Brood Queen

by Jest

You Will Rue This Day, Twilight Sparkle!

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Stepping into the next room, Chrysalis looked around in barely contained excitement. The walls, roof and floor were all the same crystal as the last room, only this room seemed even larger still, with higher ceilings and a generally bigger space. In the center of the room was an enormous four poster bed, and an end table with several different bottles on it, no doubt containing lube, and anything else they might need. Other then that the room was stripped bare, including the alicorn herself, who sat on the side of the bed, her hands against the sheets and a smile on her face.

“You must be miss Orange Apple.” She began. “Welcome to Friendship Castle, my name is Twilight Sparkle.”

Chrysalis resisted the urge to yell duh as sarcastically as she could manage and instead gulped and did her best to appear small. “H-hello princess.”

“As you may already know all my partners give birth to triplets, so if you don't want to deal with that many foals say so now so I can line you up with another stud.” Twilight explained, the alicorn standing up, and making her unexpectedly large breasts jiggle.

The changeling could hardly tear her eyes off the pony, as she had never seen an alicorn in the nude before. Sure she had come close a few times, but now that she was so close to such a fine specimen, Chrysalis felt any last doubt niggling at the back of her mind disappear completely. She was the peak of physical perfection, with a body that any mare, and perhaps even stallion, would envy.

Though they werent notible at first, the alicorn’s body was covered in barely concealed muscles, the mare having evidently gotten quite a work out from all the sex she's been having. More than that she also had more curves then most ponies could dream of, with breasts that would make even most lactating mothers envy. She also had easily the biggest dick Chrysalis had ever seen on a pony, and with a hefty set of balls to boot.

“That's f-f-fine.” Chrysalis stuttered, tearing her eyes from her enemy’s throbbing, semi hard cock.

“Watch out Twilight dear, she is quite anxious I fear.” Zecora cautioned.

The changeling was about to offer an argument to the contrary, but was beaten back by a wave of sympathy that erupted from the alicorn. “Oh my, is that true?” She asked, genuine concern flashing past her eyes.

“Err yeah…” Chrysalis murmured. “I was getting stress cramps earlier but Zecora helped me out.”

Twilight gripped the changeling’s shoulders tightly, her worried expression dulling somewhat. “Well that makes me feel better. Oh and don't worry, you’re the last festival goer before we close up shop so to speak so we can take things as slow as you’d like.”

Chrysalis nodded, conflicting emotions rising in her chest from the alicorn’s proximity. One part of her wanted to lash out and use the sizable quantities of love she had obtained to subdue her once and for all, while her more intellectual side calmly reminded her to stick to the plan. Pushing past the more base of her urges, the queen relaxed and gently brushed aside the alicorn’s hands.

“Thanks, I’ll think about it.” Chrysalis remarked, unable to meet the alicorn’s gaze.

“Excellent.” Twilight declared, before leaning to her right and looking over to Zecora. “Thank you again Zecora. Oh and I made sure to check the enchantment and it seems to be working, you should be able to go straight to your hut, or your house in town from the portal hub.”

“Good, because strength I certainly lack, and I wouldn't want to walk all the way back.” Zecora replied, smiling warmly. “I will see you again soon my gentle rose. Oh and do keep off those pesky clothes.”

Twilight Sparkle blushed, and rubbed the back of her neck awkwardly as the zebra slipped out a side door and disappeared.

Leaving Chrysalis alone with one of the few ponies she genuinely considered to be a true opponent. The queen had to remind herself not to think that way right now, as she was not a queen, but a mere mare searching for a stud and Twilight was merely a means to an end. After taking a deep breath, she looked nervously up at the alicorn, her hands clutched tightly before her.

“I uh, sort of forgot my clothes back there. I hope you don't mind if we skip ahead a little?” Chrysalis asked with feigned worry.

“Of course!” Twilight declared with a chuckle. “I’m afraid I’ve gotten rather used to nudity myself. A little too used to if you ask Rarity.”

Chrysalis chuckled awkwardly with the alicorn, playing along with her little joke. “I suppose she would be the most concerned, seeing as her livelihood depends on it.”

“True, but I don't think she has to worry as much as she does.” Twilight added. “It's not like nudity is going to become okay overnight. I mean could you imagine it, everypony walking around naked all the time?”

“That does sound kind of silly.” Chrysalis admitted, feigning a blush and pushing down the urge to mention that ponies were indeed nudists once upon a time.

“Now then, let's get started shall we?” Twilight asked, her smile returning to her features.

“Err sure princess, lead the way.” Chrysalis remarked.

Twilight giggled. “In here I’m just Twilight, unless you’d prefer to call me that.”

Chrysalis shook her head. “Twilight is better.”

“Good.” Twilight declared, before grabbing the changeling’s hand. “Now come on, I can already tell this is going to be fun.”

The queen allowed herself to be guided towards the bed by an eager Twilight, the pony radiating love and affection nearly constantly. The strength of said emotion was significant, and Chrysalis had to admit that it made her wonder just how much love the alicorn could produce. By her estimates, if the alicorn did genuinely love the changeling queen, she would likely be able to feed a mid sized hive without having to look for a secondary food source.

Filling that bit of information away, the changeling followed Twilight as she sat on the edge of the bed, her butt coming to rest a respectful distance from the alicorn. “So, we can go however fast as you’d like. You just tell me what you want.” Twilight announced with a grin.

“Well Zecora did a really good job at getting me uh, ready. So maybe we could start?” Chrysalis asked awkwardly, the weight in her guts serving as a potent reminder that she needed to be bred, and soon no less.

“Sounds good, and don't worry I’ll start slow and work up to it over time so you don't get too overwhelmed.” Twilight added, blushing slightly. “I’m a little bigger than most I’m afraid.”

Chrysalis nodded, only barely able to contain her genuine anticipation at the notion of having such a beast of a cock inside her. “That's okay.”

With a smile, the alicorn stood back up. “So, what position would you like? I’m partial to missionary, but if you want to try something else that's fine with me.”

Chrysalis pretended to think about it for a second before shrugging. “That sounds okay to me.” She admitted, having remembered that ponies tended to emit more love when you maintained eye contact while having sex.

“Wonderful!” Twilight declared. “Here, allow me.”

Before Chrysalis had a chance to disagree, the alicorn had lit her horn, and levitated the changeling up onto the bed, her head against the pillows while the rest of her body was gently laid out. Though Chrysalis’ instincts had been to resist, the overwhelming wave of positive emotion coming from the alicorn told the queen that she had no ill intentions. Even still, it was rather hard to resist the urge to buck the alicorn in the teeth, as no-one had ever dared handle her in such a manner.

Thankfully Twilight didn't seem to notice this spike of anger, as she was busy crawling onto the bed, and was making her way towards the changeling, a hungry look in her eye and a smile on her face. “Comfortable?” She asked.

Chrysalis paused, and considered it, only to nod. “It's really nice actually.”

“Great! Now I hope you don't mind, but I like to start things off with a kiss, if that's too intimate or something I don't have to though. Don't feel pressured.” Twilight explained, quickly back peddling from her earlier assumption.

The changeling shrugged. “I don't mind.” Chrysalis silently justifying that it would give her a better taste of the alicorn’s love and sticking to that excuse, no matter how flimsy it sounded in her head.

With surprising grace, the alicorn slipped her body over Chrysalis’ and leaned down, pressing her lips against the changeling’s. Though at first Chrysalis resisted the kiss, not wanting to give in to her more base urges, her will began to crumble when the alicorn pressed her body against the changeling’s. With the larger being’s heavy breasts pressing against her, and the soft skin of the alicorn caressing her own, Chrysalis could no longer resist, and quickly melted into the kiss fully.

In that instant, Twilight’s mood lifted immensely, and Chrysalis could feel the relief that flooded through Twilight, the alicorn enjoying the kiss more then her body let on. Chrysalis pressed back against the kiss, unable to deny the urge to assert herself at least a little bit. This too seemed to have a positive response from the alicorn, who pulled back and kissed the changeling again and again.

Back and forth the two beings danced, kissing briefly before pulling back, and the alicorn occasionally planting her lips on the changeling’s neck or deepening the kiss and slipping her tongue into the changeling’s mouth. The effect was surprising, in both a physical sense, as the alicorn was a fantastic kisser, but also in regard to the emotions she was letting off. Genuine appreciation mixed with a healthy amount of attraction and a hint of sincere affection made for a delicious cocktail.

One that was so good that Chrysalis didn't even mind making out with her worst enemy.

While this was happening the alicorn’s body was not idle, and she would occasionally rub herself against the queen in a small, subtle manner or more overtly by lifting her hand and doing just that. Together the mix of gentle touching as well as passionate caressing made for a pleasurable combination when mixed with their intense make out session.

A make out session that grew more and more intense until Chrysalis could no longer deny how badly she wanted this. Her pussy ached, her body quivered and her womb all but demanded to receive the seed she so craved. A fact that Twilight discovered when her hand reached lower then it had before and came back absolutely soaking wet.

Pulling back, Twilight chuckled. “Oh wow, you are sopping. I guess your as ready to go as I am!”

Chrysalis could only nod, not trusting her lips to not say something stupid, her body having robbed her of that ability at about the time her pussy began to trickle juices like a leaky faucet. Stupid eggs. Chrysalis complained, detesting how her rebellious body had made her appear weak while in front of her most hated enemy.

“It might hurt a little bit at first but trust me it will feel better in no time.” Twilight cautioned.

Chrysalis raised an eyebrow, already wondering just how bad it could possibly be, only for her eyes to go wide when she beheld the alicorn’s stallionhood. Though it had been fairly large earlier when it had been dangling between the alicorn’s legs, now it was positively massive, having grown a little since then. If it didn't have the award for being the biggest before, it certainly did now, and Chrysalis found herself nodding eagerly, desperate to feel it inside her despite just how big it was.

“Please hurry, I feel so hot down there.” Replied the changeling in her fake nervous, voice.

A voice that seemed to have the right affect on Twilight, who grew bolder still, the alicorn guiding her cock towards the changeling’s hole and gently pressing forward. The head was massive, but Chrysalis was well and truly sopping, her juices coating her backside and allowing that massive head to slip inside with surprising ease. So surprising that Twilight didn't see it coming, and slipped several inches inside the changeling in a single poorly timed thrust.

She caught herself quickly, though not before she had spread the changeling’s passage wider than the queen had first thought possible. Her arousal, combined with her body reacting to the presence of so many eggs allowed her to adapt quickly though, her love canal stretching and adjusting to twilight’s considerable girth. Still, the alicorn was nothing if not cautious and she worked her hips back and forth several times and watching Chrysalis' expression closely, ensuring she didn't accidentally harm her newest lover.

After determining that though, a grin came to her face and she began to move with more insistency, her thrusts more powerful than before, as well as deeper, and more coordinated. While before she seemed to be testing the waters so to speak, being careful not to hurt her partner, now that she knew for sure that the queen could take it all, the alicorn was starting to pull out all the stops. After every thrust she adjusted her hips and drove her cock into what felt like a different part of the changeling’s pussy, hitting a new pleasure center each and every time her hips moved.

What really perplexed the queen was the fact that she wasn't even completely inside yet, the alicorn’s cock inching deeper and deeper without making any sudden and particular deep thrusts. It made the changeling feel as though the alicorn’s cock was endless, and that she may very well run out of space before her lover ran out of dick.

While all this was happening the alicorn made sure to move the rest of her body as well. The soft caress of their bodies touching and the powerful waves of pleasure that each thrust gave her came together to create a truly divine mixture made even better by the emotion Chrysalis was eagerly gobbling up. Every little touch, thrust and shift to the alicorn’s hips sent a shiver up her spine, making the changeling quickly conclude that despite the zebra’s mixture having rubbed off, some must have been absorbed first as this was too much, even for her expert lover to accomplish on her own.

It was at this point that she realized just how loud she was moaning, the changeling only really able to stifle a third of her cries, while the rest erupted past her lips, unable to be stopped. Which was yet another thing the alicorn seemed to enjoy, as her own moans grew louder as Chrysalis let slip with a few of her own. Together the two being’s pleasure made audible intertwined to create a strange harmony.

By then the changeling felt something different coming from her pussy, namely a sleight blocking sensation that she knew came from her lover’s medial ring pushing against her. Chrysalis wasn't surprised that it was so big, as everything else on the alicorn seemed to be larger than average as well. It also felt surprisingly good, the way it banged against her hole and forced her to spread wider still, and after a few thrusts, it slipped inside and stretched her pussy perfectly.

Her mind was alight with ecstasy, the bolt of lightning shooting up her spine, hitting her pleasure center and lighting it up like a hearthswarming tree. The moan she had almost been holding back was ripped from her lips, and the changeling couldn't resist the urge to truly participate. Though she justified her actions as fitting with her character and identity, deep down Chrysalis knew she didn't actually need to do what she had planned as Twilight seemed fine being the one to do everything.

Still, now that she had thought of it, she couldn't help but to go through with it, the changeling stretching her legs and wrapping them around her lovers waist. At the same time she did this she also slipped her hands around Twilight’s waist and gripped the alicorn’s butt. All of which spurred Twilight on greatly, and released the emotional flood gates, greatly increasing the amount of sincere affection three fold.

Amid the pleasure of Twilight’s increasingly deep and long thrusts, Chrysalis couldn't help but realize just how much affection the pony was giving off. To the alicorn, Chrysalis was just another random pony who wanted her only for her seed, yet Twilight seemed to really and truly care for her. Sure it wasn't romantic love, but sincere affection was a close second in terms of both taste and nutritional value.

The changeling indulged eagerly in the emotion, knowing that the pony wouldn't be able to notice what she was consuming as she was simply giving off that much. It's taste was divine, being beyond anything Chrysalis had tasted in weeks, and that already divine flavor became even better when Twilight hilted her, the alicorn’s cock burying itself completely in Chrysalis’ hole.

Even that didn't make her slow down for long though, and Twilight’s pace steadily increased, leaving Chrysalis unable to do anything but cling to the larger being for support, her limbs wrapped tight around Twilight’s torso. If her nails were painful, or if the position was uncomfortable, Twilight didn't say, and she focused completely on the act of giving as much pleasure as possible.

Though she wanted to merely ignore her curiosity and enjoy the moment, a thought suddenly occurred to the changeling, one that she couldn't ignore. “Um Twilight, I uh know this isn't, mmf, the best time, but I was curious as to why you seem to, oh stars above, enjoy having sex with such a complete s-stranger.” Chrysalis asked, her voice rising a few octaves whenever she felt Twilight’s medial ring brush against her clit and deliver another powerful bolt of pleasure directly to her brain.

Without missing a beat, and maintaining her thrust’s amazing Cadence, Twilight began to explain. “The way I see it creating new life for Equestria is always a special thing, and this moment we share together is unique.” She began, her smile growing by the second. “No matter how we met, what we have right now means something. Not only that, but I am always amazed by the bravery of a new mother.”

Chrysalis was rather glad that she was so stunned by the alicorn’s reply, as she wasn't sure she could muster a response of her own at this point. Though it sounded like empty, and petty platitudes at first, much like the kind she had heard while waiting in line, it was hard to truly believe that when the changeling was all but gorging herself on Twilight’s freely given joy. Dismissing the thought for now, Chrysalis tried to focus on the here and now, and more importantly the fact that she could feel her orgasm closing in.

“I’m close.” She whispered, silently hoping that Twilight both sped up, and didn't, divided between wanting more love and pleasure, and wanting her womb packed full of alicorn seed, and impregnating her with a small army.

“Me too. Don't worry, I’ll make sure we come together.” Twilight remarked, flashing the changeling a wink.

Something about the confident manner in which she winked sent a shiver up the changeling’s spine and made her oddly certain that the alicorn would make sure just such a thing happened.

Her pace increased, her body pressed a little closer, with her hips being the only part of her that truly moved, allowing the changeling to cling to the alicorn and deepen the seemingly endless sea of pleasure Chrysalis was now lost within. Knowing that she was likely to lose concentration when she came closer to her orgasm, the changeling clung tighter to her lover’s form, reveling in the way her skin was caressed by Twilight’s sweaty body.

Faster and faster she went, until her hips were a blur and the soft wet smack of her balls slapping against Chrysalis’ ass became near constant. A sound that was only barely audible over their moans of pleasure, which was also slightly muted whenever Twilight leaned in for a kiss. Something that happened more and more frequently, driving home the fact that they were both coming closer by the second.

Then, it happened.

The subtle manner in which Twilight’s cock twitched alerted the changeling to the fact the princess was close, but the queen was closer still and after it became apparent that Twilight was about to cum, Chrysalis came first. And it was powerful, the sheer force of the queen’s orgasm making her whole entire body shake, and her pussy to spasm, as if milking the alicorn of her seed. Something the queen was actually trying to do, as she had an entire army to conceive and not long to do it.

Thankfully the alicorn was able to deliver, though not before locking lips with the changeling and delivering the single greatest kiss of the immortal’s long and sordid life. Coupled with how Twilight’s cock stretched her body, the way the first wave of seed all but exploded into the queen’s womb and the sure knowledge that her army was now conceived, and it was no surprise as to why this was the most explosive orgasm of Chrysalis’ life.

So powerful was it that she very nearly lost control of her form, her skin flickering colors while Chrysalis struggled to keep a handle on her body. Thankfully the alicorn’s eyes were closed, as her tongue continued to weave around Chrysalis’ mouth, ensuring that she was not alerted to the brief lapse that had occurred just out of sight. By the time she opened her eyes once more, and pulled back from the kiss Chrysalis’ orgasm had just begun to die, and her handle on her disguise was one hundred percent certain once more.

While the alicorn continued to batter away at Chrysalis’ womb, her cock shooting a seemingly endless jet of seed into the deepest reaches of the changeling’s body, she continued to lavish the queen in attention. She kissed up and down her neck, her free hand rubbing and caressing the changeling’s naked body in a tender, loving manner. All while inadvertently feeding her the best meal she had in a long, long time.

The already blurry reality seemed to blur even more, and Chrysalis only came out of it when Twilight’s cock finally stopped, and her womb was about as packed as physically possible. Looking up, Chrysalis noted that the alicorn was looking at her with a jovial, expression. “Would you mind letting me go?” Asked the alicorn.

Chrysalis blinked, only now realizing that she had maintained her tight hold on the alicorn’s body through the entirety of the ordeal. “Oh, uh sorry about that.” Muttered the changeling.

Releasing her hold on her lover, Chrysalis continued to blush as Twilight pulled back, only to lurch forward and plant a kiss on the changeling’s lips. “You were fantastic by the way. That was wonderful.”

Chrysalis blushed harder, not having to fake her embarrassment this time, as she was genuinely astonished she had enjoyed herself as much as she had. “T-thank you, Twilight.” She muttered, looking away as she slipped onto the edge of the bed and began flexing her legs, trying to work the blood back into her limbs.

Off to the side, Twilight had quickly toweled off and taken a swig of water before offering both water and towel to her partner. “Here, this will help.”

Chrysalis hastily snatched both from the alicorn’s grip and used the towel while chugging the water, realizing just how sweaty she had gotten during the whole ordeal. She paused as the towel rubbed across her face, her nose twitching as she detected the heady aroma of the alicorn’s scent. Shaking her head, and blushing even more, Chrysalis tossed aside the towel, determining that she was as clean as she was going to get.

“That was very nice.” Chrysalis gushed.

“It was wasn't it.” Twilight mused. “I hope you don't mind me asking, but has it been a while for you?”

Chrysalis snorted. “Longer then I care to admit.”

Before the changeling had a chance to regret the words she had blurted out, Twilight began to laugh, and gently patted the changeling on the shoulder. “I’m sorry if this sounds rude but I could tell. I also hope this doesn't sound too forward, but if you need to relax again like that, don't hesitate to come see me, I always make time.”

Chrysalis paused, only to shake her head. “I’ll think about it, but for now I really must get going.”

“I understand, safe travels! I hope you visit sometime soon!” Twilight yelled, waving as Chrysalis hastily pulled on her shirt and disappeared back through the door. “What a wonderful pony.” Twilight remarked, before sighing. “Now for the worst part, clean up.”


The last remnants of Twilight’s seed dripped down the changeling’s leg, as she hastily dashed through Ponyville, all but sprinting towards her destination, and abandoning any attempt at stealth. She had an army to birth, and judging from the rumbling in her stomach, she had better move quickly. The town blurred around the changeling, who ignored the houses and ponies she passed, including a vaguely familiar grouchy orange shape who was pushing a broom and cleaning up the litter left behind in the town square.

Ignoring her, and every other pony for that matter, Chrysalis bounded through the outskirts of town and slipped soundlessly through the trees of the Everfree, not breaking stride until she was sure she was out of earshot of everyone. Once that was done, she skidded to a stop in a clearing, the mad grin that had been slowly growing across her face, now encompassing both her cheeks.

Breathing deeply, the changeling stretched her arms out to the heavens and let loose the most evil laugh she could possibly muster. Great peals of laughter echoed throughout the Everfree, startling small creatures far and wide and even waking a few from their slumber. She didn't care though, she was packed full of love and alicorn cum, and she had exactly what she wanted.

“You will rue this day Twilight Sparkle, for it will be the day you gave me everything I needed to bring about your downfall!” Chrysalis shouted. “The end begins, now!”


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