Chapters

Chapter 1
Chapter 2
Chapter 3
Epilogue

Chapter 1
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Runt

Chapter 1

A slender arm punched through the thick canopy of foliage, pressing branches, vines, and leaves out of the way. Mother Nature was hardly a worthy foe for Chrysalis who stormed through the Everfree with what seemed like a goal in mind, stamping forwards with no reluctance and utter dedication to her objective.

Which was all the more impressive, because honestly, she had no idea where she was going or what she intended to do.

She’d been like this for weeks now, occupying some semi-feral existence in this accursed forest, only venturing into the civilized world whenever she required a sentient creature to feed upon. It was not a good way to live life but at the moment it was the only way she knew.

All she really needed was a plan, a collection of ideas that would liberate her from this dreary and destitute state.

And she was supposedly good at forming those.

Plans were a speciality of hers, in fact.

She’d drafted many in her long life: The assault on Canterlot, the kidnapping of Princess Twilight and her rabble, the attempted abduction of that little runt that came from Cadance’s accursed womb.

She winced at her mental usage of the word runt, feeling a sick sensation bubble away in her gullet. There were many painful memories attached to that word, many lingering vestiges of trauma which time had only blunted but not removed.

Chrysalis growled in frustration, slamming her fist into a tree.

She yelped, as all this did was send a sharp pain radiating through from her knuckles and up her forearm. The blow was enough to break her thick black hide and soon green blood leaked through, colouring her flesh.

She quickly cradled her hand in her tattered blouse, wrapping it up to the best of her abilities and applying pressure.

“Stupid tree,” she hissed, though no real venom existed in her syllables.

What was the point of planning, of scheming, of meddling in the affairs of ponies, if every route, every attempt to better her hive went up in flames?

Look at her now. She was a queen without a demesne. She was a ruler without a people. She was alone, wandering through a hostile forest with nothing but her tattered clothing, empty stomach, and a sense of dread that coursed through her blood and refused to abate.

If she wanted to plan something productive, she should’ve planned on how to manufacture one of the forest’s many vines into a noose and hang herself. Though knowing her track record, either the branch or vine would break if she attempted this.

But in the end, planning was all Chrysalis was honestly good for. Her brain was the only thing of value that existed within this truly pathetic shell of a body.

Futile plans and useless strategies were all she’d ever been good for, ever since she was a grub suckling upon her mother’s teat.

A massive Changeling Queen sat upon her royal throne, lording over her subjects with an unquestioned authority. She was a hulking figure whose stature matched the importance of the seat she occupied, filling it with her mammoth height and potent body weight.

Years later, Chrysalis would inherit this very same throne, though she would never approach the same size or authority as the beast who ruled from it during her youth.

This was her mother, though she was the mother of all the Changelings in this hive.

It had been a couple years since Chrysalis hatched, yet she still sat upon her mother’s royal lap, watching in utter adoration as she held court. She was the only member of her immediate siblings who still occupied this spot, though this wasn’t due to prestige or favouritism.

In fact, it was the opposite.

Chrysalis was born a runt.

Her siblings had grown but she had not.

Her brothers had become big and strong, fielding the armies of their queen. She had seen some of them earlier, parading their captives through the darkened halls of the hive. Some of them had noticed her, most glancing at her with pity, some with scorn, and others with an amusement that felt far worse than either of the prior emotions.

Her sisters had also grown, becoming the drones that kept the hive afloat, or even a few joining the ranks of the illustrious infiltrators who snuck into Equestrian society and attempted to destabilize it.

Yet, while they all may have grown and moved one with their lives, Chrysalis had remained the same scrawny bag of bones who still needed to be coddled by her mother just to survive.

She knew the whispers of the hive, knew that if any other queen had sat upon the throne she would’ve been left to die. But they had a just queen, a queen who would not let even the feeblest and most pathetic of runts die.

As her mother held court, she reached down with one of her massive hands, resting it against her leg. She extended a single powerful finger, gently stroking at Chrysalis’ back.

To Chrysalis, this single digit was easily the size of one of her boney and thin forearms. It was like a child playing with a doll and not a mother providing affection.

Still, Chrysalis coed at this, ignorant of the glares she’d received at this mere touch. Love and emotions filtered through her mother’s digit, feeding her with a dosage of love so powerful that any normal Changeling would’ve swelled up at it and grown into a truly powerful being.

She, however, just ate from it like a hog, suckling down her ration. Yet, no matter how much she consumed, it would not improve her stature or power. But at the very least, it kept her brain running, her mind churning.

Her brain was really the only thing she had. Where her muscles and body were frail and useless, she had a mind that was only dwarfed by the queen herself. She could compile strategies and pick up on emotional cues with more accuracy than even the greatest of the hive’s infiltrators.

And while she was a runt, while she was frail and weak, she knew that one day her mind would guarantee her this throne. One day she would lord over this hive and make all the brigand who dared whisper behind her back pay.

But that was in the future.

Now?

Now all she could do was think, plan, and feed upon her mother’s love like the parasitic and pathetic leech she was.

Years passed and Chrysalis never did lose her status as a runt. While she did eventually grow beyond the need for her mother’s constant coddling, she would never join the ranks of the common Changelings. She would never be strong enough for physical work, nor would she be risked in the field as an infiltrator.

It turned out that the coddling and additional time spent with her mother had given Chrysalis a certain favouritism and trust that no other Changeling had access to.

As her mother’s favourite, she was given a position running the hive’s intelligence agency, in charge of the swarm of infiltrators she would never get to join. Those same infiltrators who would murmur such hostile resentment behind her back, in places they assumed were safe from her ears.

This was their mistake.

Chrysalis knew the importance of information, how important having a constant state of surveillance was to the success of her operations. After all, no plan took off in the dark, abandoned by intelligence and sound judgement.

This was something which Chrysalis found even more important in the last few months. The queen was ill, sickly, nearing the end of her multiple decades reign. She was by no means old, by the standards of a Changeling Monarch, but her health had rapidly and mysteriously waned.

Of course, Chrysalis, as head of intelligence might’ve known a thing or two about this sudden onset but she would not confide this information to a single soul. What she did care about were the murmurs of succession, wondering which of the queen’s many children would win the battle of succession.

Would it be a leading general, an esteemed spy, or maybe a member of the class of drone whose power had only grown in recent years as the hive continued to thrive?

Names were thrown around with reckless abandon but few seemed to be considering her.

This was a grievous, though not unexpected, wound to Chrysalis’ pride.

No one ever considered the runt, the feeble born. She may have grown into a beautiful Changeling; tall, slender, and curvy in all the right places. Yet, the conditions of her birth still haunted her to this day.

Someone knocked at her office’s door and she looked up, grimacing before forcing a tense smile.

“Come in!” she called.

The door opened and one of her subordinates entered. She couldn’t recall the Changeling’s name for the life of her. Though she rarely cared about such things unless they could be used to her advantage. Names were important for brownnosing, not for addressing those already below her.

“Miss Chrysalis,” the changeling barked, saluting.

“At ease,” Chrysalis murmured.

At least the nice thing about being in a position of authority is that those under you had to pretend to respect you. At least, to your face. If only that respect could be so easily extended to more than just a single sliver of this hive’s society.

Chrysalis waited for the Changeling to start talking but she didn’t, instead staring at her intently.

Then it dawned on Chrysalis, this must’ve been the messenger she called for when she sent her second-in-command, Stinger, away.

“I need you to deliver a message to Chief Pincer,” she said. “Are you familiar with him?”

The messenger nodded. “He’s the pit boss in charge of eastern mines.”

That was the least of what he was. He was also the highest-ranking member of the growing labour faction that wanted to replace the queen with his pawn when she eventually passed away.

“Correct,” Chrysalis said, glancing at the Changeling and offering a coy smile “And can you be discrete?”

The messenger nodded.

“Excellent! Then I need you to deliver this as a message from a friend, not a message from the head of intelligence, do you understand?” she asked, scribbling away upon a piece of parchment.

The Changeling nodded again.

“Very good.” She kept her expression level, holding out the note after folding it once. “I need you to tell him that Baroness Arista is attempting to recruit support from the unionists of the western coal mines. This information should be of importance to him.”

The messenger looked quite nervous. Though she had every right to be, considering that the nature of this message would cause quite the fuss between the two rival pit bosses.

“Is there a problem?” Chrysalis asked.

For a second, she thought this grub would question her decision but she turned out to be obedient, merely dipping her head in submission and taking the note that would likely result in plenty of blood being shed in the coming days.

“No, ma’am,” she whispered.

Chrysalis smirked. “Once you’ve completed your task, please report to Captain Scutum. I’m sure there will be plenty of work to get done in the coming days.”

The messenger nodded, saluted, and made her way for the exit, leaving Chrysalis alone once again.

A small smile graced her lips, now that she could betray it without fear of anyone seeing it. It was a satisfied smile, one which revealed that the game was going exactly how she wanted it.

Maybe no one was talking about her at the moment but she would be sure to change that with one act of sabotage at a time.

And as the bodies started to hit the floor and pile high, she’d be damned if she wasn’t going to be the first name offered up upon every pair of lips when the succession question finally grew pertinent. The only question was, how many bodies would it take?

The transition of Changeling Monarchs was rarely a peaceful event, though it was often fought on the battlefield of courtroom politics and back alley murders. Deals were made, alliances formed, and blocks began to take shape behind the few strongest candidates.

This transition was different.

Chrysalis knew it was going to be different when the news of the day crawled through her web of grapevines, flittering forth on half-true rumours.

Major Carapace was dead, stabbed by an unruly petty officer and gutted like the runt of the litter.

Almost immediately after this news broke, there were more rumours and stories of deadly brawls breaking out between the various mining camps that littered the hive. And all the while, the petty nobility stayed in their palace, coddling a Queen who was now comatose and barely clinging onto life.

The military was leaderless, the common folk turned to violent and destructive rabble, and the nobility was neutered.

There was only one branch of the hive which still retained any semblance of order and control.

The Intelligence Agency.

As Chrysalis stepped into her control room, she saw drones and troopers milling about, looking over maps and sheets full of figures. The air was heavy with chaos, tension seeming to dominate the composure of her usually cool collective of infiltrators and troopers.

No one seemed to notice her as she stepped through the crowd, allowing herself a small smile.

No one ever seemed to notice her, or stop her for orders or advice. Even as the head of her agency, she was still ignored, still that runt who had been looked down upon by hundreds of her siblings.

Though that wouldn’t be the reality for long as piece after piece of her grand performance fell into place.

She loudly cleared her throat, and all at once, everyone wheeled around and faced her.

There was fear in their eyes, a desire for safety, for stability. It was a toxic sensation, putrid and disgusting. Yet, to her, it was the most useful emotion of all. These were Changelings who just wanted things to return to normal, to stability and peace. And those kinds of Changelings were always the easiest to mold.

“What’s the situation?” Chrysalis asked, her smile fading as she took on her intended roll in this performance.

An officer glided towards her, offering up his clipboard. “To put it bluntly, Major Chrysalis, the hive is in a state of utter chaos. The palace is cut off from all lines of communication, the military is leaderless and has broken into bickering and violent factions, and the mines are all brawling each other. Reports are stating that we already have a death toll in the dozens and it’s only expected to get worse as the situation develops.”

Chrysalis nodded and pursed her lips, making a show of glancing at the clipboard which likely retold this in far more words.

“And how is the Office of Intelligence?” she asked, knowing the answer already.

The officer motioned around the room. “Alarmed but mostly intact. We’re lucky that you didn’t get taken out, Ma’am.”

Luck had nothing to do with it but Chrysalis played mum.

Instead, she observed the room, looking at the assembled faces and drawing out the moment. She could feel their fear, the emotion more satisfying than any tantalizing dollop of love. They were looking to her, the runt, the feeble-born, the grub who should’ve died. They were looking to her to be their salvation in this trying time.

Chrysalis allowed herself a small, instinctive smile before loudly clearing her throat. “What’s the situation with the rival factions in the military?”

“Captain Flutterwhisp, Lieutenant Rockhide, and Captain Wasp have split the armed forces into three factions. They are stationed around the hive and setting up rival juntas but are being kept away from the palace by the royal guard and loyalist forces. The only thing that’s stopping a concentrated push is the fact that the first faction that attempts this would likely have the other two form an alliance against them,” the officer explained.

Chrysalis nodded, marking down that Rockhide had done as instructed. He was one of her few legitimate friends in this hive and would make a fine head of the military when she took the throne.

“I want you to put our security battalions at the disposal of Rockhide,” Chrysalis instructed, handing him back the clipboard. “He’s the only one of that batch that I trust not to send this hive into complete and utter chaos.”

The officer looked noticeably uncomfortable at the request. “Ma’am, that’d be… you’d essentially be declaring open rebellion against the crown.”

“I appreciate your concern,” Chrysalis said, “but Our Queen is comatose, the palace is besieged, and the hive is in utter chaos. Her Majesty requires a strong regency council to ensure that the hive doesn’t tear itself apart until she recovers.”

Not that she would.

“And I believe that me and Rockhide would make for a sturdy backbone for this council,” she continued.

For a moment she thought the officer would deny her request. However, he simply nodded his head and moved over to a group of runners, being a good little subordinate and relaying her commands. Each of the drones nodded in turn, loyally obeying the chain of command, without question, and flying off to carrying on her directives.

This was the nice thing about Changelings. They were loyal, content, and most lacked any sense of ambition. They were the perfect weapon to be used by someone like herself.

And as the war room returned to its background state of duress, Chrysalis moved towards her desk. As she sat down, pretending to work on a situation that was completely of her own making, she started to wonder.

She wondered how the title Lady Protector would sound? How the throne would feel when the husk occupying it finally withered away? How grand it’d be when the Changelings who had mocked and ignored her, finally bowed at her hooves?

It was hard to be patient when such grandeur awaited.

But in the end, it wouldn’t be long until she found out.

“Lady Protector,” a voice called out, stirring Chrysalis as she scribbled away at her desk.

As she looked up, she saw that one of the Queen’s handmaiden had entered. She looked crestfallen, defeated, broken-hearted, and hopeless.

It was a collage of misery which revealed all she needed to know. That pained mosaic told her that the Queen had finally passed, leaving her mighty throne vacant.

It was an utterly devastating pain that Chrysalis only felt the opposite of as she realized that her moment of triumphant had finally arrived.

“What is it?” Chrysalis asked, playing her role.

“She… The Queen…” The Changeling sighed. “It has happened.”

Chrysalis paused for a moment and nodded solemnly, placing her quill back in its inkwell. “I see.”

She got up from behind her desk and made her way towards this handmaiden. She was so young and so pretty, yet even with her youthfulness she still stood a head over the supposedly fully grown Chrysalis.

A fact which Chrysalis tried not to let get to her.

“Major Rockhide would like to have a word with you,” the maiden said. “He rushed to the palace upon hearing the news.”

Chrysalis motioned for her to lead the way and followed her out of the office and into one of the palace’s antechambers. A Changeling officer waited for her, saluting as she approached. It was a nice gesture, one which made her feel respected in a manner that had been lacking for most of her life.

“Major Rockhide,” Chrysalis greeted.

“Lady Protector,” he responded. “I must admit that I am quite saddened to hear the news.”

Chrysalis motioned towards the door, dismissing the handmaiden as she nodded towards Rockhide. “Yes, I was quite distraught to hear about…” The girl swiftly slipped out of the room, leaving the duo in privacy. This allowed Chrysalis to drop her mask and offer a beaming smile. “Well…”

Rockhide chuckled. “We did it.”

“Yes, and I really must compliment you on how you managed to shatter the army in such a masterful fashion,” Chrysalis said.

Rockhide shrugged. “What can I say? When you’re in a den of shapeshifters, it becomes very difficult to figure out who the assassin is.”

“And your choice of weapon was a nice touch,” Chrysalis said. “Gutting him with his own sabre? Feels like something they’d write about in a play.”

“Well if we were Equestrians, sure. But we’re actually a species that needs to work for a living.” He shook his head. “So…”

“So,” Chrysalis replied.

“Once the mourning period has ended, I’ll make sure to announce my support for your candidacy for the Queenship,” Rockhide stated. “With the pit bosses effectively gutted and any rival claimants under my guard, I’m sure that no one will really have a strong case against you.”

Chrysalis smirked and motioned towards him. “And once I seize the throne, I’ll be sure to support all your plans for military grandeur.” She chuckled and flicked her wrist towards a grand map which hung on the antechamber’s wall. “Where would you like to have your military governorship, Major?”

The map was that of the continent, a gift from Equestria during one of their few bouts of peaceful relations with this hive. It had been a prized possession of the Queen, who had prided herself as a peacemaker. One of her many faulty characteristics.

Major Rockhide hummed and pursed his lips, mulling over the finer details of political boundaries and population centres. “How about a nice little fiefdom that stretches from Canterlot to Manehattan?”

Chrysalis snorted. “Are you looking for critique on that position or…”

“Those are my terms,” Rockhide simply stated, “You want to become Queen and that is the cost of such ambitions.”

Chrysalis nodded. “Then I will gladly accept your terms as long as you continue to swear your fealty to...”

“The hive,” Rockhide finished. “Of course, Your Majesty.” He chuckled, his note sounding so harsh to Chrysalis’ sensitive ears. “What a day? Who would’ve thought that the runt of our liter would become Queen?”

Chrysalis gritted her teeth, though tried not to show it, instead forcing a very strained smile upon her lips. There were few Changelings who she’d allow to get away with this kind of disrespectful attitude, especially once she took the throne. But if there was anybody, she needed in these trying times, it was Rockhide.

Though she was sure that such a formality would change in due time.

“These are interesting times,” she said. “And I believe we work well together when things get interesting.”

Rockhide nodded. “If I had a glass, I would say something along the lines of… here’s to our fruitful partnership.”

Chrysalis’ smile turned a degree more genuine, that little nagging comment slipping into the back of her mind. At least for now.

She made a show of holding up a glass that wasn’t there. “Then here’s to our fruitful partnership.”

And well the story from that point on isn’t one that really needs to get retold. Chrysalis took the throne in a total upset, much to the chagrin of pretty much every segment of Changeling society.

Her reign was marked by a stark contrast to her predecessor, where peace and level-headedness had once ruled there was now a cruel and iron-clad fist that hovered over the hive.

Chrysalis had not been kind to her rivals, remembering many grudges and allowing them to spill over into her purges and political appointments.

Though as Chrysalis reigned, she soon learned that she would never quite match the grandeur of her predecessor. She was still a runt, never growing enough to fill the massive throne she occupied, even as a monarch. She would forever look like an infant trying to occupy an adult’s seat at the table.

No matter how far her tendrils coiled around the hive, no matter how deep her influence seemed to soak into the very bedrock of Changeling society, there was no shaking that inferiority. There was no shaking her meagre stature or the fact that this led to smaller clutches of eggs and thus crippled and weakened her hive going forwards.

She of course maintained her promise to Rockhide, attempting to wield her hive like a sabre to shatter Equestria. And twice she nearly achieved this goal, almost breaking the damned alicorns over her knee and making them grovel.

But how had that turned out for her in the end?

She laughed as she looked down at her ragged appearance, at her tattered and unwashed clothes. She was alone, abandoned, like she should’ve been from birth.

Her dreams were shattered, ruined, her hive now in the hands of that grand traitor, Thorax, at least until he could find himself a Queen.

What was honestly the point of persisting, of carrying on this fight? If she were not such a coward, she would’ve thrown herself at a Timberwolf and allowed it the privilege of tearing her body to shreds. Though she doubted her frame would offer more than an appetizer to such a ghastly beast.

She stumbled through the forest, in a daze, with no destination of objective in mind. At this point, she didn’t even know if life or death was the more appealing conclusion to the day’s affairs.

What could she honestly do? What grand strategy could her, oh so brilliant, brain possibly think up? She was alone, without a hive, without any loyal following. She was a runt and not even a proper queen, unable to just start fresh in some new remote cave.

All she had to look forward to was survival, was persevering against the odds. And well, she’d done that for so long that she was growing quite bored of just attempting to etch out a meagre existence

She sighed and stumbled forwards, pressing through another branch. And as it parted, Chrysalis paused, seeing her first sign of civilization within this accursed forest.

There was a hut in the woods, with glowing candles licking within the windows and casting a feeble glow.

Outside a zebra mare walked around, hanging up laundry upon a clothesline. She looked far too normal for such an abnormal place. Well normal with the exception of the fact that her stature seemed to be sculpted from fine granite. Her body seemed to be formed exclusively of bulging muscles and performance enhancing steroids.

She moved gracefully as she worked, hanging up her clothing quickly before moving over to an object that stood before the hut’s door.

It was a totem of some sort, surrounded by a thin perimeter of pebbles and stones. It looked exotic, foreign, like it was from some long-forgotten land. Not surprisingly considering that its owner was from a species that Chrysalis had only heard rumours of, in the past.

The Zebra stopped as she stepped into the stone circle, touching a hand to the totem.

It suddenly glowed an eerie and mysterious green, the tendrils of magic wafting off of it and coiling around the Zebra’s forearm. It travelled through her appendage and soon coated her body in this same glow, her opened eyes glazed over and filled with a greenish light.

Chrysalis watched in awe as the Zebra seemed to grow in front of her. It wasn’t by much but she easily added a few inches in height, her powerful body even gaining a few additional muscles which fought against the unforgiving material of her leopard print gown. Which considering her strength, had likely come from an actual leopard.

After a few seconds of absorbing this cantrip, the Zebra drew her hand away and smiled. She patted the totem upon its wooden head and then stepped away, heading into her little hut. It would seem she was completely oblivious to the Changeling who was observing her from a distance.

Chrysalis allowed herself the first genuine smile she’d felt in days, the first little tendril of happiness and hope on an adventure otherwise fraught with tragedy and dismay.

At that moment, she was glad she hadn’t taken that fateful misstep into ending things. She was glad that she’d carried on with the course, even if it was just so she could witness this mere glimmer of hope.

For it would seem that fate was finally kind to Chrysalis, the little runt with a brain.

She scurried forwards, making sure to check her surroundings as she approached this mythical little artifact. There was no one else around, it would seem, only the zebra who had likely settled down for the evening.

Chrysalis grinned as she stepped into the stone circle, pleased that it wasn’t protected by some proximity spell that would fry her upon entering.

She made sure to give her surrounding one final look, confirming that there was no secretive figure waiting in the shadows to ambush her. When none appeared, she touched the totem, sucking in a breath.

The artifact did not zap her or kill her on the spot, merely tingling at her finger tips with some latent magical property. Chrysalis could feel the raw power that this device held, the raw mythical energy that was just begging to be released, like a partner on the edge of climax.

She grinned, chuckling softly as she could feel and see a wisp of green crawl up her forearm. This magical aura felt like a shot of some potent medical cocktail, making her feel both energized and stronger with every passing second.

And this wasn’t just some mere placebo effect, this was the real deal. She could see a bit more definition in her forearm, a bit more strength and power. Sure, it wouldn’t be enough to compensate for her otherwise feeble and runtish form, but it was something, a start.

At that moment, she became suddenly very aware of the fact that she was standing in the middle of an open space, just sucking up this thing’s magic. It wouldn’t do to remain here for long, lest she desired to be caught with her tattered pants down.

She drew in a breath and picked up the totem, surprised that such a potent artifact didn’t weigh all that much. Was it really only made of wood and decorative paint? That hardly felt appropriate for something so powerful and tantalizing.

No alarm sounded, no ward sprung to life to stop her, nor did the cabin door burst open and the hulking zebra rushed out to beat her to death.

So, she simply fled back into the forest, all the while feeling the totem’s power seep deep into her veins.

The magic was addictive, euphoric, and gave Chrysalis hope.

For the first time in weeks, she could feel her mind churning, producing a steady stream of strategies and ideas.

And as her mind worked and body continued to strengthen from the artifact, Chrysalis felt that glimmer of ambition once again reform within her breast. That mere wisp which drove her onwards, which kept her alive through every feeble step of her pathetic life.

She might’ve been a runt, but in the end, she would ensure that this runt would stand on top of the world and earn its respect.

Author's Note

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Chapter 2
View Online

Runt

Chapter 2

Chrysalis sat next to a fire, warming herself over its pitiful flames. A storm howled outside, hungry and ravenous with sheets of water falling from the sky. Thankfully, she had found a cave and was keeping herself mostly dry.

This was one of the many things she hated about the Everfree Forest. It was unpredictable, random. One moment it could be warm and humid, the next she could be washed away by a torrential storm, lost to the downpour and crackling lightning.

She felt warmer than she should’ve, however. This was from more than just the mere licks of the flames; this was something magical. Something which was fueling her onwards like a nice ration of love.

Her gaze settled upon the magical artifact she’d stolen and she wondered what type of magic was powering it, giving it this tremendous strength. Was it really the same kind of latent energy as the emotions she usually drained from ponies and feasted upon?

She thought emotional energy could only come from sentient beings. However, this artifact seemed to be feeding her with plenty to spare. For the first time in weeks, she felt legitimately full, gorged on a meal she wasn’t even actively aware she was enjoying.

It was interesting to say the least, though interesting was par for the course within this accursed forest.

She wondered if the zebra had finally noticed that her precious totem was missing. The last thing she needed was that hulking behemoth prowling the forest with a vendetta and a desire for her magical little trinket back.

Though Chrysalis could, at the very least, ensure that she was ready to meet this inevitable foe when she eventually went on the hunt. She might’ve been a runt but there was an easy and expedient remedy to this affliction.

She grabbed the artifact, and once more, it started to glow with such vigour. It was like it could sense Chrysalis’ desperation and shame, and was ready to address them in an instant.

Chrysalis held it out in front of her, over the flames, looking into the totem’s cold wooden eyes. They now glowed a vibrant green.

It really was a well-crafted piece of art, with an attention to detail that was surprising for something carved from wood. It was smooth and the features of the zebra’s wooden face looked natural and realistic, down to the wrinkles that creased its weary looking and aged complexion.

Before she could examine it further, however, the thing started to brighten further and an eerie mist wafted forth, coating her hands in a shroud of green. This aura soon crawled upwards, gliding along her forearms with an intensity that it had not had before.

It felt damp and chilly, like the dew of the Everfree the morning after a storm.

Was it reacting to her because she was actively trying to harness its power, or was this something else?

What was causing this sudden surge in potency? An emotional trigger, maybe?

As the misty aura travelled higher, Chrysalis winced, feeling a pain she’d not felt since her teenage years. She felt her body growing swiftly, feeling the joints, bones, and muscles within her arms expand and become far stronger.

Though surprisingly, the agony of such a sudden change was bearable for such an utterly transformative procedure.

The spell must’ve had an anesthetic quality to it, numbing the worst of these growing pains. For sure, they were torturous but they still felt well within her threshold and limitations. Maybe a lesser creature would’ve blacked out but Chrysalis was by no means lesser.

Higher and higher the aura travelled, moving up her arms and towards her shoulders before rolling down and covering her torso, belly, and legs in a shroud of magic.

As more of her body fell under the spell’s influence, Chrysalis’ pain grew, becoming universal. She heard little cracks and pops, like branches crunching under her hooves. It was a distressing sound, knowing that their source likely came from within her very own body but there was nothing she could do. Her hands seemed glued to the totem and her fingers were locked like a vice around the object.

The magic obscured her view, denying her a live showing of just what this totem was doing to her. The only sign that it was causing her to grow was the fact that she could feel her head moving away from the flames as her stature continued to multiply, her height increasing rapidly with every passing second.

She gritted her teeth and hissed, feeling even the dampened pain crawl along every nerve and muscle. How had the zebra managed to endure this with a smile?

Maybe it was only this barbaric the first time around?

The seconds seemed to drag on, feeling like hours as the spell ravished her body with such unfortunate efficiency.

It felt like a week had gone by, by the time the spell finally dissipated. Though Chrysalis doubted that even a minute had elapsed since the nefarious spell had worked its way into her.

The first thing she noticed, as the aura faded, was that her clothing now littered the ground, the tattered remains little more than dirty rags. Clearly the spell did not affect her attire, meaning that her already worn wardrobe had not endured intact.

Yet, even though she was nude, she didn’t feel a chill in her bones. It was strange. She couldn’t honestly remember the last time she’d legitimately felt this warm. Her thin and runtish body had never been particularly good at retaining heat.

“Strange,” she murmured, her eyes widening as she realized how much deeper her voice sounded. It was quite the foreboding growl.

It would seem that this interesting little spell also had its way with her vocal cords, strengthening and thickening them like it had every other muscle in her body.

She continued to examine her new form, seeing that she looked much fuller than usual. She was easily a good half-a-metre taller and her body was now toned.

Though she didn’t bear all of the muscles and mass she’d spotted on the zebra, missing a bit in terms of stature and power.

Still, she didn’t doubt that she was far stronger than she once was, with arms that were easily thick enough that a pony couldn’t comfortably get a hand around one of her bulging biceps. Hell, they might’ve even needed to use both for such an act.

She flexed it, for show, feeling a genuine sense of wonder and strangeness as a potent and foreign bulge formed within her arm. Was this what muscles looked like? Was this what they felt like? It gave her a sense of power, of authority and control. It was addictive in a way, with this little taste making her want so many more. Especially if they felt this wonderful.

“Holy shit,” she whispered.

Her breasts were also fuller, bigger than they had once been. While she had been a fairly endowed Changeling, at least by the standards of a drone or infiltrator, the totem had gained her at least a cup size and possibly even two, really bringing her in line with the standards of a queen.

For sure, she was still far from her goals, being quite stunted compared to her ancestral foremothers. Yet, she was nearer to them then she’d ever been before.

The only negative side effect of the spell, other than the brief bout of intense pain, was the sudden presence of a flabby belly. It wasn’t much of an issue, merely making her look a little chubby, but still, it helped reinforce her suspicion that the totem likely drew upon a reserve of some kind of emotional energy.

It would seem that by utilizing the spell, she was also feeding upon it. While that could prove dangerous with overuse, it also told her that she now had a reliable food source and no longer needed to expose herself to the Equestrians for sustenance.

This totem truly was a blessing.

She placed it aside, making sure to run one of her fingers across its head. It was shocking how much larger her digits now were.

“So, this is how it feels to actually be a creature of significance,” she murmured.

Chrysalis stood up and stretched, surprised that her hands now touched the cave’s roof. Previously, this was something she would’ve needed to flutter off of the ground to achieve.

Had she really grown that much? It would seem so.

Now she had to figure out what exactly she could do with her new stature, height, and power. She tried to think for a moment, though felt a strange fuzziness tickle at her brain, rolling across her lobes and clouding her judgement with a strange fog that seemed to deter intelligent thought.

Strange.

She shook her head and tried to ignore it. It must’ve been some lingering effect of the spell, leaving her a little hazy after so utterly altering her body. Not shocking, by any stretch, considering how significant the changes were.

The first thing she needed to do, however, was find herself a new wardrobe. As much as she enjoyed the sight of her own gorgeous body, she couldn’t very well stroll through the wilderness buck naked with all those branches and thorns just waiting to prickle at her tender carapace.

So, she tucked the totem away behind some rocks, smothered her meagre flames, and left the cave to go find something to wear.

Initially, her plan was to return to the Zebra’s encampment and steal some clothing while making sure that Amazonian brute hadn’t discovered the artifact’s absence.

For the life of her, however, she couldn’t seem to find the path she’d taken on her retreat to the cave. She told herself that this was merely due to the strange nature of the Everfree. Though she wasn’t quite buying that.

There was something else at play, there had to be. She had an impeccable memory and had formerly been able to remember things with a photographic capability. It was one of the reasons her mother had selected her to run the Office of Intelligence all those years ago.

There apparently hadn’t been a more capable drone in all of the hive. Unsurprising, considering the dimwitted nature of her siblings.

Now, though? Now, thoughts and memories were a bit fuzzier, a bit harder to call upon.

Surely, this must’ve just been a little bit of lingering exhaustion. Not even just from the spell but also from the weeks of rough sleep and being on the run. Such a state would surely wear down anybody. Even the brightest of minds would dull under enough stress and hardship.

But regardless of why her memories were absent, she still had a problem to deal with. Her lack of clothing.

The thing about Changelings, when it came to selecting attire, is that they could shape organic material for whatever purpose they desired. The only stipulation was that they could not create or destroy mass, meaning she couldn’t create a blouse from a mere leaf.

So, she needed to find a suitable stockpile of material in the first place. And while she knew that the Everfree had plenty of foliage, she had yet to stumble upon a single cotton plant, nor was she able to find even a single sheep to harvest for its wool.

This left her with two options. Either she could steal it from the zebra, who was proving to be difficult to locate, or…

She heard a growl rumble behind her. It was a deep and beastly sound.

Or she could hunt something for its pelt.

Chrysalis wheeled around and saw a leopard hovering from a nearby branch, glaring down at her, ready to pounce.

She smirked and lowered herself closer to the ground, adopting a stance that showed she was ready for combat.

By the standards of the Everfree, a leopard wasn’t the worst of its predators. In fact, it was pretty tame compared to some of the monsters and beasts that inhabited this accursed domain. Still, it was a carnivore. A hungry one at that, if it was desperate enough to try and tussle with something of her mighty stature

The creature leered at her.

Neither of them moved, merely staring each other down and daring the other to act first.

Chrysalis turned out to be the impatient one, her jagged horn suddenly glowing as she unleashed a beam of solid superheated plasma.

It was far more potent than what she was prepared for, her eyes widening as it launched forwards at a swift and unimpeded pace.

Had the totem also increased the power of her magic?

The beam plowed forwards with reckless abandon. Bolts arched outwards and ignited the nearby foliage, starting dozens of little fires.

Before it reached the branch, however, the leopard dove through the air, dodging it in the nick of time with only the tip of its tail getting singed. A wound that it liberally voiced.

What should’ve been a mere probing spell ended up exploding the tree, rupturing it into a powerful inferno. Splinters plowed through the air, pelting the forest floor and bouncing off of Chrysalis’ carapace. Burning charcoal and flaming leaves fluttered through the air in every possible direction, adding to the chaos.

Chrysalis was in awe, though paid only the barest amount of attention to the motion before snapping back towards the leopard. It was probably better to focus on the now angry predator prowling about, likely wanting to get revenge for its burned hide and wounded ego.

She saw the beast out of the corner of her eye and wheeled around to face it, slamming her arm sideways to halt its attack. This worked far too well, sending him flying through air, screeching as he tumbled upon the ground several metres away. The power of the strike was impressive as the beast must’ve weighed a hundred kilos.

Chrysalis blinked and looked down at her forearm. That should’ve shattered her bones, yet there wasn’t so much as a blemish left behind by the surprisingly potent assault.

Was her new form truly this strong?

The leopard was shaken but still in the fight, getting back to its paw and pressing close to the ground. It drew its chops back, revealing row after row of razor-sharp teeth. This would’ve been enough to shred any normal creature with ease.

Unfortunately for this beast, Chrysalis had abandoned normalcy with the first ration of magic from that intriguing little totem.

The two of them circled around each other, facing off and daring the other to make the next move.

This leopard was surprisingly patient, seasoned with a built-in proficiency for combat. It was a predator, designed by nature to hunt the most intimidating of creatures and feast upon them.

Chrysalis was more of a parasite, a being who existed to harvest the life force of creatures who actually produced something for a living. Combat was foreign to her. Yet, she was proving scarily adept at it.

The leopard snarled and lunged forwards, swiping at her with a massive paw.

Chrysalis weaved out of the way and brought up her knee, slamming it into the poor creature’s gullet. She could feel ribs give way and crack from the mighty impact, and soon, a tortured scream filled the air, with such a piercing gale, that it made Chrysalis wince.

Even if the beast was feral, Chrysalis could still feel that sensation of agony, wafting forth and corrupting her taste buds. It was delicious, though it provided little nutrition. Fear and agony were like a junk food, meant to be savoured and sampled upon as a treat.

The beast thudded to the ground and skidded across the forest floor until it collided roughly with a nearby tree.

Chrysalis stomped over to it, growling with a ferocity that had honestly been waiting decades to come forth. She had so much anger and fury in her, though very little of it was due to this creature. This poor feline just happened to be the trigger that unleashed a lifetime of repressed agony and outrage with the world.

A wash of negative emotions came forth with such unrestrained glee. Emotions that had plagued and hounded her since she was a feeble born, fostered through decades of impotency and weakness.

Now she was in power, now she was the apex predator who was going to get what she wanted through that same intimidation and strength she’d once been victimized by.

The beast tried to scurry away, conceding defeat. Though as it slowly got to its paws, Chrysalis’ magic coiled around its hindquarters, keeping it effectively pinned to the earthen floor of the forest. There would be no retreat for this defeated foe.

It lashed out and attempted to bite at Chrysalis but she could sense the desperation in this action. This was a beast that had been backed into a corner, desperate for survival and nothing more. Sadly, Chrysalis was not in a very forgiving mood.

Her lips peeled back in a sinister smile, revealing row after row of her own razor-sharp teeth. They must’ve looked so intimidating.

As she displayed them, the leopard started to whimper, its ears pressed tight against its scalp. It likely realized that its days were now numbered.

Chrysalis’ horn intensified and her magic now firmly clutched the creature’s head.

“I win,” she whispered before letting out a deep rumble of cruel laughter.

This sadistic cackle continued to grow. Her cruel voice was deafening and blocked out all other sounds, including that of the beast’s neck snapping like one of the forest’s many twigs.

And this laughter would continue to grow as the world around her burned.

Chrysalis had managed to return to the cave, finding her way back after only a little difficulty.

Now, she sat next to a glowing fire. Nearby, the hide of the leopard was strung up and taking in the fire’s heat. Tanning was a slow and laborious process, though Chrysalis was in no hurry.

She had everything she needed within the safety of this cavern. The totem ensured she had food, the trickle of rain provided water, and the forest outside was full of wood to burn for heat. It was a subsistence living but it was no longer a dire situation.

Though, as the demand to meet her basic functions faded, a new need arose. She had begun to grow bored and needed to address this fresh affliction.

Without the stress of survival bearing down upon her, she realized just how dull this destitute living really was. And she also realized how much her mind was slipping. Without conversation or a challenge to stimulate it, she could feel her mind churn at a far more lethargic pace, her mental capacity fading with every moment of solitude

Her gaze ventured deeper into the cave. She had never really explored the whole system, seeing no reason to do so, in the past.

However, exploration might offer a certain form of amusement.

So, she got to her hooves, wobbling a little as she adjusted to her still foreign height.

She’d allowed herself another meal upon returning, adding a few more centimeters to her already impressive stature.

The spell surely had a maximum capacity. It must’ve. It couldn’t allow her to grow indefinitely or that zebra would’ve been some hulking behemoth and not a mere Amazonian.

Unless the artifact was just as new to her as it was to Chrysalis.

She pursed her lips at the prospect and picked up a stick, pressing the tip of it into the glowing flames. It sat there for a moment until she drew it back, the tip now glowing and casting a feeble light outwards in every direction.

It wasn’t much but it’d be enough for her nocturnally-adept eyes.

As she got up and walked into the darkness, she realized that the cavern was far more extensive then she previously imagined. It must’ve gone on for quite some time. Thankfully, time was something she had an abundance of.

She ventured ever deeper, advancing at a casual pace. There really wasn’t that much to see, merely more rocks and granite.

At least, until the tenth minute of her journey.

She stumbled upon signs of civilization at this point. Or at least signs that there had once been civilization within these dreary tunnels.

There was a bronze brazier which still smelled of pitch and dried hay. Around it, a few skeletons that looked equine in nature. Though their bones were so dry and aged that Chrysalis doubted that they had lived within this century. Or likely, even this millennia.

A few metres away, stood a tarnished piece of silver that was oval shaped and about a metre-and-a-half high and a metre wide. Chrysalis approached it and used her hand to wipe away some of the grime that age had allowed to accumulate.

This revealed a well polished surface that reflected light nicely, allowing Chrysalis to get the first look of her face she’d had in ages.

Her appearance was wild, feral, her hair messy and gaze hollow and tired. It was a ghastly reflection to have to stare at.

With a snap of her fingers she fixed this, cleaning up and altering her appearance to be far more acceptable to civilized eyes.

A ragged piece of cloth clung to one of the many bleached bones and Chrysalis tore it free. Since it was made of an organic material, she used a little glimmer of magic to turn it into a clean cloth and wipe away the grime that covered the silver mirror.

She grinned at herself, loving the way her body looked.

Her gaze flicked to the reflection of the brazier, knowing that with some proper lighting she could truly appreciate her appearance.

She walked towards it and tossed her smoldering stick into the pitch and oil. For a second, she thought it wouldn’t catch but then the flames started to spread, the fuel still potent and full of energy just waiting to be spent.

Soon a powerful fire was burning, lightning up her immediate surroundings.

With that dealt with, she turned back towards the mirror, having a perfect view of her new body.

It was everything she dreamed of as a runt.

She was tall, powerful, and beautiful. She had muscles upon muscles with arms the size of tree trunks, that only grew as she flexed them. Her breasts were heavy and as she buffed up her pecs, they even managed to bounce up and down.

It was an impressive form, to say the least.

She felt a strange spark within her gullet, a lustful ember which warmed her crotch and inflamed her lower lips.

Was she… was she getting turned on by her appearance?

Was she getting turned on by her muscles?

She touched a hand to her throat and began to trail it down her body. She was surprised at how powerful and firm her flesh now felt. There was no softness to her skin but instead an iron strength that was infused into every muscle and refused even the slightest give.

It made her shiver, sending a lustful energy coursing through her.

She bit her lip as a tiny moan broke free.

Yeah… she was getting turned on by her body.

Her hand travelled lower, moving between her powerful breasts and along her chubby belly as two of her fingers went for a special destination.

She shivered as her digits probed at her lower lips, a hungry noise gushing forth from her maw.

Her pussy was already soaking wet, just begging to be stimulated.

She drew her fingers away, as she felt juices coat them, inspecting the moisture and pleased to see that it clung to her digits in such thick dollops of lust. It had been eons since she’d felt this level of pleasured satisfaction.

She popped her fingers into her mouth, suckling them clean and savouring the delicious flavour of her depravity.

Once they were cleaned, she brought them back towards her cunt, stroking at her folds.

Chrysalis watched her reflection in the mirror, leering at herself as she gently toyed with her crotch.

She could see the pleasure in her face as it contorted. She could see the orgasmic shudders of pleasure eb through her body as she probed and prodded at her lips. She hadn’t even parted her folds yet and she was already feeling like she was on cloud nine.

After a bit more stroking, she drew in a potent breath, using it to build up the willpower to plunge into herself.

She whimpered and whined, pushing her fingers slowly into her hungry sex. Her folds parted so easily, the wetness making her movements so fluid and efficient. Her digits seemed to course with a potent and latent energy, tingling at her sensitive walls as she stroked at them and edged herself deeper. A moan flittered forth upon a hushed breath as she managed to get her fingers all the way in, to her knuckle, in one smooth motion.

Her fingers wiggled back and forth and Chrysalis watched as her muscles tensed at the stimulation, growing harder and stronger.

This was the body she had always wanted, a form that could be respected through intimidation and fear. Yet to her, these traits were the most attractive thing she could imagine.

Was it strange to be masturbating to the image of one’s own self? Probably, though Chrysalis knew she had a massive ego to contend with.

“Mmm, who’s a naughty little queen?” Chrysalis asked, chuckling as she realized she was not so little anymore. “Well not yourself but…”

She whimpered, feeling her digits probe at an especially receptive spot. It was fun to venture around within her body once again. It’d been ages since the last time she had a partner and even longer since she attempted masturbation.

There were worse ways to pass the time and she soon found herself enjoying the carnal company of her fingers. They were such a reliable and obedient companion.

She used her other hand to fondle with her labia, gently caressing her clit. It was so wonderful, probing, fondling, and stroking at it with such vigour and lust. She was controlled with her motions, knowing just the right amount of intensity to employ, lest she risk overstimulating her poor body.

It was funny, in a way. She was so powerful, yet such small motions could control her with surprising ease.

On and on, she drove herself, edging with more and more vigour. She could feel that ember within her gullet catch flame and smolder with a potent and intense heat. No amount of fingering and stimulation seemed to smother this fire, instead making it even more intense.

She closed her eyes and clenched her jaw, letting out a pleasured little note upon an airy breath of utter euphoria.

Orgasm was oh so close, tantalizing and tempting her onwards. Faster and faster her fingers stroked, pumping away with such unrelenting vigour.

Her whole form felt tense, like she was balancing on a wire just begging to split and plunge her into the blissful embrace of orgasm. She clenched her teeth even tighter and closed her eyes, imagining what her ideal body would look like.

For sure, she was an amazon but how much better could she possibly make herself look? She imagined herself being even taller, her body sculpted from even more muscles and mass, like a goddess of vengeance and war.

A faint moan dribbled forth as she envisioned one her large, tree trunk sized, calves pressing down upon Celestia’s skull and cracking it like an egg.

She moaned, imagining a body capable of conquering all of her foes, of making them grovel at her hooves

She thought of grandeur and conquest, of a victory which was tempting her onwards, lingering upon some unforeseen horizon.

And, just as she thought of herself as Empress of the World, she felt that fire in her gullet finally consume her. She cried out loudly, shuddering as climax took her.

Her whole body gave into the sweet embrace of orgasm, her fingers soon soaked in juices as her walls tried desperately to clench around them. She came, hard and long, her abundant essence draining along her powerful thighs and dripping onto the cavern’s floor.

Chrysalis opened her eyes and smiled at her reflection in the mirror, drawing her digits out of her well fingered hole and holding them up. She wiggled them in the air, loving the way the light sheened off of the juices that covered them.

She flicked them clean and looked further into the cave, wondering if there was a reason to continue her exploration.

It took a moment for her to make up her mind, but in the end, she shook her head and instead turned towards the mouth of the cave, heading back towards her makeshift camp.

There really was no need for any further adventures, she’d found the most fulfilling form of entertainment imaginable, masturbation.

With a clear mind and well-worn body, she shuffled along, allowing her productive mind to start churning again. It seemed to be working much better this time around; now that she’d had a nice bout of stress relief.

She wondered what her next move would be.

The pieces seemed to be falling into place for some kind of resurgence.

She had a reliable food source, which just happened to double as a power pack that could strengthen her body with every feeding. And as her power grew, it only made sense to use her new found strength to further those ambitions she once had.

After all, the Everfree was close to a certain township, with a certain castle, with a certain prissy bitch of a Princess sitting upon her throne.

And well, it might not have been as grand as Chrysalis’ throne but she thought it would do well enough in the interim.

A sinister smile spread across her lips as the dominos took shape, falling into place.

All it would take was one little push to send them into motion.

And Chrysalis knew just the push to give.

It was time to go to war.

Author's Note

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Chapter 3
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Runt

Chapter 3

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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Epilogue
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Runt

Epilogue

Chrysalis laid upon the cold metal table, looking up at the dim light that bobbed back and forth over her.

It had been a few weeks since her defeat at the hands of Twilight Sparkle and every day she wished she’d taken that offer of redemption.

This facility was not a nice place and they did not treat her with even an ounce of respect or compassion.

A doctor, clad in white, approached, placing a hand upon her hip. In his hand was a bumpy looking metal rod that was about the size of a well-endowed stallion. It was some kind of monitoring device, used to check magic levels or something.

And for some strange and sadistic reason, it just so happened that the only place it could be effectively used was…

The doctor began to press it into her lower lips, pumping it slowly into her body, giving her little time to adjust to its presence.

She moaned and hated herself for doing so, a blush creeping into her complexion.

What was this place?

Chrysalis could only guess.

Clearly, the Equestrians, while friendly with the Changelings, didn’t trust them one bit and were developing all kinds of counter measures just in case they ever decided to return to their nefarious ways.

Though to test these counter measures they needed a subject, a Changeling who had not been reformed.

And really there was only one option.

She was that test subject.

With the monitoring dildo crammed in her cunt, the doctor began to apply all sorts of sensors to her body, covering her naked form from head to toe in little probes and beacons.

It was humiliating but with her horn encased in a runic mold, there was really nothing she could do about it.

“Test number seventy-nine,” the doctor said, speaking into a tape recorder. “We will be determining the effectiveness of an electrostimulation upon the Changeling body and seeing if a potent electric charge can temporarily halt the ability of Changelings to maintain their disguise.”

Chrysalis gritted her teeth but remained silent, not wanting to give this doctor anything that would betray her helplessness.

As he walked towards a nearby switchboard there was only one thought on Chrysalis’ mind.

She so gleefully wondered what his screams would sound like when she disembowelled him.

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