murdered rot before his eyes!"

"Oh I like that," Twilight's own hold got juicy from the thought. "I could speed up a pregnancy too, that's definitely an option now isn't it. Oh we are going to have so much fun together, aren't we, you creative little thing."

"Oh yes," Twilight drooled atop Applebloom's head. "Have him make the niece or nephew I said I wanted only to use them up in front of him. His emotions from that would be so utterly delicious."

They spoke aloud so Shining would hear, and that alone fed them scrumptious emotions, a nice mix of anger, fear, and self-hatred for being caught in the first place. Such a fountain of emotion, it truly would have been a waste to allow him the mercy of death.

Twilight slowed down to enjoy the moment, savoring the new convert to their superior race. She took long strokes, letting each ridge and spine pop past the tightening lips with lewd pops, moving her head close to Applebloom's face to hear the labored panting of her passion.

But even after all the energy she spent today, Twilight had trouble holding herself very long inside Applebloom. The little one was full of fresh energy after her conversion, her tunnel convulsing in ways that even an adult pony never could, milking and twisting around the ovipositor as Bloom's body begged for her mother's fertility.

Twilight finally gave it, Applebloom pressing her bottom back willingly against her new mother as Twilight grasped her flanks and drilled into her egg factory as hard as she could. Applebloom squealed and writhed beneath her, overcome with the pleasure of the sperm mixing within her.

Even if she'd been a dirty mud pony a mere hour ago, Applebloom knew how to focus her new magic into forming the eggs quickly within her. After all, she was now part of the hive, sharing all their knowledge. Even if she'd never have Twilight's raw energy, she still knew everything Twilight knew as part of the Hive.

When finally done, Twilight pulled free, Applebloom clenching hard around her, hole sucking the remaining juice from her schlong as it pulled free.

"There, Shining is all yours," Twilight instructed Applebloom, allowing the filly fully access to do what she wanted. Twilight backed off to see how she'd handle it.

Applebloom had feared she'd be exhausted when it got to this point, but her transformed body really was amazing. It felt like the more she did, the stronger she got. The whole cave was a feast of emotions, she wondered if she'd ever have to stop; she felt like she could do it forever.

Shining groaned and looked away as Applebloom turned herself around atop him, licking her lips. She ran her hooves over his torso, feeling how concave his gut was, all the unnecessary parts gone to make more room for her eggs. Her own gut felt more fully than it had ever been, as if Twilight's juice multiplied inside her. She was ready to spill her first load.

All the same, she wanted to take her first batch slowly and savor the moment, so took a while to enjoy Shining's hopelessness. Doing this in front of his sister made her think of what it'd be like to do this to her own brother and it only drove her tainted mind further into the heights of erotic bliss. She wanted to take in every detail, she wanted to improve as much as possible so when it came time, she could make her friends and family suffer all the more.

She let her ovipositor extend out onto his belly, sliding her body down into place as she did so. It throbbed against his matted fur as she moved it across the wound where his shaft had been and between his rump cheeks. He'd been healed nicely in all the right places, his tight anal ring feeling tight against her tip, as if it'd never been used at all. Her new mother definitely had her best interests in mind.

Shining didn't bother to beg and tried not to squirm. Perhaps he thought he wouldn't give his new tormentor the pleasure of his resistance, but his mind was giving her all that she needed.

She waited until it felt like he was calming down before she shoved forward with her hips. It surprised her how much power she had, pushing belly-deep more easily than she expected in spite of his rear clenching like a rusted vice grip. His body arched as the sting pushed through him, and Applebloom rolled her eyes back both at his suffering and the slick flesh rolling down her shaft.

His insides were sopping wet with the slimy remains of his last batch, her tip pushing bits of egg and still-born hatchling out of the way as it penetrated. As much as she wanted to take her time, she couldn't stop herself from working into a swift motion, shivers running through her to match the spasms of pain that passed through him with each shove. With each one of Shining's reactions, she wondered how her own family and friends would react when it was their turn.

"Mmm, you really do want to go after them," Twilight purred knowingly, reaching a hoof to slide down over Applebloom's undulating hips to encourage her. "Don't worry, we'll both be fulfilling so many of our dreams from now on."

Mind swimming with possibilities, Applebloom's hips moved faster still. She would easily have popped already if she hadn't had so much fun up to this point, but she still felt the swelling within her as she moved towards her climax. It was different than before, the flesh of her torso contracting and rippling as her body pushed the forming eggs within her towards her ovipositor.

Applebloom clenched her teeth as she felt the first pushed into her, Shining's opening stretched wider over the shape of the egg as it visibly moved down her fuck tube. Another quickly followed, all lined up and ready to push forward. She tightened up, trying to slow their descent and make the moment last as long as possible. She'd never felt anything like this and would draw it out forever if she could.

"Not again please," Shining sobbed as he felt his tight anal ring pop past the shape of more eggs being pushed into place, ready to blast into him again.

"Again and again and again," grinned Twilight. She continued stroking Applebloom's behind as she leaned over to lap the tears from Shining's face. "This is your purpose now, and you'll be doing it forever, until you've forgotten who you are or how you got here. All you'll know is that you've felt agony for as long as you've existed... but don't think of that as a bad thing. You'll forget all those useless years and only know that you've been of great use to us for as long as you can remember."

"Fuck that's hot," Applebloom drooled at her mother's dirty talk. She couldn't hold it under that sort of mental assault.

She finally blew her load harder than she ever thought possible. It wasn't just fluid streaming out of her pipes, but large chunks of slime and thick eggs. She pumped her hips hard, the eggs flowing through her faster than she thought possible, but feeling each individual one as it stretched out her ovipositor in passing.

Shining screamed in pained frustration as he felt the stinging slimy mess enter him, shaking his head in desperation. In spite of Applebloom's smaller size, she still managed to stuff him full enough for his concave belly to swell into a bloated mess. She wasn't sure how she did it, nor did she care.

"Yeees," Applebloom drooled. "Ah'm doin' it, gonna have cute little grubs... then ah'm gonna fuck all their holes and their gonna fuck mine!"

"That's it!" Twilight encouraged, overjoyed that she'd undone Applebloom's mental programming to make her a normal child. "You've gone from being a worthless mud pony to a drone so quickly, I'm so proud of you, my little egg slut."

Even after she finished, Applebloom couldn't stop her frantic hips from moving for several long minutes, packing her eggs deep within. She felt like she emptied out her very soul during her first egg implantation, but had no reason to care anymore. Her mind swam with Shining's renewed agony, Twilight's pride, and the surging emotions of everyone else in the egg chamber.

"I see you're passing along my wisdom," a new voice spoke as Applebloom was coming down, Chrysalis. "This one is related to one of your precious Element friends, yes?"

The foal had been so enamored with her task that she hadn't felt the Queen come closer, but now looked to see her casually pinning down Twilight, thrusting her hips and entering her from behind as Twilight's eyes rolled back and she enjoyed the familiar shape of her favorite shaft.

"Yes, Mommy," Twilight shivered and worked her hips back against Chrysalis.

"Then perhaps it's time for us to move forward," Chrysalis smirked, then licked her lips at Applebloom. "Are you ready to assist the cause, little grub?"

Being spoken to by Chrysalis before would have been terrifying, but now the former filly felt a wave of comfort from the Queen's mere presence.

"So much," Applebloom moaned. "Ah can't wait... "

"Good," Chrysalis grinned. "But you will wait a little while. I want a turn with my favorite daughter's first convert."