Chrysalis sat upon the ridgeline, surveying the town below. She had never been to Ponyville before, having only heard stories about it from the infiltrators she’d sent out to keep an eye on Twilight Sparkle and her band of brigands.

It was a quiet little hamlet with maybe a hundred buildings, housing probably no more than a couple hundred residents.

In the backdrop, stood a powerful castle, its spires the tallest thing in the town by a wide margin. Not surprising considering the otherwise quant nature of its surrounding area.

Chrysalis was curious about where Twilight’s accursed throne was in that tangle of crystal and chaotic architecture. She wondered, absent-mindedly, if she could just snipe it from a distance and catch the Princess with her pants down.

She sighed, turning her gaze away from her recon and towards the totem that sat next to her. She had made it a custom designed sling out of fern leaves and twigs. The totem’s eager and unrelenting willingness to feed her magic, made it far too dangerous to handle with her bare hands.

At the very least, she had her weapon and she had her target, now she needed to figure out how to best utilize them together.

Maybe she could disguise herself and attempt to sneak into the Princess’ palace. And once she was inside those chambers, she could use the totem to strengthen herself before their confrontation. That strategy would ensure that she had the element of surprise on her side; a dangerous advantage to have when it was in her hands.

Though, was that really a showy enough gesture? She wanted revenge against Twilight. She wanted to humiliate this prissy little Equestrian noble. And there was no better way of doing that than a big showy assault upon the township.

After all, revenge would be nice if it resulted in Twilight’s demise. But it would be so much sweeter if she was given a chance to lord it over Twilight with her precious little town going up in flames before her defeated eyes.

She could imagine it now, watching the hay roofs turn to ash, the timber beams into pyres, and the bodies of all those innocent ponies littering the cobblestone streets. She savoured the idea of Twilight’s tears and misery. It made her shiver just thinking about it, letting out an instinctive little moan that sounded far too orgasmic for a rational mind.

…

She wasn’t troubled, she promised.

The more she thought about it, the more she started to favour this more direct route. After all, even in her previous and weakened form she was more than a match for Twilight Sparkle. She couldn’t wait to see how one sided this fight would be now that she had this powerful little artifact to bolster her strength.

She reached over and patted it on the head, cooing as she felt its tendrils of magic tug at her fingers as if beaconing her to enjoy yet another sample of its potent and mythical elixir.

It was so tempting and so hard to say no to this siren’s call.

In fact, Chrysalis wasn’t even fully aware that she’d picked up the artifact until she felt the coolness of it through her fingertips. She glanced at her hands, noticing that the totem had somehow found its way between them and was now glowing with that eerie light.

It was alarming, considering she couldn’t recall grabbing it in the first place.

How had that happened?

She found herself unable to part with it, instead looking into its glazed over wooden eyes.

Soon, the totem started to glow a more vibrant green and the misty aura once more travelled up her forearms. This time it barely even ached as it shrouded her appendages in a blanket of magic. She knew that the spell was enhancing her form, soon covering her entire body, from the neck down, in its glow.

This time there was another side effect to this draught of magic. Her mind dulled, as if she were drunk, and she could feel her complex strategies fade away and a hot rage take centre stage within her mind.

In that moment, the town became an enemy, something that needed to be conquered and crushed under her heel.

Her vision went red and all she could feel was an intense shot of negative emotions purifying all of her senses and logic, whittling them down to a fine point of pure rage and agony. She wasn’t cognitive of her own body at that moment but she didn’t doubt that she was frothing at the mouth just waiting to lunge forth and turn that town on the horizon to kindling and ash, to sacrifice it to the Goddess of War.

Then her mind cleared, the brutal edge tapering and waning as coherent and sane thoughts returned to her.

What had…

Her fingers finally obeyed and the artifact thudded to the ground in front of her.

She looked down at her body, impressed at the even more potent stature she now possessed. Her arms were like boulders, crafted from obsidian. Her legs were thicker than even the mightiest of tree trunks. She now stood taller than some hills, maybe even twice as tall as your average pony.

Also, her belly was a bit more bloated, now hanging out as if she were a glutton. She attempted to alter her appearance and hide this flaw but found that she was unable to. At least, if she wished to retain her Changeling body type.

She huffed and her eyes widened as she realized how ghastly that sound was.

How thick had her vocal cords gotten?

At least, on the bright side, she appeared to finally have an ass. She looked over at it, seeing a rather nice bubble butt, her rump pressing back against the leopard print that covered it. Thankfully, the beast’s hide was large enough to accommodate for this muscle growth, merely straining against it and not breaking.

Though she doubted that it would last much longer.

She reached down and patted her rump, surprised that it was somehow both cushiony while also being firm. This was a juxtaposition that Chrysalis wasn’t even aware was possible, yet her muscles could apparently provide miracles.

For a moment, a heat crept into her complexion as she thought about her body. What was it about the thoughts of her muscles that got her going in such an expedient fashion? Was it a fetish for strength or was the totem polluting her mental state?

It was doing something to her mind, that was for sure. Though she couldn’t quite tell what. All she knew was that thoughts seemed cloudier and conclusions harder to draw upon as the spell continued to corrupt her.

Was it making her stupid?

No that was silly.

With great care, she picked the totem back up, surprised at how small it looked compared to her now giant hands. She had grown quite a bit, finally getting within the realm of being a proper Changeling Queen.

Thankfully, no magic came forth, no spell seemed to follow. The totem, at least for now, was spent and enjoying a well-earned slumber.

She placed it back into the sling, using a bit of magic to turn the rough satchel from a crude creation of leaves and twigs and into a proper bag made of a firm and powerful canvas. Hopefully, that would keep the thing out of sight and deny her the temptation of further meddling with her body.

After all, if she grew any bigger, she’d be noticed from a mile away. And while she had full confidence in her ability to win a fight, she didn’t feel nearly as secure against the inevitable magical shield that would go up around Ponyville if she were noticed approaching from a distance.

She still remembered that potent spell that had halted her invasion almost a decade ago. And while she might’ve slandered Twilight every chance she got; she knew that the sister was far stronger than her cuckold of a brother. And if that impotent twirp could stop her for weeks, she’d hate to see what an actual competent mage could muster in this regard.

She picked up the bag, pulling it over her shoulder.

“Here goes nothing,” she said, her voice no longer capable of anything but a deep and brutish grumble.

She strode forwards, feeling power radiate with every step.

Oh, how badly she craved the allure of combat. How badly she wanted a chance to best that prissy Princess and her loyal followers. How badly she wished to crush an equine’s skull between two of her ham-fisted palms and end her defiance in a shower of blood and gore.

Had she always been this blood thirsty?

Probably, though it did feel good to finally be honest with herself.

The path ahead followed some equine-made trails, leading towards the town. They were abandoned at this hour, though Chrysalis could sense that they were used for a very unintentional purpose at night. At least, if the number of used condoms, empty beer bottles, and half-finished cigarettes and joints that littered the path were any indication.

Oh, how she loved the ponies and their perversion, it made them so much easier to impersonate and control. Lust was just as delicious as love, after all, and it was a hell of a lot easier to draw upon.

The path weaved through the forest and Chrysalis mostly stayed to it, only taking the occasional detour whenever a random group of ponies would show up along the path.

She thought she was mostly hidden, lurking in the shadows. That is, until she heard a mare gasp.

Chrysalis froze and ducked behind a large bush. It was the only thing big enough to offer her concealment.

“What is it?” a stallion asked.

The mare paused for a moment. “I thought I saw Big Foot.”

The stallion laughed. “That foal’s tale? Don’t tell me you actually believe in that kind of stuff.”

“Well no… but… I saw something out there,” she said. “It was big and black.”

“Probably just some wild animals or… well one of those critters from Twilight’s school,” he said. “Only the gods know what type of creatures she’s teaching nowadays.”

Twilight ran a school? And a school that hosted more than just ponies.

This was intriguing. Chrysalis wondered if any of her traitorous hatchlings were in attendance. Or had she sullied their reputation enough to keep them contained to the fringes of civilization, desperate for salvation.

The couple stepped away after conversing for a little while longer, discussing how nice it was that Twilight was launching such a revolutionary diplomatic mission and talking up their Princess to such a nauseating degree. Chrysalis listened intently to their conversation, if it made her stomach churn, wondering if it could somehow be used to her advantage.

She didn’t know how many loyalists still remained within her hive but maybe a few of the younger ones haven’t been broken yet and would be easily convinced by the return of their queen. Especially since that queen had turned into a hulking behemoth who would surely command respect.

Once the couple was gone, Chrysalis got out from behind the bush, moving quickly but cautiously towards the town.

There turned out to be no other patrons along the route by the time she finally reached the end of the forest and hovered on the edge of civilization.

From this fresh vantage point, she looked out upon the town’s marketplace. The day’s activities were in full swing with dozens of ponies milling about and inspecting various carts and wares. They looked so peaceful and calm, going about their day to day lives without a single care in the world.

It was enough to make Chrysalis smile.

She couldn’t wait for a chance to ruin this façade. It would be oh so grand when this all went up in flames.

Her blood chilled as she saw a few familiar faces amongst the crowd. First, she spotted the lanky and boney yellow pegasus, Fluttershy, who was out with that social climbing shrew, Rarity. Then she saw Applejack, the bulky and tomboyish earth pony currently manning a cart which sold her namesake’s wares.

A successful assault here would ensure the capture or destruction of three of the Elements. A nice start to her attack, if she did say so herself.

The question she had was did she have enough power for such an engagement. She felt powerful, she felt stronger than she ever had before. However, the totem was right there, beckoning her to have another sample, calling to her like a syringe to an addict.

She bit her lip and glanced at it, swearing that the wooden zebra’s usually stoic expression had been replaced by a cool and cocky smile.

Her hand reached out on its own and she needed to grab the offending wrist with her other hand, dragging it away lest she fall into the alluring embrace of this tantalizing little spell.

“Later,” she whispered, relieved that her opinion seemed to be respected by all parties involved.

She looked back to the marketplace, wondering what would be the showiest display of force imaginable. After all, she wanted to make quite the entrance.

What would be the ideal first move to really emphasize her power and send the crowd scattering in every possible direction?

She looked around, humming and hawing to herself. Then she saw it, a vendor who was specializing in selling fireworks and artesian soft drinks. A weird combo but that was ponies for you, they seemed to take glee in being as absurd as possible.

That booth would surely offer her the most spectacular and destructive entrance possible.

She drew in a breath and clutched the satchel tighter to her side. It had become a universal item of importance to her. It was a food source, the essence of her newfound power, and apparently also a comfort item of some sort, keeping her mind at ease with its mere presence alone.

Her horn crackled with energy as she aimed a bolt of magic at her target.

A small, bloodthirsty, smile graced her lips as she let it loose, sending it arching through the air on a crash course with this cart. Bolts shot out in every possible direction from the projectile, sizzling the air and leaving behind the smell of burnt ozone and generating enough heat that the canvas of surrounding carts caught fire and started to burn.

It took maybe three seconds before it hit, hard, turning the firework cart into an inferno. Not even a moment after, chaos broke loose as dozens of fireworks shot out in every possible direction, exploding into quite the display. It was an impressive show, even during the daylight hours, causing all sorts of delicious mayhem.

Ponies started to frantically flee in every direction, trying their best to get away from the fire and brimstone.

The three Elements attempted to restore some semblance of order, working crowd control to get their fellow citizens out of harm’s way as quickly as possible.

Chrysalis immediately sprung forth, stamping forwards like a conquering barbarian.

Most ponies were too busy fleeing to notice her, though some did, stumbling back and running in another direction as she snarled at them.

“Chrysalis!” Applejack shouted.

Chrysalis whipped around and faced her, glaring her down. “Yes?”

Her anger must’ve been somewhat terrifying as she saw nothing but wide-eyed fear from the three Elements who stood before her.

“She got big,” Rarity muttered. “Like really…”

“We’ve dealt with bigger,” Applejack shot back.

For some strange reason this off handed comment got to Chrysalis, working its way under her carapace and making her blood boil. She would not be relegated to some second-rate tier in terms of anything. She was the most powerful foe they had ever faced and she would prove it.

Instead of zapping and melting them on the spot. She reached into her bag, clutching at the totem.

A wave of cool mist crawled up her arm and along her body. She moaned at the sensation and closed her eyes. The magic sunk deep into her veins, the chill countering the warm glow of the fires that surrounded her.

There was no longer pain or agony at the spell’s presence and it worked its way through her body quickly, bulking her up further in a matter of seconds.

When she finally opened her eyes, she now stood even taller over her foes.

Only, her foes were no longer there and were instead rushing away, heading for the castle in the distance.

She probably should’ve expected that. Why hadn’t she thought of that possibility before succumbing to the totem’s temptation?

Regardless, she didn’t let this get to her as she stamped through the flaming market and marched towards the castle. As she advanced, most ponies fled before her. And if they didn’t, she would destroy something, getting the message across that paralysis was not to their advantage.

As the castle approached, she could see creatures fluttering about within its perimeter. As promised, there was more than just pegasus but also panicked gryphons, changelings, and hippogriffs so desperate to make a speedy retreat.

Oh, how it did her heart good to see changelings again. It had been far too long since she’d last had loyal subjects to rule over and instill with fear. She craved the iron gauntlet of authority and governance. And now, since she was a properly sized monarch, they would likely cave to her demands in a heartbeat.

If they didn’t? Well that bridge could be crossed in due time.

“Chrysalis,” a regal voice cried.

She looked up and saw a pony hovering above her, a pony which filled her heart with utter fury and cold-bloodedness.

Princess Twilight Sparkle.

Chrysalis growled and screamed. “You!”

This intensity of her bellow must’ve caught her off guard as she flinched away, fluttering a few paces back.

“Please Chrysalis, the rest of your hive has seen reason, just disengage and we can discuss this as reasonable…” Twilight started.

She wasn’t allowed to finish as Chrysalis grabbed a small tree, ripped it out of the ground, and flung it at her opponent.

The foliage arched through the air but Twilight was quicker. She ducked out of the way and avoided the oncoming projectile, gasping as it whizzed by, coming so dangerously close.

Twilight countered this assault with a beam of supercharged magic which came flying forwards far faster than Chrysalis’ attempt.

It hit her right in the breast, knocking the air out of her lungs and causing her to stumble back.

The impact hurt, though barely, causing her to merely grunt in discomfort and pat at the smoldering spot left upon her leopard print tunic. The material at this point was just begging to break under the pressure from her ever-growing body.

“I guess we're doing this the hard way,” Twilight said before pressing her fingers into her mouth and whistling. “Starlight!”

“On it,” a voice called from somewhere beside Chrysalis, out of her line of sight.

Before she could even get a chance to turn, something heavy smacked into her side, sending her flying through the air and colliding with a nearby building. The structure shuddered from the impact and an intense pain ebbed through Chrysalis’ beaten form.

Though pain was good as it meant she was still alive.

She glanced to her side and saw the Princess’ protégée appear from a back alley. Starlight looked so triumphant as she held a cart afloat in her magic, wielding it like some kind of blunted weapon.

How had such a thing impacted her and still she lived?

Surely, such a blow should’ve killed her.

Instead, she got up, feeling even angrier than usual. She could feel bricks give way around her and tumble down, revealing just how potent of an impact that had been, damaging the supposedly firm walls of the household unfortunate enough to break her fall.

“Starlight!” Twilight called. “You weren’t supposed to hit her that hard!”

Starlight shrugged and drew the wagon back, ready to do so again. “She’s still standing, isn’t she?”

Chrysalis proved this by leaping forwards and charging at her with reckless abandon, screaming as she lashed out. Though before she reached her target, she felt a hard impact from the side as Twilight slammed into her, sending her tumbling off course.

She flew past Starlight and crashed through the window of yet another home, landing inside of its living room. The glass didn’t cut her carapace and she was surprisingly still standing after such an egregious assault.

Something was apparent though. She would need more strength, more power if she wished to get out of this conflict victorious.

Part of her called upon her cunning but this was swiftly ignored as she grabbed the totem, that reliable source of power. She glared into its cold hard eyes. Yet, the magic little trinket did not do what it was supposed to, remaining cold and lifeless.

Her feral, dimwitted state came up with a brilliant idea. By now, this toy was tiny compared to her and if it could propagate its magic merely by making contact with her skin, what could it do from within her?

She opened her mouth and popped the totem between her lips, swallowing it whole like some kind of mammoth pill. Its strange texture was enough to make her flinch but otherwise it went down without a hitch.

As she looked up, she saw the pair of ponies looking at her in utter horror.

“What did you just eat?” Twilight asked.

The only response she got was Chrysalis lunging forwards again, plowing out of the room and attempting to tackle her to the ground. Sadly, the ponies were nimble, diving out of the way and giving Chrysalis nothing but air to cushion her fall to the cobblestone.

The impact ached but she soon felt a purifying coolness within her, that tantalizing essence of magic coursing through her body.

She could feel her muscles strengthen even further, gaining ever more mass and strength. Soon she was more muscle than changeling, her form ballooning outwards in every dimension as her height and stature grew even more impressive.

Soon she was the height of a two-story building, glaring down at the ponies who dared oppose her.

“Starlight,” Twilight said, swallowing a lump in her throat. “Run!”

Starlight nodded and sprinted down an alley, leaving the Princess alone.

“So, you want to do this the hard way?” Twilight asked.

“Pony pay!” Chrysalis shouted, growling in frustration as words failed her. It would seem that sentence structure was no longer a strong point of hers.

Twilight’s horn glowed and soon a magical construct took shape around her, lifting her off of the ground as it grew larger and larger.

A mighty set of armour took shape and formed around her, encasing her from every direction in plates of mythical and transparent energy. By the time the spell was completed, a powerful suit of armour put her on even footing with Chrysalis.

“I saw this in a movie,” Twilight said before shaking her head. “Not that you know what that is.”

The two of them squared off, stepping around each other with their hands raised. They were like boxers, who were the size of titans.

Much like with the leopard, whose hide was now tattered and gone, Chrysalis waited for Twilight to make the first move.

Sadly, the Princess seemed a bit smarter than a feral beast, patient as she merely continued to circle around and wait for her opponent to make the first move.

Chrysalis, whose mind was slipping at a terrifying rate, decided to indulge her, lunging forward and throwing a powerful and brutish punch. It collided with the breastplate of Twilight’s armour, cracking the magic and making the Princess stumble back, nearly thudding upon her ass.

The Princess caught herself, however, and threw her own jab at Chrysalis, cracking it against her snout with surprising force.

Chrysalis yelped, feeling cartilage crack and blood run down her muzzle. It was disorienting, yet, she continued with the fray.

She threw a series of destructive and potent punches into the stomach cavity of Twilight’s armour. Each landed with such force, causing the Princess to gasp, her magic pulsing as she attempted to keep her construct together against such an unrelenting assault.

The Princess shoved Chrysalis back, making a little bit of room between them. She followed this up by launching a haymaker at Chrysalis’ head, something which she easily ducked out of the way of. Though this was soon followed up by a lightning quick jab to Chrysalis’ shoulder, sending her stumbling back once again.

“What’s even causing you to…” Twilight started, then realization dawned on her face. “That thing you ate.”

The armoured construct wheeled back a step and Twilight drew back her powered gauntlet, getting herself ready for one hell of a punch.

Chrysalis attempted to prepare herself to counter this but the blow came a moment later, surprising her with its swiftness and ferocity. It plowed right into her flabby and bloated belly, knocking more than just the wind out of her.

It was an impressive blow, radiating a pain through Chrysalis’ entire body. Her stomach churned and she felt a burning sensation crawl up her throat. She upchucked soon after, vomit splurging forth and the totem coming up along with it.

The artifact landed upon the ground and bounced away from her before coming to a stop right against Twilight’s armoured hoof.

The Princess looked at it and shook her head before lifting her magically constructed leg and crushing the totem in the blink of an eye.

Chrysalis let out an enraged scream before cracks started to form along her carapace, crawling up her armoured hide and glowing with an eerie and potent green. She attempted to dive forth, and kill this infernal princess, but not a muscle within her body responded.

She was paralysed, frozen in place without any relief in sight.

Somewhere, in the back of her mind, the last few rational thoughts and intelligent cells attempted to make sense of this new state. They explained to her that without the totem there wasn’t enough power to keep her going. She might’ve had this impressive stature but she was now reduced to the meagre strength she possessed from before this went down, meaning the heavy body would not budge.

Suddenly there was an explosion of light and Chrysalis’ world brightened as if she were within the nucleus of a small thermonuclear device.

It was agonizingly painful as she was torn to shreds, tortured more effectively than any prior interaction with the spell. Was this how the totem dealt with misusers, individuals who fell for the alluring and unstoppable power?

When the light faded, Chrysalis was upon the ground, feeling so very weak. She was smaller now, having been reduced to her usual size. She looked up at the armoured figure who lorded over her, Twilight’s spell dissipating and the Princess gliding towards the ground upon a feeble breeze.

Twilight stood over her defeated foe and shook her head slowly, more sadden than anything else. “I’m sorry we had to do this the hard way.”

Chrysalis hissed at her. Her mind was too fatigued for anything more intelligent than that.

“Did you really think some magical steroids were going to beat me?” Twilight asked, reaching down and flicking Chrysalis’ forehead. “I fucked up Tirek, with half the power, and he’s twice the villain you are.”

She sighed and plopped down next to her, resting her hands upon her knees.

“Now what the fuck am I going to do with you?” Twilight asked, motioning with her wrist. “Any chance you want to swear off villainy and give reformation a try?”

Chrysalis saw red and hissed in utter fury, attempting to snap at Twilight, who merely slapped her attempt away.

“Yeah I thought so,” Twilight murmured, shaking her head. “Can I sweeten the deal? Maybe talk about the benefit plan that comes with redemption? Health, dental, three square meals…”

More angered and seething hisses was the only response she got.

“I fucking hate you so much,” Twilight said, shaking her head. “You know that, right?”

“Did you kick her ass!” Starlight Glimmer asked, joining Twilight in her position beside Chrysalis. At the sight of the defeated queen she whistled. “Oh fuck, you destroyed her.”

Twilight nodded.

“Is she willing to reform?” Starlight asked.

Chrysalis hissed and Starlight flinched away.

“Did you try talking about the benefit plan?” Starlight asked, glancing at Chrysalis and offering a cheery smile. “You get dental and…” she frowned, “And honestly, judging by those fangs, it looks like you could use some of that.”

Twilight nodded. “She didn’t bite.”

Chrysalis attempted to prove them wrong, gnashing her teeth at Twilight’s forearm. Though she pulled it away and smacked Chrysalis to keep her at bay.

“Tartarus then?” Starlight asked.

Twilight pursed her lips. “Actually… I have something else in mind for her.”

Author's Note

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