Masquerading Mothers

by Some Leech

Rating: mature
Tags: My Little Pony: Friendship is Magic, Fetish, Comedy, Porn, Sex, Queen Chrysalis, Stellar Flare, Slice of Life
Length: 3952

What happens when Stellar Flare and Chrysalis share a bottle of wine? Lighthearted and steamy shenanigans, of course!

Chrysalis, having taken safe harbor within the secluded town of Sire's Hollow, has been growing more comfortable with her roommate, Stellar Flare. The two have been growing closer, as time passes, with each finding themselves actually enjoying with the other's company. On one particular evening, and after some wine, talk of a costume party comes up. Let's just say that the changeling brings the concept of impersonation to a whole new level!

Kinks include: Female/Female, Oral, Sex Toys (Strapon), Sixty Nine, Squirting, Sexy MILFs

This is a collaborative project with Hatter's Lye, a wonderful artist who's made art of these two on Derpibooru. Go check him out!

Artwork by Pusspuss

Published 2019-02-27 21:20:01 UTC
Last updated 2019-02-27 21:20:01 UTC

And Affectionate Acting

“Did he really?” Chrysalis asked incredulously, as she leaned forward and sipped her glass of wine.

“Oh, you have no idea!” Stellar laughed, steadying herself on the table. “The arrogant bastard, in his infinite wisdom, disallowed access to the very library which housed the ancient recipes he so dearly wanted the town baker to use! I mean, honestly, I’m surprised he was able to raise his daughter as well as he did,” she added, levitating the bottle over from the counter to shore up her little goblet.

~

These type of evenings had become a not uncommon ritual, for the two. Sitting in the living room or kitchen, telling stories or chatting congeniality over a nightcap of rosé. Stellar and Chrysalis, each an older and distinguished mare, in their own right, had come across one another several weeks prior. The changeling Queen, having been stymied time and again in her attempts to overthrow Equestria, had fled her traitorous hive some time ago. Starved, weak, and with nopony to turn to, she’d stumbled, quite literally, upon Sire’s Hollow. Stellar, upon learning of their unexpected and afflicted visitor, lept into action, volunteering her home and doing what she could to nurse Chrysalis back to health.

Too weak to offer any resistance, the Queen consigned herself to slowly recuperate in the secluded town. Much to her surprise, nopony in Sire’s Hollow knew exactly who she was or what crimes she’d committed. Although she initially detested playing nice with the townsfolk, biting her tongue and forcing herself to be cheerful, it wasn’t long before Chrysalis adapted to her surroundings. Honestly, she wasn’t sure if she’d have been able to put up with the little community, where it not for her host.

Chrysalis found the dignified mare was, in a sense, nearly as cunning and sharp witted as herself. Astoundingly capable, the mare had lived by herself, since she’d seen her precious son, Sunburst, had moved off to the crystal empire. While Chrysalis hadn’t been thrilled with the news that she was under the roof of an enemy’s mother, she restrained herself. After all, with as wonderfully skilled and gracious as Stellar was, she couldn’t fault the mare for her progeny’s shortcomings.

Stellar, while being woefully ignorant of changelings and their needs, had quickly become accustomed to her guest, even if their confusion had initially resulted in a rather salacious experience. Still, she found Chrysalis exceptionally interesting and, despite her co-workers swearing the contrary, rather charming. She had to admit, the Queen could be a bit of waspy, no pun intended; but, for her, she found her visitor’s cynical demeanor terribly amusing.

And so, the two had grown closer, as time passed. Most days consisted of Stellar trotting off to work, plotting ways to lure in businesses to the town, while Chrysalis would stay home, often begrudgingly tidying up and helping with things when she could. Admittedly, the chores had become more tolerable, of late. The changeling told herself that it was because she’d simply become familiarized with the tedious tasks, regardless of the circumstances and her growing friendship with the unicorn who’d given her shelter. Still, she held a mounting fondness for the mare, although she was reluctant to admit it.

~

“Oh, I almost forgot, a package arrived for you earlier,” Chrysalis noted, motioning a hoof towards a cardboard parcel sitting in the corner. Even though she’d been tempted to open it, having previously done a bit of snooping around the house, when left attended, she had abstained. It would have been rude and, furthermore, her host would have likely noticed any tampering.

“My, I didn’t think it would arrive so quickly,” Stellar intoned, dismissively looking over at the box. She’d taken the liberty of making an order the week prior, in preparation for Nightmare Night, but hadn’t expected it to be completed in such a timely manner.

“You’re not going to open it?” the changeling pressed, glancing between her host and the offending package. She was, among other things, an inquisitive insect, and her curiosity, coupled with the libation, was getting the better of her.

Waving her forehoof, Stellar shook her head. “It’s just a silly little outfit, I’m sure you’d just think it’s foolish,” she chuckled, hovering the bottle over to top up their glasses.

“Come now, I’m sure that a mare of your standing wouldn’t order anything of the sort,” Chrysalis shot back with a smirk. Stellar’s tastes were rather well developed, if she did say so herself, so she was certain that the getup would be interesting, if nothing else.

With an exasperated sigh, the unicorn set her glass down. “Fine, if you insist. But you have to promise, you can’t pick on me,” she lightheartedly grumbled, retrieving the box and trotting into the living room. “And no peeking!” Stellar added, poking her head back around the corner.

“Yes yes, of course,” Chrysalis reassured, turning her back to the doorway to assuage the pony. ‘How bad could it be?’ she thought, smiling to herself, as she patiently waited. Sadly, her concerns were realized, when she heard approaching hooffalls. Turning and peering behind herself, the Queen’s jaw nearly hit the floor. Stellar, for some nonsensical reason, was wearing a changeling outfit, replete with holey leggings, the facsimile of a carapace, and transparent, decorative wings.

Noticing her guest’s surprise, Stellar began to blush. She dearly hoped she hadn’t upset the monarch. The whole reason she’d purchased the costume was in the hopes of wearing it on Nightmare Night with her friend. Her fears, however, were quashed, as Chrysalis loudly guffawed. “Y...You said you wouldn’t laugh!” she protested, stomping a hoof in irritation. Internally, she was extremely relieved, but she still didn’t appreciate being source of such ridiculous amusement.

“No, no, no, it’s quite cute. Although,” the Queen commented, “they could have improved on it.” Hopping down from her chair, Chrysalis ambled closer, swaying slightly, as she inspected the garment. “For starters, the shell isn’t properly textured and the leg voids are too large,” she added, circling Stellar.

“Well, maybe they didn’t have a changeling gracious enough to volunteer to model,” the unicorn smugly rebuked, huffing and turning away. Just as she blinked, a flaring emerald light caught her attention. Turning back, she found, much to her chagrin, a nearly mirror image of herself; nearly, in that, the eyes retained their cat-like pupils and, for whatever reason, the eyebrows were far too thick and bushy.

“Oh, I’m sorry Dear. What were you saying?” Chrysalis mocked, mimicking the mare’s voice relatively well. It wasn’t her best attempt at copying somepony, but the wine, and her still somewhat weakened state, were taking a toll on her transformative abilities. That being said, if Stellar wanted to play dress-up, she was more than game. “Why, I’m just a prim and proper mare trying her best to help her little town,” she taunted, strutting around the unicorn.

“And I’m just a changeling Queen who nearly succumbed to exposure, even though I have a successful hive of underlings!” Stellar mocked, hopping up to the table and pouting her lips. She’d had no intention of firing the first shot in a parody competition but, by Celestia, she wasn’t going to be shown up that easily.

Chrysalis, still disguised as the unicorn, scrunched her snout at the slight. Her metamorphosis based magic ignited, as her form altered slightly. Her posterior, a picturesque copy of Stellar Flare’s own derriere, ballooned out to an extent. “Me, oh my! This old mare’s had a bit too much cake! It looks like I may have put on a few pounds,” she hooted, peering back at her embellished tush.

“My goodness, it’s a shame I don’t have more delightfully energetic mares to feast upon. If I did, I wouldn’t be such a lanky bag of bones,” Stellar countered, her brow furrowing, as the jibes continued. While she knew she wasn’t overweight, it was a point of constant worry. “And,” she continued, hopping from the table, “I’ll have you know, mares look best with a bit of cushion.”

“True,” Chrysalis said, under her breath. “But that’s not to say taller, distinguished Queens aren’t worthy of attention,” she added, shifting back to her regular self and turning to face her tormentor.

“A fair point, I must confess,” the unicorn whispered, craning her muzzle up to her guest’s. Creeping nearer, her breath hot against the changeling’s lips, she peered deeply into Chrysalis’s eyes. “So,” she cooed, “what would you like to do now, Queeny?” Though she was feeling relaxed from the wine, the unicorn was fully cognizant that she was a bit turned on by her guest. There was just something about Chrysalis which she found attractive. From her flowing green mane, piercing, cat-like eyes, and tall, svelte figure, she was quite a stunning creature.

Emboldened by the mare’s words, and slightly tipsy herself, Chrysalis peered down at her host. “Yes, I believe we should take this discussion to the bedroom,” she purred, licking her lips expectantly. Without saying a word, Stellar withdrew, pulling away and trotting towards the door. Upon reaching the doorway, the mare looked over her shoulder, an aloof expression on her face.

“The Queen most certainly does agree that this would be best continued in the royal bedchamber,” Stellar flippantly tutted, holding character, as she made her exit. Having made her leave, she slowed, listening for any telltale signs of pursuit. Sure enough, in mere moments, she heard a hoof against the floor, followed by a second and third. She’d halted just within earshot, but far enough away to keep her guest from spotting her. Briskly trotting to her room, she flung herself onto the bed; while laying on her side, she struck a dramatic pose.

As if Stellar’s flirting wasn’t enough of a clue to her amorous intentions, Chrysalis already detecting the subtle, yet alluring, scent of the mare’s arousal. She had feasted upon her host once prior, shortly after having been rescued and brought within the walls of Sire’s Hollow, but only on that single occasion. Although her strength was steadily returning from rest and traditional pony meals, she wouldn’t mind slaking her thirst on something a bit more substantial. Scampering after the unicorn, she began to salivate.

Daintily holding a hoof to her chest, Stellar sighed. “Are you ready to submit to your queen?” she asked, her marehood peeking from between her thighs. Role-play was something she’d not gotten the chance to try but, seeing as how the situation has spontaneously unfolded, she wasn’t going to drop the act. Patting the mattress, Stellar shifted, parting her hind legs and giving a tantalizing glimpse of her nethers. She just hoped that she didn’t look too silly in the changeling outfit.

“How about this…” Chrysalis mused, strutting towards the bed. Gently pushing Stellar further onto the mattress, she climbed onto the cushiony surface herself. Positioning her head near the unicorn’s loin, she lowered herself onto the bed, prior to gently rolling to her side. The mares, now facing one another but oriented in opposite directions, were essentially in a sixty-nine position. The pony’s aroma, sweet and earthy, as it tickled Chrysalis’s nostrils, was heavenly. Unlike a male’s, the bouquet was far more delicate and pleasantly floral. Before she could savor it any longer, she was jolted from her reverie.

Spying Chrysalis’s juicy snatch, a single drop of her juice trailing down her inner thigh, Stellar lept to action. Shimmying forward, she dragged her tongue along her partner’s entrance, allowing the tangy and slightly sweet flavors of the changeling to dance across her tongue. Too fixated on servicing her guest to properly ask for any attention herself, so she merely lifted her leg and flexed her pelvic muscles, forcing her marehood to wink invitingly.

Staring at her host’s glistening entrance, Chrysalis gulped. Infuriatingly, and inexplicably, she was hesitant. It wasn’t that she was scared or anything; she simply didn’t want to disappoint her partner. Having only bedded a scant handful of females in the past, and never having felt any desire to dispense pleasure, it was a tense situation. Her tongue, long and sinuous, probed into Stellar’s depths, eliciting a throaty moan from the mare, as she pressed her lips to the unicorn’s slit. The pony’s flavor was exquisite, reminiscent of citrus and candy, as she devoted herself to the task at hand.

Not to be outdone, Stellar quickly regained her composure. The changeling’s tongue was divine, far superior to any other equine’s she’d encountered in the past. Snuggling a bit closer, she plied her trade, accosting the Queen’s sensitive and juicy orifice with a deep, skillful kiss.

The two mares lay locked together, squirming and groaning blissfully, as each serviced the other. As the minutes passed, their bodies started to move. Fitfully, they’d buck against their partner’s face, painting one another’s features with their juices. Chrysalis, feasting off of the carnal energy and nectar of her host, was rapidly approaching her limit; while Stellar fought to contain an orgasm of her own. Cocking her head sideways by a fraction, the changeling licked the pony’s clit, while simultaneously caressing her g-spot with her tongue.

Stellar’s eyes flew open, while she recoiled in shock. Her thighs, each trembling ferociously, clenched around the Queen’s head, as she came. The experience was unlike any she’d ever had, and was by far the best cunnilingus she’d ever received. Panting, she rested her head against her guest’s inner leg, fitfully kissing at the changeling’s drooling snatch. She was somewhat angry at herself for, what she considered, a loss. To make matters worse, she heard her guest begin to softly chuckle.

“Awww, don’t feel too bad,” Chrysalis quietly snickered, having withdrawn her tongue to peer at the unicorn. Honestly, she was a bit surprised with her own performance, given her lack of experience with the matter and how tipsy she was. Her grandstanding, however, was cut short, as the pony began to stir.

“Up,” Stellar croaked, knitting her brow and getting to her hooves. Unsteadily, she hopped to the floor, her eyes locked on the dresser sitting on the opposite side of the room. There was one item in her collection which she’d only had the chance to use one time prior. Ambling over to the chest of drawers, she pulled one open and rummaged about. Smiling wickedly, she pulled the object free, as she turned back to the bed.

Chrysalis, now standing on the mattress, looked over. Her host had, what appeared to be, a dildo which was affixed to some sort of harness. The dong itself was shaped like a stallion’s, about an average length and girth, if she had to guess. It’s base, curved to contour the groin of the wearer, was equipped with a set of studs and a smaller insertable nub, presumably to stimulate whoever was using it. She hadn’t been expecting such a device to come into play, but she wasn’t opposed to the prospect of it.

Stepping into the leather straps of the strap-on, Stellar pulled the rig to herself. She’d only used it once before, on a sultry mare for a one night stand, and she was more than pleased at the opportunity to wield it again. Sure, it may have been the alcohol talking, but she really wanted to give it to Chrysalis. “So,” Stellar mused, waggling the length of toy between her hind legs, “have you ever seen one of these?”

In truth, Chrysalis had not; why would she have? Changelings held the ability to morph their bodies as they saw fit, altering their physiology to suit anything from covert espionage to all manner of sinful delights. Even taking that into account, she’d never been rutted by another female, always having preferred to deal with stallions. “Hmmph,” she huffed, attempting to mask her growing interest, “do you even know how to use that thing?”

Peaking an eyebrow, a smug smirk crept across the unicorn’s face. “How about you present yourself and find out,” she muttered. As always, Stellar was prepared for moments like this. Magically levitating a bottle of lube over the marital aid, she doused its length in the clear, sticky fluid. Haphazardly tossing the phial to the side, she looked up and was greeted by an enticing sight. Chrysalis, in all her leggy splendor, had done as asked. Her chest pressed to the mattress and hind legs splayed invitingly, the Queen peeked back at her. Hopping up onto the bed, Stellar did her best to conceal her excitement. Rearing back, she placed one forehoof on the changeling’s hip, while using the other to guide the tip of her toy to her partner’s entrance.

“Hmm hmm hmm,” Chrysalis snickered, peering between her legs at the mare, “do you need any help?” She knew she was likely in for a ride, given how exhilarating Stellar’s carnal prowess had shown itself to be. Feeling the head of the dildo prod her sopping wet and hungry snatch, she pressed back. As the length of dong slipped within her, a throaty groan escaped her lips. Her wings, concealed beneath her carapace, slowly unfurled, twitching slightly at the stimulation. “Rut your Queen,” she hissed, waggling her behind while affixed upon the sex toy.

Skillfully bucking her hips at just the right angle, Stellar made the changeling gasp. “Gladly,” she whispered, delivering a soft spank to the onyx flesh of her partner’s tush. Pressing Chrysalis’s waist downward, to ensure the angle was optimized for maximum stimulation, she started pumping to buck. As she moved, the portion of the toy within herself rocked back and forth, sending waves of pleasure through her. She couldn’t say who had designed the fangled thing but, whoever they were, had ensured that the wielder wasn’t left neglected. As she stood there, rutting her matriarchal guest, Stellar couldn’t help but fixate on a theory she’d had. Yes, Chrysalis had shown herself to be strong willed and, at times, officious with matters, but Stellar wanted to test something. Her horn ignited, seizing hold of the changeling’s dock, as she increased the speed and force of her pounding.

Chrysalis’s emerald eyes rolled to the back of her head, as a surge of bliss washed over her. She was already close to cumming as it was, seeing as how the oral from before had only served as an appetizer; but now Stellar was ravaging her from behind with all of the, no, more finesse than a stallion. “H…Harder,” she whimpered, rocking back to meet the unicorn’s thrusts.

“There’s a good little mare,” Stellar purred, her sorcery expanding to tangle itself in the Queen’s mane. Caressing Chrysallis’s leg with her hoof, she could tell the changeling was close, judging by the tremors going through her thigh. She wasn’t far from popping again herself, but not just from the sensation of the toy teasing her clit. No, exerting control over the tall bug-horse was just as, if not hotter than, the sexual act itself. Shifting gears into savage jackhammering, the toy expertly placed to have its flared head accosting the changeling’s g-spot, Stellar bit her lip. “S…scream for me!” she barked, teetering on the edge of her second orgasm.

Without giving it a thought, Chrysalis obliged, howling in incoherent ecstasy, as she came. The delights of the flesh, mingling with her species’ inherent parasitic ability to absorb energy, sent her spiraling into an abyss of euphoria. Her marehood gushed, spattering the orange mare and bedspread with her juices, as it pulsated wildly. Ropes of saliva hung from her fanged maw, while she continued to cry in delight. Were it not for her strength of will, her resolve nearly flayed beyond all reasoning, she would have collapsed to the mattress. Yet Stellar did not cease.

Teetering on the brink, the unicorn continued her assault, Tartarus-bent on achieving release. Grunting furious, her teats slapping against her partner’s backside, Stellar hammered away at the insensate changeling. Her heart skipped a beat, as her body was wracked with climactic bliss. As she threw her head back, wailing in pleasure, she squirted over the strap-on. Hot nectar surged past the harness, gushing to the bedspread. Unlike Chrysalis, Stellar’s legs did give out, leaving her to briefly fall over the Queen’s back, before rolling to the side.

With her partner finished, Chrysalis limply crumpled to the bed beside the unicorn. The two sat motionless, save for the rhythmic rise and fall of their chests, as they recovered. Turning her head to the side, the changeling studied the sweat streaked face of her friend. Friend...The word was almost alien to her. In her many, many years on Equestria, she’d always been hesitant to prescribe it to another, even the brood in her own hive. Before she could dwell on the matter, Stellar opened her eyes.

“Sweet Celestia, I haven’t had that much fun in a while. I might just need to keep you around, Queeny,” the mare affectionately whispered, reaching up and wiping a strand of the changeling’s seafoam blue mane from her face.

The statement, as simple as it was, gave Chrysalis a moment of pause. Despite herself, a blush creeped across her face, and her heart skipped a beat. It wasn’t directly due to the mare’s words, but because she realized that she felt the same. There was no denying it, she’d actually taken a liking to this pony. No, more than that; she admired Stellar and genuinely enjoyed their time together. Unsure of what to say, and with a growing tightness in her chest, she awkwardly opened her mouth, only to have a hoof delicately pressed against it.

“Let’s take a shower and get some rest,” Stellar said, easing herself from the bed. “After we change the sheets, of course,” she softly tittered, sorcerously removing the strap-on and costume before sauntering off towards the bathroom. What had she been thinking, saying that. Yes, she was cognizant that she had growing feelings for the changeling, but she shouldn’t have been that forward. After all, Chrysalis was a Queen, and she was just a simple pony. Why, she’d nearly kissed her.

“Stellar…” Chrysalis quietly called out, rolling from the bed. She had to say something. The pony stopped, looking back at her with a questioning half-smile. “Thanks,” she blurted, trotting up behind the mare.

“Oh, you’re quite welcome. It’s the least I could do! Next time, you can use that little harness. I mean, if you want,” the unicorn replied, sheepishly nodding at the discarded and cum slick rig.

“Pfft, please. I could just make my own,” the changeling haughtily huffed, walking past the pony and to the restroom.

“Wait,” Stellar thoughtfully exclaimed, “you can do that?”

“Mmmhmm,” Chrysalis hummed, with a nod.

The two made their way to the shower and cleaned themselves, chatting cheerfully all the while. After changing the sheets, and tossing the sullied linens in the wash, they curled up together under the fresh, warm blankets on the bed. Neither knew exactly what the next day would bring, or where their blossoming friendship would lead, but, in that moment, they were content...

~

Elsewhere

~

Far off, in the realm of the Crystal Empire, a dandelion colored stallion fretfully scampered about his room. An open suitcase lie on his bed with various books and spare capes strewn about it. It had been quite some time since he’d paid a visit to Sire’s Hollow, his previous trip having been on a friendship mission with his colleague Starlight Glimmer, many months ago. He hadn’t sent word to his mother about his impending visit, opting instead to surprise the aging mare. Stroking his vermilion goatee, and magically adjusting his glasses, Sunburst hoped he wasn’t forgetting anything for his trip…