Brood Queen

by Jest

Rating: mature
Tags: Porn, Fetish, Queen Chrysalis, Sex, Twilight Sparkle, Anthro, Cheerilee, My Little Pony: Friendship is Magic, Dark, Zecora, Alternate Universe
Length: 30338

Many years after Twilight has begun participating in the festival of life, Queen Chrysalis returns and after finding out about Twilight's newest occupation, sees a perfect opportunity for revenge.

Many years after Twilight has begun participating in the festival of life, Queen Chrysalis returns and after finding out about Twilight's newest occupation, sees a perfect opportunity for revenge.

Chapter 3-5 are mainly clop, the rest is worldbuilding and story. There are 8 chapters total, and they will be posted one a day untill the entire story is out. For now please enjoy these two first chapters or head over to my patreon if you dont want to wait.

Kinks include impregnation, like a lot of impregnation, cross species both zebra on changeling and pony on changeling, lesbian sex, mind blowing orgasms, futa on female, anthro, and probably more I'm forgetting.

Published 2019-08-10 23:50:02 UTC
Last updated 2019-08-17 22:24:44 UTC

Its Good To Be Queen

A hand tapped endlessly at a brightly colored table, the owner of which was busy muttering to herself for the fifteenth consecutive minute. “Stupid Starlight Glimmer. Stupid Tree Of Harmony, stupid ponies.” And other words and phrases one might expect coming from an annoyed changeling queen who had her most recent evil plan sabotaged before it could reach fruition could be heard.

Though the most recent defeat wasn't quite as bad as losing her entire hive, it had been humiliating due to the fact that it had been an ingenious plan, which was dashed by a tree of all things. If the changeling queen had any other peers, or anyone whom she could yell at for her failure she would no doubt be doing just that instead of sitting there. Now however, she was currently disguised as a tall slim earth pony with a green coat and a teal mane, had no one save herself to vent her rage at. Except maybe the scone she was currently devouring with all the gusto one might imagine an enormous beast would use to tear apart it's prey.

Crumbs dribbled down her bright red shirt and landed on her fluorescent pink skirt, where they were brushed away, allowing the queen to continue to grumble silently without such a distraction. Though she usually hated spending bits on, scones, tea, and coffee shops in general, the queen was out of options, and with little else to do but stew and scheme she had chosen to fall back on the old plan of simply observing the ponies and gathering gossip.

Something that was hampered by her own anger, which came out in the fact that she was too pissed to bother listening to most of the conversations going on around her. Each time one of the ponies started speaking about something inconsequential, the queen would ultimately loop back to her own failures, ending with her becoming too angry to do anything but grumble to herself. A sip of her bland tea did little to ease her worries either, still, the bit of pity she had received when the waitress brought the tea and scones to her was a little tasty as the emotion was genuine. Which was just another thing undercut by her own rage, as she resented both the fact that she couldn't say no to the emotion, and that the emotion itself was pity of all things.

With a sigh, the changeling pushed her empty teacup aside and continued to drum her fingers along the edge of the table, staring out over the coffee shop while attempting to clear her mind enough to pay attention to what was going on. The booth behind her was heatedly discussing the possibility of replacing their petunias with lilies and arguing with surprising intensity that one was better than the other. To her right, Chrysalis could hear a more hushed conversation, one that initially drew her attention only for the queen to discover that the brother and sister were only planning on what to get their mother for her birthday.

This continued for nearly every bit of gossip she was able to acquire, which was considerable, but ultimately as useless as Chrysalis currently felt.

With a sigh, the queen placed her chin into her upturned hand and stared listlessly out the window. With nothing else to gain at this point, the queen usually began contemplating her newest, and grandest plot. Now however, with her most recent defeat weighing heavily on her shoulders and almost no resources to work with, the queen merely sighed and stared vacantly out the window.

She watched as a yellow furred and orange maned earth pony bearing an enormous armload of papers in one hand and a staple gun in the other trotted into the cafe and began to staple one of the sheets to a bulletin board near the entrance. The pony seemed to be in an even fouler mood then Chrysalis, as she stomped angrily into the cafe, and all but slammed the staple gun into the wall before stomping back out. Leaving behind the distinct taste of resentment, with a hint of guilt that lingered in the air.

“I wonder what that was about.” Chrysalis muttered idly only to growl to herself. Now you’re talking to yourself, get it together Chrysalis.

The queen turned back to her mindless staring, and continued to ignore the idle chatter that had grown strangely quiet. The queen brushed off the shift as a stupid pony thing, until she heard the name of her most hated enemy suddenly brought up.

“They say Twilight Sparkle is going to be studding again.” One hushed, female voice whispered.

“Really? I thought she retired after last year, what with her already having like a few thousand super gifted kids at this point.” Another voice responded in an equally hushed tone.

With her ears now perked up and her interest peaked, the queen leaned a little closer to her left where the conversation originated from.

“Nah, they are just getting more serious about security this year. I think Rarity was the one that started the whole she's retiring rumour to try and get less people to show up.” The first voice answered.

“Ahh that makes sense, I bet the princess is pretty tired of all these ponies coming to Ponyville just for her.” The second replied.

“Exactly. And though I agree with her in theory, I admit I have been tempted to ya know, take the plunge if it was her doing the plunging.” The first voice whispered awkwardly.

“You have the worst metaphors for sex that I’ve ever heard in my entire life.” The second remarked tiredly.

The changeling could feel an idea beginning to take root in the back of her mind, and with the air positively charged with lust, she stood up and trotted over to the poster, eager to inspect what had prompted the interesting conversation in the first place. The poster in question was easy to spot, as it was posted overtop of three other ones and was far brighter than most.

“The Festival Of Life…” Chrysalis murmured to herself.

As the queen read over the pamphlet, a crooked grin slowly grew across her face, and the idea that had taken root in her mind began to bear fruit. “Oh yes, this is perfect.” Chrysalis muttered.

With a yank, the poster was removed from the board and the changeling queen ignored the reprimanding tone of the waitress who complained about it's removal. Chrysalis had little time to deal with lesser beings, and trotted out the door and down the road, the pieces of information she had overheard clicking into place.

Suddenly the hushed conversation about a recent influx of magical prodigies made sense as well as the boisterous claim by another mare that her triplets were the most powerful and intelligent ponies for their age group. It was obvious in hindsight that these ponies were all speaking of Twilight’s progeny which Chrysalis guessed must have numbered close to ten thousand after the six years she had volunteered as a stud.

With such a potent bit of information, her plan to rebuild her hive suddenly had a foundation, one that would be built on the superior genetic stock of an alicorn princess. The mere idea of having hundreds or perhaps even thousands of changelings that were each as powerful as her former lieutenants sent a shiver down the queen’s spine. The thought of her new and more powerful swarm taking over Equestria was inviting on it's own, but the fact that same swarm would be fathered by one of the very rulers of that nation made Chrysalis grin wolfishly.

The irony was delicious, and even if they didn't all turn out as powerful as she hoped, the fact that Twilight’s spawn would spell the alicorn’s downfall left a pleasant taste in the queen’s mouth.

“Oh yes, this is going to be perfect, but first a few disguises.” Chrysalis muttered, the queen looking left and right before opening the Ponyville giveaway box and digging into the pile.

Pulling out a heap of clothes, Chrysalis grit her teeth and forced herself to close the bin and walk away, taking with her the donated clothes with a palpable taste of bitter resentment. She hated that she had to stoop to such lows, but for the sake of the plan unfolding in her mind she would need to brush aside the urge to throw the clothes back into that wretched box.

“These stupid ponies won't know what hit them.” Chrysalis muttered, the changeling queen making a beeline for the Everfree forest, and her temporary hideout.

The idea of conquering Equestria with her new swarm became so tantalizing to the queen that she couldn't resist laughing aloud at the mere thought. Her laughter growing louder as it became more evil, ballooning to the point that everyone who heard it shivered in fear and glanced nervously in all directions.

“It's good to be queen.” She whispered, a grin spreading across her face.

Author's Note

If you want a chance to get updates early as well as access to patreon exclusive content, and commissions, head over to my patreon!

Join me over on patreon and get instant access to exclusive content and early looks at new stories, patreon only stories and other great stuff! Check it out!
Or just join the discord to ensure that you dont miss an update.
This update was made possible by the wonderful support of readers like you:
Anonymous, Apollyon, Azin, Blade Tech, Brendan, Canary in the coal mine, Ceepert, Chris, Craig, DioKyo, Doomgooey, Facinus, Free, GruB, I am unknown, Ivar, Jeffrey, Josh, Kali, M, Makani, Mecha Paladin, Megatyrant, Menthol Qtip, Mike, Mikhaila, Mirvra, Nathan, Nfreak, Nicky Aelia, Octavia, Pacsik, Peter, Random Reader, Shootig Star, Soundtea, Starless, Steven, T Sparkle, Tiwake, Todd Herron, Trash Panda, Travis, Vigilant Watch, Xvos, and last but not least Zarivin.

Thank You, Festival Drone

Chrysalis groaned, the queen once more finding herself sitting and merely observing instead of actually infiltrating, or doing anything at all really. Sure it was necessary, sure it was useful, but that didn't mean the changeling queen was any less annoyed by the fact that she had been forced to do the grunt work of gathering information again. She made a note of training infiltrators as soon as possible as she was sick and tired of dealing with ponies.

With a sigh, she forced her expression to become neutral once more, and hopefully diverting any attention her sour mood might gain her.

Looking around the main thoroughfare of Ponyville one might be confused and think they were in a bigger town then they actually were, as droves of ponies walked the streets. Ponies of all shapes and sizes dotted the landscape, with even a few zebras, saddle arabians and the odd dragon walking this way and that. Accents Chrysalis hadn't heard in years were suddenly commonplace, alerting the queen to the fact that this ‘little’ festival had brought in ponies from all corners of Equestria and even beyond. A fact the native Ponyvillians were eager to exploit, with irritating stands dotting the landscape, hocking everything from commemorative t-shirts, plates and other, even more useless knick knacks.

More annoying still were the hordes of hopeful mothers that made their way from the bustling train station to one of the many packed inns to stow their stuff, or went straight for the long lines that were already forming outside the registration tents. Lines that Chrysalis had resisted joining, after she realized there was a problem with her plan, a big one.

There were too many ponies here for only Twilight to be studding.

It was simple math, and judging from the whispers she had caught from the passing ponies, this year was even bigger than the last one. It didn't take a genius to figure out that their studding operation would have to be supplemented with normal stallions. A point made even more obvious when Chrysalis had observed a giggling group of mares slip in a side entrance and speak in hushed tones with a muscular stallion.

Though their conversation was a quiet one, Chrysalis’ powerful changeling senses were more than enough to pick up every word they said.

“We are here to volunteer as uh, pleasure mares?” The first one whispered nervously.

The second one smirked and threw an arm around the first. “Oh yeah and were from the university, Twilight asked us to come down and cast those spells.”

The stallion smirked and stood off to the side. “Go on in and find Twilight, I’m sure the princess will be thrilled to hear about the potential increase in efficiency.”

“She would say it like that wouldn't she?” Snickered the third mare, prompting all four ponies to laugh as they disappeared inside the tent.

Chrysalis pushed the memory aside and continued to drum her fingers against the table, her gaze lingering on the line forming outside the registration tent. Plans were thought up, and dismissed rather quickly, each one having some key hole in it that would have made the effort a wasted one. Until suddenly the queen shot up, a wide smile on her face, an idea forming in her mind.

She had been thinking about it all wrong, she wasn't a pony, she didn't have to lie, or cheat to try and get Twilight to stud her and risk getting thrown out and fined. She was a changeling, and was not at the whims of weak, pony anatomy, something she could take full advantage of in this situation.

The randomness of the selection, and the cloak and dagger around the studs meant nothing when the queen could simply not expose her eggs to the seed of lesser breeders. Chrysalis smirked devilishly, and quickly began to come up with a quick, list of excellent disguises in her mind. After she had concocted enough, the queen trotted over to the line and took her place behind a pair of giggling young mares who were busy prattling on about some pony nonsense Chrysalis didn't care to listen to.

The plan was simple now, all she had to do was register each of her disguises, and when the festival finally got underway she would brute force her way to Twilight. With a few dozen disguises and no worry about getting knocked up by some inferior specimen, Chrysalis would beat the ponies at their own stupid game and they wouldn't be any the wiser. A plan only made easier when the queen remembered the fact that she had acquired a small wardrobe of back up clothes that were now quite necessary.

Yes, my army is all but born. Soon victory and revenge will be all mine! Chrysalis thought triumphantly to herself, the queen already fantasizing what she would do once she took over Equestria.

Completely unaware of the weird looks a good chunk of her fellow festival goers were giving the madly grinning queen.

With an aggravated sigh, the queen stepped back into line, her magical and mundane disguise having been traded out in favor of one of her last identities. The disguised changeling now sported orange fur and deep red hair as well as a pink grapefruit cutie mark hidden beneath her black and purple skirt. Her shirt was a simple brown, with blue sequins which wasn't ugly enough, in her opinion to earn all the odd looks she had been given, but Chrysalis didn't care for the odd glance of the pony filth that surrounded her.

Her fur was annoyingly bright, and her outfit was suitably fluorescent and shiny, all things ponies liked, her disguise was perfect, as usual she concluded. With a shrug, she ignored the looks a few passing ponies gave her and continued to stare straight ahead, waiting as patiently as she could muster for the chance to be done with this entire irritating affair.

A glance at the horizon told the queen that she didn't have much time left to get her final disguise registered, as the sun was beginning to set and the town was beginning to grow quiet. Leaning to her right, the queen inspected the length of the line and found that it hadn't shrunk much since the last time she looked, much to her annoyance. The defeated and vaguely guilty looking yellow furred and orange maned pony manning the desk working as fast and as slow as ever.

With a sigh, the queen fell back into line and continued to tap her foot impatiently, while grinding her temporarily flat teeth and glaring at the back of the head of the pony in front of her. The mare’s annoying laugh was bad enough, but if she had to hear another pep talk from some lucky pony who had already been bred in one of the years prior, the queen was likely to scream her head off.

Either that or start a one changeling invasion of a small town, at this point she wasn't sure which was more likely.

Your so brave for coming on your own. Chrysalis mimicked, imagining in her mind that annoying toothpaste colored pony was back and offering more empty platitudes. Your going to love being a mother! The changeling barely contained a gag at the thought of all the obnoxious and patronizing canned bullshit she had been fed over the last few hours.

“Good afternoon, how are you this evening miss?” A polite and feminine voice asked from the changeling’s right.

Biting back her urge to curse the mare out, Chrysalis forced her expression to become neutral before looking over to where the voice had come from. The second she laid eyes upon the pony who had spoken to her, the changeling’s anger fizzled into nothing, overwhelmed by the genuine empathy that she felt radiating off the mare in waves. “Er, not bad.” Chrysalis muttered weakly.

The mare smiled a wide, authentic smile, making her rosy cheeks glow and drawing the changeling’s full attention. Chrysalis couldn't help but give the mare a quick look, her attention pulled down to the pony’s surprising large bosom. The changeling hardly even had to look down at the triplets currently nestled in an unruly triple wide stroller, which trailed behind the mare for Chrysalis to know that this had been one of the ponies Twilight had studded for in previous years. Her bust had been enough to go off of, as the pony had evidently had the unique distinction of feeding a trio of babies herself.

Giving her head a quick shake, Chrysalis found herself suddenly interested in the Cerise skinned and rose haired earth pony. “That's wonderful.” Declared the pony, grinning widely. “It certainly is a fantastic day to register for the festival, unlike last year when we got that freak thunderstorm.”

“That must have been terrible.” Chrysalis declared sympathetically.

The mare nodded. “It was, oh where are my manners. My name is Cheerilee.”

Chrysalis took the offered hand and shook it gently. “Pink Grapefruit, nice to meet you.”

“And this is Joy Star, Glad Well and Tranquil Eve!” Cheerilee announced proudly, gesturing towards the unicorn, earth pony and pegasus foals respectfully.

Chrysalis nodded slowly, glancing down at the three foals with intense curiosity. The unicorn’s horn was slightly longer than a foal her age should be, a theme that followed the rest of the triplets, who either had bigger wings, or were simply bigger. Though Chrysalis didn't have a horn in this current form, she hardly even needed her magic to know for certain that the triplets were indeed gifted. Not only did they seem powerful but also appeared to be quite intelligent, with the three foals looking up at the queen curiously, and with oddly critical looks.

“Well they certainly look healthy.” Chrysalis offered.

“Oh and they are such dears too.” Cooed Cheerilee who couldn't help but smile when she looked down at her progeny. “Twilight doesn't see them much, but when they she gets a chance, they just light up like little hearth's warming lights, it's adorable.”

Chrysalis couldn't help but partake in the flow of motherly love that filled the air, though she dared not touch the small trickle of familial love that flowed back, knowing better than to take sustenance from a child. “So the father was Twilight then?” Chrysalis half asked, half declared.

“Oh yes.” Cheerilee replied with a smile. “It's almost a shame that so many ponies show up year after year as the dear is an absolute joy to ahem, be with.”

Chrysalis chuckled despite the slight blush that covered Cheerilee’s face. “Really now? And are all her progeny as gifted as they say?”

The mother nodded eagerly. “For the most part yes, though even alicorn genes aren't perfect, it certainly seems like all of her foals are exceptional in some way or another.”

“Fascinating.” Chrysalis muttered, carefully eyeing the foals with a keen interest. “Say, you wouldn't happen to know which tent she's going to be in by chance would you?”

Cheerilee shook her head. “I’m afraid I couldn't help you even if I wanted to. They’ve been randomizing everything recently, and adding a hefty fine to anyone that tries to get around this precaution.”

“A shame.” Chrysalis declared sadly. “I’ve always wanted foals of my own and triplets would be perfect.”

Cheerilee nodded in sympathy, empathy continuing to roll of the mare in surprisingly large waves. “Well it's not like it's impossible.” She declared. “You never know. You might just get lucky.”

Chrysalis nodded. “I suppose the impossible has happened before.”

“True, though this is no of Battle of Agincourt.” Cheerilee replied only to wince and facepalm. “Sorry, that must have sounded random. I’ve been visiting Twilight too much and we both share a love for history which I’m afraid is all I can think about right now.”

“Oh don't apologize, though I’d say it's more Battle of Carrhae then Agincourt.” Chrysalis replied with a slight chuckle. “As I am certainly neither prench nor english.”

“True.” Cheerilee agreed, a smile slowly growing on her face. “You wouldn't happen to be a history buff by chance would you? Not many ponies know of the battle of Carrhae.”

“The history of Roam is one of my favorites.” Chrysalis gushed, the queen resisting the urge to also mention that she had been the commander of both winning armies in the aforementioned battles. “In fact I have a degree in history, though I’m pretty sure the university has since gone under.”

“That's a shame.” Cheerilee replied before suddenly biting her lip and looking away. “I don't suppose I could pick your brain on a topic Twilight and I had a bit of a disagreement on could I?”

Chrysalis raised an eyebrow. “That depends, because if it's about which one of you snores louder I don't think I can offer an opinion.”

Cheerilee’s cheeks burned as a bright blush bloomed across her features. “N-no nothing like that I would never-” she stammered only to be cut off by a chuckling Chrysalis.

“I’m teasing you. No, I don't mind if you pose your question.” Chrysalis explained.

“R-right.” Cheerilee coughed into her hand. “We were discussing the mythical origins of the city of Atlantis and namely if it was just that, a myth. See, I believe that it was a simple fable designed to explain the origin of Seaquestria while Twilight is adamant that there is a very real chance the city actually existed.”

The disguised queen smiled and nodded, having to once more resist the urge to just spout the correct information, as she had both seen Atlantis and indirectly had a hand in it's destruction. “Well that depends.” She began, tapping her chin as the line slowly moved forward. “Does she have any evidence to offer to aid in her assertion?”

Cheerilee nodded. “Well there's this arch, and it-”

“-so I don't think you should completely dismiss her assertions.” Chrysalis concluded. “If the arch and statue are indeed older than any known civilizations there might very well be a chance that this older civilization created these statues, and Atlantis.”

“Which would explain why we never heard of them if the city was destroyed somehow…” Cheerilee added, tapping her chin and tugging along her foals as the line moved up. “But then where did the records of this civilization go then? Surely there would be some written works that survived.”

“Unless they were one of the first to use clay tablets, which were likely stored near the heart of their empire in some sort of central bureaucracy.” Chrysalis countered.

Cheerilee remained silent for several seconds, nodding slowly. “You make a convincing argument, most civilizations back then didn't have a high literacy rate, which would explain why the bureaucrats and merchants who would have likely lived there didn't spread news of this mystery civilization.”

“Because they went down with the ship so to speak.” Chrysalis finished.

“Quite compelling indeed.” Cheerilee remarked, only to perk up when the line shifted once more and the table grew a little closer. “Oh my, how long have we been talking?”

“About a half hour.” Chrysalis replied with a shrug.

“Oh darn, I was supposed to get these three to bed ten minutes ago.” Cheerilee declared nervously, only to turn and realize all three of her foals were already snoring soundly. “Well, I guess none of them are going to grow up and become historians.”

Chrysalis snickered at the mare’s joke, laughing in a genuine manner for the first time in what felt like decades. “Give them a few more years. I didn't appreciate history until I was older either.”

Cheerilee smiled and nodded. “True, it takes a while to truly appreciate history unless you’ve had a chance to live at least a little bit of it.”

You are more correct than you know, little pony. Chrysalis thought, the changeling containing a cruel snicker.

“Sorry to take off on you so suddenly Miss Grapefruit but I really must be going.” Cheerilee replied nervously. “I truly do hope you find the right tent so to speak.”

“As do I.” Chrysalis declared with a smile.

Cheerilee bit her lip and turned only to turn back and lean in conspiratorily. “I’m not supposed to say this, but if you see Zecora you’re in the right spot.”

A zebra, interesting. Chrysalis gave the other female’s shoulder a squeeze. “Thank you Cheerilee, I hope you find a bounty of love in your future.”

The pony blinked, temporarily confused by the odd expression before smiling back. “Same to you, Pink Grapefruit.”

With that, the pony turned and quickly scampered away, pushing the unwieldy triple stroller hastily, as she made her way towards the more residential side of Ponyville, where she no doubt lived. Chrysalis watched the pony go until she was out of sight, the queen committing Cheerilee’s appearance and name to memory. When I rule, you will make for a for a fine slave. I may even keep you as one of my personal servants, if all goes well.

Chrysalis couldn't help but grin, the changeling revitalized by not only all the emotion she had acquired over the conversation but the pleasant conversation itself. It was invigorating to know that there existed somepony out there who appreciated the same things the queen did, even if she lacked the unique perspective the queen had on history.

“Next!” Barked a voice, alerting the queen to the fact that her turn had finally come.

Stepping closer, the queen grinned wider still. “Hello, my name is Pink Grapefruit and I am here to sign up for the Festival Of Life.”

The pony nodded and tiredly pushed a piece of paper across the table. “Alright, just fill in the necessary information and then I’ll ask you a few questions.”

“Thank you.” Chrysalis replied, without a hint of sarcasm. Thank you for aiding in my eventual victory, festival drone.

Author's Note

If you want a chance to get updates early as well as access to patreon exclusive content, and commissions, head over to my patreon!

Join me over on patreon and get instant access to exclusive content and early looks at new stories, patreon only stories and other great stuff! Check it out!
Or just join the discord to ensure that you dont miss an update.
This update was made possible by the wonderful support of readers like you:
Anonymous, Apollyon, Azin, Blade Tech, Brendan, Canary in the coal mine, Ceepert, Chris, Craig, DioKyo, Doomgooey, Facinus, Free, GruB, I am unknown, Ivar, Jeffrey, Josh, Kali, M, Makani, Mecha Paladin, Megatyrant, Menthol Qtip, Mike, Mikhaila, Mirvra, Nathan, Nfreak, Nicky Aelia, Octavia, Pacsik, Peter, Random Reader, Shootig Star, Soundtea, Starless, Steven, T Sparkle, Tiwake, Todd Herron, Trash Panda, Travis, Vigilant Watch, Xvos, and last but not least Zarivin.

This Had Better Work

The queen sighed and pushed her way through the flap, brushing aside the fabric and stepping inside. The second her foot crossed the threshold all the sound that had surrounded her up until this point suddenly fell away, leaving her with the distinct feeling that she had stepped into another world. Shaking off that strange thought, Chrysalis looked around and noted that she wasn't the only one in the room.

There sitting on a nearby table was a thin, skimpily clad pegasus with long teal wings and bright orange eyes. With a grin on her face the yellow maned pony hopped from her perch and approached the queen. “Heya, names Sassaflash, what's yours?” the mare asked, extending a hand.

Chrysalis blinked and awkwardly shook the mare’s hand, so confused by the pony’s friendliness that she very nearly said her real name. “Red Banana.” The changeling replied.

“Interesting name.” Sassaflash responded, her gaze going up and down the changeling’s form.

A form that was currently of a red skinned and banana yellow maned earth pony mare who was wearing a brown and white checkerboard dress that went down to her knees. Confused by the sudden turn of events, Chrysalis looked around and found that other then the bikini clad pony there was no-one around. There was a flap that went into another room, as well as a small bed and a chair, but other then that the small area was fairly empty.

Though her first instinct was to ask where the stallion was, the changeling had picked up enough second hand information to know why the pony was here. “When will the stud become available?” Questioned the queen.

The mare shrugged. “Dunno, probably soon. He just needs to realize that he can't give every mare a half dozen orgasms before finally doing his job.” Snickered Sassaflash.

“Right.” Chrysalis frowned and made her way over to the chair, idly noting that it was far more luxurious than she had first realized. “I suppose I’ll just wait here then.”

Sassaflash placed her hands on her hips and gave the disguised changeling an odd look. “Are you sure I can't talk you into a little fun? It's going to be a while and it really helps the experience if I helped you get ready so to speak.”

The queen frowned and crossed her legs, looking up at the pony with barely contained annoyance. On the one hand it was an absolute waste of time, and Chrysalis was already ornery from carrying around as many eggs as she currently was, but on the other hand the act of creating all those eggs had been love consuming, and getting a snack sounded nice right about now.

“Fine.” Chrysalis muttered, uncrossing her arms. “What do you propose?”

“Well, I am a big fan of sixty nining but you seem to be the time who enjoys being served.” Quipped the mare, leaning in and giving the pony a lusty look. “Or am I wrong, mistress?”

Chrysalis opened her mouth to speak only to laugh. “I like you.” The queen uncrossed her legs and spread them just enough to give the pony access. “You better get to work then.”

“I love it when they get all bossy.” Sassaflash murmured before flashing the queen a bright smile and a quick salute. “Right away ma’am!”

Smirking to herself, chrysalis watched as the pony got down on all fours and crawled her way across the ground, her attention fixated on the changeling’s now exposed pussy. The bin she had gotten her clothes from didn't have any underwear, but it didn't matter in Chrysalis’ mind, as it was going to get taken off anyway. Something the mare didn't seem to mind, as she licked her lips at the sight and crawled a little faster, quickly slipping between the changelings legs and gently pushing them apart a little more.

Stopping the pony with a finger, Chrysalis smirked as she slowly slid forward on the chair while keeping her dress in place, exposing more and more of her legs until finally the dress was completely out of the way. “Well, get to it already.” Chrysalis commanded.

“Yes ma’am!” Sassaflash replied, giving the queen a quick salute before diving in.

Though Chrysalis’ experience with other females was minimal, she did have a few lovers who had eaten her out before. Even that experience wasn't enough to prepare the queen for what was coming next however, as the pony dove in with all the gusto of a mare possessed. Though that passion didn't emerge initially, only coming out when Chrysalis started to truly get into it, proving to the pony, that the changeling hadn't simply been pressured into it.

Before that point the pony had been content to gently caress the changeling’s thighs while giving small, tentative licks to her exposed cunt. After the pony could tell Chrysalis was enjoying herself, everything changed and her true personality emerged and Sassaflash threw herself into it, indulging in her more primal desires with wild abandon. The first warning Chrysalis got was a sudden burst of lust followed by an explosion of pleasure that radiated from her loins.

The pony’s tongue twisted and assaulted each one of Chrysalis’ pleasure points with the accuracy of a well trained slut. Within seconds Chrysalis could hear herself moaning loudly, her body betraying the cold and calculating mask she had been trying to wear until this point. The pony was an expert, and she quickly cycled between driving the changeling mad with pleasure and allowing her a few moments to breathe and relax before diving straight back in again.

The result was a constantly shifting tide of pleasure that threatened to swallow the queen whole. Sassaflash’s hands slipped around the back of the changeling’s legs, allowing the pony to better grip Chrysalis and get even deeper still. The result was immediate, with the queen of the changelings having to bite back another loud, and lewd moan. She didn't want to give the pony the pleasure of knowing just how much she was enjoying it, though at this point it was mostly a wasted effort considering just how shocking the first wave of ecstasy had been.

The queen couldn't help but arch her back while simultaneously pushing herself forward, allowing the pony complete access to her nethers and letting her do whatever she wanted. Prompting Sassaflash to lean forward even more and get all but tonsil deep in the changeling’s now slick cavern. Juices began to flow like a river from the queen’s love canal, drawn out by the powerful stream of lust that was flowing into her.

Though the emotion itself wasn't quite as nutritious as love, it was enough like the pure emotion to enable Chrysalis to begin the task of refilling her drained love reserves fairly quickly. Even the refilling of her empty emotional reserves wasn't enough to break through the haze of pleasure that hung heavy over the queen’s mind. No lover had ever truly done this for her after all, and in a moment of clarity Chrysalis committed this pony to memory as well, vowing to keep her as a pleasure slave until the end of the pony’s natural life.

The soft sound of said pony’s tongue slurping all but filled the queen’s ears, making Chrysalis realize just how much effort this strange pegasus seemed to be putting into her work. A sniff of the air told the changeling queen that not only was the pony putting a considerable amount of work into pleasing the disguised changeling but she also seemed to genuinely enjoy doing just that. As the distinct scent of arousal filled the air, the unique and pungent smell belonging to none other then the pony in question.

The queen’s fingernails dug into the faux leather of the chair, her body reeling from the last wave of pleasure, and leaving her amazingly close to orgasm. Chrysalis was silently fascinated by just how far the pony had come in such a short time, and the changeling briefly wondered if carpet munching was her special talent before dismissing it as a silly notion.

The pony’s tongue pressed forward, twisting upwards and pressing against the queen’s love button while her fingers simultaneously squeezed Chrysalis’ ass. Though the changeling hated to be in any position other than one of absolute authority, her body couldn't resist the mare’s temptations and rewarded her with a gush of juices. Chrysalis squeezed her eyes shut and bit her lip hard enough to nearly draw blood, making her silently thankful that she wasn't in her native form as she no doubt would have pierced her lip by accident.

Long luxurious licks were lavished upon the queen’s clit before pulling back and circling it a few times, making Chrysalis unable to resist the urge to moan aloud. Said moan seemed to spark something in the pony though, who grinned and pushed forward once more, breaking out another trick the changeling had yet to experience. Over and over this continued for almost a minute before Chrysalis could resist no longer, and the urge to cum all but overwhelmed her mind.

“I’m coming!” Cried the queen, her voice flickering for a moment as her disguise nearly vanished amidst the powerful surge of pleasure.

Another gush of juices splashed against the pegasus’ chin, though even that wasn't enough to make her stop her attack on Chrysalis’ clit. Back and forth Sassaflash worked her tongue, continuing her assault for the entire time the queen orgasmed, drawing out the feeling for what felt like minutes. When finally it passed and the changeling slumped into her chair, she was out of breath, and utterly baffled.

As she lay there, panting and confused, the pegasus chuckled and stood up, wiping her lips and swallowing any stray juices. “Wow, you certainly were enthusiastic, have you never been with another mare before?” She asked.

Chrysalis nodded slowly, looking up at the pony with barely contained wonder. “I have but… I just, it's been a while.” She muttered, the lie sounding as weak out loud as it had in her head.

“Really now? Cus I don't think I’ve heard a pony moan that loud if it's just been a while.” Chided the mare, who smirked at the queen. “To me that sounds like a pony whose never come that hard in her life.”

Though it was true, Chrysalis refused to give a mere pony that pleasure and the changeling simply turned away and yanked down her dress. “It's just been a while.”

Sassaflash took a step back and raised her hands defensively. “Sure lady, whatever you say.”

Chrysalis stood up suddenly, only to stumble a step when her hooves didn't initially respond to her call. Brushing off the offered hand of assistance Chrysalis propped herself against the side of the chair while waiting for the weakness to pass.

Behind all her anger was a strange confusion which made the changeling stop and really think back on her sexual experiences before now. Sure she had enjoyed intimacy with many ponies and changelings before, she was an immortal after all, but what that pony did, was not something the queen could say she had partaken in before today. After scanning her memories, the queen was quickly able to discover the answer as to why this was, and after figuring it out, she had to stop herself from face palming.

Her changeling lovers couldn't really even be called that, as for one they were little more then seed donors who acted out of biological impulse rather than a desire to please. Sure her pony lovers had evidently tried, and succeeded where her changeling ones had failed but they had all been so firmly under her control that their movements were jerky and their actions clumsy at best. The only pony to come close was…

Chrysalis shook her head vigorously and stood once more, forcing her legs to respond to her commands as she rose to her full height. With her breathing normalized, and her legs no longer wobbling, she straightened her back and tried to appear as regal as possible while still recovering from the powerful orgasm.

“Uh you alright there Red?” Sassaflash asked, her hand on the queen’s shoulder.

“I’m fine.” Chrysalis barked.

“Alright, you just seem a little off is all.” Sassaflash replied.

“It's just been a long time is all.” Chrysalis muttered before shaking her head.

“Hey I get it, it's cool. I’m just glad I was able to help.”

The queen nodded slowly, only to turn towards the flap a second before a strangely familiar shape popped in. The mare had yellow skin and an orange mane and wore an exasperated scowl on her face. “Miss Red Banana, your stud is ready.” She remarked dryly before stepping fully into the secondary room and holding open the flap.

Chrysalis grinned and walked past the pleasure mare, her confidence surging. “Excellent, lead me to them.”

The pony sighed and extended a hand towards the next room. “If you’ll just step right through here, we can begin.”

The confident grin worn by the changeling didn't last long after she entered the second room, and as the flap settled in behind her, her smile fell away. A stallion stood next to a large and comfortable looking bed, completely nude and busy stretching his arms above his head.

“Well hey there little lady, pleasure to meetcha.” The stallion greeted before grunting as he twisted his body. “I’ll be right with ya in a sec, doc made me swear I wouldn't do anything stressful without stretching first.”

Chrysalis glanced back at the other female and noticed that she had slipped back through the flap, disappearing out of sight. For a moment she was gripped by indecision, silently wondering if she should just turn around and leave without issue. That sentiment didn't last long though, as she quickly quashed it, as she was poignantly aware of just how weird it would be if she came all this way only to back out at the last second.

Instead of leaving she turned back around and eyed the stallion in a more critical light, studying his physique. He was slightly larger than most unicorns and his light tan skin covered a fairly impressive set of muscles. His brown hair was cut short and neat, though he kept it a little longer in the back and upon his hips were two large pink donuts on either side.

“Donut Joe?” Chrysalis muttered.

The stallion grinned and extended his hand. “That's my name. Don't suppose you know me from my restaurant eh?”

Chrysalis nodded weakly, shaking the stallion’s hand. “But I thought you were in Canterlot.”

“Oh I was I was, but after I overheard princess Twilight going on about how no-one wanted to help stud at the festival, well it just didn't feel right to leave a pretty mare like her in the lurch ya know?” Joe explained, pulling back his hand and grinning. “Now I know you were likely looking forward to getting the chance of becoming more intimately acquainted with the princess, but I assure you won't leave this tent unsatisfied.”

Again the urge to turn tail and run occurred to the changeling, but this time she didn't contemplate it for more than a few seconds before dismissing it. She had time, this disguise was shot, and her emotional reserves could use a little more refilling, besides, the stallion before her wasn't that bad looking. He was even kind of attractive, Chrysalis thought to herself, only for the queen to shake her head and rid herself of such a traitorous idea.

“Fine, I will call your bluff.” Chrysalis exclaimed, before easily shedding her dress and letting it fall to the floor.

“Great! And might I add that you are one of the most beautiful mares I’ve seen all day.” Joe exclaimed with a wide, friendly grin.

Though Chrysalis would normally have dismissed such a weak compliment, something about his honesty, and genuine enthusiasm made her resist the urge to do so and instead merely smile politely. “So, how exactly do we do this.” Chrysalis inquired.

“However you want, but if you’re leaving it to me I’m a fan of doggy style.” Joe replied, still grinning.

Though Chrysalis once more was tempted to resist, as the position wasn't exactly one that the powerful queen of the changelings would allow herself to be in, right now she wasn't a queen, but rather a simple pony who only wanted a foal. With a shrug, the changeling crawled onto the bed and got into position, her legs and hands spread, ready for Donut Joe to slide inside her.

“Like this?”Chrysalis asked, glancing over her shoulder.

“You’re perfect!” Donut Joe declared, flashing the changeling an even bigger grin as well as an enthusiastic thumbs up.

Chrysalis couldn't help but blush after receiving such a compliment, as the surge of genuine attraction was not something she was used to. She didn't have long to contemplate this twist of fate however, as the stallion stepped up onto the bed and got into position behind the queen.

“Now I’m going to take it nice and slow at first, you just tell old Joe if you want him to speed up.” The stallion whispered, his hands gripping the queen’s shoulders and squeezing slightly. “I know the boss don't like it when I take too long but I think everyone should enjoy themselves ya know?”

“R-right.” Stammered the changeling, who could feel the attraction continue to trickle from the stallion, as well as a growing undercurrent of lust.

“Atta girl. If you want me to change anything just lemme know okay?” Joe offered.

Chrysalis nodded meekly, before looking forward and ensuring her legs were spread enough for the stallion. Though she mentally berated herself for her suddenly meak demeanour, she ultimately brushed aside such worries with the weak excuse that it was just part of her disguise. Even if only a few minutes ago she had decided that this identity was also much colder, and far more calculating.

Shaking her head, the queen focused on what the stallion was doing, paying attention to the subtle shift in his weight upon the bed. The velvety caress of the surprisingly comfortable sheets was wonderful, and added to the pleasant manner in which his hands ran down her back. Though calloused, the stallion’s digits felt unexpectedly good, with the male’s soft and gentle touch making Chrysalis shiver in anticipation.

He began at her shoulders and slowly slipped down her body from there, squeezing slightly at points and kneading her soft skin every once and a while. When his hands reached her waist they stopped and wrapped around the sides of the changeling’s hips, giving him a solid grip. Chrysalis assumed that he would push forward, only to be pleasantly surprised when he leaned down and pressed a kiss between the queen’s shoulder blades and following that up by three more, each one below the last.

Chrysalis’ eyes closed and she bit back the almost desperate urge to moan that began to fill her. Such attention was strange but not unwelcome, and Joe followed up the action by continuing to kiss down her back while slowly rubbing his thumbs into the changeling’s hips. Though the queen wouldn't have assumed that such an action would feel as good as it did, she was astonished to feel that she nearly moaned again before he had even entered her.

He didn't waste too much more time though, evidently catching the heady scent of a needy mare that she exuded in waves. “Someone’s ready for the main course.” Joe quipped, his finger dipping between Chrysalis’ sopping lips and pulling by a slick digit, coated in juices.

“But it's you who will be digging in this time.” Chrysalis replied with a smirk.

“I like you, I can already tell we are going to have some fun.” Donut Joe exclaimed, smirking right back at the disguised changeling.

Chrysalis blinked, only now realizing she hadn't looked at the one part of his anatomy that most deserved her attention. A glance between her breasts and back towards the stallion told the queen all she needed to know, and made her cheeks alight with a lusty blush. He was big, not impressively long, but with some serious girth to him, enough that the changeling went back through her mental archives and discovered that he was likely the thickest stallion she had ever taken before.

With one hand around the base of his shaft, the stallion slid forward, guiding the head of his cock against Chrysalis’ slick opening. The instant the mottled tan head of his cock made contact with Chrysalis’ folds the queen shuddered, her body remaining honest even while her mind continued to try and disobey. She was beyond such worry now though, and as he began to slide forward and press himself deeper into the mare’s body, Chrysalis felt her worries and fears melt away amidst the gentle waves of pleasure.

For now she wasn't the queen of a dying race, or a being bent on revenge and domination, all she wanted was for the male to continue, no matter what that entailed.

Sliding forward, the stallion eagerly did just that, with one hand remaining glued to her hips while the other slid up her back, fingers outstretched. As this happened, he paused mid thrust and when he continued, he caressed her back, somehow making the feeling of penetration even better. Over and over this happened until finally she felt the entirety of his cock rest inside her, his thick, girthy length spreading her wider than anything else ever had.

This time there was no resisting the moan that came unbidden to her lips, and no regret once it passed. A moan that was quickly joined by a grunt of exertion coming from her partner, who evidently shared in the queen’s pleasure. This shared sense of pleasure seemed to morph into a shared desire, as Chrysalis pulled forward just as Joe began pull back, ending with both creatures meeting in the middle.

The clap of flesh meeting flesh was clearly audible over the sounds of their moans, and both creatures found themselves wanting more. For Chrysalis that meant arching her back slightly, spreading her legs a little more, and using her hands to get a better grip on the bed. For Donut Joe that meant gripping a little tighter, wiggling his hips into a better position and thrusting harder and faster.

Both pony and changeling quickly reached a sort of harmony, though it was marred somewhat by Chrysalis’ poor experience with a real lover. Not like Donut Joe made mention of it, the stallion sprinkling in compliments on the changeling’s appearance and cute moans every once in a while. An act that was strangely endearing, though the more logical side of the queen’s mind demanded he take it back for how potentially patronizing it could be construed as.

That side of her was quickly kicked to the back of their mind though, as the changeling fell fully into her assumed identity, and abandoned any pretense of keeping her pride. Throughout it all the stallion continued his slow, and methodical thrusts, careful to not speed up until the queen had a chance to adjust to his size. Something that she could have done in an instant if she wanted to do, but held off due to just how good the slow, and natural stretch felt inside of her.

For once she was having sex not just for the obtainment of genetic material, and the queen decided that if she was going to indulge in frivolous pleasure, then she was going to indulge in it fully and without restraint.

Once her pussy stretched completely around the girthy intruder they picked up the pace, though even that was slow as well, with the stallion picking up speed only to slow right back down. When he slowed, Joe leaned down and thrust deeper, and harder, without pulling out quite as much, some of his weight resting against the changeling’s back. Occasionally he would reach around the queen’s body and gently cup one of her breasts, squeezing and kneading her tender flesh and sometimes even giving her nipple a brief, and gentle tweak.

Chrysalis was confused by this act at first, but she quickly found herself in love with the oddly intimate feeling that mixed perfectly with the teasing nature of the lusty act. It was rough, but it was also gentle, kind, yet strangely teasing, giving Chrysalis the love she wanted while helping to give rise to a side of her that she had never even knew existed. Each time he teased her he went a little further, squeezing her breast a little harder, occasionally nipping her neck, the male driven by Chrysalis’ ever louder moans.

Nothing could last forever though, and the queen could already feel her first orgasm coming on, signalling the beginning of the end. She almost regretted the rising pleasure that welled within her, still, she had to admit it was fun while it lasted. Donut Joe seemed to sense her coming orgasm as well and sped up his own thrusts, gripping her hips tightly and not slowing until she finally cried out in pleasure, her pussy quivering around his cock as it sprayed it with hot marecum.

Donut Joe slowed down slightly while the changeling came, her breathing becoming ragged as she experienced one of the most powerful orgasms of her life. After she regained control of her breathing and was able to rise once more, she sighed and glanced back over her shoulder. “That was wonderful.” She declared.

“It wasn't so bad for as far as entres go.” Donut Joe replied, his trademarks smile plastered firmly on her face.

It was at that point that Chrysalis realized that he had yet to cum, despite it being a good ten minutes since their session began. The changeling cocked her head slightly, only to realize that not only hadn't he finished, but he was also still quite hard. Instantly the changeling’s face turned a bright red and blushed profusely, her hubris now realized.

“Y-you can continue.” Chrysalis whispered as she looked down, unable to meet the stallion’s gaze.

“Well ain't you just the cutest thing.” Donut Joe said with a smile, as he gave his hips a firm buck. “You act like you never had a partner last longer then a few minutes.”

Chrysalis blushed even harder, silently berating herself for her foolishness, the full realization of how silly her assumption had been only now settling in. After all, this stallion was evidently not here to solely give the queen the genes she needed, but rather was intent on giving her a good time as well. Unlike the queen’s former partners, who she could no longer even think of as lovers, not while she was currently with a being who truly fit such a label anyway.

“You ready to go?” Donut Joe asked gently, a hand on the queen’s shoulder, his cock still balls deep inside. “I can slow down for a bit if your still a bit shaky.”

“N-no. I’m ready.” Chrysalis declared, pushing her back straight and setting her shoulders once more. “Don't hold back this time.”

“Well alright, that's what I like to hear.” Donut Joe declared, giving the queen’s ass a light smack and making her already red skin turn even redder somehow.

The stallion began to thrust all over again, this time quickly picking up speed and maintaining that tempo while also going as hard and as deep as he could manage. The change in mood was a sudden, but not altogether unpleasant shift, and both Chrysalis’ logical and illogical sides agreed that this was even better. Something about the more passionate, intense nature of this pace intrigued her naive side which had never experienced such an event, while her logical side agreed that this was the fastest way to get this over with and onto the next tent, where Twilight might be.

With that in mind both halves of Chrysalis agreed to more fully give themselves to the moment, she pushing back against every thrust and actively tried to milk the stallion for all he was worth. Muscles she had never actively used suddenly sprung into life, and Donut Joe was surprised to feel his partner’s pussy clamp down around his cock. Not only that, but Chrysalis also made sure to time her counter thrusts properly, making them both feel even better each time their hips connected with a wet slap.

In no time at all Chrysalis could feel herself getting into it, and sense the arrival of her next orgasm far in the distance. She also began to get better at sensing the arrival of her partner’s own orgasm, as the subtle way in which his cock twitched, and his voice hitched gave her all the hints she needed to feel it coming. Though it was still pretty far away, the queen had a few ideas on how to bring it closer, and with a smirk on her face she chose to break out the first of such ideas.

The next time he leaned down, the queen pressed herself against his chest, moaning deeply, and nuzzling his cheek. The act seemed to catch the stallion off guard, as he nearly stumbled for a second before grinning and getting right back into the groove of things. Though he didn't say anything, he didn't have to, as Chrysalis could feel a wave of appreciation emanate from the stallion, followed closely by a fresh and renewed surge of lust.

Both of which the emotivore quickly devoured, savoring the flavor just long enough to get a good taste before focusing once more on the task at hand.

Donut Joe had pulled back once more, and had begun to slam into the changeling queen with an intensity she had never felt before, making her slightly above average breasts jiggle with every thrust. This orgasm was coming quickly, that much Chrysalis could tell, and though she was happy it was nearly over, as it meant she could continue with her mission, the queen wondered how far she could push it.

When he began to slow the next time, the changeling reached back and interlaced her fingers with her partner’s stopping him before he bent fully and making a smile cross his face. “If that's how you want it, you best prepare yourself little miss, because here it comes!” shouted the stallion.

“Bring it on! I can take it!” Chrysalis yelled right back.

With an even wider grin then normal plastered on his lips, Donut Joe grit his teeth and grunted, the stallion throwing everything he had into the act. His hips became a blur as he slammed himself into the changeling’s pussy with ferocity the queen hadn't experienced from him yet. Each one of these lightning fast thrusts was also matched by a surprising amount of power that made Chrysalis’ ass quake and her tits shake.

Though she didn't think she could initially keep up, the queen surprised herself by doing just that, somehow managing to stay the same speed as the enthusiastic pony despite her lack of experience in this regard. With every twitch of the stallion’s cock and every grunt that escaped his lips, Chrysalis knew she was getting closer to her goal, her own orgasm rising at about the same pace. Something she tried to chalk up to coincidence, but her more logical side knew that she was definitely enjoying the fact that she was reciprocating for once.

It didn't take long for his twitches to become more rapid, and his grunts to become deeper and more pronounced and soon enough Chrysalis could feel him getting close . It wasn't long before his orgasm arrived, and at about the same time hers did, but before that could happen she reached back with her free hand and grabbed his hip, squeezing his ass and holding him in place. Though she didn't go as far as to open herself to his seed, she had to admit that she was tempted to do just that, as the stallion was quite the specimen.

His love output was considerable despite the fact that they had just met one another, and Chrysalis could already feel her reserves slowly filling. With both her dietary and physical needs met, the queen was all but glowing as she half lay there, the top half of her body splayed out on the bed while her back half remained up. Joe reached down and gently pressed his lips against the changeling’s cheek before pulling back and out.

“Well that will do it.” He exclaimed, stumbling off the bed and grabbing a towel. “Twilight’s friends came by and made sure to juice me up with some magic so don't worry about it not taking on the first go. Though, if you came by to see old Joe after this, well, I certainly wouldn't complain.”

Chrysalis slowly pushed herself up. “Maybe I will Joe, maybe I will.”

The stallion blushed and passed a second towel to the disguised queen. “Here, ya might want to clean yourself up a bit before ya go. If you need anything else, Sunny Daze can help you.”

Chrysalis nodded, and after using the towel to clean herself up as the stallion had suggested, quickly donned her dress. Moving to the exit flap on the other side of the room, the changeling paused and gave the stallion a look, smirking at the big dopey grin on his face. “See you soon, donut boy.” Chrysalis remarked with a snicker, before slipping through the flap and making her way back into the hustle and bustle of Ponyville’s busy streets.

With a grin on her face the disguised changeling skipped down the road, her appearance having changed to a blue skinned and burgundy haired unicorn wearing a bright yellow tank top and a pair of green sweatpants. Though she had been unsuccessful in her quest, and had burnt four of her disguises, the changeling couldn't bring herself to be angry or even disappointed. She had more emotional energy stocked now then she had in years, and all of it had been freely given, making it taste that much sweeter. In addition, she also just felt great, which was probably due to the mind numbing amount of orgasms she had over the last couple of hours.

The queen adjusted her breasts beneath her top and hoped that she didn't see that annoying Sunny Daze pony again, as she had increased her cup size since she had first registered and didn't want to have to explain such a sudden change. Still, it was worth it, since she had extracted more lust then ever after the change, and her partners really seemed to enjoy it as well. Two things that made it worth the potential fallout if her suddenly larger tits were discovered, as it helped burn through her disguises faster and increase her chances of finding Twilight.

Plus it made her feel sexy, and almost everyone she had fucked since she had made the change had complimented her on them. A thought that was quickly dismissed as a fringe side benefit, and definitely not something she actually cared about. She was a changeling queen after all, and she didn't concern herself with the opinions of her prey, well, too much anyway.

Patting her stomach, Chrysalis noted that she very well might have to take a break and bottle some of the energy she had gathered, given just how much her belly sloshed after only the light touch. I don't know why I even bothered collecting love the old fashioned way, if my drones made only a couple disguises and went to several of these festivals we could easily gather what we need. The queen stowed that thought away for now, just in case her plans fell through and she didn't end up dominating all of Equestria inside a year.

Shaking her head again, the queen set her jaw and took on a more serious expression, trying to keep her mind from wandering while she had a mission to complete.

The queen strode confidently through the crowded streets, brushing past talking ponies, and enthusiastic shop keepers as she made her way towards the next tent, and hopefully Twilight. That was until she caught the faint whiff of disgust in the air and paused to look around. Though it was directed at her, it didn't seem to be personal, which only served to confuse the queen when she noticed a white skinned and magenta maned unicorn scowling openly at her.

When their eyes met, the pony’s scowl disappeared, and she pretended to keep walking, though Chrysalis could feel the disgust lingering for a while.

Shrugging off the strange encounter the changeling gave her disguise a once over, only to find that nothing seemed out of the ordinary. What a weird pony. Wasn't that one of Twilight’s minions? Chrysalis thought to herself, before continuing her determined strides towards the tent numbered thirteen, pushing all such thoughts from her mind.

Outside, sat an unfamiliar unicorn who seemed far more upbeat than the normally down trodden ponies who manned the tent entrances. Walking confidently over to her, Chrysalis smiled as much as she could manage. “Am I in the right place? My name is Blue Cherry, I should be on the list.” She announced, a hint of nervousness in her voice.

The pony blinked. “Oh yes, your right on time miss!” She exclaimed. “First time?”

Chrysalis nodded quickly. “Y-yes. I’ve never done anything like this before.”

“Well just head on through and the twins will help you out.” She exclaimed, using her magic to pull open the flap to the tent.

Chrysalis nodded meekly and stepped inside, silently congratulating herself on her great disguise work. “T-thank you.” she whispered.

“No problem, and remember, have fun!” Exclaimed the pony.

Chrysalis stepped through the open flap and took in the now familiar scene of the tent’s interior. This one was the same as every other, with a nice relaxing chair set aside, as well as a single sized bed, a table full of toys and lubricant, but where it changed was the fact that where there was usually only a single pleasure mare, there were now two. Both of whom were grinning from ear to ear and holding hands, eyeing Chrysalis critically, and hungrily.

They were both about the same height, with the one on the left appearing only slightly shorter than her partner, though that wasn't by much. Her skin was a light teal, and her hair was a long and curly white, which bounced whenever the earth pony moved. Her eyes were a soft magenta, and on each side of her exposed flanks were two intertwined horseshoes. All she wore was a tiny purple miniskirt and a matching bra.

Her partner was a little taller, and a little thinner, and her hair was nearly the same shade of blue as the earth pony’s skin was. Her eyes was a slightly lighter blue and her skin was a stark white color, nearly matching the first pony’s mane and on her flanks were a pair of dark storm clouds with a lightning bolt coming out the bottom. Her wings fluttered slightly, and she grinned a little wider when her gaze rested on Chrysalis’ large breasts that were obviously uncontained by any bra.

“Well well well Shoeshine, what do we have here?” The pegasus purred, stepping closer to the changeling.

“A delicious little morsel by the looks of it White Lightning.” The earth pony replied, grinning just as wide as her partner.

At that moment Chrysalis was quite glad that she had chosen to make this identity slightly less confident than the rest, as she was temporarily overwhelmed by the sheer wave of lust the two ponies exuded. “R-really?” She asked nervously.

“Oh, indeed, I can't wait to dig into you.” The first replied, licking her lips.

“If you don't mind that is, we don't have to do anything if you don't want us too.” The second cautioned.

“Well…” Chrysalis blushed and bit her lip, her gaze lingering over the pair’s forms for several long seconds.

The earth pony was slightly wider, with larger assets and a slightly heavier frame while the pegasus had longer, more shapely legs while also not sacrificing much when it came to curves. As she gave them another brief look, both struck a pose, the earth pony pushing up her chest and pursing her lips while the pegasus smiled seductively, and traced a hand up her side.

“Like what you see?” Shoeshine asked.

Chrysalis nodded. “Are you really twins though?”

Both ponies shrugged in unison. “That depends.” Shoeshine began.

“Do you want us to be?” White Lightning finished.

Chrysalis smiled to herself, having figured that they weren’t actually related after merely looking at them for a few seconds. “I don't really care.” She replied with a shrug. “So long as you get me nice and wet.”

Both mares smiled. “That's what I like to hear.” Shoeshine declared,slipping her hand away from her partners and gripping it tightly. “Do you have a preference by chance?”

“Or do you mind laying on the bed and letting us get down to work?” White Lightning added.

Chrysalis shrugged and turned to the small bed. “I think I can trust you two know what you’re doing.”

Both ponies shared a grin, following closely as Chrysalis made her way over to the bed, shedding her clothes as she walked. Her shirt being the last thing to fall to the floor before laying on her back, her hands covering her breasts. “L-like this?” Asked the queen, as cutely as she could manage.

That got the right response, as both mares instantly lit up, obviously turned on by the shy act Chrysalis was putting on. “That's perfect!” Shoeshine declared.

“Absolutely perfect.” added her partner.

“Just lay back and relax. We’ll make you feel good.” Shoeshine whispered seductively as she strutted over to the queen.

White Lightning fell in behind her partner, allowing the earth pony to take the lead and slide between Chrysalis’ legs. With a gentle push, the pony parted the changeling’s legs, allowing her to lean in and get nice and close to her prize. With a soft touch the pony caressed the queen’s thighs, prompting Chrysalis to relax fully and expose her glistening pussy for all to see.

A sight that the earth pony seemed to enjoy immensely, as she licked her lips. “If I’m going to fast or you want me to stop just let me or White Lightning know okay?” She reiterated.

Chrysalis had to fight back a smirk, and nodded hesitantly. “Y-yes miss Shoeshine.”

That seemed to have the right reaction, as the pony seemed even more intrigued than before, and dove in quickly, her lips pressing against Chrysalis’ slit. One pair of lips met another, the two connecting in a strange version of a kiss, as the pony leaned forward and deepened that kiss by slipping her tongue into Chrysalis’ body. While she pushed further, her hands continued to move, with one reaching up and caressing the tender flesh of Chrysalis’ lower body while the other kept her upright after pulling back from the changeling’s inner thigh.

Biting back a moan, Chrysalis silently marveled at the mare’s skill, as it had only been moments since they had first begun, and already she felt amazing. Though not quite as good as the first mare, Chrysalis was quickly coming to realize that she had been an exception unto herself. Not like the queen minded though, as she was still quite good, and worth the small distraction, plus it didn't hurt that the affection she was currently feeding the changeling tasted quite good as well.

As the earth pony fell into a rhythm of lavishing Chrysalis’ drooling slit in attention, the pegasus remained off to the side, enjoying the sight of her partner eating the changeling out almost as much as Chrysalis herself was enjoying actually receiving that pleasure. It was obvious to the queen that they were enjoying this as well, something that made the flow of affection from Shoeshine into her, and the love between both ponies all the sweeter.

That didn't last long though, as the pegasus seemed to remember she had a job to do, and discarded both of her remaining clothes, allowing the changeling to get a good long look at her now nude body. Though she could see pretty much everything before she discarded the undergarments, as they didn't exactly cover much, it was strangely hot to see the entirety of the pegasus’ body without obstruction. Chrysalis blushed a little as she stared at the pegasus, noting that the other female’s nipples were slightly larger than average.

Chrysalis wondered what exactly the other pleasure mare was going to do considering the fact that Chrysalis’ pussy was currently occupied by an eager mare who seemed to be doing her best to make the changeling cum, and quickly. She didn't have to wonder for long though, as the pegasus put one knee on the side of the bed and swung her body over the changeling’s, covering the queen’s body with her own. At that point Chrysalis didn't even care what she did, so long as she did it soon, as the anticipation was killing her.

Thankfully she didn't have to wait long for that either, as the pony’s hands caressed the changeling’s midsection and pushed up her ribs. She continued this several times while moaning, and pushing out her own breasts, a combination that felt oddly good. Though even then Chrysalis wasn't sure if that was coming from Shoeshine, or White Lightning, as the changeling doubted that such a simple, gentle touch could feel so good on it's own.

After Chrysalis relaxed a little more, the pony’s hands went up a little further, squeezing and kneading the changeling’s large, soft breasts. Something White Lightning seemed to enjoy immensely, as she made sure that each time her hands reached the twin lumps of fat she remained there for a moment longer than the last time she did so. The result amazed the queen, as the act seemed to increase the sensitivity of her breasts until even the pony’s gentle touch was enough to make her shiver in ecstasy.

While this was happening Shoeshine continued to work deeper, and faster, the pony evidently a well experienced pussy licker. She was a little more insistent than the other pleasure mares Chrysalis had experienced so far, but that certainly wasn't a point against her, as by now Chrysalis was about as ready as she could get. She wanted this, wanted to be pleasured like the queen she was, and these lesser beings were more than happy to do just that.

The two ponies seemed to work into a rythm somehow, with White Lightning gripping and squeezing Chrysalis’ breasts while Shoeshine plunged her tongue deep into the changeling’s dripping sex. The effect was immediate, and Chrysalis quickly found that everything felt that much better. Shoeshine shifted, her hands cupping Chrysalis’ butt and gripping it tightly, and before the queen had a chance to ask what was going on, she felt her backside raised slightly, allowing the earth pony to push even deeper.

The feeling was incredible, and a loud moan managed to sneak past the changeling’s guard. This seemed to be what the other pony was waiting for, as she leaned forward and pressed her lips over Chrysalis’ breast. The pegasus mimicked her partner’s own intensity well, sucking hard on the changeling’s nipple before pulling back and letting it pop out of her mouth.

The two pony’s rhythm was unbreakable, and when one pushed a little deeper, or was a little rougher, the other quickly followed suit, making Chrysalis writhe in pleasure. The combination of the two different kinds of attention was amazing, and add to that the way White Lightning used her wings to caress the changeling’s body and it felt like Chrysalis was completely entrapped in a loving embrace. One so powerful that Chrysalis could feel her orgasm surge forward, rocketing to the forefront of her thoughts and arriving far faster then she had first assumed it would.

Both ponies seemed to feel it coming as well, and their efforts redoubled, with Shoeshine slurping even louder, her tongue moving faster, and pressing deeper. White Lightning’s wings seemed to know exactly where to touch, and just how hard to do so, adding to the already immense pleasure Chrysalis felt from having her breasts played with. As her orgasm came closer, the changeling queen made a note of exploring that particular fetish more when she had the chance, while moaning loudly.

Finally, her orgasm arrived, and when it did, Chrysalis abandoned the shy act she had been putting on, allowing her body to relax and her arms and legs to be spread wide, her voice growing louder then either pony had heard before. Instantly Chrysalis felt a surge of pride, mixed with a cascade of lust, both ponies evidently proud of making this supposedly shy mare cum, and cum hard.

Neither relented though, with both ponies continuing to keep up their assault until Chrysalis’ body finally stopped twitching and she lay slack on the bed. Even then, White Lightning pulled back first and stepped to the side, and only a few seconds later was joined by Shoeshine, who gently placed Chrysalis’ backside on the bed before stepping aside. Wiping her lips, the pony grabbed her partner and instantly locked lips with her, the two making out with all the passion of two ponies who hadn't seen each other in months.

Chrysalis had to stifle a snicker at the sight, only barely containing the urge to break her cover and not act like the shy mare she was supposed to be. While she sipped away at some of the love that bled off the pair, she focused mainly on gathering up her clothes while pretending to care about her decency. Sure enough, she was all but invisible to the two ponies who were busy grinding against one another, occasionally moaning, when one or more hands did something naughty.

“Miss Blue Cherry? He's ready for you now.” Came a soft, polite voice from the open flap leading to the next room.

Not even that was enough to knock the ponies from their lust induced state though, making Chrysalis shake her head and sneak away, her clothes pressed against her body, hiding her privates. “Oh, r-right. I’ll be right there.” Muttered the changeling, as she hastily slipped through the flap and left the pleasure mares alone.

Once inside, the changeling quickly looked around and found that she was now in a room with a lanky blue skinned stallion with even darker blue hair. He seemed relaxed, even while completely naked and sitting on the end of the bed. Though Chrysalis felt a little disappointed that it wasn't Twilight, she dismissed that feeling quickly, and looked down to the stallion’s crotch, more interested in what he was packing.

The changeling was rewarded with a most delicious sight, and a long, thick cock that was easily one of the biggest she's seen all day. Jack pot. Chrysalis thought to herself, though she made sure to make certain that her enthusiasm didn't reach her face as she was still playing the role of a shy mare looking to have a foal.

“Are you ready miss?” Asked the kind voice from beside her.

“Y-yes.” Chrysalis stuttered as she took another awkward step into the room. “I think I’ll be just fine.”

“Good, I’ll be right outside if you need something.” The voice added before it's owner slipped through another hidden flap and vanished.

“Are you ready?” Asked the earth pony, who uncrossed his legs and stood up, revealing the full extent of his large stallionhood and making Chrysalis blush with anticipation.

“I’m as ready as I’ll ever be.” Chrysalis replied, dropping her clothes, and walking towards the stallion, not even worried by the fact that her mission had still yet to be completed.

Chrysalis stumbled out of the tent with a blissful look on her face, her hands clutching at her clothes and hastily tugging them into place. The changeling hardly even noticed the look she was being given by a few of the ponies as she was all but floating on cloud nine. The last stallion had been good, really good, and though normally the queen would have settled for a subject of his calibre, she had a bigger fish in mind.

Once her clothes were back in place and the queen was trotting off towards the bathroom where she had stashed her next set of clothes, she could feel the bliss slowly melt away. The cool air did wonders to calm her libido, and by the time the changeling had neared her target the after effects of her most recent orgasm had died. Leaving only a guilty feeling resting in the pit of her stomach, guilt born from just how much she had been enjoying herself.

Sure the cramps she had been getting from holding in all the eggs was annoying, but more irritating still was that she was no closer to her goal. Chrysalis’ smile fell away, and the queen ground her teeth together as she realized just how distracted she had become. They are tools, dammit! Keep it together Chrysalis, we have an alicorn’s seed to acquire and army to birth.

The queen pushed all such fuzzy thoughts from her mind and focused completely on why she was here, forcing her features to become neutral once more.

With grim determination, the changeling entered into the public washroom, slipped into the last stall and retrieved her next disguise from a tile in the ceiling. While she changed, and pulled off her clothes she made sure to focus inwardly, stomping out nearly all emotion, until she was once more the queen she needed to be. In a flash, her shape had shifted, and the weak, shy pony she had been a moment ago was discarded, and was replaced by a far more confident pony with a somehow even more garish outfit.

“This will be it, I can feel it.” Chrysalis declared triumphantly.

The queen dumped her clothes into a nearby garbage can and strutted out into the street once more, her confidence soaring.

The disguised changeling leaned heavily against the side of a building, uncaring to the fact that she was currently standing in someone’s garden. She was tired, not physically mind you, as she had more than enough love to last her a few months if she was only feeding herself, but emotionally and mentally exhausted. The days had not been kind, and time was running out, a fact made all the more apparent by the sun beginning to set in the distance. The clouds above had turned a soft pink, the town strangely still, as the ponies began to disperse in preparation for the coming night.

Glancing at a nearby clock, Chrysalis realized that the festival had only an hour left before it was closed for the season, leaving only enough time for one final stud. The changeling winced and gripped her midsection in both hands, her guts audibly gurgling as her body rebelled against her. Wincing, the changeling nearly fell to the ground, only barely able to keep her body from releasing the eggs quite yet.

This is it, she has to be in the next tent or I’m just going to have to take whatever fate deals me. She thought grimly.

Pushing through the pain in her midsection, Chrysalis stood on shaky legs and trotted out of the flower bed she had been standing in, and back towards the festival grounds. She wanted to move quickly, to not waste time, but her body wouldn't allow her to move at an expeditious pace, and the queen was forced to all but limp in the direction of the last tent.

Thankfully there weren't many ponies left, and the few who were still out at such an hour, seemed intent on returning to their homes, or whatever inn they had rented, ignoring the grimacing queen completely. Stopping one last time, the queen leaned against a closed stall, glancing around the corner and scanning the area.

Sure enough, tent number twenty three was set a little further back from the others, and away from the general traffic that centered mainly around the town’s center. Grumbling with every step, the changeling made her way towards the tent, only to stop again and force herself to walk normally. The changeling queen reminding herself that this identity was a little shy, but also eager, and definitely did not have a reason to limp around like a wounded animal, growling at every little perceived sleight and inconvenience.

Plastering the nervous smile on her face, Chrysalis gave herself one last once over before approaching the tent, noting idly that there was no desk outside like most others. Looking down, the changeling smoothed out the wrinkles in her pink polka dot t-shirt as well as her green denim hot pants before glancing into a nearby window in order to check the other part of her disguise.

Her bright orange hair was long, and tied neatly into ponytail, leaving only a few clumps of hair untied in the front, giving her a slightly messy look. Tugging at her eyelid, the queen looked into her green eyes and noted that they seemed okay. With that done she took a step back and idly noted that her red skin appeared normal, and not in need of a touchup, much like the orange apple on both of her hips.

With her disguise perfect, the queen fell back into the role she had established for herself, her hands clutched before her and a nervous smile on her face. With haste in her step, the changeling crossed the distance and nervously tapped on the tent wall. “H-hello? Am I too late?” She asked, not having to feign her nervousness when she spoke.

“Is that lady Orange Apple that I hear? Or is it time to check this faulty ear?” Replied an oddly exotic voice from within the tent.

“N-no, I’m Orange Apple. Am I in the right place?” Chrysalis replied.

“Indeed you are, child of mine. Please come on in, and skip the line.” The voice replied.

With a gulp, Chrysalis pushed down the worry that persisted at the edge of her mind, and reached forward. “O-okay, I’m coming in.”

With a shaky hand, the changeling reached forward, and tugged open the flap, emotions warring endlessly in her mind.

This is it. She thought grimly to herself. This had better work.

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Oh, I Can Hardly Wait

Once her body passed through the flap of the tent, the changeling was transported far from the fairgrounds, from the noise, the smell, and the slightly damp air that had clung to her for most of the day. Here it was cool, dry, and smelled vaguely of roses, the sleight crunch of the earthen floor getting replaced by the distinct clack of crystal under her hooves. With wide eyes, Chrysalis looked around and noted that the walls were also crystal, as well as the ceiling.

“I see the wonder in your eyes, if you have a question please don't be shy.” Announced the smooth, and exotic voice from before.

Spinning around, Chrysalis beheld a pleasure mare, only she was anything but normal. Where most had single toned skin and wore at least something to cover themselves, this one one wore nothing and light grey skin with slightly darker grey stripes. The only items that could even be considered clothing were the golden hoops in her ears and the circlets around her neck.

She stood off to the side of the room, her arms loose against her sides and a wide smile on her face. Though she felt genuine warmth emanating from the zebra, that wasn't what grabbed the changeling’s attention, rather it was her figure that did that. The zebra was tall, easily taller than most ponies by a good few inches, and her form was sleek, and powerful while still having more curves then ninety nine percent of the ponies Chrysalis had seen over the last few days. Though not to the point that she was fat by any stretch of the imagination, as ever curve was perfectly proportioned to her body, making Chrysalis feel oddly inferior.

“Zecora is my name, and I apologize for my lack of shame.” Zecora began, taking a step forward.

Chrysalis pursed her lips, the changeling remembering what Cheerilee had mentioned earlier about the mare named Zecora. “Oh that's not a problem, I just didn't expect there to be a zebra here is all. Plus the whole, well room, is kind of off putting.”

“Ahh, you have not been to friendship castle, that is forgivable as getting here is a bit of a hassle.” Zecora announced, gesturing around the room.

Prompting Chrysalis to look around and realize that there was a second room reachable through a door in front of her, while a shimmering field housed the tent flap she had entered through. “Are all the tents like this?” Chrysalis asked, knowing full well the answer to such a question.

“It's not difficult to get here, to Twilight Sparkle you must first endear.” Zecora began, smiling widely and stepping forward. “She filled my life with love, and I have been granted this room, well kind of.”

“You’ve had her foals before so now that you’re volunteering you get a better room.” Chrysalis reiterated.

“In this regard you are indeed right. I have heard your troubles, your plight.” Zecora continued, her smile gaining a sad edge to it. “Lay over here you should. I will help heal your worries, and help you feel good.”

“I don't need any kind of healing.” Chrysalis began, only to wince when her womb rebelled, and made her nearly double over in pain. “It's just stress cramps, that's it.”

Zecora eyed the disguised changeling with careful concern. “Though I wish I could trust your word, that was the worst lie I’ve ever heard. Please trust me, and gone your troubles will be.”

Chrysalis groaned, and reluctantly glanced over to the bed Zecora was motioning to, and after a moment of hesitation, began to walk in that direction. Though her paranoia told her to keep this strange being at arm's length, the queen was worldly enough to know that zebras were well renowned for their advances in the healing arts. Plus if there was even a slim chance that she could make the pain die down at least a little, it was well worth it as it was quickly becoming difficult to bear.

“Fine.” Chrysalis muttered, only to sigh. “I’m sorry If I’m short with you, this whole thing is just a little stressful. That's all.”

Zecora nodded sagely and gently guided the changeling to the bed. “I know exactly how you feel, your willpower we will steele.”

Chrysalis eyed the zebra strangely before shrugging and quickly discarding her clothes and laying on her back, looking up at Zecora. “So, now what?”

“Turn over onto your stomach if you please. It is necessary if your pain we hope to ease.” Zecora explained.

Chrysalis reluctantly did as she was told, rolling onto her stomach stretching out into a comfortable spot. “Like this?”

“First remove yourself of all emotion, while I grab the necessary lotion.” Zecora continued.

Chrysalis sighed, and tried to do just that, the disguised queen closing her eyes and doing her best to ignore the continued pain in her midsection. An idea that was easier said than done, as the sensation was becoming more acute by the minute, and she had yet to find anything to distract herself with yet. Other than the weirdo zebra who couldn't stop rhyming, which made the changeling wonder if her newest pleasure mare had suffered some sort of brain damage.

That made the queen chuckle cruelly, though her mirth was short lived as she realized that the zebra had noticed her pain at just a glance, and after the Chrysalis had done such an expert job at hiding it as well. Evidently the zebra’s powers of observation were not to be underestimated. The changeling made a note of keeping her defences up until such point that her little appointment was over, lest she accidentally reveal herself to the observant female.

“Ahh finally, here we are. I am sorry, but this might feel a little bizarre.” Zecora apologized, before pressing her wet hands against the changeling’s exposed back.

Chrysalis’ eyes shot open and she very nearly leapt out of bed the second the zebra’s hands became strangely hot, but by the time her body had responded to her command, the heat had dissipated and a wave of calm radiated through her body. It was so calmling that she couldn't even think of resisting it before she was already splayed out on the bed, her limbs limp and her jaw hanging open. A long undignified moan slipped past the changeling queen’s lips and she lay there limply, unable to move so much as a muscle.

The zebra chuckled and kept her hands firmly against the changeling’s back, though she didn't need to hold her down any longer as Chrysalis had abandoned all thoughts of resistance by then. “Pain and you were good friends indeed. From it's clutches I hope you've been freed.”

Chrysalis could only moan softly and nod her head slightly, faintly aware of how the zebra’s hands were slowly shifting from a calming cold to a radiating heat and back again. The changeling’s muscles seemed to react well to the alternating heat and cold, with her body feeling more relaxed then it had been in years. All the worry, strife and stress seemed to bleed out of her with each and every breath, until finally there was none left.

“My treatments are thorough but if you still feel pain, I can grab more and we can do this again.” Zecora offered.

Chrysalis shook her head weakly. “Thash not neshashary.” She slurred.

Zecora raised an eyebrow. “I have never seen someone react so well. Truly you must have been going through hell.”

Chrysalis shrugged and said nothing, not wanting to embarrass herself fully by uttering anymore slurred words.

“With the first part of the process now done, we can finally get to the real fun.” Zecora exclaimed, her voice containing a bit of the enthusiasm that Chrysalis could feel radiating off the zebra in waves.

Chrysalis could hardly even muster any resistance to Zecora’s words before she felt the zebra’s hands pull away from her back, though the radiating heat and cold remained, a thick goop clinging to the changeling’s back. With the amazing relaxing stuff still sticking to her, the changeling hardly even cared what the zebra did to her, so long as she didn't make it stop. Something the zebra apparently fully intended on doing, as she wiped her hands clean of the goopy substance and positioned herself between Chrysalis’ legs.

Her body weight made the bed shift slightly, caressing the underside of Chrysalis’ body. “If you want me to stop simply raise your hand and I will abandon all I have planned.”

Chrysalis nodded and flashed the zebra a thumbs up before falling back into the bed, a wide smile on her face.

A smile that Zecora mimicked, as she lathered her hands with a different substance and leaned down. Her gentle hands pressed against the changeling’s lower back and pressed upwards with a slight amount of force, just enough for the changeling’s already relaxed muscles to be smoothed out even more but not enough to be uncomfortable. In the zebra’s wake was a film of some kind that clung to her flesh and made her body tingle faintly, her body becoming more sensitive while still remaining relaxed.

This continued until the zebra had covered nearly the entire back half of the changeling’s body, leaving Chrysalis both relaxed, and feeling incredibly good. Even the soft caress of the zebra’s gentle hands was enough to send a shiver down the changeling’s back, making her sigh in contentment. While this was happening the heat she felt across her back dissipated and moved lower, centering around her now dripping sex and making her squirm slightly.

Thoughts of being fucked and bred intruded on the changeling’s calm mental space, leaving her feeling both calm and anxious at the same time. She needed it, now more than ever, but there wasn't an urgency one might expect would come with such arousal. She was ready, waiting, but she was not dying for release, rather she was simply primed for whenever it came.

She didn't have to wait long though, as the zebra made short work of the filmy substance she had on her hands. With gentle ministrations the zebra rubbed it across the changeling’s back, while avoiding the hand prints on Chrysalis’ shoulders, before covering her arms and neck and finally moving to the queen’s legs. Not before she made a stop at the changeling’s ample posterior though, where she lingered, the zebra really making sure that the lotion was liberally applied.

“This may be strange but you’ll thank me later. For compared to your next lover, there is no greater.” Zecora hummed, her hands squeezing and massaging the changeling’s ass and using up nearly all of the lotion.

Instantly Chrysalis’ hopes were raised, and she silently wondered if this strange zebra had been impregnated multiple times, or if she had only been bred the once. The answer to such a question would determine if it was Twilight behind the next door, but the changeling didn't really have the mental capacity to ask such a question quite yet. Not while the zebra was firmly, yet gently massaging her ass and inner thighs in such a manner that made her pussy quiver in anticipation.

With the changeling’s backside now completely covered with the skin tingling lotion, Zecora moved lower, and applied a thin coating of the same liquid to Chrysalis’ legs. With dexterous hands, the zebra did both legs at the same time, moving quickly when it came to the space from ankle to mid thigh, and slowing when she reached Chrysalis’ upper thigh. Once there, she changed things up a little and went very, very slowly, pushing forward only an inch or two before gliding her hands backward.

This had the strange effect of making the anticipation build until the point that it was near bursting and was only released when the zebra’s hands brushed against her now soaked lips. When that happened Zecora pulled back, wiped her hands of the excess lotion, and dove right back in, a finger from each hand sliding into the changeling’s pussy. With a strange ease and a dexterity born of incredible experience, the zebra began to slowly finger the aching changeling.

Chrysalis couldn't contain her moans, and she no longer even tried, letting loose a low, deep moan the second she felt the zebra’s fingers slide inside her. Back and forth Zecora’s fingers went, twisting this way and that until she had apparently applied all the lotion she needed. Then her fingers pulled out, but before Chrysalis had a chance to whine, the zebra slid back forward, and with one hand gripping the changeling’s hip, drove forward with three fingers of the other hand.

Another moan slipped past the queen’s lips, who was amazed by just how good it felt to be penetrated by something so small, yet so amazing. It was akin to being fucked by the thickest, most perfect cock Chrysalis had ever taken, and the changeling quickly realized it was mostly likely due to the lotion the zebra had applied. Either way Chrysalis was on cloud nine, and Zecora made sure to keep her there by sliding back and forth.

All while her other hand remained in motion, teasing and caressing Chrysalis’ tender flesh continually. This slow and steady pace would normally be that, slow, but to Chrysalis the world seemed to crawl to match her newest lover’s pace and she couldn't bemoan the lack of speed. After all it felt amazing, and who was she to fight such a sensation with a minor complaint like that.

Instead, she merely lay there, sprawled on the bed, her arms extended and her body so utterly relaxed that for now at least, the queen no longer had to worry about the rumblings in her midsection. Her sigh of relief quickly turned into a moan of pleasure when Zecora began to piston her fingers a little faster into Chrysalis’ flooded love tunnel. Mare juice leaked like a faucet from her well used hole, the liquid arousal pooling between her legs and sinking into the sheets, vanishing from sight.

With a rhythm established, the queen fell fully into the embrace of the fluffy bed, her arms and legs utterly slack as she simply lay there, enjoying the attention she was being given. While she was receiving physical pleasure, she was also receiving a decent amount of emotional love. The pure and utterly honest appreciation and attraction flowing from the zebra helping to nearly fill the queen’s reserves to the absolute brim. Something that hadn't happened in years, and even then it had been through extensive use of captured ponies, not freely given emotion.

With a sigh, Chrysalis let her head fall to the bed, and focused all of her attention on what was happening between her legs. Zecora had been switching it up occasionally, either by twisting in a different direction, changing her speed, or occasionally adding a finger. She didn't keep this up for long though, as she seemed acutely aware of just how much the changeling’s pussy could take before getting stretched a little too wide.

Something that Chrysalis was quite thankful for, as she didn't want to get too loosened up before she met the pony who would be donating their seed. Not like she cared about their pleasure mind you, she was solely thinking of her own enjoyment. Or at least, that's what she told herself anyway.

Her train of thought was run off course when Zecora pulled her fingers back and leaned down, kissing the mare’s lips and slipping a tongue past the wet entrance. The long, surprisingly thick tongue snaked its way into Chrysalis' pussy and twisted this way and that, drawing moan after moan from the changeling’s lips. This continued for several seconds before she caressed the queen’s clit and suddenly pulled back, only to replace her tongue with several fingers.

The shift from one to the other was so perfect and seamless that Chrysalis couldn't really complain about it. Both were pleasurable, both were strangely relaxing, and both were done by a dexterous being that seemed to genuinely care about the queen’s enjoyment.

Her orgasm almost surprised her with how suddenly it appeared, though now that the queen thought about it, it wasn't like it came out of nowhere, rather she was so preoccupied that she hardly even noticed it coming up. When she did notice though, her eyes went wide, and some of her slack muscles tensed, her entire body quivering slightly. All she could manage was a weak utterance of warning before it hit her, though it seemed to be enough for the zebra, who shifted her fingers, and more directly stimulated the changeling’s clit.

The result was amazing, and immediate, and the orgasm suddenly became ten times as powerful, and continued for far longer then what Chrysalis would have assumed it would. All of this made her moan draw out and shift rapidly, as if she had a vibrator inside her, rather then a trio of fingers.

Then, it was over, and slowly the zebra retrieved her fingers and slipped off the bed. Leaving a dopey eyed Chrysalis to lay there with a huge grin plastered against her face. A sight that made the zebra laugh and shake her head as she retrieved a towel from nearby, and cleaned off her hands.

“I hope you had fun, and that your pain is now on the run.” Zecora half asked, half stated.

Chrysalis nodded. “I feel amazing.” She muttered, unbothered by the fact that she had paid such a high compliment to a mere pony. “I feel like you gave me back ten years of my life.”

“That is indeed high praise, I must admit, my spirits you've raised.” Zecora replied.

The changeling queen wiped the goofy grin from her face just in time to feel the zebra run the towel up and down her back, cleansing any remnant of the relaxation goop she had used and leaving the changeling feeling surprisingly clean. Pushing her way into a sitting position, Chrysalis had to stop herself before her eyes shot open as she realized something terrible. The reason the weight in her midsection no longer bothered her was simple, as her eggs were no longer held back, but were rather already in her womb.

This is it. Chrysalis thought to herself. One way or another this next pony is going to have to do.

“What is wrong my friend? Did the pain not end?” Zecora questioned, leaning in and eyeing the changeling carefully.

“N-no! I just, was so relaxed I thought I had to go to the washroom.” Chrysalis blurted, only to nearly face palm when she realized how stupid that sounded.

Zecora breathed a sigh of relief and stepped forward, extending a hand.

Taking the offered limb, Chrysalis was hoisted to her feet by the surprisingly strong arm of the zebra. Once upright once more, Chrysalis could feel just how dire her situation was, and the queen quickly surmised that she would need to receive seed within the next half hour or else her eggs may very well be wasted. She refused to let that worry reach her face though, as she didn't want to alert the observant female to her woes.

“Are you alright? Do you need me to turn off a light? Would that ease your plight?” Zecora continued.

Chrysalis smiled and nodded. “Really, I’m fine, trust me.”

As the queen observed the nervous gaze on her newest lover’s face, the queen made a note of taking this one alive like the others. If nothing else then for her knowledge of healing, though something told the queen that wouldn't be why she would end up using the zebra if her plan did indeed work. Those magic fingers of hers were quite something after all, and she would be remiss to not make use of them again the next time she became stressed.

Zecora breathed a sigh and nodded. “I guess it's true what you say, though that doesn't hold my worries at bay.”

“Zecora, I’m ready for the next mare.” Came the familiar, and unexpected voice of the one pony Chrysalis had been most anticipating.

“Well don't just stand there, go on, create your heir.” Zecora encouraged, gripping the changeling by the shoulders and all but pushing the queen towards the door the voice originated from.

Chrysalis pushed down the urge to smile wolfishly, and maintained her earnest yet nervous grin, allowing herself to be guided to the door. Finally, the dawn of a new age is coming at last!

“Oh I can hardly wait.”

Author's Note

If you want a chance to get updates early as well as access to patreon exclusive content, and commissions, head over to my patreon!

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This update was made possible by the wonderful support of readers like you:
Anonymous, Apollyon, Azin, Blade Tech, Brendan, Canary in the coal mine, Ceepert, Chris, Craig, DioKyo, Doomgooey, Facinus, Free, GruB, I am unknown, Ivar, Jeffrey, Josh, Kali, M, Makani, Mecha Paladin, Megatyrant, Menthol Qtip, Mike, Mikhaila, Mirvra, Nathan, Nfreak, Nicky Aelia, Octavia, Pacsik, Peter, Random Reader, Shootig Star, Soundtea, Starless, Steven, T Sparkle, Tiwake, Todd Herron, Trash Panda, Travis, Vigilant Watch, Xvos, and last but not least Zarivin.

You Will Rue This Day, Twilight Sparkle!

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!”

Author's Note

If you want a chance to get updates early as well as access to patreon exclusive content, and commissions, head over to my patreon!

Join me over on patreon and get instant access to exclusive content and early looks at new stories, patreon only stories and other great stuff! Check it out!
Or just join the discord to ensure that you dont miss an update.
This update was made possible by the wonderful support of readers like you:
Anonymous, Apollyon, Azin, Blade Tech, Brendan, Canary in the coal mine, Ceepert, Chris, Craig, DioKyo, Doomgooey, Facinus, Free, GruB, I am unknown, Ivar, Jeffrey, Josh, Kali, M, Makani, Mecha Paladin, Megatyrant, Menthol Qtip, Mike, Mikhaila, Mirvra, Nathan, Nfreak, Nicky Aelia, Octavia, Pacsik, Peter, Random Reader, Shootig Star, Soundtea, Starless, Steven, T Sparkle, Tiwake, Todd Herron, Trash Panda, Travis, Vigilant Watch, Xvos, and last but not least Zarivin.

I Dont Know

Egg sacks glistened in the low light of the cave, illuminated only by the small amount of light granted by a cultivated patch of luminescent mushrooms at the center of the main area. Where Chrysalis stood was a large circular area near the back of the cave which had been drained of water in order to allow the changeling to use more surface area to lay her eggs. Eggs which now pulsated occasionally within their fleshy green sacs, their growth having been sped up by the ample amount of love Chrysalis had managed to obtain over the course of the Festival Of Life.

Smiling up at the many eggs sacs, Chrysalis looked on with barely contained pride. The eggs were numerous, lining just about every square foot of wall and floor real estate, with a few even on the ceiling, albeit close to a wall, in order to ensure they didn't fall. They had grown so large that the queen could tell they were nearly ready to be born, while still impressing the queen with their impressive size, strength and mana pool.

If her initial scans were anything to go by that is.

Something she had no reason to doubt, and though Chrysalis had been slightly annoyed to find that some weren't quite as large as their siblings. On the whole, however, they were one of the largest batches as well as the physically largest changelings she had ever birthed and that was an accomplishment worthy of celebration. Provided of course, the next important part of the birthing was completed without flaw however.

She could sense it too, this important milestone was minutes away and with glee building in the changeling’s heart, she couldn't help but extend her wings and take to the air. “Oh my darlings my darlings, how sweet is the sight, that your flurry of wings and rage will be! When my army is complete and on great wings you take flight! And all the world will turn tail and flee!”

Music sprung out of nowhere, and though Chrysalis usually shunned the harmonic singing that the ponies indulged in, with victory this close, and her plan going so well, she could not resist. “We will taste Equestria’s very last breath. And with sword held high, to our enemies we’ll bring death! And to the nation’s rulers we will kiss goodbye.”

As she sang she floated from egg to egg, caressing the soft and squishy flesh lovingly, staring into the egg sac and wondering what the changelings within would accomplish in life. “Their blood will flow like a dark and terrible stream. But that will only be the beginning of my dark and terrible scheme. For the world we create, will be the blank slate, from which I will bring forth my dream!”

The changeling stopped flitting from one egg to the next and instead rose high above the glowing mushrooms, her terrible and twisted form illuminated in a strange and grotesque light. “The world will bend, break and be mine! And on the love of all creatures we shall dine. This I do hereby solemnly vow, that the world will be my gift to thou.”

The strange and haunting music reached a crescendo only to continue to rumble in the distance, the light somehow dimming and framing the queen’s face in a way that seemed to make her teeth elongate and her features to lengthen. “All that we need, is more of your father’s seed. From which I will bring, many, many more offspring. And your brothers and sisters will help us succeed!”

Throwing her head back, the queen let loose a deep, and guttural laugh, which filled the room, and the entirety of the cave with its power. If any creature had heard it they would have fled at the sound, for it was truly a horrible thing. For in that laugh there was more than just glee, there was a horrific promise, one that would spell doom to her enemies.

As the last echoes of the music began to fade, and the thunderous laughter of the queen’s joy replaced it, the egg sacs began to crack, as if being called forth by Chrysalis’ very voice. With arms raised above her head the queen cackled continuously, her mind conjuring up images of all the twisted things she would do to the ponies and their allies once the world was hers. So caught up in her imaging was the queen that she hardly even noticed the birth of her army, which now crept down the walls and onto the floor.

A soft chirp pulled Chrysalis from her fantasy world, and alerted her to the fact that her army had taken it's next step. With a confident smile Chrysalis looked down at her new swarm, and found her heart fall like a rock in her chest. Her wings stopped flapping, and she angled herself towards the cave, landing awkwardly and stumbling forward, the image of her spawn all but burned into her mind.

“No, this can't be possible. It was my time, I had done it.” Chrysalis muttered in defeat, her hands on her knees as she lay crumpled in defeat.

Images of her children flashed before her mind, taunting her with their colors, which were not the white and black of Chrysalis’ swarm but rather the bright pastel of Thorax’s. “Impossible.” She continued to mutter, shaking her head and staring down at the floor.

They were not even old enough to understand giving love, yet they were as bright as a blushing pony. Though a part of her wanted to ensure that her first glance was correct, and that her swarm was indeed all colors of the rainbow, she couldn't bring herself to check. She knew her eyes didn't deceive her, she knew what they were, knew that they were lost before she even had a chance to conquer so much as a village.

Rising to her hooves the changeling growled and stomped forward, her horn glowing brightly. “It's not fair!” She yelled, destroying a stalactite with a concentrated beam of magic. “Twilight must have done something to them!”

The queen punched down a low hanging stalactite before kicking over a nearby stalagmite, showering herself in shards of stone. “Yes that's it, they must have been tainted somehow!” She yelled, her voice growing more and more hysterical after each sentence. “That sniveling worm Thorax planned it all!”

With a growl she continued to blast, kick, punch and destroy her way nearly to the cave’s entrance, yelling profanity all the while. “Twilight must have used her perverse pony magic on me somehow!” She laughed madly. “Yes, that's it, she must be laughing at me even now in her stupid ugly castle!”

With chest heaving, and her horn glowing brightly, the queen’s wide eyes flicked this way and that, a dark and terrible thought forming in her mind. “There is only one thing I can do now, only one way to ensure this plague stops here.” She muttered, her voice falling to the point that it was barely above a whisper. “Yes, it's the only way to make sure, I have to do this.”

With a deep sigh, the queen steadied herself. “The ponies deserved vengeance before, but this insult is too much. When this is done, and this taint erased I will concoct a plan so terrible it will be spoken of in hushed whispers until the very sun goes cold!”

Spinning on her heel, Chrysalis stomped back down the cave towards the central room that had served as a nursery until now. With horn ablaze with destructive potential the queen entered the room, her hooves cracking the floor with each step. Looking around, she felt her heart fall once more, only this time she felt no sadness, no shame, only righteous anger that demanded to be let out.

Every last grub seemed to be a different color, each one crawling in a different direction, a strange inquisitiveness gripping them all. There was none of the changeling aggression Chrysalis was used to, and not a single one of her spawn so much as hissed at one another, even while their siblings were crawling over them. They were spread wide over the cavern floor, though most clustered around the mushrooms in the center of the room, poking and crawling on the light source.

As she looked, the queen felt indecision grip her, she had so many ways to rid herself of this blight. She could collapse the cave and simply leave, or bathe every surface in the cleansing flames of a fireball. With so many ways to destroy them, so many ways to make them suffer, the changeling queen had trouble landing on only a single one.

Once more she was pulled from the depths of her musings by a familiar chitter, bringing her attention down to where the grubs had gathered into a central mass, the tiny creatures clinging to one another for support, fear radiating off them in waves. Good! They should fear me, they deserve oblivion and I will give it to them. With a shake of her head, Chrysalis made up her mind, choosing the simplest and most compelling possibility she had considered.

Fire.

With her hooves braced, and her horn alight, she pulled deep from her well of power, conjuring a fire so great that all remnants of this most recent disgrace would be obliterated utterly.

Until she was pulled forth from her rage once more by a quite familiar chitter, only this one was not one of curiosity like the others had been, rather it was one of bravery, and even defiance. With her power fizzling, the queen looked down upon a lone grub that had crawled forth from her fellows and was now looking up at her and making odd cooing noises.

It reminded the queen of the soothing humming noise she had frequently used on the eggs when they were particularly rowdy. Was the grub, mimicking what she had heard in an attempt to calm her or was this just random? Either way chrysalis didn't care, for a glance at the actual grub itself made her blood boil, it's purple exterior mocking her with the way it was entirely identical to her most hated foe.

Her breathing grew heavier, and her horn sputtered, her mind so filled with rage, and confusion that she couldn't bring forth any particular spell. That rage doubled when she felt another wave of fear emanate from the grubs, the queen disgusted by their weakness. Her disgust faltered when she detected something else, something new, the sweet taste, of love.

Her horn became dull once more, and she fell to her knees, realizing this love could only be the unconditional love of a child for it's mother. Tears budded at the edge of her eyes and Chrysalis looked down at the grub which was cooing over and over again, it's forelegs raised in an attempt to reach the queen’s face.

“By the seven stars, what is wrong with me?” Chrysalis muttered, crumpling to the floor, as tears cascaded down her face and fell to the floor.

The queen pulled her knees up against her chest and wrapped her arms around her legs, unable to look even the lone defiant grub in the eye while in such an undignified state. She was a queen after all, and if she was going to sob like a newborn the least she could do was ensure no-one saw her in such a state.

As she lay there, wallowing in her own pity, the queen shut off all of emotional detection abilities, ignoring the feelings of her spawn and focusing entirely inward. That was until she felt a strange little poke delivered directly to her head, followed by dozens more radiating all over her body.

Instantly the tears vanished, the rage and hate died utterly and she savored the sweet taste of love that radiated all around her. They loved her, she couldn't deny it. Even after what she had been about to do, they still loved her, and with a sniff, the queen wiped her tears, a plan forming in her mind.

“Work with the army you have, not the one you want.” Her mother had told her, the elder changeling’s voice having grown gravely with age and injury.

“Your behavior is not befitting a queen.” She remembered the old changeling telling her so long ago, the words bouncing around in her head now that she thought of her.

Shaking her head, the queen opened her eyes and found herself looking at the curious, and worried expression of the purple grub from before. It's next soft coo, was answered with a hum of her own, the queen gently running a finger down the side of the grub’s head. “You’re right little one, the plan can still work.” Chrysalis whispered.

“You are strong, you have potential, and you might very well be the conquerors I need even if the sight of you makes me sick.” Chrysalis muttered to herself, the grub cocking its head in confusion.

“Yes, this can still work, I can salvage this… somehow.” Chrysalis muttered to herself, only to feel the love from the grubs die off and be replaced by something she should have seen coming, hunger.

Slowly pushing herself into a sitting position, careful to avoid squishing any members of her swarm, the queen looked around curiously and quickly found the purple grub once more. “Well this will be easy, you’ve already given me all the love you require.” Chrysalis muttered, before focusing on the well of love inside her, and sending a pulse of the stuff towards the brave grub, paying close attention to what would happen when the pulse reached it.

Only to be surprised when nothing happened. Not confusion, not a lessing of the grub’s hunger, just, nothing. “What the heck…” Chrysalis murmured, only to smack herself in the face with her free hand. “Those traitors don't feed on love anymore, meaning you, my loyal army, don't feed on love either.”

The grub cocked it's head in the other direction and squeezed its eyes shut, a thin trickle of love emanating from the grub’s body and being directed at the queen. “No, sweet thing, stop, it's okay.” Chrysalis begged, the queen rubbing the grub’s back and humming softly.

The grub began to pant, and looked up with Chrysalis with wide, hopeful eyes, making the queen slap an exaggerated grin on her face. “See? I’m happy, you can stop giving me love.”

The grub mirrored the queen’s grin and cooed happily, even while the queen could feel that it's hunger burned as bright as ever.

All around her the bitter taste of hunger continued to grow unabated, making Chrysalis rack her brain in an attempt to figure out what they ate. She had spied on Thorax’s hive occasionally, and kept tabs on the annoying skittle monsters, only to realize she had spent so much grumbling to herself and plotting their downfall that she hadn't managed to make any meaningful observations.

“It's true.” She muttered in defeat. “You truly don't eat love.”

The weight of that realization settled on the changeling’s shoulders like a heavy shroud, making her body sag as fear took roost in her soul. “I don't know how to feed my army, no, my children. What am I going to do?”

Author's Note

Sorry about missing the update yesterday I had a doctors apointment and it slipped my mind, expect another update shortly.

It Matters Little If You Resist Or Not, My Victory Is Assured!

“Stupid weak, pathetic pony bodies.” Chrysalis complained, tugging at the larger belly she had to create in order to fake a pregnancy.

She was using the Orange Apple disguise again, and she made sure that she looked identical to the first time she met Twilight Sparkle, only this time she had some extra weight on her midsection. In her estimation it was about the right amount considering she should be pregnant with triplets, though that was just a guess as she didn't actually care that much to check.

Weak, pathetic creatures. Chrysalis grumbled to herself, walking through the much less populated streets of Ponyville. The other mothers have to bear their progeny for months and then it takes years, no decades until they are useful!

Chrysalis stood a little straighter, a little prouder, thankful that she was not a member of this weaker, inferior race. I pity you simpletons, trotting around with bowling balls inside you. Chrysalis thought to herself, sneering at the odd pregnant pony that wandered through town.

Pushing such thoughts from her mind, Chrysalis continued towards the castle in the distance, ignoring the ponies who trotted around. It didn't take long for the determined changeling to reach the entrance to Castle Friendship, her earlier scouting having paid off in spades when she noticed everything seemed to be in order. After giving her body a slight shake and assuming the body language of a nervous, and excitable mare, Chrysalis sighed and raised her hand.

Her knock resounded throughout the inside of the castle, the crystal somehow carrying the sound far further then what would be normal. While she waited for a response, the disguised changeling tugged nervously on her clothes, doing her best to keep up appearances. When the door finally opened she looked down to find that it had not been a pony come to greet her, but rather a short, stocky little dragon.

“Hello miss, is there something I can help you with?” He asked, a grin on his face and an apron around his waist.

Chrysalis racked her brain to come up with a name for the dragon, only to remember that he was Twilight’s assistant and she didn't care enough to commit his name to memory. “Uh h-hi.” Chrysalis stuttered. “I um, was hoping to talk to Twilight, if she's here?”

The dragon’s eyes lit up. “Oh you must have been from this year’s festival! My name’s Spike, and Twilight isn't around right now, but she is in town.”

“Will she be back soon?” Chrysalis asked nervously, looking down at the drake.

“In a few minutes probably, she just went to pick up some groceries and stuff.” Spike smiled and pulled open the door. “You can come in if you’d like, I’m sure she wouldn't mind if you waited for her inside.”

“T-thanks.” Chrysalis muttered, stepping awkwardly through the door and into the crystal castle.

After the door clanged shut behind her the dragon walked out in front of her and motioned down the hall. “There’s a sitting room just down here, can I get you something to drink? Coffee, tea, juice?”

“Oh I wouldn't want to impose.” Chrysalis muttered, following behind the dragon as he walked down the hall.

“It's no problem at all. Besides, pregnant mares like you deserve a little pampering don't you think?” The dragon offered, pulling open a door for the disguised changeling and grinning up at her.

Chrysalis smiled faintly and nodded to the drake, before stepping into the room and sitting in an empty chair. “I guess so.”

“I’ll be right back.” Spike explained. “If you need anything I’ll be right down the hall to the left!”

“Thank you.” Chrysalis replied.

With a nod, the dragon left, leaving Chrysalis alone in the sitting room. A room which was fairly normal, Chrysalis decided, as it had a trio of high backed chairs sitting around a short table. The walls were mostly dominated by shelves containing books and nicknacks, while the large south facing window was covered by a some soft magenta curtains.

The result was a small room that felt larger than it was, and was quite comfortable, provided Chrysalis wasn't here for something important because as it stood right now she couldn't quite enjoy the amenities given the gravity of her situation. “Maybe one day…” She muttered to herself, before shaking her head.

“No, this isn't the time for such grandiose plans. I have an army to feed.” The disguised changeling muttered.

Standing up, the queen trotted over to the window and gazed out over the landscape, a hand landing on her stomach and rubbing it gently. Her thoughts drifted back to her young, to the many hungry mouths that were waiting for her to return successful. Her hand clutched at her shirt, nearly tearing the cheap fabric as her nails threatened to rend it asunder.

“Soon, all this will be mine, and mine alone.” Chrysalis whispered to herself, a grin growing across her face.

The idea was an enticing one, and the queen couldn't help but think back to the song she had burst into mere hours ago. It had been strangely good, fitting even, and she found herself humming the tune while she gazed out over the small town, imagining what she would do with each building. She imagined destroying entire blocks of homes in order to make room for her new hive, only to think better of it and contemplate the idea of taking over this garish castle for just such a purpose.

That brought a smile to her face and she tapped her foot in time to the beat of the song, her mind relishing the heavy string and percussion that filled the song with a sense of dread and foreboding. She had committed the song itself to memory of course, finding the odd melody to be as enticing and dark as herself, and the queen was determined to hear it again one day.

“My darlings my darlings.” She hummed, drumming her fingers on the ledge of the window as her other hand remained firmly on her bloated stomach.

“When my army is complete and on great wings you take flight! And all the world will turn tail and flee!” She sung, her voice slipping away from the one she had come up with for her disguise and returning to her more ‘normal’ voice.

Footsteps echoed down the hall behind her, the sound utterly ignored by the queen who continued to hum her song and sing louder, no longer able to keep her voice below a whisper. “We will taste Equestria’s very last breath. And with sword held high, our enemies we’ll bring death! And to the nation’s rulers we will kiss goodbye!”

Even the cracking of the door, and the pitter patter of small feet could not dissuade the queen from her song and she threw up her hands in victory, imagining the town before her rebuilt in her own image. “Their blood will flow like a dark and terrible stream. But that will only be the beginning of my dark and terrible scheme. For the world we create, will be the blank slate, from which I will bring forth my dream!”

The clatter of something metal was unheard by the queen, who continued to sing louder, and prouder as time went on, her horn alight with magic. “The world will bend, break and be mine! And on the love of all creatures we shall dine. This I do hereby solemnly vow, that the world will be my gift to thou.”

The slowly vanishing sound of clawed feet on crystal was drowned out by the music that had returned and Chrysalis’ voice and magic continued. “All that we need, is more of your father’s seed. From which I will bring, many, many more offspring. And your brothers and sisters will help us succeed!”

The crash of cymbals and the thump of a drum accented her last words, the queen throwing her arms into the air as she cackled triumphantly, a burning Ponyville laying before her mind’s eye. “Yes, this is perfect, the fools will know nothing until it's too late.”

“I don't think so Chrysalis!” An out of breath, yet defiant voice responded.

Chrysalis spun on her heel, her disguise falling away and revealing the changeling queen just beneath. “Fool! It is too late for your grandstanding, my victory is all but complete!”

“Not if I have anything to say about it!” Twilight snarled, her horn blazing with life as she conjured a glowing pair of purple shackles.

Chrysalis ducked to the side and rolled out of the way. “You may have caught me during a moment of weakness, but even this will not save you from your fate!”

The queen threw a bolt of simple green magic at her enemy, which narrowly missed the alicorn’s head and hit the wall, causing it to explode outwards. Erecting a quick shield, Twilight was surprised when Chrysalis didn't attack her and instead flew past her and out of the fresh hole in the wall, laughing maniacally all the while.

“Oh no you don't!” Twilight declared, gritting her teeth and launching after the queen and pumping her wings furiously.

Twilight flew out over the town, her eyes following the fleeing changeling queen closely as she zipped over the rooftops and made a beeline for the Everfree. Though Twilight was certain she could catch her in time, her worries were alleviated when she heard a titanic whoosh, and saw a rainbow trail pass her by. Grinning to herself, the alicorn pumped her wings harder, determined to keep up with her faster friend.

Ahead of them, Chrysalis felt the surge of righteous indignation and rolled left, narrowly dodging a rainbow blur that flew straight through an empty produce stand and out the other side, completely unharmed. “Augh, not the ridiculous Rainbow one, I would have rather dealt with the insane pink thing then you.” Chrysalis grumbled, her wings buzzing as she powered back into the air, knowing full well that wouldn't be enough to stop the pegasus.

Sure enough she was right, and within seconds she could feel that righteousness return with a vengeance, and now with a mix of hate and shame added to the mix. Snickering to herself, Chrysalis used her magic to toss another fruit stand at the pony behind her, not even looking if she hit before rolling to the right and zipping down a side street. Dodging random terrified ponies, the odd stand, and a cardboard cut out of Celestia who was advertising a sale on soup, Chrysalis barely kept ahead of her opponent.

Who was busy yelling obscenities at the fleeing changeling, expertly dodging and weaving through the random assortment of stuff that was continually getting launched at her. Including a terrified Scootaloo who had thrown open her arms and seemed to be enjoying her brief flight through the marketplace.

“Remember to stick the landing kid!” Rainbow Dash shouted as she passed the filly by.

Knowing full well that Scootaloo had a disturbing amount of practice getting thrown through the air by her scooter, the rainbow maned mare didn't bother sticking around, as she knew the kid would be unharmed. She had more important things on her mind, like a fleeing changeling who was making her way towards the Everfree, and had broken away from the town.

“Where did she go?” A voice from above her demanded.

“There, she's headed to the Everfree.” Rainbow Dash replied, knowing the voice of their resident alicorn well. “She's slower than usual, but we can't linger for long.”

“Right, the girls were right behind me, keep following her and we’ll catch up.” Twilight commanded before turning away.

“You don't have to tell me twice.” Rainbow Dash remarked with a smirk before flying over to where she had last seen the queen, and easily finding the trail left by the fleeing changeling. “I’ve got you now.”

Proceeding on hoof, the pegasus sprinted through the trees, bobbing and weaving around the tree branches with surprising grace. Within a minute she had managed to catch the odd glimpse of the changeling, and within five she had gotten close enough to hear the buzz of the changeling’s wings as she lifted off the ground and made a break for the treetops.

“Dumb move bug, I may be the second fastest on the ground but in the air I am queen!” Rainbow Dash declared triumphantly, running up the side of a tree and launching herself through the treetops with the help of her wings.

Within seconds she had caught up with the changeling, noticing that the creature’s mane was filled with sticks and leaves, as if she had stumbled and fell a few times during her mad dash. Rainbow Dash’s hoof came down and clipped the changeling’s side, sending her spinning and crying out in pain. The queen twisted to the side, putting her back to the forest, and her face to her opponent just in time to bob and weave out of the way of numerous punches.

Punches that were fast enough that she had to accept a few just to dodge the odd haymaker that would have knocked her onto her butt. Gritting her teeth, Chrysalis fired a trio of weak but fast bolts of magic, hoping to drive the pony back and give her the room she needed to escape. That wasn't meant to be though, as the pegasus somehow managed to twist her body in a way that enabled her to dodge all three, and leave her right leg in a position to kick her enemy directly in the chest.

Wind rushed out of the queen’s lungs and she felt her wings falter, her entire body plummeting to earth at a staggering speed. I haven't seen such skill in centuries, where did you find this pony Twilight? Chrysalis thought before turning her bones to rubber a second before she crashed through the canopy and hit the forest floor.

Her quick thinking saved her from too much damage, and she quickly reformed a second later, standing tall and looking around, hesitant for a follow up attack. When it didn't come, she spun around and continued on her way only to stop when the distinct crack, snap of teleportation signalled that she had received more opponents.

“Your stupid pony posse won't help you here!” Chrysalis declared, not even having to turn to know that the alicorn and her friends were right behind her.

Before they had a chance to say something suitably cliche, the queen used her magic to conjure a thick smoke that exploded from her body and obscured her fleeing form. The sound of coughing and panicked yells told the queen her gambit had worked, and she fled through the underbrush, evading the group.

Behind her, Twilight hacked viciously while bringing forth her magic, which she used to conjure a gale force wind, blowing away the smoke and revealing her five friends. “Are you girls okay?” She asked, looking around.

Fluttershy nodded. “It doesn't hurt, I think it was just a distraction.”

“Well let's go then, before she gets away!” Applejack yelled, the farm pony sprinting in the direction they saw the changeling run in.

“Right, let's go!” Twilight added, sprinting after her, and joining the rest of her friends.

Within seconds the trail ran cold, as the six ponies looked around the grove they had burst into, unable to find any indication of the queen’s passage. “What do we do Twilight?” Pinkie shouted, as she lifted up random rocks and searched under fallen leaves.

“I don't-” Twilight began, only to hear a crack followed by a thump and a curse from in the distance. “She's over there!”

Together the six ponies sprinted deeper into the forest, following the sound until they were able to catch up with the queen just in time for them to notice a slight rise to the ground beneath their hooves. A cave could be seen through the break of the trees, one that Chrysalis was sprinting directly for. “She's going for the cave!” Rarity pointed out.

“After her!” Rainbow Dash shouted.

All six ponies made a mad dash to the cave, each one stumbling up the steep hill and coming to a stop just outside. “Trap?” Applejack asked, looking at Twilight with eyebrow raised.

“Almost certainly but we made a mistake letting her get away last time. She's too dangerous to do that again. Be ready for anything.” Twilight commanded before taking the lead and running into the cave.

Behind her five sets of hooves clopped through stone cave, following close behind their entrepid leader.

“You’ll never win Twilight Sparkle! Victory will be mine!” A voice boomed from further into the cave.

“You’ll never win Chrysalis! No matter how many times we have to beat you, we will never give up!” Twilight shouted back.

“It matters little if you resist or not, my victory is assured!” Chrysalis shouted back before laughing menacingly, her voice echoing from seemingly everywhere and nowhere at the same time.

“T-twilight are you sure this is a good idea?” Fluttershy whispered, trotting beside her friend and looking around nervously.

“We have to.” Twilight declared, her horn glowing brightly and illuminating the area around them. “Come on.”

The purple alicorn turned a corner, only to come to a screeching halt when she noticed thousands of eyes looking up at her from the ground. Behind her, the rest of her friends came to a sudden stop, nearly bumping into one another as they all looked down at the eyes, speechless.

The only sound left was the echoes of Chrysalis’ laughter as she disappeared, somehow managing to slip past the six ponies during the confusion.

“What do we do now?” Pinkie Pie asked nervously, tugging on Twilight’s shirt.

“I don't know Pinkie Pie.” Twilight muttered, looking down at the mass of grubs shivering in fear before them. “I don't know.”

Author's Note

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A Wonderful Idea

"That was pretty low of her. Using her own children as a diversion to escape." Applejack remarked with an irritated snort, the pony holding one such child and eyeing it curiously.

"I don't know. So much of what she did makes no sense." Starlight Glimmer mused deep in thought. “Sorry again for missing all the action, Trixie wanted help with a trick.”

Twilight shook her head. “It's fine, we managed to fend her off before she did… whatever it was she was going to do.”

“Oh you’re a hungry one.” Pinkie Pie giggled, holding a bright pink grub with one hand and a bottle of viscous green liquid in the other.

“I just hope I have enough puree for all of them…” Fluttershy fretted nervously, the pegasus flitting from one grub to the next, watching closely as their pony handler fed them careful with an identical bottle of green liquid.

“That was some quick thinking darling.” Rarity commented, holding her own grub and bottle in her magic, and refusing to touch them. “I never would have suspected they would eat… whatever it is this stuff is made from.”

“Don't ask.” Rainbow Dash replied gruffly, her cheeks retaining a greenish tinge to them after just thinking of the stuff.

Around them nearly the entire population of Ponyville was out in the town’s square, each pony holding a colorful grub and green bottle of their own. Some nervously fed the grubs, watching them closely as if they would explode at any minute while others cooed and made baby talk at the colorful grubs. Still others were neutral, their expressions distant, some glancing over to Twilight as if waiting for judgement from the alicorn before they made their own decision.

Twilight Sparkle herself was busy staring off into space, her gaze increasingly distant as she continued to feed a bright purple grub. The small wiggly changeling reminded her of herself in some way, and that clue alone had been enough to guide her to the realization that she was indeed this changeling’s father. The realization itself wasn't exactly difficult, but it was hard to accept that she had inadvertently fathered a few thousand more children overnight.

Warring emotions raged in the alicorn’s mind, and she ruminated endlessly over her actions during the festival. Guilt dominated her thoughts, the alicorn mentally berating herself for having even let things get this far in the first place. Sentences like; How could you not notice? Why didn't you put in any kind of magical security? And others, raged through her mind, making her heart fall and her frown to deepen.

That wasn't the only emotion though, as she also felt a strange sense of pride knowing that these few thousand changelings were hers, in a way. The number itself wasn't particularly intimidating or made her feel strange though, as she had long since gotten over that, but rather the fact that she had fathered those children with Chrysalis of all beings.

The alicorn shuddered, only to stop herself when she noticed the grub had stopped and looked up at her with a worried expression in it's big eyes. “It's fine little one, just a chill.” Twilight explained, shaking the bottle slightly. “Go on now, drink up.”

The grub looked at her for another moment before going back to her bottle, occasionally shooting the alicorn a worried look.

With a sigh, Twilight looked up at the sky just in time to notice the small horde of flying, multicolored changelings that were flying directly at them. A second later and the deafening buzz of hundreds of wings filled the air, with Thorax at the front, a panicked look in his eye. Beside him flew Pharynx, who wore a more dour, worried expression, the second changeling looking around nervously, as if expecting Chrysalis to jump out of the crowd.

As they came closer, the rest of the swarm broke off and landed amidst Ponyville’s general populace, each one moving to assist one of the confused ponies. While this happened both Pharynx and Thorax continued forward, landing directly in front of the alicorn, with Thorax taking the lead. The changeling sprinted awkwardly up to the alicorn before coming to a stop a few feet away, his hands on his knees as he panted hard.

“You know if you actually did the exercises I laid out for you this wouldn't happen.” Pharynx remarked dryly.

Thorax raised a hand while he continued to pant. “There is. Too much. To do. In the hive.” He explained through labored breaths.

Rolling his eyes, the dark blue changeling tucked his bright pink gossamer wings into his back and pulled his long robe tight around his chest. “Greetings Twilight.” He declared, ducking into a respectful, if short, bow.

“Good Afternoon Pharynx. How goes the defences of your hive?” Twilight replied, slowly rocking the sleepy grub, it's bottle now resting on the ground, forgotten.

“Below acceptable levels, but getting better.” Pharynx replied.

A second later and Thorax trotted the rest of the way up to the alicorn, his flowing gold and green robe billowing out behind him. “Good Afternoon, Twilight Sparkle.”

The alicorn frowned. “So you really don't know what she was thinking?”

Thorax shook his head. “I’m afraid it's like my last correspondence said, we simply don't know what her intentions possibly could have been.”

“Chrysalis’ mind has never been an easy thing to understand.” Pharynx added with an irritated snort.

Twilight sighed and looked down at the grub. “She must have some sort of plan. Why go to all this trouble otherwise?”

Thorax frowned as well, sharing in the alicorn’s sadness. “If it makes you feel any better Twilight it sounds like she's lost what little hold she had on her sanity. Though it might very well be a trick, I can't for the life of me understand what she was intending to do.”

“Seems like she just made things worse for herself.” Pharynx pointed out, gesturing to the grub in Twilight’s hands.

“What do you mean? Is this one different somehow?” Twilight asked, gently turning the changeling grub to the side while trying to not wake it. “It's a little bigger, and shinier, but I don't know what that means.”

“She's not an it.” Pharynx hissed.

Twilight flushed. “I’m sorry, I didn't even know if changelings had a gender at this point in development, they certainly don't have any… well…” The alicorn coughed and nervously scratched the back of her neck.

Thorax sighed and placed a gentle hand on his brother’s shoulder. “She didn't mean any harm Pharynx, changeling young can be… confusing to ponies.”

Pharynx grumbled silently, and brushed off his brother’s hand. “Whatever, the point is that she's been fed royal jelly. She's a queen.”

“She's a queen?” Twilight echoed, examining the changeling in a new light.

“I’m afraid so.” Thorax replied. “A fact that further complicates things. A queen could challenge Chrysalis’ rule, why do that unless she has well and truly gone mad from loneliness?”

Twilight frowned, only for the grub’s eyes to open, and her attention to be gripped by the tiny creature now wriggling in her grasp. The grub wiggled it's nose and yawned, before closing her eyes once more and wiggling a little deeper into Twilight’s lap, chirping happily to itself.

“That's possible, loneliness has a way of damaging a person.” Twilight remarked sadly. “Either way she needs our help, and badly.”

Starlight trotted up to the trio, the unicorn rubbing her hands on her jeans as she did. “I wouldn't count on her taking you up on that offer anytime soon. She's the type of person that will only accept help when they are good and ready.”

“Something I hope will happen soon.” Thorax added sadly.

Above them, something stirred, an invisible shape dropping down the back of the house the royals were exchanging words in front of and disappearing into a side alley. Emerging from the other side was a nondescript pony clad in dark clothes, and a pair of sunglasses that hid her eyes. Her body looked calm, her expression was neutral, however, she was anything but.

The image of Twilight Sparkle cradling the brave grub sticking to the forefront of the creature’s mind, unwilling to move. Stupid ponies. She grumbled to herself. One day their acceptance of anything that looks sad and cute will come back to bite them in the flank.

Chrysalis grinned. In fact, that gives me an idea. A wonderful idea.

Smirking to herself, the creature slipped through the crowd and disappeared, unnoticed by all.

Author's Note

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