Challenging the Changeling

by SpoonfedArt

Rating: mature
Tags: Porn, Fetish, Comedy, Queen Chrysalis, Princess Celestia, Sex, Twilight Sparkle, My Little Pony: Friendship is Magic, Princess Cadance, Alternate Universe
Length: 12419

Twilight uses her well-honed fellatio skills to fight the changeling menace. Somehow, it works.

The preparations for Shining Armor's wedding with Princess Cadance are in full swing. Yet Twilight holds great suspicions about her brother's soon-to-be wife. Her gravest fears come to unfold as Cadance shows her true villainous nature during their confrontation, teleporting Twilight into the cavernous depths of an abandoned Canterlot mine to rid herself of the nosy unicorn.

Twilight isn't so easily defeated, though. She sets off in search of an exit, seeking to stop Cadance's plans before they come to fruition. What kind of challenges will she have to deal with on her journey? Sucking huge alicorn cocks, mostly.

Contains: Futa Princesses, Futa Chrysalis, large cocks, oral focus, deepthroat, rough facefucking, cock worship, musk, huge amounts of cum.

Edited by: δelta κ.

A commission for Donttouchmysqueenus.
If you want to order a commission too, check this out.

Cover art is a crop from a (NSFW) picture by DimWitDog. Derpibooru id: 1963102.

Published 2021-01-30 00:10:01 UTC
Last updated 2021-01-30 00:10:01 UTC

Chapter 1

The darkness was all around her. Only the soft purple light emitted by Twilight's glowing horn illuminated the caverns. She could see the crystal walls beside her well enough, but discerning the details of the tunnel was ever more difficult with distance; darkness reigned supreme in its gloomy depths. The cavern's reflective surface invited even further confusion, filling the space around the mare with misleading reflections. Twilight had lost count of how many times she had frozen in place after seeing some movement in the darkness before her, only to realize it was her own mirrored image all along once she sent out a surveying burst of light. As if just to make things even more difficult for her, the tunnel twisted and turned, splitting into different paths and then looping around, all seemingly in an effort to make the layout as confusing as it could possibly be.

Despite the difficulties, Twilight felt she was making steady progress. She groped through the tunnel with her magic, checking the walls for weaknesses and trying to spot any magical interference. She made sure to commit the layout of the caves to memory, walking cautiously through the unexplored depths.

There was no place for failure — her own brother's fate depended on her now! The suspicions she held about Cadance turned out to be all too correct, in the worst possible way. She staunchly and expertly pretended to be innocent, even managing to turn Twilight's own friends against her. And as soon as Twilight lost the remnants of her support, Cadance struck back, sending the unicorn mare down into this cavernous pit of darkness and despair.

But Twilight wasn't so easily defeated. She'd climb out from the very depths of Tartarus if need be, and then she will wipe that smug smile clean off of Cadance's lying mouth!

Twilight's enthusiasm had begun to dampen somewhat after a full hour of wandering around the gloomy tunnels of the abandoned Canterlot mine. She was slowly getting used to the sounds of her steps echoing in the still silence of the cavern, as well as to the reflections dancing along the walls around her. But at the same time, doubts were starting to creep into her mind. She wondered if she'd missed a turn that would lead her to the exit or if there even was an exit out of this damned place at all.

The passage was largely uneventful, other than a few occasional false scares; and that, at least, made Twilight feel a bit better. Facing some monstrous abomination in the hellish depths of dark, long-forgotten caves didn't exactly sound like a fun time to her. The utter silence of the deep underground was definitely quite daunting, but it was also strangely peaceful.

At first, she didn’t hear the muffled noises coming from beyond. The soft, irregular sounds were almost completely obscured by the echoes of her own steps, and so she might’ve easily passed the distraction by. But Twilight was mindful enough to use the surrounding silence to her advantage, settling into the habit of occasionally pausing her journey and carefully listening to the darkness beyond, alert to any possible threats or sounds from the outside. Her cautiousness paid off, allowing Twilight’s ears to discern the soft whimpering coming through one of the tunnel’s crystal walls.

She approached it slowly, trying to be as silent as possible. Was it just some natural occurrence, or a devious trap set up here by her captor? Whatever it was, Twilight had to study it first, and then she’d decide whether to engage further or simply pass it by. As soon as her arcane aura reached out to the wall to examine the obstruction, she noticed something strange. There was something different about a particular section of the tunnel, exactly where the sound was coming from. It couldn’t be a coincidence.

Twilight’s heart raced as she took one silent step after another closer to the cave’s wall. She was increasingly convinced that the obstacle was artificial in nature, a product of some strange spell that blended illusion with reality. It looked just the same as the wall beside it, covered with warped reflections of the timid purple mare staring back at her. But it was much thinner; Twilight could sense a hollowing just beyond it and then… something quite unusual residing inside. She didn’t know what it was, but she was too intrigued to simply leave it be.

Even if it was some kind of trap, she would rather face the danger now than leave it lurking behind her, Twilight resolved. She could utilize the advantage of surprise to take her opponent off guard too, if there was one waiting for her.

After thinking for a bit, Twilight couldn’t come up with any better idea than to simply blast the wall with a powerful impact-spell. That should clear the path quite well, and it might also temporarily disorient her enemy.

Her horn began glowing brighter as she charged the spell, its purple glare rapidly rising in intensity. For a few seconds, the caverns were filled with the unnatural arcane light. A sharp whistle sounded through the air as Twilight discharged the conjured spell, followed by an earth-shattering explosion.

The wall was smashed into pieces, crumbling inwards and filling the air with dust. A wailing scream coming from inside reached Twilight’s ears, but she could not allow herself to be perturbed by it. She ran into the opening, jumping on top of a prostrated pony figure with a triumphant yell.

“HUH! Got you! What are you doing here, answer me!”

“Pleeeease… I’m… I’m…”

“Cadance?! It’s you, you lying villain! Did you want to ambush me, huh?” Twilight asked, forcefully pinning the mare to the ground.

“I didn’t! Please… you have to believe me. I’ve been kidnapped and replaced by an impostor.”

“Likely story. You really think I’m gonna believe you now?” Twilight’s looked at Cadance with great suspicion evident on her face. Inside, though… the doubt began creeping in. Something wasn’t adding up here.

“Don’t you remember me, Twilight? How about this... 🎵 Sunshine, Sunshine, 🎵” – Cadance suddenly sang out with a smile, catching the young mare off guard – “🎵 Ladybugs awake, 🎵 Clap your hooves 🎵” – She hit Twilight’s hoof with her own – “🎵 And do a little shake! 🎵”

Cadance quickly turned around, shaking her butt at the stunned mare as she finished her little song. It all happened so quickly, Twilight didn’t even notice how Cadance managed to get up from underneath her... but she certainly didn’t miss the alicorn’s fat posterior waving right in front of her face. And when Twilight’s gaze fell on a pair of large pink orbs gently swaying underneath her former foalsitter’s ass, her disposition changed immediately.

“I knew it!”

“What do you mean, Twi…” The alicorn mare turned back around with a hasty jump, afraid that her performance had fallen flat. In truth, though, it was more of the opposite. Twilight was quite interested indeed… except all of her focus was now on the alicorn’s crotch!

“Wait! Let me explain…” Cadance tried to hide her flaccid cock from the other mare’s inquisitive gaze, but found little success. The damn thing was just way too large and unwieldy, drooping down heavily under its own massive weight. Cadance’s futile efforts only served to pique Twilight’s interest even more.

“Oh, don’t worry, I already have some experience with this…” She bent down, inching forward and trying to get an even closer look at Cadance’s meaty shaft. “Mmm… smells nice.” Twilight inhaled deeply, drinking in the alicorn’s potent musk.

Cadance was shocked, to say the least. She stared dumbly at Twilight, struggling to come up with a proper response to this strange turn of events.

“Umm… well… Twi… you are not… not surprised?”

“Nope,” Twilight smirked, glancing briefly at Cadance’s face. She quickly turned back to the alicorn’s crotch, looking at it with hunger and running her tongue over her lips. “I’ve already run into a few of these, actually.”

“... You have?”

“I’ll explain it later! We need to take care of you first.”

“Well… guess you’re right. I need to get to the wedding… but I’m just soo terribly exhausted. I don’t even have enough strength to cast a spell to hide this… thing.”

The imprisonment had certainly had quite an effect on the poor mare. Her usually pristine pink coat was now marred profusely with dirt and her once-radiant mane had hardly fared any better. The tiredness was now evident on her face too. As the surprise of her rescue dissipated, Cadance’s eyelids began drooping down visibly and she had to struggle to keep her eyes open. Twilight could see all that clearly… at the rare moments when she wasn’t staring at the alicorn’s cock, that is.

“Hmm… I think I know what we should do.” Twilight responded after a moment of contemplation. “Sit down on your haunches here, I have a plan on how to energize you a bit.”

“Uhh… okay.” Cadance was clearly quite confused about Twilight’s intentions with this, but she followed her directions nonetheless. It became quickly apparent to the alicorn mare that her cock would be on full display in such a position, but as long as Twilight was fine with that…

Twilight was more than fine with Cadance’s fat dick waving in front of her face as it turned out. While previously her interest could be excused as just an unusual amount of curiosity on her part, now the ravenous desire in the young mare’s eyes was all but impossible to miss.

“So… what exactly do you want to do?” Cadance seemed to be mentally preparing herself for the coming answer. She was still hoping that Twilight’s apparent interest in her genitals was only a temporary distraction…

“Well, I’ve been thinking… a nice cocksucking session would do you a lot of good. You must be quite pent up now, I’m sure.”

“That’s… uh…” Cadance might’ve been expecting something like this, but the bluntness of the mare’s response still took her aback. “Are you really okay with doing… that?”

Twilight didn’t fail to notice that Cadance hadn’t actually objected to her idea. The alicorn’s shaft throbbed visibly too, beginning to slowly harden and straighten up right before Twilight’s eyes.

Cadance was clearly aware that the thin veil of normality she was still trying to keep up was quickly dissipating. She might’ve sounded unsure, but the eager reaction of her body simply couldn’t be denied. It made Twilight bold enough to begin pushing her face ever closer towards the alicorn’s dark-pink cockhead. And with her shaft steadily growing erect, Cadance’s tip rose up in turn, as if stretching out to meet the warm embrace of Twilight’s lips.

She was close enough now that her breath tickled Cadance’s sensitive skin, and still the alicorn remained in place, passively allowing Twilight to move ever nearer. The little minx puckered her lips, pushing herself further forward and finally placing a passionate kiss just around the Cadance’s slit. And the alicorn’s shaft pulsed powerfully in response, drooling out the first helping of cockslime into Twilight’s hungry maw.

Cadance moaned out, not able to stop the salacious sound from escaping her mouth once the pleasurable sensation assaulted her mind.

Unsurprisingly, Twilight was visibly pleased with herself. The corners of her lips stretched out into a perverse version of a smirk with her mouth still pressed tightly into the alicorn’s wet cockhead. She gave Cadance a knowing glance before quickly turning her attention back to the most important thing in the room – the delicious alicorn horsecock clearly in a dire need of an emergency deepthroat session.

Twilight opened her mouth wide, gobbling up the fat tip of Cadance’s dick in one trained move. She pressed on further without hesitation, beginning to steadily submerge the rest of the alicorn’s shaft between her plush purple lips.

“You don’t need to… ~Aaah~” – Cadance’s sentence was broken by a hearty moan as Twilight’s mouth reached her medial ring – “to-to... push yourself so hard for me.” She finished quickly, barely stifling another moan.

Twilight looked up, only giving Cadance a suggestive wink in response before she launched forward, expertly taking the alicorn’s dick to the very hilt. Her snout rested in a patch of soft fur above Cadance’s crotch, so tightly pressed into it that the alicorn’s pink hairs began invading her nose, tickling it lightly from inside. The gentle, sweet smell of Cadance’s coat mixed explosively with the potent mind-bending stench of her cock. Twilight couldn’t say if she so particularly enjoyed it because it reminded her of their common past, or because she was simply craving Cadance’s cock that much. Had to be a bit of both, she concluded after taking a few more breaths of the intoxicating smell.

The breathing didn’t come easy though, as Cadance’s massive shaft had almost completely blocked her windpipe. Twilight had to make do with what little air she could get, and even that consisted mostly of Cadance’s crotch musk. She certainly didn’t mind the smell, but the lack of oxygen was a bit of a pain for sure. During one of Celestia’s ‘oral’ exams, Twilight had actually once exerted herself so much that she’d almost blacked out while gagging on the Princess’s huge cock. That was definitely quite an embarrassing experience! Luckily, Celestia was happy enough in the end, if only a bit worried for her overeager student.

As Twilight felt her air supply beginning to dwindle, she started slowly moving her head back and freeing up Cadance’s fat shaft from between her cocksucking lips. The whole process looked a lot like some perverse magical spectacle, leaving Cadance mesmerized by the display. It seemed as if the mottled-pink cockflesh escaping Twilight’s mouth was just never going to stop coming, so much dick had the mare managed to hide inside her tight throat.

But all good things come to an end, and so eventually did the Cadance’s princess-sized dick. On the other hoof, the process of sloppy cock worship was only starting out. Twilight immediately assured Cadance of that, pushing her face back into the mare’s lap and again swallowing up the whole length of the alicorn’s thick shaft. It throbbed inside her mouth, growing larger and harder yet. Twilight particularly enjoyed these moments – when a cock within her throat was not yet fully erect, slowly swelling up and becoming firmer, pressing demandingly into the walls of her gullet. It was also a great oral exercise, as Celestia had taught her. The Princess even made sure to conduct a number of lessons during which Twilight had to keep her mentor’s flaccid fuckstick inside her throat until it grew fully hard and erect.

She used that knowledge to her advantage now, carefully controlling her breathing and the movements of her inner muscles while she pressed her face into Cadance’s crotch. This way, Twilight could remain in place for some time, as her throat continued to massage the whole length of the alicorn’s shaft. Cadance seemed quite pleased with the arrangement, at least judging by the regular moans and pleasured exhales that escaped her lips.

Once Twilight was satisfied with the amount of attention she’d given to the alicorn’s throbbing cock, she decided to move back again, running her tongue eagerly around Cadance’s thick meatpole as she freed it inch by inch from the wet confines of her mouth. She stopped for a moment when only the tip remained in her mouth, making several quick laps with her tongue along the firm ridge of Cadance’s cockhead before finally popping it out from between her lips.

Instead of going for another round of deepthroating, Twilight swiftly dived down, pressing her face into the alicorn’s heavy nuts before Cadance even understood what was going on. If she was worried for a moment, those concerns quickly dissipated as she felt the mare’s warm tongue make contact with her sweaty ballsack. Twilight left several long, broad licks along its salty surface, finishing up with a deep tender kiss just below the base of Cadance’s cock.

Instead of pulling away, she continued on from there, pushing her tongue out and gliding it along the full length of Cadance’s shaft as she moved back to the alicorn’s drooling cockhead. A small pool of precum was already waiting for Twilight’s mouth there, and she wasted no time slurping it all up, even prodding the alicorn’s slit a little bit to coax some more of that delicious dickslime out.

Twilight moved her hooves up towards Cadance’s balls, starting to massage them gently while her mouth was busy worshipping the alicorn’s cock. She was already going in for another round of deep loving, stretching out her lips and wrapping them around the broad tip of Cadance’s breeding tool. This time Twilight swallowed up her dick even faster than before, quickly pulling back after, only to immediately smash her face into Cadance’s crotch once again. The young Princess might not have been yet comfortable enough to fuck Twilight’s face, but the pervy unicorn certainly was making it up for it quite well. She looked up at Cadance with the biggest puppy eyes she could muster, all while her head glided back and forward along the alicorn’s cock, swallowing the huge tool up only to release it a few moments later.

With all her appearance, Twilight seemed to be practically asking her unusually timid partner to put her hooves on top of her head and just fuck her mouth like it was a fleshlight. It certainly seemed like one too, given the ease with which the mare managed to gobble up that huge piece of pink cockmeat again and again.

Unfortunately, Cadance was in no position to take initiative now. She was still stunned by the all debauchery that her little Twilight had so casually unleashed upon her. Even more importantly, Cadance already felt a big load coming up; her balls swelled up, preparing to pour all their backed-up contents into Twilight’s hungry mouth. Cadance’s body grew tense as the beginning of her climax took hold. She nearly froze in place and all of her attention was directed to the potent explosion of pleasure at her crotch.

Cadance had certainly never imagined that she’ll be feeding a full-course meal consisting solely of her nasty sperm to the bookish unicorn she’d spent so much time caring for in the past. But now she was doing that exact thing, and she just couldn’t bring herself to put a stop to it. Despite the utter depravity of it, Cadance felt strangely at peace as she unloaded a bucketful of her jizz directly into Twilight’s tummy.

Luckily, Twilight happened to be just as eager to feed upon Cadance’s baby batter as the alicorn was to dispense it. After all, she just found a new flavor of cum and that alone was enough to excite her with all the novel scientific prospects that it opened up! Twilight could mix the Princesses’ loads in different proportions, creating a variety of jizz-cocktails to feast upon. Now that was the kind of experiment she certainly wouldn’t mind doing.

For now though, she was quite happy to simply fill her belly with a load of pure Cadance™ sperm. If her cum-mixing experiments were ever to happen, they would most likely have to be done within her stomach first, as the place preferred both by Celestia and Luna when it came to releasing the contents of their balls.

It was quickly becoming Cadance’s favorite too. Few things in the world could compare to sending a shot after shot of her thick sperm in Twilight’s maw, all while her cock was expertly massaged by the mare’s throat. The lustful expression with which the unicorn was looking at Cadance as she drained the alicorn’s nuts completed the picture, ensuring that this elated moment would remain in Cadance’s memory for a long, long time.

But while the memory could last for quite a while, Cadance’s climax, unfortunately, couldn’t, although it did take her a bit of time to fully dump her load between Twilight’s lips. Even Cadance was surprised at just how long her cock kept spurting out ropes of jizz into the mare’s stomach, but eventually, it too came down to a slow trickle.

Twilight could feel the throbs of Cadance’s shaft grow sparser and progressively weaker as her climax came to an end. This was the moment when her cock was most sensitive, Twilight knew, and thus it required special attention. She pulled back slowly, occasionally swishing her tongue around the shaft as she did so. The nerdy mare made sure to look Cadance directly in the eyes all the while, letting the alicorn know just how pleased she was to take her load.

After all of Cadance’s dick was finally freed from its captivity in Twilight’s cock-hungry mouth, she left a loving tongue kiss directly on its tip, sucking in the remains of the alicorn’s release.

“Don’t you feel much better now?” Twilight asked before giving the alicorn’s cock another lick.

“I-… I do.” Cadance responded hesitantly. “I think I still need some rest. At least to recover a little bit from…” She looked unsurely at Twilight’s jizz-smeared face, “... from uh… this.”

“Mhmmm~” Twilight hummed approvingly, continuing to suckle on Cadance’s dick. She certainly had no problem with getting some more 1-on-1 time with the alicorn’s shaft. Cadance’s release had not reduced Twilight’s interest one bit – she was still eagerly rubbing her pretty face across the Princess’s wet cock, enjoying its heavenly smell with each breath she took.

“So… how did you find me, Twilight?” Now that Cadance’s orgasm had finally died down, she became acutely aware of the many unanswered questions that still remained hanging in the air.

Twilight, on her part, seemed more interested in slobbering over Cadance’s thick cock than she was in investigating the strange events of the last few days. She responded without even moving away from the alicorn's crotch, pausing to pepper the Princess’s dick with licks and kisses in between the words.

It took Cadance a good bit more time to get the answers out of Twilight this way, but it was impossible to deny that the process was definitely quite enjoyable. It gave her an opportunity to have some more rest too. After all that had just happened, she’d certainly needed it. It would be a while until they started their journey out of these underground depths, but it would be a pleasant while, of that Twilight made sure.

Among all the sucking and slurping, Twilight eventually managed to relay the necessary information to her former foalsitter. It was quite a shock to Cadance when she learned just how successful Chrysalis was in assuming her role, completely fooling the royal staff, nobles, princesses, and even her precious soon-to-be husband. Twilight was the only one who came close to uncovering the changeling’s disguise and she paid dearly for it.

But even more shocking was the knowledge of just how much time Twilight had spent sucking Celesita’s huge throbbing cock during their regular ‘study’ sessions. She never imagined that the little nerdy mare she knew for so long would become a complete and utter slut in a matter of just a few years. If only Cadance had heard anything about it earlier, she’d… well... she’d probably just join in on the action, really. After all, she’d felt firsthand how difficult it was to say no to the purple mare while she was so joyfully worshipping her dick. Twilight could certainly be very persuasive when it came to getting her daily fix of drooling alicorn cock.

But no matter how much either of them might’ve wanted to keep the fun going, they couldn’t say in these tunnels forever. The fate of Cadance’s marriage, and maybe even of the whole Equestrian Kingdom depended on it. It was difficult for the alicorn to put an end to Twilight’s oral worship of her shaft, especially considering that the purple mare had been teasing Cadance all this time, making sure her cock was hard and throbbing yet again after her first release, but not giving her nearly enough stimulation to reach the second one.

Cadance wasn’t sure if it was her climax that had revitalized her, or the rising desire for the next one. Whatever the case, she really did feel quite a bit better now, and so she couldn’t delay anymore, or else all might be lost!

Twilight eventually pulled herself away from Cadance’s dick. She knew just as much as Cadance did that she shouldn’t waste time here, even if she wasn’t happy about it. As the pair gathered themselves, preparing to begin their search for the exit, Twilight still couldn’t stop glancing at Cadance’s cock again and again. It was by far the most interesting object in the room, by Twilight’s reckoning, at least.

But they had an arduous journey ahead, and steadily her focus moved back to her original task. Once Cadance was back on her legs, she used her renewed powers to cast a concealment spell on her crotch, hiding her genitals from view to make sure that she wouldn’t appear at her wedding with her huge cock swinging around the place. That also meant that it wouldn’t be a distraction for Twilight anymore, making it easier for her to concentrate on finding a way out. They still had a long and potentially perilous road ahead after all, and she needed all her wits about her so they may reach their destination safely. Or so Twilight had thought...

How surprised she was though, when after a few moments of wandering around, Cadance broke into a mfucking song, running like a mad mare through the abandoned mines and singing to some imperceptible tune all the while. Twilight had to gallop at nearly full speed just to keep up with her. Luckily, with all the screaming Cadance was doing, it turned out to be pretty easy to track her even through the maze-like structure of the tunnels.

The surrounding caverns, carts, and old rotten railroads passed by like a blur as Twilight ran after her. Cadance’s mad rush seemed to be working somehow – they were clearly moving up, getting closer to the surface with each passing minute. The dank underground air was growing fresher too, indicating that they were on the right track.

When Twilight finally saw the Sun’s light shining from the end of the tunnel, she ran even faster to reach it. Cadance seemed to be similarly reinvigorated by the sight of the exit, almost flying off from the ground as she used her wings to speed herself up.

The guards that patrolled around the mine entrance were no doubt quite surprised to see two mares wildly running out of it. Neither Twilight nor Cadance had any time to explain themselves. They headed straight to the royal throne room to interrupt the planned ceremony, paying little attention to anything else on their way there.

The pair ran through the castle in a flash, leaving the staff too stunned to even try to interrupt them. The guards clearly knew well enough not to stop a princess in a hurry, especially when she was accompanied by Celestia’s personal protégé, leaving their path open as they stormed through richly furnished rooms and corridors. They needed the haste too, as it turned out, since the wedding ceremony was just about to begin.

Twilight and Cadance burst through the final doors, stunning the wedding guests with the unexpected entrance. And when their gazes fell on the near-identical twin of the bride, a wave of surprised remarks and whispers went through the crowd. The mood in the room had changed dramatically, and all were watching anxiously as the rugged and half-exhausted Princess walked through the hall, staring accusingly at her impostor.

“That mare is a changeling!” She pointed at the bride, seething with righteous anger.

“Princess Celestia! Stop the ceremony! That is not the real Cadance!” Twilight joined in, shouting across the room to her mentor.

The accusations rang loudly through the air, shocking both the audience and the Princess. Celestia looked in confusion upon the ‘bride’, studying her carefully, as if she’d just seen the mare for the first time in her life.

“What is your answer to these accusations… Princess Cadance?” The ruler of Equestria inquired in a slow and measured tone. Despite the calmness in her voice, everyone in the room could feel the tension hanging in the air. A few guests looked at Shining Armor in the hopes of hearing some response from the groom, but the stallion stood still and silent, wearing a distant, absent expression on his face.

After a few seconds of tense silence, during which Cadance-in-question seemed to have been evaluating her options, the mare finally responded with loud, derisive laughter.

“Hahahaha! You want to know my answer, Princess?” She turned to the audience with an undisguised sneer on her lips. “It’s all true. And you imbeciles wouldn’t have even noticed any of it, if not for a few nosy troublemakers.” She gave a demonstrative glare to the pair of intruders, keeping her villainous gaze on Twilight for a particularly long time.

“But none of that matters anymore. You’re too late.” Her horn began glowing with acid green light, covering the room in a sickly palette. “The assault is already underway. Your pathetic kingdom will soon be nothing but a feeding ground for my swarm!”

Her body was enveloped by the magical light of her horn, transforming her refined princessly features into alien changeling ones. The beautiful pink hide turned pitch black and parts of her body were hidden by strange chitinous coverings.

To some of the guests, and to Twilight and Candace in particular, immensely disturbing was also a complete lack of any reaction from Shining Armor. The stallion stood still as a rock, his dead gaze completely fixated on something nobody else seemed to see.

“Don’t be looking at your dear Captain for any help either, my little prey,” Chrysalis continued on, noticing her victim’s glances at the stallion. “He is under my full control, and he’ll do whatever I say, won’t you love?” She turned to Shining, condescendingly caressing his cheek with her black, hole-ridden hoof.

“Yes, Cadance,” He responded obediently.

The lifeless sound of the stallion’s voice made the real Cadance glare in disgust at Chrysalis for such devious intrusion in the mind of her betrothed. It was all she could do not to jump at the changeling mare right then and there.

Celestia looked similarly sickened by the display, and she clearly wasn’t going to let it go on any longer. The Princess approached the changeling invader with a look of resolute determination, ready to put a stop to her pretentious charade.

“Your tricks won’t save you now, monster. Since you’ve so foolishly revealed yourself, I will take care of you personally. Your threats against Equestria shall not stand unanswered!” Her horn now radiated bright yellow light, illuminating the room like a second Sun.

But on the opposite side, Chrysalis’s sickly green glow was spreading out as well. She charged her own magical powers to counter Celestia’s, getting ready for a strike.

“Oh, so brave of you, dear Princess. Not hiding behind your servants for once, are you?”

Celestia unleashed her spell on Chrysalis, seeking to silence the changeling’s arrogant insults once and for all. Chrysalis responded with a magical strike of her own, their incantations colliding in the air in a dizzying explosion of light and sound.

Before the audience could even recover their senses, the alicorns were already charging another attack, this time releasing bright beams of pure energy against each other. Their spells clashed in the middle of the room, sending sparks flying in every direction as they battled for domination.

Both Celestia and Chrysalis were clearly strained by the effort. For a moment it seemed like the Changeling Queen was out of energy, her spell losing power as her magical might waned. But to the crowd’s horror, Chrysalis suddenly struck back, putting all her force in one final push that sent Celestia flying back with a pained scream, her horn visibly charred and smoldering.

The collective gasp of shock went over the room. A few ponies ran out screaming for help that they were not destined to find, as the changeling army had already begun its attack. Others were inching ever closer for the exit, feeling completely exposed and unprotected, now that their guardian had been so thoroughly defeated.

But while most of the crowd was movingly determinedly away from the impromptu battlefield, Twilight rushed forward instead, jumping to the help of her fallen mentor. Chrysalis paid little attention to the unicorn, too drunk on power after her victory to care about anything else. She looked on triumphantly on the cowering wedding guests, feasting on the fear and confusion that had consumed their minds.

“Run away, if you want. Too bad you won’t get very far, for there is no escape from my swarm. Hahaha!” As Chrysalis laughed, scores of changeling could be seen descending onto the unprotected city.

The windows shattered as several of them flew in violently into the wedding room. This was as good of a sign as any for the rest of the congregation to storm out of the hall, screaming bloody murder as they fled in all different directions. The invading changelings smashed at full speed into the guards that tried to stop them, caring little for themselves and even less for their unfortunate opponents.

Twilight cried out to her friends, directing them to help protect the guests while she was going to try to aid the Princess. In the total chaos of the invasion, it was difficult to see if they had understood her well, and there was no time for Twilight to make sure. She’d just have to rely on their good judgement while she tended to Celestia.

The Princess was in a dire state, that much was clear immediately after she was struck down. And now that Twilight approached closer, she could see just how bad of a blow Celestia had received. She was lying almost motionlessly on the ground, not able even to get up, much less to continue the fight.

“Twilight… you have to get the Ele…” She seemed to suddenly remember that there were no Elements of Harmony to rescue them. “I mean… you have to… to do something… whatever you can.”

Twilight knew well enough what that meant — she’d had some experience in dealing with evil-consumed alicorns already, after all. The purple mare happened to have a particular set of skills well-suited for draining them of their dark desires. And she'd just found her next target.

When Chrysalis used her reserves for the final attack against Celestia, the concealment spell on her crotch had been broken, exposing her huge cock to the sight of the onlookers. Most of the ponies in the crowd seemed not to have noticed it, too focused as they were on the clashing spells sent off by the alicorns and everything that happened after. But Twilight sure had.

There was no way she was going to miss such a large and virile specimen, and now that she’d seen it, Twilight was not going to stop until she gave it the sucking that it so clearly deserved. She turned to Chrysalis, walking up to the Changeling Queen with surety in her steps as her confidence grew. Twilight knew the source of Chrysalis's ire now, and she was going to deal with it in the way only she could.

The changeling barely paid attention to her at first, too focused on gloating over her victory. But once Twilight approached closer, Chrysalis observed her curiously. The Queen didn’t seem to view the little unicorn as much of a threat. She appeared to be more amused than anything else by Twilight’s continued defiance.

“So, you want to challenge me too?“ Chrysalis chuckled, looking dismissively at the smaller mare. “If Celestia had taught you any good sense, you’d be running away as fast as you could, little one. But your dear Princess never had much of it herself after all, did she? Otherwise, she might've been a bit more vigilant with her wedding preparations.”

“I’m not here to fight you.” Twilight brushed away Chrysalis’s insults, trying to get straight to the point.

“Oh, you aren’t? That’s a shame.” Chrysalis feigned a pout. “I did want to see the expression on Celestia’s face once her student suffered the same pathetic fate that she did. Even though we changelings, feed on love, I do find that it tastes that much better when spiced up with some fear and impotent indignation.” She smiled, purposefully baring her fangs at the same time with a clear intent of intimidating her opponent.

Twilight wasn’t deterred by Chrysalis’s meaningless gestures. She approached even closer, looking defiantly at the changeling.

“Yes, I will not fight you. Instead, I’m going to suck your big fat cock!” She dropped down without hesitation, swiftly sliding between Chrysalis’s legs and planting her lips on the changeling’s dark-green cockhead.

Chrysalis was stunned, to say the least. This was certainly the last thing she expected from the audacious unicorn. She thought she misheard the mare at first, but the pleasant feeling of Twilight’s mouth slobbering over her cock had quickly put her doubts to rest.

Chrysalis wasn’t sure if Twilight happened to have some (clearly foolish) plan behind her actions or if that was just her way of trying to earn some favor with the victorious Changeling Queen. Whatever the case, she certainly didn’t mind getting a quick blowjob to celebrate her triumph.

“Hahaha, is this all it takes to turn the ponies of Equestria into willing servants?” Chrysalis gloated as Twilight began taking the changeling’s cock deeper into her throat. “Had I known that subjugating your pathetic race would be this easy, I wouldn’t even have bothered with a disguise!”

Twilight paid little attention to Chrysalis’s remarks, instead focusing on bringing as much depraved pleasure as possible to her hardening shaft. She knew what her goal was and she was dead set on it. Unfortunately, understanding her strategy was just as difficult for her allies as it was for her enemy. While the wedding guests had run away, accompanied by Twilight’s friends, both Cadance and Celestia still remained in the room. Comprehending the enigma that was Twilight’s mind in a moment like this seemed completely impossible to them, though they both held the utmost trust in the purple mare despite her strange tactic. Cadance in particular was quite bewildered by Twilight’s actions, while Celestia seemed to already be getting somewhat used to her… unconventional strategies.

Twilight wasn’t pulling any punches either, going straight into a full-on deepthroat as she took the whole length of Chrysalis's cock in one swift move, surprising the changeling mare once again.

“Oh, you are better at this than I expected. Is that what Celestia had been teaching you?” Chrysalis chuckled, not even knowing how true her words were. “Hey, Princess, do you like the view? Maybe we should move a bit closer so you can see in full detail how your student sucks my fat changeling cock?” She laughed again while Celestia averted her gaze. Though, as soon as Chrysalis turned her attention back to Twilight, so did the Princess, watching intently as her protégé’s throat massaged the mare’s thick shaft.

Despite the precariousness of her situation, Twilight was having a good deal of fun while slurping over Chrysalis’s cock. Finding a new meaty alicorn dick to use her oral skills on was always exciting, and this one was special too! It was her very first time handling a changeling’s dick and she was already completely in love with it. The texture of its surface was quite different from the pony cocks she’d been used to. It felt slicker and a bit more pliable, allowing it to easily penetrate deep inside its target even when lubrication was scarce. Of course, in Twilight’s case, it was anything but scarce. Her saliva had covered Chrysalis's shaft completely, ensuring that its journey into her stomach would be smooth and pleasant.

But even with such a diligent cockslut working her oral magic underneath the changeling, it was only a matter of time until Chrysalis’s limitless desires would outpace the unicorn’s efforts. Submerging her whole shaft into the warm wet fleshlight that was Twilight’s throat definitely felt quite nice, but she wouldn’t be the Queen of the changeling swarm if she was satisfied with just that. Chrysalis was used to pushing her toys to the very limit and Twilight would not be an exception. More than that, after all the trouble that the purple unicorn had given her, Chrysalis was fully intent on turning her victim into a complete and utter mess by the end of their impromptu blowjob session. Despite taking her huge cock to the very hilt, Twilight seemed to be fairing all too well for the changeling’s tastes. That just wouldn’t do.

Chrysalis didn’t even bother giving any warning before she thrust her hips forward just as Twilight was diving down on her cock, forcing her whole shaft to enter into the mare’s throat much faster than the unicorn had anticipated. Luckily, Celestia had prepared her quite well for these kinds of shenanigans. The Princess had regularly spiced up their fellatio lessons with sudden thrusts, sometimes even unexpectedly turning a slow blowjob into a full-on throatfuck in a space of just a few seconds. So Twilight’s well-trained neck muscles immediately corrected for Chrysalis’s unannounced movements, guiding her cock safely through the mare’s gullet.

Undeterred by the ease with which Twilight appeared to be handling her cock, or even being spurned more by it, she quickly sped up her thrusts, going fast and hard on the mare’s throat. Her hind legs bent slightly as her hips pushed forward, driving the whole length of her throbbing changeling dick into Twilight’s mouth with one fluid motion. She pulled back just as gracefully, not simply repeating her actions in the opposite direction but instead moving in a smooth circular pattern that guided her immediately into a next powerful thrust.

Now this was a new challenge for Twilight. Even Celestia hadn’t perfected her movements to this degree. Chrysalis surprised the mare with just how swift and ferocious her thrusts could be, coming one after another with barely a moment of respite for the little unicorn. Twilight was a fast learner, though, and she quickly began to adapt to the changeling’s swift pace. Utilizing the free space that was afforded to her, she started shifting back during Chrysalis’s particularly rough thrusts, moving just enough to keep herself from choking on the changeling’s huge cock. It also gave her an opportunity to occasionally take a much needed extra breath. Chrysalis’s movements weren’t just fast and powerful, they also seemed to be quite efficient, which when combined with her outstanding alicorn stamina let the changeling keep up the breakneck facefucking pace for a good while.

There was only one thing that could stop Chrysalis’s forceful throat-drilling exercise, and it was her own approaching orgasm. The Changeling Queen herself was surprised at just how quickly she got this close to unleashing her foul seed into Twilight’s stomach. Twilight’s cocksucking skill seemed truly unparalleled. But even more than that, the mere act of fucking the mouth of Celestia’s protégé right in front of the Princess herself was already enough to get a fat load out of Chrysalis’s overfilled ballsack.

“Oh fuck, I really need Celestia to see this,” The changeling muttered under her breath as her nuts prepared to let out their thick, gooey contents. Her horn shined as she suddenly teleported both herself and Twilight right next to Celestia.

“Lookie here, Princess.” Chrysalis laughed, raising one of her hind legs to give her arch-nemesis a better view of her student’s debasement.

Celestia couldn’t bring herself to turn away. She watched as the Changeling Queen pushed her spit-covered cock into Twilight’s mouth, moaning ecstatically and beginning to unload directly into her belly. Chrysalis’s balls jerked visibly with each next batch of jizz they sent out. Celestia could even see how Twilight’s tummy began to swell up as it filled up with the changeling’s nasty sperm. Her student seemed quite focused on the task, but to Celestia’s surprise and relief, she saw Twilight suddenly turn the gaze in her direction, giving the Princess a quick reassuring wink before she swiftly went back to sucking out every little drop of slimy changeling cum that Chrysalis had to offer.

“~Aaaaah~. To the victor go the spoils, isn’t that right, Celestia?” Chrysalis continued gloating. “I think I’m going to make your student my personal cumdumpster. You don’t mind, do you?” She addressed the Princess again. “Well, it’s not like your opinion matters now anyway. Hahaha!”

Twilight felt the last trickles of Chrysalis’s jizz descend into her belly as the Changeling Queen began unceremoniously pulling her shaft out of the unicorn’s mouth. Unfortunately for Chrysalis, she had no idea what kind of cum-guzzling cockslut she was dealing with here. If she thought Twilight was going to just let her pull out and move away after only one load she was sorely mistaken. As soon Twilight felt the medial ring pass her lips, she launched herself forward, taking Chrysalis’s cock back into her throat before the changeling could even fully draw it out of the mare’s mouth.

Chrysalis definitely did not expect that. She stumbled back, trying to pull her massive unwieldy tool out. But Twilight followed suit, keeping the changeling’s dick firmly between her soft cocksucking lips.

“What in Tartarus are you doing, slave?” Chrysalis asked indignantly. She tried to push herself away again, but suddenly lost her balance, too dizzied as she was by her post-orgasmic haze. The Changeling Queen plopped down on her plump hindquarters, still unable to dislodge her cock from Twilight’s mouth.

“Argh, fine. You want to play hard, we’ll play hard!” Chrysalis decided to change her tactic. “I don’t usually like to break my toys as soon as I get them, but since you’re asking for it…” She put her hooves on Twilight’s head, getting a good grip on it.

The cock-gobbling unicorn looked defiantly at Chrysalis, as if challenging her to go through with her threats. And the Changeling Queen returned her gaze, quite ready for the coming suck-off. Her cock throbbed powerfully as it quickly hardened back from its temporary half-flaccid state. At the same time, her balls were already churning with their next load of baby batter, undeterred by her recent orgasm.

Twilight wasn’t surprised by the changeling’s swift recovery, of course. She knew that she’d need to coax out several loads of Chrysalis’s viscous jizz to properly drain the alicorn’s balls, and she was well-prepared for it.

“I’m going to suffocate you with my cock, slut.” There was an evil gleam in Chrysalis’s eyes – she wasn’t joking.

The Changeling Queen suddenly pulled Twilight in, pressing the mare’s snout against her musky crotch. Every inch of her green changeling cock was bathing in the wet warmth of the unicorn’s mouth. Twilight’s saliva washed over the shaft, bringing its potent flavor to her taste buds. Even though she’d been sucking on the thing for a while now, its taste remained just as strong as it had ever been. It completely permeated her mouth, pushing away even the memory of any other flavor that had ever been there. Thick, throbbing alicorn dicks had this kind of tendency, Twilight noticed. They didn’t tolerate any competition, making sure that they would be the only thing on the mind of their worshippers.

More than that, Chrysalis’s cock seemed to be oozing with some kind of aphrodisiac, making its taste and smell appear ever more pleasant. Or maybe it was Twilight who was just that much of a dick-munching whore that she was slowly falling in love with the alien changeling cock even while its owner mercilessly violated her throat. This certainly demanded a proper scientific investigation in the future.

Unfortunately, for now, doing any kind of science was far outside of Twilight’s options. Unless of course, she was planning to research how long a cockloving pony-slut can keep a changeling dick lodged fully in her mouth before she began to suffocate. In which case, she would be quite in luck, since that was exactly the same question that Chrysalis intended to answer.

The Changeling Queen kept Twilight tightly pinned to her crotch, forcing her to survive on what little air she could get while a massive futa dick was stretching out her throat. Twilight was in a full focus mode as she concentrated on keeping perfect control of her breathing. As far as she was concerned, this was the most important and the most challenging test of her abilities yet, and she was not going to fail it! Especially when Celestia was observing her every move from the side. There was no way that Twilight would ever allow herself to disappoint her kind mentor.

Even with Chrysalis’s gargantuan cock almost completely blocking her throat, the studious mare still managed to keep a steady cycle of air through her lungs. To Chrysalis’s immense dissatisfaction, it seemed like the unicorn could actually keep this going for a long time. Deepthroating Celestia’s student definitely felt quite nice, but it would be even better if she could see the troublesome minx choking on her breeding tool.

“Still breathing, my little cumdump? Not for long.” Chrysalis smirked, jerking Twilight’s head back and then instantly pulling the mare to her crotch again. She repeated the violent motions anew, making it as difficult as possible for Twilight to keep her bearings.

Chrysalis dragged Twilight’s head across her cock as if it was nothing more than a fleshlight. But even lifeless objects rarely get the kind of treatment that the Changeling Queen had unleashed upon the mare’s throat. She purposefully made her movements jerky and irregular, not even because it felt any better but simply to make the process as gruelling as possible for Twilight. Chrysalis was slamming the unicorn’s muzzle into her crotch, rubbing Twilight’s nose left and right across her pelvis before roughly tugging the mare’s head back and then doing it all over again. Sometimes she would deliver several short, quick thrusts, jerking Twilight’s head back and forward at dizzying speed. Occasionally she dragged the mare’s mouth up to her medial ring, only to force her drooling cock back inside with one swift throat-stretching move.

Even for Twilight, keeping her breath steady in this situation was almost impossible. She was quickly losing all the air stored in her lungs without being able to replenish any. Or so she was at first, at least. Because as Twilight began to get used to Chrysalis’s jerky movements, she found little moments here and there where she could replenish her supply of life-giving oxygen. As time went on, she only got better at it, always getting a new dosage of air even as Chrysalis tried to deny it to her.

It was mixed with an overwhelming amount of the changeling’s potent musk, of course, but that was never a problem for the little unicorn slut. She reveled in the all-encompassing smell of Chrysalis’s cock. And all that changeling cum churning inside her belly had also left its impact. The nasty jizz fumes rose up through her sinuses, filling her nose with a strong smell of fresh hot cum. Whether she breathed in, or out, there was no escape from the stench of Chrysalis’s privates. Not like Twilight was looking for it anyway. The sour smell and taste of the changeling’s fat cock were by far the best parts of this whole ordeal, and she was all too happy to completely surrender to them.

Chrysalis might have been very dissatisfied with Twilight’s tenacious resistance, but the immense pleasure she received from the mare’s skilled throat had softened her reaction. It was difficult to be angry when her shaft was happily soaking in Twilight’s bottomless pit of a mouth and receiving plenty of stimulation from the mare’s waggling tongue and from her cock-squeezing gullet all the while. The fact that Chrysalis could fuck Twilight’s face without any reservations and not worry at all about the mare’s safety made it all the better, allowing the lusty Changeling Queen to go all out in her assault of the mare’s throat.

Twilight could sense how Chrysalis’s dick throbbed vigorously in her mouth, eager to unload inside again. She had sucked thick alicorn cocks enough times to know the telling signs of a coming climax by heart. Twilight didn’t even need to think about it, she could just feel that a load was coming her way, and this one would certainly be no smaller than the last one.

Chrysalis went for one last bout of violent throatfucking, jerking Twilight’s head with increased fervor in preparation for her second release of the day. By this point, the purple mare was already used to it, taking the changeling’s aggressive movements in stride and even showing off a little smirk on her cock-stretched lips. She knew well enough that Chrysalis’s orgasm was coming and that was a clear victory in her eyes.

But the Changeling Queen had planned a little surprise for her disobedient toy. She wasn’t going to just unload peacefully in Twilight’s stomach this time. No, she wanted the mare to be completely overwhelmed by its nasty taste, and more importantly, she wanted Celestia to watch as she marks her student’s body with thick and slimy changeling jizz.

Just before she began unloading, Chrysalis pulled Twilight’s head away, leaving only her musky cockhead between the unicorn’s dark-purple lips. Twilight was glad that she could now take a few proper breaths, but her joy didn’t last for long as she soon understood the changeling’s plan. As the first fat rope of Chrysalis’s ballslime left her slit, she began tugging Twilight’s head back and forward, dragging the tip of her spasming cock along the mare’s throat. Twilight’s windpipe was immediately filled with the changeling’s sticky spunk, and the gooey liquid only continued going further, stuffing her sinuses and ultimately blowing out in force from both of her nostrils.

The image of Twilight choking on cum while two ropes of pure jizz were expelled out of her nose was quite a delight to Chrysalis’s eyes. After feeding the mare several more pumps of her royal sperm, the Changeling Queen finally pulled Twilight completely off her cock. She aimed her cockhead at the unicorn’s face, covering the mare in her slimy ballgoo all while Twilight coughed out the viscous semen that clogged her throat. Chrysalis’s huge cock had laid several thick lines of cum across the unicorn's muzzle and the changeling then directed a few more shots into Twilight mane, completely drenching the mare’s beautiful multicolored hair with her nasty white jizz. Chrysalis unloaded the rest of her cum all across Twilight’s body, coating the mare as much as she could in her changeling seed.

Twilight felt completely soaked with jizz. She was covered in it both inside and out. Her nostrils burned and her every breath had to go through a filter of semen just to reach her lungs. And yet, she beamed with happiness, blowing cum bubbles and wagging her tongue around the lake of spunk within her mouth. The periodic coughs expelled most of the jizz from her nose, though a thin covering still remained along many of her inner walls, enriching her breaths with the pungent smell of fresh cum.

Celestia looked on in both horror and fascination as her dear student was painted with Chrysalis’s filthy ball-gunk. Twilight’s purple coat was marred by many long streaks of changeling’s white cum, and her face… It looked completely ruined. Throughout their many ‘study’ sessions, Celestia had always tried to make sure that Twilight wouldn’t be choking on her sperm, mindful of the unicorn’s health and comfort. But Chrysalis had done exactly the opposite. She had deliberately stuffed as much of her foul cockslime as possible into the mare’s windpipe, cleaning Twilight’s nostrils through and through with her hot spooge. But for all of Celestia’s rightful indignation, she was quite aroused by the depraved sight too, secretly wishing she’d done the same. And when she noticed Twilight’s joyful expression, seemingly completely unfazed by the brutal violation of her face, Celestia felt a mighty throb go through her shaft. Just how much of a debased cumslut was this little unicorn?

“That should be quite enough for you.” Chrysalis proclaimed, sighing with pleasure. She felt confident that Twilight was not going to trouble her anymore, now that she was so thoroughly dominated.

She really did underestimate just how in love the nerdy young mare was with fat alicorn cocks and everything that had to do with them. Not only wasn’t Twilight discouraged even one bit, she only felt more desire to worship Chrysalis’s shaft after it had conquered her throat. And she demonstrated it in the only way she could – by slurping all over the changeling’s cum-covered tip. Her face was completely drenched with jizz and even more spunk was still leaking out of her nostrils, but she paid no heed to that, pleasuring Chrysalis’s girthy changeling dick as if it was the only thing in the world that mattered to her.

“~Oh fuuuck~, how-… how are you so… insatiable?” Chrysalis moaned out as her sensitive cockhead was again overloaded with pleasure.

Twilight only responded with more oral caresses of the changeling’s jizz-smeared shaft. She left several long, wide licks across its surface, collecting the slimy cock-juice that covered it. And as soon as she was done with that, she immediately transitioned back to throating Chrysalis’s dick, enveloping it in a warm, humid bath for alicorn cocks that was her mouth.

The Changeling Queen felt too exhausted by her second orgasm in the row to even bring her hooves up to resist Twilight’s renewed assault. Her body was completely relaxed, and it felt all too good to just let the young unicorn continue pleasuring her cock. But Chrysalis wasn’t one to simply surrender to her opponent, not in a war, and certainly not in the art of love. Her body might've betrayed her, but her magic was just as potent as it ever was. The changeling’s menacing gaze meant trouble, and it didn’t take long for her to make her move.

“This isn’t over yet.” Her horn glowed softly as she took Twilight’s head in a telekinetic hold. Before the unicorn could even react, Chrysalis’s pulled her in, smooshing Twilight’s jizz-soaked face into her crotch. A moment later, the Changeling Queen pushed the mare back with her magic, leaving only her drooling tip between Twilight’s lips. The unicorn got not a single instant of respite as Chrysalis immediately forced the entirety of her huge thick cock inside Twilight’s mouth, dragging the mare like a doll with her powerful magic. And that was just a small preview of the coming ordeal for the cock-hungry unicorn, as Chrysalis had no plans to slow down at all. She began violently jerking Twilight’s head across the whole length of her shaft, submerging every inch of her pulsing cock inside Twilight’s mouth, only to immediately drag it out and then do it all over again.

Poor Twilight was completely dazed by the rapid movements, unable to keep up with Chrysalis’s insane pace. The Changeling Queen had gone all-out this time, not giving her victim a single moment of rest. Twilight’s throat was speared again and again by Chrysalis’s massive horsecock with no regard for either the mare’s safety or her comfort. Worse than that, the Changeling Queen was downright giddy from seeing Twilight try desperately to keep herself composed while she was violently throatfucked.

Twilight breathed in haphazardly, attempting to catch a moment when her mouth was (relatively) free of cock, but failed most of the time, ending up with more cockslime in her windpipe than actual air. She coughed and gagged, spewing out thick wads of dickspit around Chrysalis’s shaft. Each thrust delivered by the Changeling Queen seemed to leave her more and more dazed, bringing the young mare ever closer to her limit.

Pulling all of her strength together, Twilight focused single-mindedly on her task. She pushed out of her consciousness every thought and emotion that was not directly related to deepthroating Chrysalis’s fat futa cock. Her eyes closed as she concentrated on her breathing, not paying attention to anything other than the huge changeling dick that forcefully stretched out her gullet again and again.

She finally managed to take a proper breath, finding just the right moment to suck in some air in a short moment between Chrysalis’s thrusts. But repeating that feat wasn’t at all easy, as her changeling opponent quickly modified her tactics. Chrysalis had gone from long hard thrusts to short chaotic jerks in an instant, and then back again just as quickly. She switched up her movements repeatedly, one moment rubbing Twilight’s cute snout into her crotch, the next one – brutally fucking her face with powerful, irregular strokes.

Twilight had to perfectly utilize all of the skills she acquired during her lessons with Celestia to overcome this monumental challenge. It was the ultimate test of her ability, and as with all her tests – she came well-prepared. No matter how hard Chrysalis tried to prevent it, little by little, Twilight managed to catch up with her insane rhythm. She took fast, small breaths in the short moments afforded to her in between the rounds of the changeling’s fierce assault, keeping herself afloat. And all the while her abused throat selflessly massaged its intruder, bringing Chrysalis to the heights of joy as she continued her savage attack.

Twilight felt ever more confident as she skillfully resisted the changeling’s attempts to break her. At one point, she felt like she was going to black out on Chrysalis’s dick, but only for a short moment. The more difficult her task was, the fiercer she was in pursuing it, and as her breathing slowly stabilized, she knew that she finally got the measure of her opponent. Feeling ever more sure in her ability, Twilight even began using her own arcane powers – not to stop Chrysalis from violating her mouth – but instead to knead and rub the changeling’s balls, coaxing out their slimy contents.

Chrysalis was absolutely ecstatic. The stimulation given to her musky junk was so pleasurable that she didn’t even have the strength to care about Twilight’s disobedience. At this point, the only thing that mattered to her was dumping her load inside of the mare’s cock-worshipping mouth. She’d deal with the wanton unicorn later; for now, her quickly approaching orgasm was the one and only thing on her mind.

“Choke on my cum, you filthy pony slut.” By this time, Chrysalis really should’ve known that guzzling alicorn jizz only made Twilight stronger. Of course, there wasn’t much that the Changeling Queen could do about it – her thick, virile load had to go somewhere, and it might as well be Twilight’s belly that had the honor. It was the easiest thing in the world to just surrender to the pleasure and let her cock unload directly into the mare’s stomach, and Chrysalis did so without hesitation.

The changeling pressed Twilight's muzzle into her crotch, making sure that the seeding will be as deep as possible. Her horn blazed, shooting out cascading green sparks just as her massive cock throbbed hard, letting out a voluminous shot of hot changeling spunk. It landed with a splash into a pool of cum that was already churning in Twilight’s belly after her first climax. This time she was going to finish the job, filling the mare’s tummy to the brim with her sperm.

At the same time, Twilight suddenly felt her own nearing orgasm. She was so focused on sucking the changeling’s cock that she didn’t even notice how the pleasure in her crotch slowly rose until it eventually completely overwhelmed her. Her pussy was swollen and wet, preparing for a cock that would not come. But it didn’t need to, as the joy of her throat being violated by Chrysalis’s huge dick was more than enough to bring her over the edge. Her cunny clenched, squirting out its juices over the floor while the Changeling Queen pumped her cum inside Twilight’s mouth.

Celestia watched on, fascinated by the depths of her student’s depravity. Twilight clearly took great pleasure in the abuse her throat had received, feeding on Chrysalis’s violent impulses like she was some kind of cock-gobbling succubus. The Princess wondered if her own desires – desires that led her to using her protégé as her personal cocksleeve were themselves planted in her mind by the invisible hand of fate. Whatever the case, after this kind of display Celestia certainly had no intentions of stopping her regular oral sessions with Twilight. That is, if they were eventually able to deal with the changeling invasion, because if they weren’t… getting her cock sucked would be the least of Celestia’s problems.

Luckily, there was one pony in the room who was cunning enough to use the opportunity afforded to her by Twilight’s diversion. While all of the drones in the room were focused on the debauched show that Chrysalis and Twilight had put up, Cadance slowly inched to her hypnotized husband-to-be in the hopes of lifting the veil draped over his mind. As she finally got close to him, she used the remnants of her magic reserves to free his enslaved psyche, caressing him tenderly and whispering sweet words of love into his ear.

It took a few moments for Shining to wake up from his dizzy state, and quite a few more to comprehend the situation. He didn’t know what was stranger – that the room was occupied by changelings, or that his sister was deepthroating one of them. But one thing he knew for sure – as the Captain of the Royal Guard he had to do something. As Cadance tried to hastily explain what had happened, he quickly understood that the protective spell over Canterlot had failed and it was his utmost responsibility to fix it. He concentrated, his horn glowing brightly as he began charging the spell.

The drones in the room were immediately alerted. Even Chrysalis, despite her cock still throbbing with the last pulses of its mighty release, turned her attention to the stallion, angry at herself and even angrier at her servants for letting Cadance slip past.

“What are you doing, you useless idiots?! Stop him! NOW!”

The changeling drones rushed at Shining, eager to please their disgruntled queen. Unfortunately for them, it was all too late to try to fix their mistake now. Before they could even approach, a powerful wave of force was discharged from the stallion’s horn, throwing them away, making some crash into the walls while others rolled over the floor. Supercharged by Cadance’s love, Shining’s next spell left his horn, glowing brightly as it streamed out of the castle. It flew high above Canterlot, restoring its shield and enveloping the city in a protective pink bubble. New changeling reinforcements could no longer descend on the Equestrian capital, while those who remained within its borders had been severely weakened. It was only a matter of time now until the assault would be repelled.

Chrysalis tried to charge up own horn to stop the stallion, but now that her charm over Shining had been lifted, she could no longer use his love as fuel for her magic. Worse than that, after her third explosive orgasm of the day, even her own powers seemed to have waned. And all the while, Twilight continued slurping all over her cock, keeping Chrysalis in place with her unrivaled mastery in sucking big futa dicks. The Changeling Queen was quickly coming to the realization that she’d been soundly defeated, and her only solace was the pleasant feeling of Twilight’s mouth on her shaft.

“Great job, Twilight, Cadance, Shining, all of you,” Celestia’s exhausted voice sounded through the room. “You’ve succeeded where I failed and for that, I, and all of Equestria will be forever grateful to you.” The Princess slowly got up, finally strong enough to stand on her legs. She still seemed quite shaken, wobbling unsurely on her trembling limbs.

“First though, I need to deal with our guest…” She walked over to Chrysalis, taking careful, measured steps. The Changeling Queen watched Celestia’s slow march with undisguised hostility, wincing periodically whenever Twilight happened to give her sensitive cock a particularly energetic suckle.

“So, Chrysalis, I’m going to get straight to the point now. You have lost. I have offered you reasonable terms in the past and you threw them in my face. This time, you’ll have no choice but to accept my demands.”

Chrysalis was clearly quite displeased but chose to stay silent.

“Here are my conditions,” the Princess continued. “You will command your forces to stand down immediately, both the ones inside the city and the ones waiting outside. They will surrender to the Equestrian army, and will be taken into custody until we can confirm that your changeling host poses no further threat. In pursuit of peace and mutual prosperity, the ponies of Equestria will agree to share some of their love with your changelings, but we will do so on our own terms. You personally will stay here, in Canterlot, under my careful watch, as a guarantee of your commitment to our agreement. Do you accept, or would you want some time in the dungeon to think about it?” Celestia dictated the terms, while Twilight’s lips stayed glued to the changeling’s half-flaccid cock.

It was clear from Chrysalis’s expression that she was most dissatisfied with Celestia’s proposed arrangement. In her eyes, this was tantamount to a complete and total capitulation, never mind the Princess’s assurances of a mutually beneficial agreement. But she clearly had little choice here; that the Changeling Queen understood well enough. She knew the value of power in diplomacy, and in this particular negotiation it was obviously not on her side.

“I will agree to your conditions… if you’ll let me enjoy your student’s mouth during my stay here.” Chrysalis answered with a condition of her own. She allowed herself a little smirk as she watched Celestia’s reaction.

The Princess glanced unsurely at Twilight, silently asking for her opinion on the matter. The mare responded with an enthusiastic nod, leaving a long loving lick on the changeling shaft immediately after.

“Well, I wouldn’t say that you are in any position to negotiate here… but since Twilight is so eager, I will allow it,” Celestia replied after a moment of hesitation.

None seemed happier with the arrangement than Twilight herself. She beamed with joy knowing that she now had a new fat alicorn cock to suckle and drool over. What better prize could there be for her valiant efforts?

At the same time, Shining was a perfect picture of total confusion. Changeling invasion he could understand, but his little innocent sister sucking Chrysalis’s cock like it was the tastiest popsicle in the world had definitely left him both bewildered... and also somewhat ashamed for not knowing anything about her deviancy before this very moment. One would think that he, being her one and only brother would be the first pony to learn about this kind of thing, but at the moment it seemed like he was the only one in the room who was not in the know. How could he have not noti…

“WASSUP GUYS.” A new voice suddenly boomed through the hall. Celestia didn’t even need to look to know who it was. She brought a hoof to her face, shaking her head disapprovingly.

Luna entered the room, seemingly completely unfazed by the changeling attack on the city. She strolled leisurely towards her sister, looking with nothing but a light wonder on the drones sprawled on the floor and the strange arrangement of ponies and one Changeling Queen in front of her.

“Wow! This place is a total mess. I thought you were going to make sure there wouldn’t be that much alcohol at the wedding ceremony?”

“Luna… there’s been a changeling invasion, the whole city was swarmed by them.”

“Well… is it over yet?” The Princess of the night asked as nonchalantly as if she was wondering about a recent rain.

“Umm… mostly. We still need to deal with the remaining changelings, but we got their Queen, so it’s just a matter of time. What have you been doing all this time, sister?”

“Sleeping.”

“Sleeping?” Celestia asked incredulously.

“Yeah, I need to be well-rested for the night’s afterparty, am I not?”

“There might’ve not been any afterparty at all if not for Twilight!”

“But there will be one, right?”

“Yes!” Celestia almost shouted. This is what happens when you banish your sister to the Moon for a thousand years. She still has the mind of a 200-year old. No maturity whatsoever!

“That’s great! I guess I’ll just leave this… uhh… invasion thing to you then?”

“That would be best for now. I’ll explain everything later.” Celestia answered coolly, taking control of her emotions. Luna could definitely be a bit of a knucklehead, especially when it came to matters of state. But at the end of the day, Celestia loved her no less for it. The Sun Princess gave just a hint of a smile to her sister – a small but telling gesture – after chewing the mare out for her total obliviousness.

Luna, on her part, gave a very obvious wink to Twilight, before leaving the room and going on her merry way through the castle.

There was sure a lot of explaining for Celestia to do, and not just to her sister. Both Shining and Cadance were looking at their surroundings with differing levels of confusion. Celestia had no idea how she was going to explain the fact that she was fucking Twilight’s mouth throughout their lessons to her student’s brother. It was better not to go too much into that part, probably. And at the end of the day, it had all worked out quite nicely, so can anyone really blame her?