There it was… right in front of her.

A puffy, pert marehood, dark purple with engorging blood… already petaling open like a blooming flower, revealing a humid, steaming pink inner sanctum. Before her very eyes, the poor thing winked in a desperate attempt to grasp at some non-present suitor, making those velvet-pink folds twist and squirm, clenching in and out. This also exposed her lovely little toy’s fat love bud, a nub that impressed even the changeling queen with its audacity, both in size and boldness… shooting in and out so far and with such rapidity it launched little gossamer trails of clear, sticky marecum in short ropes that slung to the floor like debauched spider threads, landing with splattering, musky droplets.

“Ahn… p-please…” Starlight’s eyes rolled wildly in her burning face as she looked back over her shoulder at her queen.

Chrysalis tilted her head and grinned, tongue still hanging feet from her mouth. “Please? Please what?” She snaked her tongue. “Please stop? Please continue? Please pass the salt? You should try to be clearer.”

Starlight let out a terrifying feminine roar - a gasp between painful frustration and demand. Her hooves clattered on the obsidian slate of the caver flor, manacle-chains clinking as she spread her rear hooves wider and tilted her hips upward, pushing her sweltering plot backward toward Chrysalis.

“Ah, well… your body is clear at least.” Chrysalis giggled.

With all the nimbleness of a cobra being coaxed out of its wicker-basket by a snake charmer, Chrysalis brought her pink tongue dancing to the sumptuous purple ass in front of her. She played along those two, round glutes, tracing out arcane symbols in the skittery, bizarre script that was only used by the intellectual hive-denizens, and long-forgotten to time.

She wouldn’t tell Starlight just what she’d labeled her with through obscene, sensation-stimulating, saliva tracings across her ass. Certainly, if the unicorn weren’t currently drunk on ecstasy-inducing, mind-melting aphrodisiacs, and further titillated by the very drool Chrysalis had just deposited, she would have been most upset by the wording.

As it was, she could only groan and squirm.

Admiring her penmanship for a brief moment, Chrysalis then slung her tongue back to the business at hand… and here, at least, she was able to stay patient. A greedy love-bug might have plunged into the main course at once, but a true gastronaut always made sure to sample the appetizers first.

She coiled around the purple dock, rigid and spritely with arousal, enjoying the strange peach-fuzz transition from back-coat to smooth, red-hot skin. She squeezed and released the little waggling tailbone, grasping it as though it were a more male appendage, playfully stroking it for a moment before slipping downward, and bumping into the plump, round ring of muscle.

“Mmn!” As soon as she touched the diminutive ponut, Starlight shuddered and let loose a desperate whimper. It was clear that the mare was not a ‘butt-aficionado’, both from her reaction as well as the clearly smaller size of the orifice.

Chrysalis would have to change that.

Quickly, she encircled the round ponut with her pink worm of a tongue, drawing it tight around the orifice and constricting, squeezing the flesh like a drawstring around a pouch… before releasing it and starting over, a series of playful squeezes that made Starlight mewl.

“N-not… wh-why… my… b-bum?”

‘Oh my goodness, that is simply adorable.” Chrysalis thought, with a grin.

In Starlight’s avoidance of using any naughty aphorism for her anus, the Queen heard the cute, filly-like fear that was likely the source of her tailhole’s inexperience. She had to be careful, had to keep her head. She could get intoxicated if she herself developed too strong an emotional bond to her captive. Changelings were meant to consume love, not express love. Doing that was dangerous, and could lead to fits of drunkenness… and eventually the grim fate of turning into a homoerotic, technicolor elk.

“Now now,” Chrysalis intoned, with the tenderness of a parent, “You mustn’t be afraid to try new things, my little one.”

As she murmured this, Chrysalis brought the slender probe of her tongue up the delicate four-fold wrinkle that covered the actual crevice, delicately painting the delicate creases with her drool, as skillfully as a makeup artist might apply eyeliner to her ward. The tailhole quivered, clenched, squeezing, and releasing with anxious uncertainty. Only after a few moments of being coated with the whisper-kiss touch of the fork-tongue did it finally began to relax, to unwind ever so imperceptibly, becoming used to the coaxing new sensation.

And then, as she let her guard down, for just a moment… Chrysalis plunged.

The slender spearhead of her tongue slid past the tight asshole, slipping deep into the mare’s anus. The cavity had already been cleaned out by Chrysalis’s magic well-before - it was important to prepare these things ahead of time rather than when in the throes of passion - not that the bug-queen was particularly squeamish, but she liked having a sterile workbench upon which to ply her trade.

“EeeEeEEP!” The sharp squeak erupted from Starlight as she stood stock-stiff at the sudden intrusion into her forbidden canal. Once again, that flash of yellow fear spiked into the roiling waves of pink lust-emotion emanating from her core… before seeming to act as fuel to the fire of her excitement, turning up the gas on the pressure cooker of her desire.

Chrysalis swallowed this new wave of lust that seemed to almost glow off of her little Starlight, gulping down the huge outflow like a dog might gulp at a water hose, greedily splattering the emotional outpouring in every direction, fattening herself on it.

“Y-y-yesh… y-you’re… so cute, when you’re scared… you horny little minx.” Chrysalis had to steady herself mid-sentence, surprised that she’d started to slur her words so quickly: she was no lightweight.

She tried to refocus on the task at hoof (or more accurately, at tongue). She probed the slick walls of Starlight’s anus, leaving her saliva to be quickly taken up by the naturally absorptive flesh. But it wouldn’t be enough… unlike males she’d done this act to (Shining Armor and Starswirl came to mind - both were conquests she was particularly proud of, seeing as how she’d stolen them out from under the muzzle of her other hated rivals), there was no prostate for her to stimulate through perineal barriers… And so, the only other lever to coax any excitement would be through girth.

Coiling her tongue upon itself again, she began to thicken her proboscis, moving the wider and wider base of the muscular organ into that straining ring, quickly spreading her unicorn’s ponut until all the wrinkles had been fully flattened… and further…

“Ah! Ahhh!” Starlight groaned, her body clenching around the rapidly fattening tongue. “T-too… b-big!”

Chrysalis continued, stretching the ring now so that it was unrolling, expanding outwards to its utmost limits, any pain deadened by the numbing-warmth of her bio-fluids.

“J-just t-take it!” Chrysalis moaned, herself, swallowing inadvertently as she tried to handle the fresh waves of lust pulsing out of Starlight’s core, “I know you love my fat, tongue!”

Inwardly though, Chrysalis worried. She didn’t want to hurt her little love-pony. Her little Starlight. And though she was radiating such exquisite excitement, she really was straining that tight little plothole… she hoped she knew what she was doing.

“Unngh! N-n...n-o...nooohhhhhhhh y-yYESSSS!” A desperate denial stretched into a whorse-ish groan, as a throaty growl escaped from Starlight’s belly. Her back arched up and down, sparks racing up her horn… like a cannon stuffed with too much powder, the thrumming waves of lust energy became a cacophonous explosion.

Starlight came.

Hard.

Chrysalis felt the unicorn’s sphincter tightening and spasming on her tongue as she quickly withdrew it amidst Starlight’s squirming, orgasmic reaction. The huge burst of lust energy had quickly overwhelmed her ability to guzzle it down, and her instinctive reaction was to pull back, to shut herself off. It could be dangerous to take in so much energy so fast - to lose oneself in the very feelings one was trying to imbibe.

The whole of Starlight’s body was thrashing and kicking - she was definitely more of a wild-mare than she seemed. Her hips, slamming backward against a non-existent stallion’s non-existent thrusts could have been just as damaging to any suitor as her sometimes involuntary bucks, only restrained by the manacles which kept her tied to the ground.

Squirts of hot marecum splattered against the end of her tongue as it slithered out of Starlight’s tailhole, coated by the flinging lubricant being slung from the convulsing mare’s winking pussy which was gushing in sprays that filled the area just behind the mare. The heady mix of poignant, rich mare-fluid excited Chrysalis’s biology as much as the waves of lust excited her spirit, and she pulled her tongue back even further into her own mouth, the fear of overindulging even more real.

But that hot, pink clitoris was winking in and out, thrusting with abandon as it peeked and ground against Starlight’s folds… begging for her continued attention, to be taught a lesson due to its impudent nature.

Chrysalis couldn’t stay meekly back. That would not be befitting as Starlight’s captor, as her queen... as her lover.

“Yesshh…. Yes…. y-ye… AH!”

Chrysalis timed her second charge, racing in and snagging the mare’s extended love-bud with a rapid -strike tongue flick that would have put any fly-catching frog to shame. Like a hungry octopus, her oral tentacle coiled around the heart-shaped nub, its slick edges wrapping the clit all the way down to its base where it met the folds of Starlight’s labia. With the organ firmly ensconced in writhing, royal changeling-tongue, Chrysalis began to slowly pump up and down with her tongue, in much the same way that a teenage filly might giver her coltfriend a clandestine hoofjob behind the high school at the prom… fast, desperate, eager to coax out more from her lover.

“Ah.. ah… f-f-fuck!” Starlight’s curses spilled out of her gut, in between her heaving breaths. Egging Chrysalis on. Making her twisting strokes fly faster and faster.

Chrysalis was getting clumsy, amateurish. Desperate for more of that lust-wave that had so nearly overwhelmed her. The queen’s multi-chambered hearts were racing, her transparent wings buzzing with delight, drool dripping from her sharp fangs.

She was losing herself.

Only a steadying breath saved her from going over the edge… allowed her the time to process those waves of lust and regain her composure. She slowed her stroking of the mare’s clitoris - a ham-hoofed way to extract pleasure that was as inartful and beneath her.

Internally, she scolded herself. She hadn’t been so cavalier since she’d been a mere nymph-princess, before her extensive training and tutelage under her own queen-mother, decades ago. How was such an insignificant little unicorn getting so under her carapace as to nearly make her lose herself?

She slowly unwrapped the mare’s clitoris, instead swishing her tongue in more controlled movements over the puffy, engorged vulva… gradually transitioning the mare from the maddening pleasure of orgasm and clitoral stimulation through to something a bit softer, a bit more tolerable.

“Ahhh… ahhn… ah…” Starlight’s voice came down several octaves, as she finally caught her breath and her shudders began to slow.

‘I mustn’t forget the plan. She’s not just some toy. She will be my broodmare.’ Chrysalis scolded herself again, recalling her intentions.

She’d need to keep the internal mantra on repeat, it seemed. That tangy cinnamon-spice of mare-arousal was pouring off Starlight in cupfuls as Chrysalis ground the flat of her tongue into Starlight’s plump labia. It helped to have a tongue that could writhe and flatten to both tendril-narrow squirminess and plate-width flatness - no creature in Equestria could hope to match her cunnilingual mastery… not even the notorious rug-muncher that Celestia had become over millennia of practice.

Her wide tongue ground against the dark outer lips, while the narrower tip swirled into the soaking-pink inner labia… a messy rhythm that seemed random, unplanned, disorganized… but which was actually a controlled-chaos of a master quickly regaining her hoofing and displaying her expertise.

Starlight’s breathing-rate was increasing once again, her eyes beginning to flutter once more. Chrysalis tongue was carving into the unicorn, sometimes battering her clitoris, sometimes avoiding it… on other strokes, the heavy pink flat of her bumpy oral probe pressed against her hard enough to lift her rear hooves off the ground… before it would withdraw, leaving her behind pressing desperately backward to try to retain the contact.

Chrysalis grinned. She had her command back now. Had the unicorn eating from the palm of her hoof… she could just barely handle the level of lust throbbing off Starlight’s body… and she knew her purpose.

‘Prepare this broodmare’s body. Get her ready to bear the first clutch of eggs that would be their children - a new hive of changelings to replace the old, infused with Starlight’s magical essence. An unstoppable new family. One that wouldn’t abandon her.’ She blinked, gritting her back teeth against the unwanted memory of betrayal.

And then she slipped the slender fork of her tongue into Starlight’s vagina.

“Ah!” Starlight’s body stiffened at her entrance, leg’s shifting subtly wider and pelvic tilt shifting to best accommodate the admittance of a new creature into that most private of spaces.

It was tight. Warm. Squishy-wet. Dank and humid. It was very much like Chrysalis’s home.

The unicorn’s squirming velvet walls were plump and engorged, having sponged up the copious amounts of gushing natural lubricant and swelling with the hot, racing blood that coursed through the unicorn’s veins.

Chrysalis took the time to explore the natural crevices and folds in Starlight’s swirling walls, sometimes letting the muscular grip of her naturally strong abdominal muscles grip her, and sometimes pushing out against those clasping spasm to stretch one side of her carnal tunnel, exploring just how stretchy the mare really was.

“Your marehood impresses me,” Chrysalis moaned aloud, unsure if her compliment fell on deaf ears, “...f-for a pathetic, kissless virgin, that is.”

But it was an idle insult - Chrysalis’s probing had quickly revealed that her tongue was not the first thing to enter Starlight’s furrow; the absence of a hymen and the ability of her fascia to stretch at least somewhat told the well-experienced queen that Starlight had at least played with a toy or a stallion of average endowment.

She suspected the latter - perhaps that ugly orange unicorn mage friend of hers… though she’d always thought him to be a bit better hung between his hindlegs - certainly larger than whatever had spread Starlight’s tunnel… Chrysalis had tried swirling her tongue into a thicker pole, similar to what she’d done moment’s earlier in Starlight’s ass, but even a modest girth had quickly found itself pressing up against the mare’s tight side-walls: Chrysalis had known teenaged fillies with looser snatches than her love-captive…

‘Was she really an untouched, blushing virgin? Had she only dared to shift her tail to admit the slenderest of toys?’ Her smile grew sharper. ‘Or perhaps she was a deviant - taking advantage of her teenage-colt student body at that ridiculous friendship school of hers?’

Chrysalis felt a bit of drool slip from her mouth at the thought of teasing her new broodmare with her pedophilic debaucheries, if they truly existed… Or it really could be so boring as to just be Sunburst’s stallionhood being nothing to write home about - with the lack of testosterone present in that nerdy bookworm, it wouldn’t surprise her.

‘Focus Chrysalis!’ She shouted internally. ‘Stop musing about her past lovers like some jealous cuckold, and think about what matters!’ She scolded herself. The only thing she should have been considering was whether Starlight’s birth canal would be able to stretch enough for the rather wide changeling ova.

…

And Chrysalis’s even wider ovipositor, of course.

For a moment she imagined her tongue... still basking in the pillowy-slick confinement of unicorn pussy, still bathing in the cinnamon tang of pure, estrous-enriched pleasure fluid... Replaced with her ovipositor. She had no had to form the phallic organ for years now… had not had the chance to plunge it into either a willing or semi-willing captive or even one of her broodlings, for so long.

Naturally, the girthy shaft had plenty of delightfully sensitive nerve-endings… and she could just imagine how it would feel embedded in this blessed, heavenly cavern. But it was more than just the raw sensation that was giving Chrysalis pause - the thought of stretching out Starlight, her new broodmare, her hated enemy… of hearing her cry with pleasure, squirm as her cunt stretched and molded itself to Chrysalis’s changelinghood… the unicorn crying out her name, begging to her for more, for deeper strokes… faster… faster!

She found herself swallowing back her drool, lost in absent-minded thought. ‘Fool! You are being more absent-minded than a nymph in hive-school! Focus!’ Chrysalis shook her head, trying to bring herself back to the task at hoof… at tongue.

In any case, this tight little snatch would need a lot of work before it could take all of her massive ovipositor and then proceed to lay a clutch of eggs a few months later… Chrysalis flattered herself that she likely had the largest ovipositor of any changeling queen to have ever lived… one that would put even legendary stallions or minotaurs to the pale.

For now, though, she had to focus on the immediate task - Starlight’s womb.

Author's Note

Oof! Starlight will probably be walking funny for a week!

(And she might like that.)

She always struck me as a pony who might be a bit of a novice when it came to acts in the bedroom, a cutie whose rather villainous pursuits probably left her with little more than perhaps a single or two sexual experiences - she was too busy running a communist cult otherwise!

But maybe you disagree? Maybe you think that Starlight was a prolific slut who bedded every mare and stud in that village of hers?