A Tongue Lashing

by Clopficsinthecomments

Rating: mature
Tags: My Little Pony: Friendship is Magic, Romance, Porn, Fetish, Queen Chrysalis, Starlight Glimmer, Non-consensual, Sex
Length: 12734

Chrysalis has finally captured her. The pony who ruined everything for her - the one who'd foiled her plot and stolen her hive, her family! But now she has her... and will use her body to begin a new family!

Chrysalis has done it.

Captured her. Her. Her.

Her white whale - the pony who had foiled her brilliant plot (which had defeated no less than FOUR alicorns) in less than a day... but even worse, she had taken her hive from her, her family. Transformed them into some strange, unknown, technicolor oddities.

Now Chrysalis had the unicorn mage at her mercy, shackled and magically constricted... completely at her mercy. And what better punishment could there be than to turn the unicorn's body to the purpose of righting the wrong of a lost hive... making use of her womb to birth a new generation of changeling-pony hybrids... a broodmare.

But first Chrysalis would need to prepare the unicorn's body - to change her womb, her genetic material to be ready to accept her offspring.

Perhaps Chrysalis's tongue could be shown to be as adroit in the bedroom as it might be in its witty banter and sharp rebukes?

Damn straight, it could.

This story idea is a result of a contest won by Gapaot as a result of fantastic comments done on one of my recent stories.

Coverart by dimfann.

Warning, contains: Lesbian Sex / Light Non-Con / Cunnilingus / Analingus / Mind Break / Intoxication via aphrodisiacs / Lovey-doveyness in the end

Published 2020-05-09 15:40:02 UTC
Last updated 2020-05-09 15:40:02 UTC

A figurative lashing

Finally.

After months of planning, hundreds of attempts… and many, many, frustratingly foiled infiltrations.

She had her.

Her.

The arrogant, uppity unicorn-bitch that had ruined her life. Had stolen her family, her children, her hive!

The dark, tall changeling queen grinned to herself as she carefully shifted the boulder that expertly hid the entrance to her self-constructed underground lair. It had been hard work to construct the intricate tunnel web all by herself, without her drones to assist her… but she hadn’t forgotten how to do this type of hard work.

If anything, the effort had sharpened her malice. Honed it. Each chip and scratch against the unforgiving bedrock reminding her of just who had caused her ultimate downfall after centuries of successful reign.

Starlight Glimmer.

Chrysalis slid the boulder back into place and strode down the maze-like foyer of tunnels, heading through her empty hive toward the royal chamber deep, deep below, nestled into the warm crust of Equus, far from any possibility of magical detection. Her thoughts strayed to the purple-coated mage, awaiting her there, coating her emotional palette with a bitter, red, angry taste.

At least Celestia and Twilight had the courtesy to simply foil her plans and cast her out. At least they had the good, sporting sense to banish her after her coup attempts! This… this… mere unicorn… had dared to convert her people, her family, to that foalish cult-like philosophy of friendship!

And, beyond all belief, it had worked.

All her lovely, black-chitined children… morphing into those… flamboyantly-plumaged cervids!

And the final, greatest insult… Starlight extending her hoof to her, the queen, to make that same offer!

Well, now she would have her revenge.

Chrysalis slipped into the royal chamber, dark and dank with the humid heat seeping from the moist earth, nestled against a nearby geothermal source of energy.

She could sense the smell, the lingering odor of her fellow villains. The musky strength of Tirek, the decrepit fetor of Grogar, the saccharine-sickly sweetness of Cozy Glow.

Those three had never thanked her for the effort it had taken to construct this underground lair in Equestria - making their dastardly excursions that much easier to launch and execute, instead of being situated thousands of miles away in that stupid skull-like hideout. Instead, all they did was complain about the dark, hive-like confines. Whine about the low-ceilings.

Perhaps if she forced them to produce the acidic spit that melted bedrock in the quantities required for ten-foot ceilings it would shut them up.

Chrysalis paused as she reached the hidden, branching path she’d made to her own section of the hive. Her private quarters. Where she had constructed a small royal throne room for herself.

It had been trespassed.

She could see the hoofprints in the loose gravel of the almost hidden junction. Going down, then coming back up.

Tirek.

Her many-chambered heart sank into her thorax with fright. If he had stolen Starlight, had taken away her ultimate prize… her obsession… She didn’t know what she would do!

A panic rose in her breast, as she considered the precious unicorn, slung over Tirek’s broad shoulders as he kidnapped her away from Chrysalis. She’d been unable to protect the pony for even a day - she’d let down the mare, abandoned her!

The worry and concern bubbled up in her mind. Was she alive? OK? Had Tirek hurt her, defiled her?

She flicked her tongue out with worry, increasing her ability to taste the air.

Immediately she sensed it. Evidence that her beloved prize was still where she’d left her. A powerful, wafting emotional field that hung in the dank cave air. She could taste that yellow sour taste hanging in the air, tangy, sharp.

Fear.

Exactly what she wanted to taste. She giggled, letting the unicorn hear her mirth. It would be the first sound she would have heard since Chrysalis snatched her from her office at Twilight’s ridiculous friendship school. Chrysalis had disguised as a wall-eyed mail carrier and, with the help of a venomous bite, Starlight had been completely unconscious and dumb to any sound as the insectoid mistress smuggled her out of Ponyville in a burlap sack stamped ‘Official Equestrian Mail Service’.

And now, she had her.

“H-hello?” The weak, frightened voice chirped out. “Is… is somepony there?”

Chrysalis slid closer, letting her humming wings vibrate the thick air with thrumming intensity, heightening the fear exuded from Starlight’s body. It was time for her big reveal.

She flicked her horn on, the green magic spilling out to the nearby walls of the cavern, arcing into each of the crystals there, flooding the royal chamber in eerie greenish light.

“Hello, Starlight Glimmer!” Chrysalis's grin was fang-filled and triumphant.

Starlight’s frightened eyes immediately shrank, her purple irises shrinking, leaving only point-like pupils. She couldn’t even scream, mouth hanging open in terror at the looming insectoid queen.

Instinctively, the pony pulled and jerked, despite her manacles binding her firmly to the ground, one iron hoop for each hoof. A surge of phenomenal magic power shuddered through the unicorn, only to fizzle painfully as it met the special biological resin that encased her horn, which absorbed and dissipated her thaumic abilities as easily as if she were a school-aged foal.

“H-HELP!” Starlight screamed. “Somepony, HELP ME!”

Chrysalis groaned, rolling her eyes. “Oh please, do you really think that screaming would actually serve any purpose? Do you really think me so incompetent a villain that you would be within earshot of rescue?”

Starlight’s eyes flicked over to her with a sharp, brief look.

‘She didthink that. The brat.’

“Well, you’re not.” Chrysalis snarled, nearly biting her tongue. “So feel free to scream until your vocal cords are strained to the point of exhaustion, I can wait.”

Starlight’s fear was shifting now, changing to anger, furious and indignant rage seeping from her pores.

“Chrysalis!” Starlight shouted.

“Yes, that’s me. And you are Starlight Glimmer.” Chrysalis snarked back, enjoying this far too much.

“Just what do you think you’re doing!? Let me go, immediately!” She struggled against her chains, filling the chamber with the jangle of metal.

“No, I don’t think I will, Starlight.” Chrysalis grinned, striding around the purple pony, before stepping up the stairs to her obsidian throne. She had carefully placed the loops that held the manacles in front of the massive, polygonal slab-like chair. All those hours spent carving the form directly from the rock were well worth it, as it now allowed her to look down upon her hated foe from atop her regal perch. “I think I’ll keep you right where you are.”

“That’ll be the biggest mistake you ever made, Chrysalis.” Starlight snarled. Chrysalis could feel her trying to assert herself, her emotions merged into a chaotic swirl that desperately tried to build up even a modicum of self-confidence. “My friends will find me, and when they do…”

“They won’t. Or more accurately, they haven’t.” Chrysalis smiled. “You see, Starlight… you’ve been in suspended animation for a thousand years. I’ve only just woken you up as a little treat for myself.”

“Wh-what?”

“Oh, your friends did try to look for you… for a few years.” Chrysalis pretended to inspect her hoof-edge, as though bored. But really, she was desperate to know the impact her words were having on Starlight: it took every ounce of concentration to avoid looking directly at her, to instead use her peripheral vision and emotional taste-senses to gauge the impact of her words. “But it is so hard to find a pony in magical suspended animation, buried miles underground… she could be anywhere! And so… bit by bit, your friends gave up the search… passing it on to their children to continue the effort and before they expired… and their children to their children… and so on… until it became a legend.”

“N-no…” Starlight choked out. Chrysalis could feel the unicorn’s heartbreaking, her despair growing and growing. Perfect!

“Eventually, not even the aged dragon Spike and ancient Princess Twilight could convince their subjects that you were ever anything more than a story… and they too finally admitted that you were gone, lost to time. That was over five hundred years ago, I believe.”

“M-my friends? M-my family?” Starlight half-sobbed. The emotion in her heart was turning darker and darker… a blackness growing there, like a pit without end. True, complete, and unending despair. “All… gone?”

Ah! No! Chrysalis’s mind snapped, her eyes flicking over with concern to the unicorn. She didn’t want her to be completely crushed! Stupid Chrysalis! Subtle strokes, not sweeping blows! You don’t want to break her. Chrysalis chewed her lip, hoping that the unicorn would catch the gesture and the hint.

Starlight blinked the forming tears away, setting her jaw squarely and growling. “I… I don’t believe you! I can’t believe you!”

It was a lie, of course. As if she could have resisted indulging in the treat of having Starlight Glimmer at her hooves for a thousand years! She had only kidnapped her yesterday, and even waiting that long had been a chore.

“Believe what you will, it changes nothing.”

“Just… just don’t hurt me, like he did.” Starlight coughed.

Chrysalis blinked, her thoughts returning to Tirek’s incursion. She pumped more magical energy into the air, lighting the crystals even further and allowing her to inspect his invasion more closely.

Starlight was in shambles.

Well, more of a shambles than she’d left her, at least. Her mane was mussed and disheveled - her face swollen with violent impacts. Along her left side were red welts, all the way back to her flank, which had a clear, cherry-red palm imprint.

She jumped from her throne.

He’d hurt her!

She snarled, curling her lip as she fluttered her wings to fly over to Starlight with buzzing alacrity.

“What did he do to you?” She hummed, carefully inspecting Starlight’s side with her hoof, petting her prize.

Starlight remained mum, her eyes downcast.

Chrysalis’s eyes flared as she considered just what the centaur could have done to her invaluable little bauble… the palm print on her flank, the gripped mane, the sullen broken response.

She knelt down in front of Starlight, gazing with concern into her large purple eyes.

“Did he… violate you?”

Starlight blinked back at her, mouth hanging open slightly with surprise. But she quickly cleared her throat and mumbled. “N-no.”

Chrysalis let out a deep sigh of relief.

“He just tried to eat my magic… and when he couldn’t get by whatever you’ve put on my horn… he… slapped me until he grew tired.” Starlight growled.

“I’m sorry.” Chrysalis smiled into her captive’s face empathetically.

“For what?” Starlight spat, shocked. “You brought me here.”

Chrysalis blinked, shaking her head clear of the strange sympathetic emotions that had appeared so suddenly. She curled her smile into a fang-filled snarl.

“Sorry… that he didn’t rape you! I imagine his centaur-sized phallus would have shut your incessant mewling up!” She cackled, throwing her head back. “I suppose you are too disgustingly unattractive to mount, even for him.”

“You’re sick.”

“...but at least I’m not ugly. Like you.” Chrysalis laughed. She went back to inspecting the red welts along her side. They would not do.

“Just let me go!” Starlight begged, struggling against her chains.

“Stop yanking, it will do no good,” Chrysalis growled, as she began to work her mouth back and forth, stimulating exotic glands to secrete strange substances in her muzzle. With a small spit onto her hoof, she excreted a healing salve that bubbled with greenish-blue potency. She quickly applied it to the side of the unicorn, massaging it into those clumsy injuries.

“Ah! Ah! That… feels good?” Starlight yelped, craning back to look at what Chrysalis was doing. “What are you doing back there?”

“Making you less ugly.” Chrysalis growled, watching the welts resorb and shrink back into Starlight’s fur. “Only slightly less ugly, though… I’m not a miracle worker.”

“Why?”

“I wouldn’t expect a moronic pony like you to understand.” Chrysalis harrumphed, spreading the last of the salve into Starlight’s flank.

Swirling her chitinous hoof over the plump mareflesh made her heart skip a beat. She really was here, under her control! Completely at her mercy!

Hers.

“I’m going to have so much fun breaking you.” She whispered under her breath.

“What?” Starlight stiffened, glancing over her shoulder. “I heard that… why? What did I do to you?”

“Oh, you know what you did to me…” Chrysalis grunted, striding back to the front of Starlight Glimmer, squaring up and looking down at her. “You stole my whole family from me, my whole hive! You and your little band of adventurers, as well as that moronic little traitor-bug son of mine… you ruined my life!”

Starlight shrunk under her vituperous assault, folding her ears back and quivering, shrinking away, flinching from the strike that she must have assumed was about to follow.

‘Easy, don’t spoil the fun getting carried away, Chrysalis.’ She thought to herself, before placing a hoof on her breast, taking a deep breath to steady herself. She placed a comforting hoof under the chin of the unicorn, lifting her face up to look into her eyes.

“But don’t worry Starlight. I won’t hurt you.”

“Y-you… won’t?”

“No! I believe in a fair sense of justice.” Chrysalis smiled, carefully rubbing the underside of the pony’s chin. She was so warm, so… alive. “Since you stole my family from me… I think that you should replace them.”

“What?”

“You will be my new hive, Starlight Glimmer.” She grinned sharply. “You should feel honored, the sole drone in the hive - all the attention of a changeling queen will be given to you! Aren’t you lucky?”

“I… I don’t understand.” Starlight’s brow scrunched. “Just… just let me go, please!” She jerked against her manacles once again.

“Oh no no no no, Starlight.” Chrysalis chided, shaking her head sadly. “I can’t have my previous, final drone out there in the big, dangerous outside world all by herself! I’ll need to keep you here, safe and sound and protected… at least until the hive is back to a respectable size.”

“A respectable size?”

“Yes… I’d say, oh… a few thousand ‘lings should be sufficient before I can let you flitter about above ground.”

Starlight stumbled backward out of Chrysalis’s grasp, retreating to the limit of her bindings. “Wh-... how long would that take.”

“Well now, that’s really up to us isn’t it? A good broodling can handle a few dozen per clutch, but if she is truly dedicated, she can bloat up to at least a hundred, after all.”

Starlight’s eyes widened and she stumbled, eyes flicking left and right in confusion. It was so cute. Chrysalis could see her thought process scurrying along, trying to understand just what Chrysalis was implying.

“Y-you’re… I’m…”

“Yes. We’re going to repopulate my hive together, Starlight. My eggs and your body. Our genetic union.” She smiled.

“No! Never!” Starlight shivered, tucking her tail under her. “I’ll never let you! I’ll never… “

“Oh hush.” Chrysalis rolled her eyes. “I’m not going to force you to do anything, Starlight. Always so dramatic. Honestly, I would have thought that a pony of your magical skill would be at least somewhat pragmatic.” Chrysalis re-approached the cowering pony. “It wouldn’t do any good for the health of our children to be developed in a toxic womb. I’ll need you to be a good little mother, though I suppose that might be too much to ask of an idiotic, orphaned, adopted brat like yourself.”

“I’m not adopted!” Starlight choked out. “I had loving parents!”

“Are you sure? You seem like you would be adopted, I don’t see how anypony could stand someone as ugly as you, even as a baby. I bet you were an ugly baby.”

“C-Chrysalis!” Starlight sputtered. Chrysalis could tell that she couldn't tell whether to be furious or terrified. “I swear… if you-”

*Grumble* A rumbling sound cut off her impotent threat, a deep growl that emitted from her stomach.

Chrysalis sensed the unicorn’s mind flick from fear and anger to need - a deep thrum of hunger. It was always so funny to Chrysalis - regardless of how sapient and sophisticated thinking creatures became, with their myriads of complex and nuanced emotions, at the end of the day their psyches could so quickly be swamped by the needs of the flesh. Biological needs like thirst and hunger….

And lust.

But that would come later. For now, her precious little Starlight was hungry, thirsty.

And she needed to take good care of her.

“Hungry?”

Starlight’s eyes flicked down to herself then back up at Chrysalis.

“You must be - your body can only go so long without sustenance, Starlight.” Chrysalis tilted her head. “Shall I get you something to eat, or drink?”

Starlight lifted a chained hoof to her stomach, petting it slightly to calm its protests. “I… I s-suppose…”

“Very well.” Chrysalis sniffed, lifting her nose daintily. She let her body begin to stew the brew of energetic calorie-rich material in her gut, stepping forward and letting her tongue extend from her mouth as she approached Starlight.

The unicorn cringed back again, jerking away. “Wh-what are you doing? Are you going to… eat me?”

“What!?” Chrysalis shut her mouth and shook her head. “Are you… actually mentally damaged? That is literally the opposite of feeding you.”

“But… why are you opening your mouth?”

“That’s how changelings are fed - I will regurgitate your needed meals, I’ll even make sure you get the best nutrients I can offer!”

Starlight’s eyes shot open with shock, her mouth opened and her tongue rolled out with disgust. “You’re going to what?”

Author's Note

Oh boy, I think that poor little Starlight might have preferred to go hungry for a little bit instead of getting fed like a baby bird!

How are you liking it so far? Let me know below!

A rather DEEP french kiss

She shifted back until she reached the limits of her manacles, cruel iron biting into the fur of her ankles as Chrysalis advanced on her. At first, the queen rolled her eyes with a droll evaluation of her captive’s hyperbole, but quickly they flashed with a lusty and growing sadism.

Unfurling inch after inch of her long, pink tongue, coiling it playfully as it hung halfway out of her mouth, dangling almost as long as her neck.

“Oh no. No no no, stay ba-hrgkk…”

Chrysalis cut off her prisoner’s complaints with a well-timed lunge. She used the pony’s gaping, complaining half-yell as the target for her prehensile and rapid tongue, slipping into her warm mouth and engorging her flesh, rapidly growing it from a mere, worm-like tendril to a thick, thrumming bundle of muscular cord - rapidly stretching her jaw with her invasive organ.

Chrysalis grinned despite herself - she knew that she should only be feeding Starlight at this point, shouldn’t be making more of this than the rather unique changeling method of feeding than it was. Those squishy sapient surface-dwelling creatures put far too much stock in the meaning behind their oral congresses, going so far as to make these ‘kisses’ the object of much effort and often the trophies of their romantic endeavors.

But knowing this impact that it had on Starlight, the meaning that the pony gave it… tasting the raw shock, embarrassment, confusion… the shame that came with the act made it so much more exciting, even for her. She couldn’t help but linger in her foe’s mouth, swirling and filling the cavity of her muzzle, spreading her slimy tongue to press against her teeth, the roof of her mouth, pressing down against Starlight’s own squirming, unsure tongue… exploring every crevice with delight.

“Mmmgnh! Mnnf!” Starlight’s ineffective groans did little, even punctuated with her straining, bulging eyes - incomprehensible complaints, no doubt. The kind that Chrysalis wouldn't even bother with a reply if she could hear them.

She’d soon stop even that mumbling, though.

With a delicate extension of more of her hitherto withheld tongue, she began to snake the end of her probing muscle down the back of Starlight’s throat. With skill, she located the entrance to Starlight’s esophagus, waited until the pony had taken a wheezing gasp of air… then plunged in heartily.

Though she didn’t need to, Chrysalis leaned in as she began to plumb the depths of Starlight’s throat - there was something about the intensity of bringing her own slit-eyed pupils closer to the smaller pony’s twinkling, fear-filled purple irises that excited her.. And it was definitely making her pet’s heart rate skyrocket - as their noses touched she could sense it pounding away as if the unicorn had just finished running a sprint!

Down, down she pressed her tongue, well past the depth that any stallion might have ever reached with a phallus. That thought slipped into Chrysalis’s mind rather unexpectedly - she really was getting a bit excited from this, wasn’t she?

With a little crook of her eyebrow in self-reflective amusement, she succumbed to the whim that had so inadvertently popped into her warped being. Swirling her tongue into a more cohesive tangle, she began to form what she assumed to be the average size of a unicorn stallionhood… at least the size of those she had assumed when donning disguises herself. It was a far cry from the actual density and shape of a stallion cock, her tongue was only able to shift and form so much without actually expending changeling magic... but it served as a rough approximation.

Chrysalis cackled to herself happily as she carefully moved her tongue up and down in the deep confines of Starlight’s gullet. She wasn’t rough or crude - she had no intention of harming or even making the experience unpleasurable for her delicate little toy, but it was still amusing to think that she was now ‘tongue-fucking’ her… softly grinding her phallic-like tongue-snake so deep inside the pony’s neck that the bulge could be seen spreading all the way down to the top of her breast bone.

There was no pleasure in it for Chrysalis. Physical pleasure, that is. There were no sensory nerves in her tongue - though she supposed she could have sent some changeling magic to put some there, to make the tip or the swirling sides of her tongue as sensitive as a coronal ridge or clitoral bud… but that would be gauche, physical pleasure was only the delight of the inept changeling, the novice.

A Queen delighted in the true spoils of the hunt - the feeling and emotions from their target.

And yet, this meal was lacking thus far.

Oh sure, there was the lovely aperitif of confusion, shame, surprise, discomfort. Titillating sprinkles of interest that were not unlike a rich soup served before the main course. But she was not quite ripening into the palette that Chrysalis desired.

There was no desire, nor hopelessness, no rage or indignance. Obviously, no love… but Chrysalis was not so naive as to expect that.

Extracting anything even like to such a rare flower would take months of cultivation, snipping off the emotions that might lead a changeling captive down any number of myriad paths as a gardener might snip off the branches and leaves of a bonsai tree, patiently awaiting the artistic final result.

But now that she was here, in the moment, Chrysalis was finding it hard to… resist. To hold back from the screaming desire to take her pleasure, now.

There were ways of course, crude and effective. Ways that she might have scolded a younger infiltrator for using, because of the inefficiency and lack of art - using the changeling body’s capability to create aphrodisia, only to feed on the inevitable result… was not unlike bleeding yourself out of your left foreleg to fill the IV line implanted in your right… sure there was some benefit, but it reeked of novice desperation and impatient need.

Like the impatient need she felt burning within her now.

She was the queen, after all… if she should so choose to enjoy her snack as something more like a junk-food treat than a healthy, nutritious meal… she had every right. At least, that was the weak, quick argument that she used to justify her addition of estrus-inducing enzymes and love-eliciting hormones to the royal jelly stewing in her forebelly.

Too late to hesitate now, with her tongue in Starlight’s belly.

A thrum of her wings propelled the goo down the capillaries of her tongue in a fat bulge of nutrients. Starlight’s eyes shot open another notch and her eyes shrunk even further as the round bulge slid down her throat before spilling into her pony-belly. The viscous, foul-tasting spill of goo splattered into Starlight’s gut. Chrysalis knew that most ponies could scarcely bear the taste of royal jelly when served to them, the formula had never been so vainly created as to account for something as trivial as taste. Thus, the tongue-injection direct into Starlight’s belly was a mercy, a benevolent bestowal for her little pet… giving her all of the rich, healthy nutrients without any of its aftertaste.

Though she didn’t like to dwell on it, a small part of her hoped that Starlight would appreciate the consideration.

She couldn't tell at this moment, not from the pony’s eyes, which watered and trembled as splash after splash of healthy goo was deposited into her digestive tract, her belly swelling ever so slightly - as if she had just polished off a full Hearthswarming meal.

Her quivering irises soon slowed, relaxing and dilating as the heavy-drugs in the meal began to take effect. The bowstring-tight tension in her sinews began to languidly unwind, muscles shifting and going into a tonus state, as their centralized control system unwound and released its hold.

“MNnngh… glrk…” The unicorn’s mouth was moving and slipping around the changeling’s tongue, as her throat constricted and swallowed - little choking clenches of her muscles trying to draw more of the fluid down into her belly, wringing the tongue-phallus.

Chrysalis let the corners of her grin lift. It appeared that Starlight had a particular predilection for the aphrodisiac ambrosia, a weakness that caused the fluid to take effect with more force and with greater alacrity than one could otherwise have expected.

As fun as it would be to continue pumping her little filly with the nutrient (Chrysalis had plenty to spare) until she swelled up like a fat, larval, changeling foal… she knew that the pony’s lungs must be burning for oxygen.

There was no way she’d risk any brain damage to her beloved captive - the jelly could sustain the body for some time, but Chrysalis had little desire to dominate a drooling shell of a pony. It was Starlight that she wanted to corrupt and exploit - not merely her corporeal shell.

She quickly shrank the width of her tongue, withdrawing it in a slither from the slender pony-throat with a steaming exit from the gaping muzzle. As soon as it had cleared Starlight’s jaws, a deep wheeze stretched Starlight’s nostrils, as she drew in a hearty, burning breath into her air-starved lungs.

“Phew… ah… phew… ah…” Starlight’s breast heaved in and out a few times, her heart pounding so hard in her breast that Chrysalis could see if bumping through her skin, could hear its infrasonic pulses with her sharp, insectoid ears. “Hah… hah… wh-what… what did you do to me?”

Chrysalis arched an eyebrow, shaking her head as though it was a fool’s query. “I fed you.”

Starlight’s brow knitted together in confused anger. “N-no… hah… what… mmnff!” She moaned, reaching a forehoof back to stroke her belly. A pulse of muscular tension thrummed through her, making her arch her spine like a cat, her coat-hair starting to stand on end in arousal and for heat dispersion, a sweat forming on her brow, her tail starting to swish higher and higher in the air, involuntarily fanning herself.

Chrysalis’s sharp eyes were twinkling with happiness as she watched the effects bubble through her captive, so unsubtly poignant, so obvious that even a fumbling colt on his first date would notice. Flaring nostrils gulping in lungfuls of air, a mouth hanging open to let a drooling, blood-pink tongue hang from one side, rivulets of sweat that slid around the outlines of dewy, unfocused eyes.

And further below, a body that continued to twist and cavort, as if it were uncomfortable in its own skin, each movement raising the rear end of the pony’s bottom as it lowered its front… the damp mop of a tail raising more and more with each passing moment, hoisted slowly by the wiggling, fleshy dock like a guardsman hoisting a flag.

She was witnessing Starlight go into a raging, burning, induced heat. An estrus of weeks condensed into its most wanton, desperate moments before her very eyes.

“Did… hah… did you… put… put your eggs… hah… in my belly?” Starlight groaned, still puffing as she rubbed her hoof over her stomach. Strangely enough, the question seemed to be partly outraged… and partly hopeful. Chrysalis could tell in the strange swirl of chaotic emotions pouring off of Starlight’s aura that mixed in with the fear and fury and having had her body suddenly violated… was a growing, burning need to bear progeny.

Chrysalis’s laugh was more like a bark than a giggle and her reply was just as sardonically cutting. Any pony watching would have marveled at her ability to sound exactly the same despite the fact her tongue was still hanging a good two feet from between the lower fangs of her jaw. But she had much experience instructing and explaining while still making other use of her tongue.

“Oh Starlight, didn’t your teacher Twilight explain that babies don’t come out of your belly?” Chrysalis cackled again. “Now, I know when a mare gets pregnant it looks like she’s got a big stomach, but it’s actually a different organ which has been stuffed with foal.” She roared with laughter at her facetious quip before continuing, “It seems I have much to teach you about your body, Starlight.”

“Umnnf… n-no… not what I meant…” Starlight mumbled, her eyes rolling left and right in their sockets as she struggled to maintain focus amidst the surge of endorphic neurochemicals that must be basting every fold and crease of her gray matter at this moment. “Ah! S-stop!”

The sharp shout came as Chrysalis's long, snaking tongue made a caressing flick underneath the nape of Starlight’s neck, leaving a slimy trail of saliva as it pressed into the shorter fur there, only a brief pause as it coiled up and over to her croup.

“Are you sure, my little pet?” She only just managed to hold back the laughter, though the mirth bled through in each uttered syllable. “There is so much I could teach you about your feeble biology… you never really get to know a body until you’ve actually morphed every element, every living cell of it personally.”

She let her tongue trace down the side of Starlight’s barrel, worming in an s-like pattern rather than simply snacking or taking a more direct route, happy to linger over any spot of sweat or the bony bump of a protruding rib, making sure she intimately studied the body which she had yearned for so long.

“P-pleease… gah!” Starlight gasped, hanging her head suddenly as a quiver ran through her.

Chrysalis could sense the building tension in the pony’s body, like a spring being wound tighter and tighter in a jack in the box, restrained energy that snapped and shifted upon itself as it was compressed and heightened, each readjustment sending out earthquake-like trembles through the whole of Starlight’s being.

She could taste that built-up desire too, the chemicals clear and poignant in each lapping lick of sweat as her tongue coiled down to the mewling thing’s hipbone, sliding under prematurely, ahead of the rear legs, squirming across Starlight’s belly with an exploratory, languid, lick.

“H-hee h-hee… g-gahh! N-noo!” Starlight moaned as the delicate touch of tongue against her nearly-fur bare tummy tickled a chuckle out of her.

“A dangerous thing, tickling.” Chrysalis hummed into her captive’s ear. “For some reason, it seems to slip past all of our guards… releasing our body to react on a more… primitive level.”

Chrysalis pumped more saliva down her lengthy tongue - no easy feat, and she was sure that she would be dehydrated by the end of this, but it was more than worth it for her beloved captive. Again, she slipped the probing, sharp-forked end of her tongue around the pony’s belly, finding the strange knot of flesh that was Starlight’s belly-button. She wriggled into the cute-little crevice - an innie, of course (though she might endeavor to change that) - and briefly toyed with the idea of slipping into the pony’s thoracic cavity through the sealed orifice, of playing with her puppet so intimately that she might actually inhabit her body with her tongue.

“H-ha, hahaa! N-no… noooounnnnnghhhh!”

But Starlight’s body-wracking giggles pushed the thought out of her mind. Starting as an irresistible chuckle and growing into body-shuddering laughter, the first cracks in the dam began to appear in Starlight’s hitherto spartan resolve. It was so difficult to maintain control of swollen and quivering muscles, organs, nethers… when one was laughing.

And Chrysalis could smell it immediately. The sweet honey scent of a mare in burning heat. Tangy and cinnamon sweet. Starlight’s giggles had coaxed the mare to clench and unclench her plot, releasing a small trickle of clear love-nectar to race down her inner thigh and be wafted like a fog by her thrashing tail.

The queen’s powerful changeling olfactory system quickly snagged the molecules from the very air, breaking and dissecting each of the complex elements down into component parts. The data quickly told her that the mare was in estrus - an ovum ready and able to be fertilized within her, and was in burning desperate need to have that biological imperative sated.

“Oh my, my little Starlight.” Chrysalis let her tongue slide away from the belly-button and slip lower, quickly finding the slick, bare skin of the unicorn’s teats.

‘Hmm…’ Chrysalis mused internally, “I had always thought she was a bit more busty - I always assumed as much when I took her form… no matter, I’ll fatten her up nicely.’

Her pink tongue found its way into the unicorn’s cleavage, sandwiching itself between the glorious mounds like a happy sausage into a hotdog bun. But it quickly raced up those pert hills, finding a firm, dark purple, eraser-shaped nipple that it could constrict… before flicking at its sensitive end with the wiggling ends of its forked tip.

“Ahn… ah!”

Chrysalis shivered herself, feeling the waves of pink, emotive energy thrumming off of the unicorn, drowning out the surging red rage and bitter yellow fear that had been so potent only minutes before. Starlight was quickly losing herself to the feel of the skilled insectoid tongue as its end teased her nipples, and its length coated her sides and crevices with a tingling, warming saliva.

Chrysalis began to withdraw her tongue, making sure that in the whip-like retraction she managed to flick the untouched nipple, leaving it also coated in a layer of her stimulating, sensation enhancing saliva… She wanted to make sure that her little Starlight’s every pleasure center was on fire by the time she got to the main event.

Satisfied that she’d stimulated her prey enough for the next phase of pleasure-torture to continue, she strode to the mare’s shaking plot, still thrust up in the air as high as it could go, with Starlight standing on her hoof-tips, presenting herself with desperation to some invisible stallion that wasn’t there.

As Chrysalis turned the corner, preparing to take in the sight of her toy’s well-aroused plot, the unicorn’s tail briefly ducked down in shame, a vain attempt to hide her embarrassingly aroused backside from her jailer’s gaze.

But in the same moment that it lurched down, a wracking spasm and quivering shiver sent it rocketing back up to its fully flagged angle, accompanied by a gasping sigh from the sweating, drooling unicorn.

Green, cat-like pupils flashed with lusty desire as it took in the whole of her captive’s despairing want. The mare had such a delectably squishy and tight ponut, framed by her plump glutes - a quivering knot of flesh that was squeezed so small that in that moment Chrysalis was sure she’d never given her tailhole to a suitor, or even a toy.

And beneath it was the real gold.

Chrysalis’s fang-sharp smile gleamed a shade brighter.

Author's Note

Well... at least she's not hungry anymore, right?

If you were in Starlight's position (restrained by a love-hungry Changeling) would you want to be injected with their love pheromones and 'lose yourself' to the need? Or would you rather be fully present?

Let me know!

A brief oral detour!

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?

A literal tongue lashing

It was time for the main course.

With renewed vigour, she slithered up the Starlight’s vaginal canal, into truly untouched territory, parting the depths of her walls of the first time ever, wiggling like an earthworm through moist earth as she sought a pathway to the mare’s most sacred depth.

“Ahn! Ahhh! Oh… oh my G-goddess… f-fuck!” Starlight’s body was coiling and writhing on the snakelike tentacle of a tongue, overwrought with pleasure and sensation. Mini-orgasmic shudders spawned from her gut with each exploratory wiggle of her queen’s oral lasher, often sending her into a powerful wink that splattered the slate floor with hot splashes of mare-juice.

Deeper, deeper. Parting these incredibly tight, clenching walls which would need to be well exercised before even attempting to take Chrysalis’s size… or perhaps not… a little squealing could be fun too. A queen did like to be feared and respected, after all.

In any case, Chrysalis finally reached her target - a tight orifice of ringlike flesh, buried at the very depths of Starlight’s delicate horse-pussy. Her cervix. The gateway to her uterus. Her womb.

And what would soon be their egg-creche.

But it was not without its defenses - a tight constriction, a mucosal layer, a darting-shivering movement. Starlight’s biology somehow new, at an instinctive level, not to permit the changeling invader into itself… to expose that most precious inner-sanctum to corruption and defilement. To risk the genetic material of thousands of gamete-cells in Starlight’s ovaries. Only a stallion was permitted to enter here.

But changeling biology was superior, adaptive, evolved… and Chrysalis was a master defiler.

The tight constriction had already been loosened by the powerful neuroleptic brew that was boiling the mare’s forebrain in pleasure-chemicals. The mucosal layer was easily dissolved by shape-shifting a part of her tongue tip to emit an analogue of a stallion’s pre-ejaculate. And the darting movements were slow compared to the hummingbird-like agility of Chrysalis’s insectoid tongue-muscles.

On her very first strike, she speared the delicate opening, first slithering in the barest tendril of her forked tongue… then more… and more… wrenching open the cervix as the girthier and girthier parts of Chrysalis’s tongue slid into Starlight’s womb, coiling in there like a relaxed snake, expanding her lower belly.

“F-f-fuck! I can feel… s-so… d-deep!” Starlight groaned, her hindlegs shaking and losing tone as her belly began to expand with tongue flesh, like a lumpy, squirming early pregnancy.

Chrysalis quickly reached a hoof down under her lover’s hips, keeping her from collapsing to the floor.

Now was the critical moment - when both Chrysalis and Starlight would be fully committed to one another, like it or not.

Chrysalis readied the mutagenic teratogen enzymes in her foregut, ready to shoot them down her tongue and flood the pony’s womb with the broodmare-preparatory substance. The wash of chemicals would baste Starlight’s uterus and race up her fallopian tubes to her ovaries. This would coax her gametes, her ova, her precious genetic repository to melt into a soup that would coat the walls of her womb… waiting for the insertion of brood upon brood of changeling eggs with which to mix their stored DNA and breathe powerful, genetically diverse life into the pair’s children. It would forever make Starlight sterile to ponykind (barring some powerful alicorn magics), and commit her entirely to Chrysalis.

But it was a two-way street.

Chrysalis was desperately low on these enzymes. And they were not the type that could simply be regenerated with sufficient time, energy, and food stores. No, a queen could only generate such powerful chemicals with the help of a very particular brand of changeling love to be processed by her exotic pituitary organs… that love was the adoration for a queen by her children.

Because of this, the mere mindless devotion of simple, un-DNA-mixed dronelings would not produce the required effect. A necessary evolutionary barrier that prevented ancient queens from simply flooding Equestria with mindless progeny, which necessitated the diversity of new DNA from interacting with other species.

But Chrysalis had now gone long without the love of her diverse children. Snatched away by this unicorn, her friends… and those ostentatious rainbow usurpers.

She had no more stores after this.

If this failed… she would simply wither and die, her genetic line a dead-end destined only for mindless, facile drones until something finally befell her… an empty husk of genetic expansion.

And so, Chrysalis too would be committed to her partner.

Was this really the pony being she wanted to be tied to? To invest all of that hope in? She really had not much stock of hope left. She would really be putting all her eggs in one basket, so to speak. Was Starlight really the basket that she would stake her very legacy upon?

She looked down on the quivering little thing, mere flesh and blood that quivered and shivered with her every move, like a puppet on strings.

And yet she was so much more than a puppet.

The subtle fall of her hair, the way her unkempt fur swirled and curled in messy tufts, the strangely pleasing mix of her palette. She thought over the mare’s history, how she’d fallen from grace so easily, with a reason so puerile as to make even a fuming toddler blush at its ridiculousness - becoming a supervillain because of a childhood friend moving away! Ha!

And what a supervillain! Mastering magics so advanced that not even alicorns could match her, subduing an entire town with only her charisma, snagging their cutie marks… their very souls without even a hint of mind control magic!

Ske rapidly skipped over the subsequent return to the ‘good’ side. All too common among the pony folk, who seemed to flip back and forth between chaotic evil and lawful good faster than that unconscionable draconequus.

And then she’d met Chrysalis.

Unseating her when she’d managed to capture all of Equestria!

After millennia of attempts, Chrysalis had succeeded, had every single thing she could have ever wished for in her hooves… and a throne of ultimate, total power.

Four alicorns had fallen in a single night.

Four.

And somehow… this little pony… had not only foiled her plot, wrenching those ill-begotten spoils from her… but had then taken everything precious and dear to her. Her very hive, her family, her legacy.

How could she not obsess over her in the coming months?

Chrysalis had poured over every detail of the unicorn’s past, every scrumptious tidbit. She’d studied her enemy day in and day out, slowly gathering more and more knowledge. Eventually, she knew the pony better than Starlight knew herself. And something, deep down inside Chrysalis had blossomed.

An unfamiliar feeling in the bug’s chitin shell, perhaps something she had never experienced before. Something she did not know, could not name.

She had suspicions as to what that emotion might be - but she would never admit it, could never admit it.

But here, with her climactic decision at hoof, that feeling solidified her choice.

‘Yes. I want her.’

Chrysalis released the slurry of mutagenic goo, throbbing in a thick bulge down her tongue that strained through her captive’s tight cunt with a stretching strain, before exploding in a splattering goopy glob of sticky, semen-like green slime.

“Uhnnngh! I… I feel it inside me… oh, Goddesses!” Starlight groaned.

Chrysalis felt the gland fully empty, not even a drop left - there was no going back now.

Starlight’s belly expanded with the sizable injection, which immediately went to work racing up the pony’s fallopian tubes, sliding into her ovaries with capillary action and causing all those egg-cells to shake free, melting into the pool of green changeling goo.

The slurry, now rich with proteins and precious segments of genetic material, sloshed back into Starlight’s womb, coating her uterine walls with the rich substance - a perfect agate for the new changeling eggs that would soon arrive… able to provide them with the food they needed to grow and develop, but even more importantly the DNA sequences that would make each new changeling a unique, beautiful individual, a new master race.

“Oh… oh fuck… I’m… I’m ch-changing! I can feel it!” Starlight moaned out, her guts twisting. “I’m… oh, f-fUUUuuu~ unnnnnngh!” As the final twisting changes to her womb solidified, a heaving hump back against Chrysalis tongue slammed out from the mare’s arched back. Whether driven by the earlier concoction, the changes to her womb, or the writhing, throbbing tongue in her pussy, Chrysalis couldn’t tell.

She could only tell that this was a big one. Perhaps the biggest she’d seen.

Her eyes rolled up into her head for a moment through the worst of her convulsive climax, slinking back down in a rolling, wild, wall-eyed gaze… her pupils now shifted into green, heart-shaped irises.

Her moans continued unabated, like a wild, feral animal on the ancient plains of an Equestrian grassland, recently covered and stuffed by her prehistoric stud. Her tongue lolled from its mouth, dripping saliva in such quantities that it was only rivaled by the amounts squirting from her pussy in sloshing sprinkler-like sprays, each one driven by powerful, clenching winks.

The wave of sheer pink thaumic energy hit CHrysalis with the force of a shockwave from a balefire bomb. The first sparking surge made every muscle in her body naturally react, tensing, and firing at random. The organs meant to process emotional energy as food were immediately overloaded, shutting down to protect themself from damage, which in turn sent the bug into a very literal total system shock.

She stumbled back, only to be hit again by the next wave, just as powerful, but longer-lasting.

It drove the changeling queen to her knees, then collapsed her onto her side.

She couldn’t control her body!

Not her legs, her wings… nor her tongue… which began to lumpy slop out of Starlight’s intensely milking, clenching, tight, little, still-orgasming pussy in heavy coils of dripping pink flesh.

‘I… I can’t… I can’t t-t-take it anym-... anymore!!!’ Chrysalis’s mind winked out and she let loose a loud, alien bellow. “Y-y-yeeeESSSSSSSS!”

Unbelievably, she felt her body begin to orgasm. A true orgasm. The first she’d felt in ages. Sparking waves of the sheerest pleasure was boiling through each of her muscles, tracing out her strange nerve fibers with overwhelming biological voltage, nearly burning them out entirely. Changeling’s possessed the most potent neurochemicals, dopamine, and metabolics… all needed to seduce and bewilder any creature on the face of the planet.

For a changeling, an orgasm was dangerous. Deadly.

Chrysalis shuddered, hooves kicking out wildly and wings buzzing randomly. A froth of saliva and poison dripped from her agape mouth.

But there was nothing she could do… except lose herself to the ride, the sheer pleasure, the painful release.

Her whole being, physical, magical, and spiritual was lost in a wash of pink lust. She couldn’t even be sure if her genitals were winking out in their own pleasure, or her ovipositor beginning to form and extend… or if those were just the misrouted sensations of her back or the underside of her hoof.

All of herself was one. And all of that one was pleasure.

She felt the dark edges of vision fading from her, the light fading out of her heart-shaped pupils, as she slowly dropped into unconsciousness, terrified that she might be expiring due to the orgasm, never to complete her plan… and that Starlight would die here as well… her lover… chained to the floor.

With a gasping final effort, Chrysalis managed to direct a beam of her short-circuiting horn at the throne. Shattering it and triggering a release mechanism that undid Starlight’s manacles.

At least, she would live.

Then… she slipped into darkness. And death.

Author's Note

OH NO!

She's dead! Starlight killed her! Killed her with her ORGASM!

She's an orgasm-murderer!

That orgasm should have been registered as a deadly weapon!

An unexpected transformation

Groggily, Chrysalis felt her consciousness return to the surface.

Like a whale slowly rising from the abyss, gradually coming out of the haze of dark blue waters, becoming more and more buoyant as it ascended into the light… then crested.

Her eyes fluttered open in a panic! Had she? Was she?

“Shh… shh… you’re OK Chryssi, you’re OK… you’re still with me.”

That voice! Was it?

Looking down at her, with a face full of love, and a hoof gently stroking her brow… was Starlight Glimmer. There were no chains on her hooves… and no magic-blocking mucous compound on her horn!

Danger!

Her reactions screamed at her to get distance from the mage, to throw up a magical shield… to skitter away into the many maze-like caverns of her lair. She knew how powerful Starlight truly was! The only reason she would not have escaped once given the chance would be to finish Chrysalis off… and the sadistic mare had even waited until she regained consciousness to bask in that victory!

Chrysalis tried to struggle to her hooves, but she couldn’t move, there was no strength in those limbs.

“Easy! Easy Chrys…” Starlight cooed. “You’re still weak…”

Chrysalis realized her head was in the unicorn’s lap, being coaxed and comforted. ‘Why is she helping me? Why!?’ She could feel the love pouring from the unicorn, care, and affection that she hadn’t felt since she’d lost her children, her hive all that time ago. And yet, it was even more than that… not a familial love, a commanding love… but a love of true intent.

Chrysalis hummed with satisfaction, not thinking, snuggling into the comfortable lap as she basked in the sensation - so filling. So perfect.

Wait! Why?

She struggled to focus her eyes, looking up at the unicorn’s face. There, in the mare’s still sweaty and exhausted face, she could see her eyes… still two green-tinted heart-shaped pupils, sparkling with intensity and care… a devotion that could never be matched in even the most far-flung of romantic fairy-tales between perfect princes and amorous princesses.

‘Ah. That’s why.’ Strangely, Chrysalis felt a heavy pang of disappointment. Despite the fact that she knew that she was now safe, was now being taken care of by a love-sickened broodmare… that she had won… that she had her perfect prize.

She was sad?

Why?

That moment, when she’d thought the love was real… earned… true...

Could that be it? Could she really still be so foolish after all these years? She should know better by now. She could not earn love, could not be loved.

She could only take it. This was the best she would ever get.

Still, it wasn’t bad. “Ah-ahem… well, you’ve been a very obedient little pet, Starlight.” Chrysalis grinned, rolling out of her prone position with a sigh, her body’s strength quickly returning under the reinvigorating presence of Starlight’s love.

“Oh… oh, please…” Starlight giggled, shuffling to her hooves as well with a smile, “it’s not like I was going anywhere after all that.” She wiggled her eyebrows and jerked her head back over her shoulder toward where the manacles sat empty.

Chrysalis cracked her neck experimentally and a slicing grin came back to her face. “Nonetheless, my little broodmare… I’m feeling generous… perhaps when I use my ovipositor this evening, I will take more… enjoyable form for you…”

Chrysalis let the familiar waves of transformative energy wash over her, chitin shifting into fur, muscles, and limbs rearranging, organs and genitalia shifting… as she quickly took the form of Sunburst, Starlight’s childhood friend and longtime crush.

She let her ovipositor shift and morph, taking the form of the bookish, bespectacled colt’s stallionhood… though still retaining its size and function beneath. Small or not in real life, Chrysalis’s Sunburst would pack a monster… well-hung and able to inject hoof-sized eggs.

Sunburst-Chryssi turned and shot what she thought was a winning smile to her new unicorn broodmare, hoping this little treat would please her.

But only a frown was waiting for her, and a lessening of that delectable love.

“Chryssi…” Starlight scolded, shaking her head slightly.

“Wh-what?” Sunburst-Chryssi mumbled, blushing.

“I appreciate the gesture - but I don’t want Sunburst… well, not tonight, anyway.” Starlight grinned. “I want you, the real you.” The mare’s horn ignited, the aura quickly pushing away Chrysalis’s disguise and revealing her black, carapace form.

Chrysalis blushed. That strange feeling bubbling up deep in her gut again, that unique, unspeakable taste… that desperate hope. But she had to ground herself… this was simply magic and biology, nothing more.

“A-ah… I see.” Chrysalis stumbled, reasserting herself. “I didn’t realize just how deeply my love-poison has affected you, my little broodmare… I really have taken your love, haven’t I?”

Starlight blinked again, cocking her head, pausing in confusion. Then she clicked her tongue as she realized. “Oh, the eyes?”

Starlight lit her horn again, blinking and opening her eyes again. They were back to the deep, beautiful purple irises that Chrysalis had grown to long for. Then, with another flash of her horn, and another blink, they were back to the green heart shapes.

“I can suppress your love chemicals whenever I’d like, Chryssi.” She giggled, stepping closer to the queen.

Chrysalis stumbled back, shocked, stunned. She was scared of this pony, coming into her own personal space, displaying love and affection… of her own volition?

“I just think that it’d be too much fun not to take advantage of this… I feel hornier than Pinkie-Pie in estrus when I leave it on.”

“I… I don’t understand! Stay… stay back!” Chrysalis held her hooves up feebly, terrified of the emotions she was experiencing.

But Starlight still advanced, backing up the queen until she bumped against the far wall, trapped.

“Silly little love-bug… you shouldn’t be scared of what you’ve wanted most. Not when you finally have it!” Glimmer craned her face up right into Chrysalis’s, until they were nose to nose. “And you always had it wrong, you know… true love can’t be taken… only given.”

And then she kissed her.

Her!

The ugly, changeling queen. An evil dominatrix that had plagued the land. Had plagued her friends. Had kidnapped her. Assaulted her! Poisoned her!

She was kissing her! Hugging her!

The love… the love was real!

Unabated… unabashed!

That strange hint in her belly grew, expanding quickly. Fattening her up like a pregnant broodmother as she was stuffed with love. A warm, burning fire began to tingle… and then, suddenly, like a flower blossoming in one single moment, all of her hide began to peel and flake… a bright light exploded through the cave.

The kiss parted.

The light began to fade.

Chrysalis felt… different… lighter… happier…

More colorful.

She… she had transformed… into… into one of those… love-lings!

“Wh-what did you do… what did you do to me?”

Starlight emitted something very much like a small squee, clapping her hooves together with glee. “I loved you.”

Chrysalis panicked, scratching at her new carapace. Strangely she felt imbued with incredible strength, power… and… happiness?

“W-well… un-love me! I detest this form!”

The unicorn only laughed at her, shaking her head with amusement. “Sorry Chryssi, doesn’t work that way! Actually, if anything… the loving goes up, not down!”

Chrysalis saw the unicorn’s horn ignite… a thaumic field sliding under her new colorful body… and quickly finding its way to her nethers… and beginning to coax her new, improved, even-larger ovipositor from its hidden trestle.

“Mmmf… hey!”

“Hey yourself…” Starlight wiggled her eyes sexily. “You’ve shown me what you could do with your tongue… but now, I think it’s my turn to give you… a tongue lashing.” She ducked her head under the bug.

A moment later, Chrysalis emitted a very un-queen-like squee.

Author's Note

And there we go! All done!

This was a fun story to write, surprisingly. It was the first time that I ever wrote something akin to a commission - the idea and creative control ultimately belonging to someone else instead of me.

It wasn't quite as intimidating as an actual commission, where I owed someone due to literal cash being on hand, but still... someone had won a contest and put forth a high level of effort in attaining that win! I really wanted to impress.

And I ended up growing to like the theme, I even managed to put up with the lack of futa ovipositors! That's right readers... my first ever true lesbian story that involved no magical penises only occurred because of Gapaot!

I guarantee Chryssi's biggol changeling-donger would have made an appearance otherwise (it's kind of my thing, lol).

That said, I was probably even happier to see how it actually turned out, especially the ending!

We actually toyed around with another fun ending: at the end, Starlight turns out to be Ocellus transformed to help Chrysalis have her little fantasy... but then, to her surprise, Chrysalis turns out to be Thorax transformed!

But, I like the idea of Chrysalis being transformed into gay-deer snugglebug mode by Starlight's sheer love.

What did you think?

Pleas let me know!