Author's Note

Fair warning to y'all: this chapter is a tad more intense. If you ain't sure, either read something a tad tamer or hold on to your butts.

By intense, we're talking like my Twinkle, Twinkle Dying Star chapter.

Just a fair warning.

Lesson 3: On Exploiting One's Foes

The night was dark and cool as the changeling flittered across the gap between towers. In the moonless dark, she bridged the space silently, making her way through the spires of the palace. A short distance behind her, the gentle wings of a pony followed after her - their owner caught in a blind trance.

Stopping on a ledge, Chrysalis turned to face her favorite toy as she landed on the balcony. It had been a long few months, but between her increase freedom and her ever emboldening success, Chrysalis was ready for what might just be the biggest leap yet. The final leap.

"Are you ready, my pet?" Chrysalis asked in Celestia's voice.

"Yes, my Queen." Twilight answered without hesitation. Chrysalis smiled at this, thankful for the darkened sky in that it didn't make her change her appearance for her toy's benefit.

"We're almost there, just follow me through this cool night to the place I have prepared for us." Chysalis whispered before diving off the balcony to catch herself on her extended wings that hummed gently in the night. Behind her, she could hear the gentle rustle as the wind passed over Twilight's wings as the alicorn followed after her.

So much effort and so much magic had been poured into the alicorn to ensure that what Chrysalis wanted would happen. Now it was just a matter of giving Twilight that final push into the abyss from which the pony would never return. She was so close!

Administrations of the potent chemical concoction and repeated exposure to intense changeling metamorphological magic had had a tole on the princess that no pony would ever know if Chrysalis won in the end. Some may have noticed Twilight was getting a slight bit bigger, and perhaps a tad darker shade of lavender that trended towards a deep maroon-purple sort of color. Then again, Twilight was an alicorn blooming, change was to be expected.

Now came the final test, the final lesson that would - if done correctly - obviate the necessity of all the other lessons. It would be a wonderful victory if Chrysalis could pull it off. A miracle of sorts for all changelings if victory could be snatched up after such a string of defeats. And it all hinged on the hope that when compounded with all the training she had done that she could make Twilight into a complete submissive - natural alicorn mental resistances be damned.

It would be an even more stupendous hat trick if she could pull it off twice in one night.

Gracefully landing in the gloomy hollow at the base of the mountain she had arranged the night's festivities to be in, Chrysalis took a moment and looked about the area carefully. Though there ought be none here beyond those she had invited, caution had never failed her yet. In fact, it had only been throwing caution to the wind that had ever bitten her.

Finding the area clear of all but those she wanted, Chrysalis turned back to Twilight, remaining in the darkness of the forest that formed the hollow. The princess was a pale blue line in the starlight night, barely visible for the shimmer in her eyes. Such thoughts and desires were held in that line that Chrysalis had to hold herself back as she had many times before. She was just at the brink of success - now was not the time to falter.

"My faithful student, you may now fully awaken from trance into the memory of your lessons." Chrysalis said in Celestia's regal voice. Twilight bowed her head, and a moment later lifted it once more, looking about in confusion.

"Where am I?" Twilight murmured in complete disorientation.

"You are where your Queen will have you." Chrysalis purred. Twilight shot up to attention, now frantically looking for a sign of her beloved Queen. Not having the same acute night vision as the changeling, there was no hope to see anything but the vaguest of outlines of the forest around her.

"Do not cast light, my student, for tonight is special." Chrysalis said in a near whisper that carried crisp and clear on the night's breeze. Twilight gulped in anticipation, unsure what she was about to endure, though more than willing to take anything her Queen would have for her.

"My dear most faithful student Twilight Sparkle, you've proven me quite the fool."

"My Queen?" Twilight looked about all the more frantically, concern rising in her voice and anxiety wafting off of her so bright that Chrysalis could use it to find the pony.

"When I first started your public lessons when you were but a filly, I was unsure if you'd ever make it to tonight. I had held hopes, but had always thought myself destined to be alone in this lifetime - but you have proven my old heart wrong." Chrysalis said with a motherly tone. "You outshined so many, my faithful student, and have even gone so far as to learn my secret lessons. Many have tried to learn them, Twilight, and they have all failed me at some juncture; but you? You have exceeded all expectations.

"Which is why I am overjoyed, my faithful student, to tell you that tonight is the last night in which you will have lessons. Not because you have done anything wrong, but because you have proven yourself so thoroughly for so long that now we come to an end of my secret lessons for you." Chrysalis said in the way of a proud mother.

And oddly enough, there was a bead of pride within her. Genuine pride, so oddly found placed within herself, in another creature - in a pony. Chrysalis, for once, did not have to fake the gentle smile that graced her lips - and were there light to reveal it, it would oddly seem natural on the changeling's features.

Odder still was the hint of something pink, sweet, and silky smooth emanating from Chrysalis' own heart.

Moving past all odd emotions and sensations, Chrysalis paced about the clearing stealthily. "Tell me, my faithful student, are you ready to endure the final lessons I have for you? Do you think your will is strong enough and your devotion to your Queen true enough to survive these final lessons?" Chrysalis asked, her heart beating madly in her chest like never before.

"Yes, my Queen!" Twilight cried out to the midnight air like a soldier under inspection.

"I do hope you are, my faithful student, for my heart would break if you were to fall to the last lessons I must impart to your care. They are the hardest by far, and almost broke me when I had to learn them from my teacher." Chrysalis said in a cool voice.

"I will not fail you, my Queen!" Twilight called back, finally standing still in the clearing instead of turning about to find the source of the voice.

"Good." Chrysalis intoned before finding what she had been looking for. "Before our lessons, however, you must be tested to tell if you are indeed worthy to know the lessons. It is imperative that you recall your lessons and know them well, lest you fail at the final hurdle and are stripped of the blessings of the knowledge I have thus far granted you."

Twilight jumped when something hit the forest floor beside her, but a moment later she calmed as a soft glow emanated from a crystal that now lay in the short grass. The crystal was much like the ones that lined the halls of the castle, but instead of shedding a bright, yellow light across the entire scene, it provided a dim tinge to it all. It less banished the darkness and more made the shadows have more texture. It, in fact, did more to conceal than to reveal - robbing Twilight of what little nocturnal vision she had had.

"Whom does a Queen rule?" Celestia's voice asked from the forest gloom, breaking through to Twilight.

"She rules her subjects; she rules the princesses!" Twilight replied, knowing the answer like second nature - which by now it had become.

"Very good, my faithful student." The answer returned as Chrysalis stalked about to another portion of the forest before shoving forward another shape that had been hidden in the darkness. Twilight almost screamed as the shape stumbled forward, but calmed down quickly when she recognized who it was.

"Princess Luna? What are you doing here?" Twilight asked before looking out to the forest once more. Luna remained stolid, unmoving, and wholly unresponsive. Twilight waved a hoof in front of the ex-nocturnal princess' face, unsure what to make of the scenario.

"Luna, too, is my student. I have taught her in much the same way I have taught you - though I must admit she is slightly less receptive to certain lessons." Chrysalis purred from the forest as she stalked the two pony princesses in a wide circle. "Awaken, Luna, to your secret lessons and your hidden desires."

The next instant, Luna shook her head before looking about the nighttime forest in confusion - before lighting upon the dimly lit form of Twilight across from her in the crystal's dim glow. "Princess Twilight?" Luna asked, thoroughly confused. "Where are we? Why am I here?"

"You are here because you need to learn, my dear sister." Chrysalis purred from the shadows about them. Luna turned about, her breathing already picking up slightly.

"M-m-my Q... sister?" Luna faltered.

"What is your first lesson, my students?" Celestia's voice rang out from all around them.

"Celestia is my Queen." Twilight replied with certainty, leaving Luna dumbstruck. Eventually Luna sighed and looked back towards the forest, as if ashamed of her necessary proclamation.

"Celestia is my Queen." Luna repeated with a bowing of the head.

"Luna, my dear sister, what is the fifth lesson?" Chrysalis asked, a cruel smile on her hidden features.

"S-sister!" Luna gasped, looking about the woods that surrounded them. "You honestly expect me to say it here‽ There might be ponies to listen in!"

"Luna, tell me your fifth lesson. It is true whether or not it is said aloud, is in not?" Chrysalis teased, still pacing about the clearing. Luna deflated slightly, looking down at the ground, muttering something under her breath. "Come again, sister? I did not hear you."

"I lust for my Queen." Luna repeated just loud enough to be audible.

"And how many lessons have you learned, Luna?" Chrysalis asked, her fangs dripping with saliva at the thought of her prey in such a weakened state. It was truly a harrowing effort to not just pounce on them and suck them dry of all the delicious love they had for their dear Celestia.

"S-seven..." Luna replied finally, a heavy blush across her features.

"Did you practice your seventh lesson tonight?" Chrysalis pressed. Luna gulped, and then nodded slowly. "Very good. You are slow, but you do learn in time. Twilight Sparkle, how many lessons have you learned?"

"Forty-eight, my Queen!" Twilight called back, puffing her chest out in pride. Luna looked at the younger princess in mingled disgust and reverence. There was now a clear dynamic being set, and Chrysalis was enjoying how the pecking order was being set out.

"You have learned them well, my faithful student." Chrysalis purred, looking over the two ponies with hungry eyes. "Now comes the night of the final two lessons. Yes, my faithful student, there are but two more you must learn - and tonight your test is to ensure Luna learns them as well. They may be beyond her, but by your devotion to your Queen, you will prevail, I have no doubt."

"As my Queen will have it!" Twilight chirped happily. Chrysalis couldn't help but let her smile soften at that for but a moment before returning to its menacing grace. Tonight was a night among nights. The most exalted day of the year in Chrysalis' heart, not because of past history, but because of the history about to be written.

"My forty-ninth lesson is this: a Queen is not supreme." Chrysalis intoned to the shock gasps of both ponies. "A Queen is but a subject to another who is far more powerful. Queens, too, are but subjects compared to another. This other is THE Empress.

"There is but one Empress in the whole world, and she rules all the Queens who rule over all the princesses. All that is true for princesses in regards to Queens is true for princesses in regards to their Empress, as it is true for their Queens towards their Empress." Chrysalis said with the utmost confidence.

"I, your Queen, belong to my Empress, as do you. I love my Empress, as do you. I lust for my Empress, as do you. I am aroused by the humiliation my Empress deigns to give me, as are you. I am but a puppet for the will of my Empress, as are you." She said, her smile growing more wicked though her tone held firm as the authoritative, imperious voice she had cultivated with her favorite toy.

"What, my faithful student, is your forty-ninth lesson?" Chrysalis pressed. Twilight blinked in stunned silence for a second before opening her mouth.

"The Queen belongs to the Empress as the princesses belong to the Queen. The princesses, too, belong to the Empress. All that is true for the princesses in regards to their Queen is true in regards to the Empress." Twilight said, doing her best to summarize as quickly and as accurately as possible.

"This is true and is proper." Chrysalis said, puppeteering Celestia's voice. "You are mine, but you are also your Empress'. You belong to her as much as you belong to me. You lust for her as much as you lust for me. You are as loyal and duty bound to her as you are to me."

"Yes, my Queen." Twilight replied, bowing her head in the barely lit gloom of the night.

"As a gift to you, my faithful student, I requested my Empress come here tonight." Chrysalis said in a calm voice. "Not often does she descend from her throne to grace us all. Rarer still does she show herself to the princesses - for they are lowly and of little esteem when compared to the mighty splendor of our Empress."

"She's here?" Twilight asked, her heart racing faster than it ever had. No danger had been so thrilling, no gift so enticing, and no secret as mind-shattering as this newly revealed one, and now it was to be fully revealed for just Luna and her.

"Yes, my faithful student, though I believe you already know her." Celestia's voiced echoed through the forest. Slowly stepping forward into the dim light, Chrysalis revealed herself to the two that stood in the hollow in the woods in the dim glow of the small crystal that sat in the grass.

"Lesson fifty:" Chrysalis said in her natural voice, "Chrysalis is your Empress."

The two ponies stood there in shocked silence, looking over the mare that proclaimed herself as their Empress. Chrysalis, for her part, let her smile grow as she watched their expressions and sensed their emotions.

"N-no!" Luna backpedaled, pulling away in horror as she looked upon Chrysalis in her natural state. "No, you are not my Empress!" She cried, her conditioning not holding back what was honestly the natural response - of not a tad exaggerated due to fear of it suddenly becoming true.

Twilight, however stood there for a second longer before finally, folding her legs to bow as low as possible. "My Empress." She said quietly before kissing the grass just before Chrysalis' hooves, much to the changeling's delight and arousal.

"My loyal princess," Chrysalis hummed, looking up from the bowing alicorn to the one that was caught between fleeing and staying right there in the clearing, "Your test is still in action. You must help Luna to see the truth." Chrysalis reminded Twilight.

With little, if any hesitation, Twilight rose and turned to face Luna. In the briefest moment that Twilight had faced Chrysalis, the changeling Empress had seen it in the dim light - the shimmer of tears in the alicorn's eyes. Something hitched briefly in Chrysalis' chest as she looked past her faithful student to the destressed princess beyond.

"Please, Luna, she is our Empress. Please see that it is true." Twilight pleaded, her voice a low, strained murmur on the cool night's breeze. "The lessons have always been true, why not this one? It must be true. It is true."

Luna looked about the clearing, her eyes wide in terror as she tried to think, tried to plan. "Luna," Chrysalis said in barely a whisper, "please don't go, please just stay with me." Chrysalis said, channeling all the emotions she had seen grow within herself towards Twilight into a phrase directed at another pony entirely.

Luna froze in that instant, looking conflicted beyond belief as she stared at the changeling in utter confusion. "Twilight taught me of friendship in our time together." Chrysalis explained, stepping up beside her favorite mare. "I'm reformed. I was like you once were and somewhat worse, but now... now she has helped me to become better."

"Please, Luna, don't run." Twilight urged gently. "If Celestia trusts her to be her ruler, than we can too. She is our Empress, Luna, let her guide you. Let your lessons show you the way to where you ought to be - at her side." She finished, answering her own question.

Luna stopped for a second, and then relented slightly. "Y-you are better now, Chrysalis." Luna admitted. "You aren't the evil spawn of Tartarus you once were. You have made great strides and we all know of it." Luna pressed on, taking a firm stance. "But you are not my Empress. Celestia may be my Queen, but you are not my Empress."

Chrysalis sighed. "Then you shall have to learn one more lesson tonight." Chrysalis looked to Twilight, a sad smile on her features. "Take her, Twilight." She said with a resigned tone. Twilight gave a sad nod and turned to Luna, her expressions sad, yet determined.

"This is madness, Twilight! Stop this before its too late!" Luna pleaded. "This isn't right, please!" She begged, her mind artificially constrained to not let her run on her own volition. Chrysalis smiled at her, knowing full well that no matter what, the night would end the same.

"Madness?" Twilight asked, as if puzzled by the word. "This! Is! Our! Empress!" Twilight roared before darting forward, effortlessly tackling the other pony to the ground. "What is your first lesson‽" Twilight demanded, pressing down hard on Luna.

"W-what?" She burbled, her head still spinning.

"What is your first lesson‽ Repeat your first lesson!" Twilight demanded, pushing down harder into Luna who squeaked in response before a strained whisper escaped her lips.

"Celestia is my Queen..." She said on a breath. In a flash, Twilight shot down whilst still pushing Luna to the ground, and ran her tongue across Luna's sex in a long, rough stroke. Luna shuddered under the attention, gasping for air in surprise and pleasure.

"What is your second lesson?" Twilight asked in a lower, calmer voice.

"I... I obey my Queen."

"Say it as though your whole life depended on it being true!" Twilight roared at the former princess, pressing her hoof harder into Luna's gut.

"I obey my Queen!" Luna howled, only to moan as Twilight once more lapped at Luna's glistening pussy.

"What is your third lesson‽" Twilight pressed, returning to her authoritative tone.

"I cannot disobey my Queen!" Luna replied without hesitation before squirming under the renewed assault at her nethers.

"What is your fourth lesson‽"

"I love my Queen!" Luna replied between gasping breaths.

"Fifth lesson!" Twilight demanded. Not receiving a response instantly, she pressed into Luna again, gritting her teeth as tears of shared anguish rolled down her cheeks. "Fifth lesson, Luna! Fifth lesson!" She cried, her heart breaking at what she had to do.

"I... I lust for my Queen..." Luna squeaked pitifully.

"Is it true‽" Twilight demanded through flowing tears.

"Yes!" Luna cried back between whimpers.

"Then say it like it is! Say it as though your entire world is summed up in that one phrase! Say it with all your heart and passion and then add more because it is all you know and have!" Twilight shouted, her heart straining under the load as she pressed into Luna.

"I LUST FOR MY QUEEN!" Luna shrieked, her body quaking under the strain.

"Sixth lesson, Luna! Tell me your sixth lesson!" Twilight ordered between laps at Luna's sex. Luna cried out in ecstasy as her mind faltered and world shattered.

"I... My... M-m-m-m-MY EMBARASSEMENT AROUSES ME!" She cried out to the wide world, rolling back and forth as the pleasure consumed her whole.

"Seventh!" Twilight encouraged, tears flowing freely as she pressed the other pony to where she needed to be.

"I WILL MASTURBATE TO MY QUEEN EVERY NIGHT AND EAT MY OWN CUM BEFORE GOING TO SLEEP!" Luna screamed as she drew nearer and nearer to her orgasm while writhing about in the grass.

"What is your penultimate lesson‽" Twilight pressed.

"I... I... I..." Luna trembled. "All that applies to my Queen applies to my Empress!" Luna quivered, her resolve crumbling before Twilight's pleasurable assault.

All at once, Twilight stop licking, drawing herself up to be muzzle to muzzle with Luna. "Who is your Empress? What is your final lesson?" Twilight asked, pleading with Luna. Luna's breath wavered in her throat as she looked up at the teary-eyed princess. Finally, her resolve shattered and she let it all flood into her.

"Chrysalis is my Empress." She said in a whisper, her voice still as sure as stone despite the volume she used. Twilight simply smiled and nodded at the proclamation before stooping down and pressing her lips into Luna's. With a flare of magic from Twilight, Luna shook violently, and then came across the open ground as her orgasm rocked her world.

Chrysalis observed it all unfold, and with a smile, stepped forward as Twilight passionately kissed Luna, letting her words slip inside the mare. "You are ready, Twilight." She said with a seductress' smile. "Feel her love. Feel it within her, just wanting to press out. Feel the sweet, pink, silky smooth band that travels from her. Feel it coil about you.

"Touch it, know it." Chrysalis guided, feeling Twilight reach out and follow her orders. "Now slowly pull, with a persistent tug, and draw that slim band inside of yourself. Pull it inside until you feel it resist, and then cut the band - leaving Luna with but a tiny sliver. Just enough to tease. Just enough to make her return to you for this release - for this pleasure."

With a grin that said all of her story, Chrysalis watched the princess pull the string of love energy from Luna, slowly bringing it out of the other mare. She watched it coil and spool about as it was drawn inside the once lavender mare who grew darker by the second.

Few knew - and why would they? - that changelings weren't always born. The process to turn something into a changeling required a great deal of patience and a will clad in adamantium. It required a creature - usually a pony - to be thoroughly enthralled by a changeling - usually the Queen of the hive, but not always - and not have any love drained from them for the duration of the process.

It was a game of fasting for a changeling, a delicate dance of power where the pony could win - for once - by making the changeling suck them dry. Once dry, or even partially drained, the process was broken and couldn't be attempted on the same creature again for years after. No changeling had ever figured out why, just that it happened that way and that it should be avoided if the end result was to be achieved.

Once the pony or otherwise was enthralled, a vast amount of changeling metamorphological magic had to be used throughout the pony's body - but particularly in the mind. The change would be slow, but was fundamental in the process. But best yet, it wasn't the end.

Next was the potent cocktail that a changeling could excrete from their ovipositor as opposed to sperm or a ready fertilized egg. Copious amounts had to be deposited in the womb and stomach. The brew would seep deep inside the creature, and slowly begin the process of changing them on a physical level.

And now, Chrysalis watched in glee as Twilight herself enacted the final step - the first syphoning. The convert would drink another creature near dry, and in so doing feel so full - though in exchange for only feeling as full when they did the same. There'd never be another feeling to fill the changeling like that first drink of love's potent magic.

And that was what Twilight was greedily drawing in.

Chrysalis smiled to herself, watching as Twilight shimmered before her in a wave of green, her hide seeming to lose all shade of lavender or purple it had once had - replaced entirely with black. Her body changed, and as it did, her mind finally caught up with the truth of what she was doing. In one final second, Twilight's eyes widened in terror, only for her pupils so constrict into thin lines as the power that had been poured so freely inside of her changed her at a fundamental level.

"Welcome," Chrysalis purred, "to the hive."