The Art of Subterfuge

by Solipsistic Corruptor

Rating: mature
Tags: Twilight Sparkle, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Porn, Sex, Fetish, Queen Chrysalis
Length: 30062

When straight on attacks with all measure of stealth and deception fail to bring about the result she wishes for, Chrysalis devises and puts into action a plan of such magnificent brilliance that no pony would ever suspect it: She changes sides!

When defeat after defeat humbles the mighty Queen Chrysalis to the point of being the last true changeling in the world, her entire world is shaken. Battle after battle against the ponies has driven her to the brink, and now, just before the point at which her fate would have her trapped in stone, she launches the grandest and most elaborate of schemes. She changes sides!

Who else but a changeling could pull off such a wonderful plan? What will the Queen do with herself now that she's on the same side as Twilight Sparkle? Will she actually change her ways? Does she even have to?

Commission for TwiDavid.

Cover Art by Solipsistic Corruptor, who is me

Published 2021-02-21 06:30:01 UTC
Last updated 2021-02-28 06:40:42 UTC

Lesson 2: On Changing with the Times

Canterlot Palace. The large space reminded Chrysalis somewhat of her once beautiful hive, though the halls somehow made even less sense. It was built so that any creature, no matter how mobile, could access any space in the castle so long as they were allowed. Such deference to those without the ability to contribute as much as the fittest of the race was beyond Chrysalis, who's hive had grown in such a way that you had to either be able to fly or use magic to levitate in order to reach certain spaces.

Even so, she never spoke such thoughts out loud, instead doing her best to be pleasant before the ponies. In all honesty, she didn't even have to try that hard, as most ponies realized - or, more accurately, thought - that Chrysalis was a work in progress that just needed time and gentle guidance towards becoming a better creature.

Barely hidden whispers already swirled about in speculation of how long it'd be until she metamorphosed into a 'splendid, beautiful, and radiant' lovebug form. The thought disgusted Chrysalis. She wanted to stay just as she had always been. In her mind, no matter how deep the ruse, there was no good reason to change what she looked like on a base level. Sure, she might use her inherent ability as a changeling to make herself seem transformed at some juncture in the future, but never would she let herself become one of those deplorable lovebugs.

Walking through the halls of the immense palace as plain as day, Chrysalis made her way towards the royal chambers of Her Royal Majesty, the Element of Magic, Head of the Council of Friendship, Protector of the Buffalo, Guardian of the Tree of Harmony, the Stormbreaker, Harmony Bringer, the Princess of Friendship, the Princess of Equestria and all Her Lands, Princess Twilight Sparkle.

Chrysalis personally preferred the title that rarely was spoken beyond closed doors. A title that only Chrysalis and Twilight knew - and then Twilight only knew when in the... right frame of mind. A frame of mind that, though seldom used, was taken full advantage of when opportunity permitted.

It had been nearly half a year since she had first taken Twilight in secret, and every so often - as the situation permitted - Chrysalis had taken time to help Twilight along with her secret lessons. The goal was coming closer into view the more she ground down Twilight's walls, and every session bore greater, juicier fruits.

Knocking on Twilight's door with a hoof, Chrysalis waited for the call to come back for her to enter. As she waited the briefest of moments for Twilight to let her in, the changeling did her best to not acknowledge the glares of the guards that flanked the door. Chrysalis, after all, had a perfectly legitimate reason to be here - that being that she lived in the castle and was currently seeing the princess for 'friendship lessons'. Everypony knew this, even the guards, and even so they continued to treat her like an unwanted visitor.

The feeling was mutual, to be fair. Chrysalis much preferred it when it had just been Twilight and her in the old castle in Ponyville. She had much better access to the princess back then, and so a much easier time reinforcing the ideas she wanted implanted into the pliable skull.

Today, though, would be a wonderful day to play out a plan she had been wanting to use for quite some time. It had been a long time in coming, and now Chrysalis had decided that it was high time to start Twilight's final descent. Today surely wouldn't be the last session, but it was the one from which Twilight would find no return. This point and no further would there be a Twilight worth being worried about.

"Come on in, the door's unlocked!" Twilight's voice rang out not two seconds after Chrysalis stopped knocking, though it felt much longer to Chrysalis' thought-filled mind. With a smug smirk directed towards the guards, Chrysalis pushed the door open gently with a wave of her magic and entered into the lavish room.

It was a large affair, with a tall ceiling that could fit most adult dragons comfortably and fine silken draperies that would make said dragon feel quite doted upon. It was also the object of a love-hate relationship with its primary occupant. Twilight, throughout Chrysalis' early visits to the room, had made no end of offhoof comments about how much she'd much prefer a room that wasn't large enough to house a cloud manufacturing facility and have room left over. It ticked Chrysalis off, who much preferred a large room as it gave her countless places to hide from sight.

"I'm glad you were able to make it for this impromptu meeting, Chrysalis." Twilight said with a genuine smile. "I always enjoy our times together, and I hope you do to." Chrysalis couldn't help but return the smile.

"Trust me, Twilight, when I say that I thoroughly enjoy our time together." The changeling replied, a litany of memories playing across her mind's eye. "Now what exactly did you want to talk about? Is this another friendship lesson you just came up with?" Twilight giggled at that, motioning with her head for Chrysalis to follow her over to her writing table. Chrysalis made sure to walk a few paces behind the slowly growing alicorn, admiring the assets the sexually shy pony had unwittingly on display - from her plush ass to the slender curve of her barrel and the wonderfully silky sheen of her mane. Twilight was certainly a specimen of an alicorn in bloom, and she was all Chrysalis' - whether the alicorn knew it or not.

"Well yes, but actually it's more that I just wanted to have a conversation with you over some notes." Twilight said, not even looking back to Chrysalis as she moved to take a seat. Chrysalis cocked an eyebrow at this, taking her own seat with no little amount of caution. She was so close, now was not the time for an upset.

"Well, I'm here, what is it that you wanted to talk about, Twilight? Is something bothering you?" Chrysalis asked, a wonderfully coy smile across her features as she waited for what Twilight had to say, hoping to have time to use her words rather than her magic. Chrysalis' words, after all, could cause such an effect on the mare.

"I wanted to start by saying that I am glad that you have continued making strides in improving how you behave around ponies. I'm glad to say that I receive near daily comments that you have been applying our lessons to your day to day life." Twilight said, her attention fully on the changeling as she used her magic to pull up some papers from her desk, letting them float to the side like an ominous specter over the meeting.

Chrysalis simply nodded, appraising this information as closely as she could while her mind worked overtime to fit words into the places they needed to be. "Well, I am trying my best to make an effort. I do admit that I do slip up on occasion, but I believe the phrase is: to err is natural." She said, a duplicitous smile growing across her features. Twilight's ear flicked gently, as if registering something the rest of her had not.

"Of course, Chrysalis, and it's on that that I wish to speak." Twilight said, bringing over one of the pages from the floating ensemble to her inspection. "The number of reports over the months have dwindled, but there are still some that require attention on my part as your custodian during this trying time."

"Yes, Twilight, quite trying." Chrysalis agreed, watching the alicorn carefully. "I hope that in time, and with great effort, I may one day have your fears and concerns melt away." Twilight's blinking slowed for a second before returning to normal as she shook her head slightly and looked to the page.

"One day, but do not try and rush yourself or beat yourself up on temporary failings." Twilight comforted, scanning over the page once more. "I have a complaint here issued by an anonymous member of the kitchen staff. It says here that you, and I quote 'made off with a tray of cupcakes without prior notice and then gently zapped a member of staff when they tried to ask for a few of them back for the dignitaries they had originally been intended for.' What do you have to say in regards to this complaint?"

Chrysalis sighed as if in defeat, casting her eyes low as she began. "I feared that would make the reports." She grumbled before looking up at Twilight. "I did try, princess, I really did. I was tired, so I took a snack. The pony that wanted them back was oh so pushy and I was a bit cross, so I gave him a buzz so that he'd back off." Twilight caught herself nodding off as Chrysalis ended her reply. The alicorn shook herself gently once more and took a deep breath in and then out before nodding in response.

"I see, so you admit you did wrong - or at least weren't entirely right. I hope that in future you might restrain your... your temper." Twilight said, stifling a yawn unsuccessfully as she spoke. "I hope you seek out the kitchen staff and give them a proper apology - especially the pony that you 'zapped'.

"To continue, though, I have another report here that says that you 'caused a pony a bit of harm, though said that you were trying to help them at the time it happened and that the hurt caused was unintentional and merely an unwanted byproduct of your actions to prevent worse from happening.' Would you like to tell me the story behind that report?"

Chrysalis paused for a second, considering the story and what incident it might be referring to while appraising the princess with a keen-eyed stare. "I suppose it's talking about when I checked a stallion who was rushing down the halls. You see, I had come from where he was going and had noticed the maids mopping up a rather nasty spill. I saw this stallion galloping down the hall straight towards the spill that was behind a bend, and I was afraid of him falling and hurting himself. So I made sure he wasn't galloping when he took the turn. He might've hurt himself a tad because of it, but I'd think the pain it would cause not just him but the maids if he slipped in their work area at galloping speed would've been far worse by comparison." Twilight's eyes closed for a second as Chrysalis spoke, popping wide open a moment later.

"I s-see." Twilight nodded, blinking her eyes rapidly as if to drive off sleep. "So an accident while trying to help a pony? An understandable mistake, if it might even be called one considering the circumstances. I'd advise a gentler touch in future. Perhaps a gentle word instead of a firm push?"

"Of course, Twilight." Chrysalis said, imposing herself in the middle of Twilight's short lecture. "I'll be sure to sleep on it." Immediately, Twilight slumped forward in her cushion. Her magic dissipated instantly, letting the pages fall from their floating vigil beside her. Chrysalis, with a mind honed to think of these things, quickly caught the pages before they hit the floor and set them neatly back on the table. Chrysalis then rose from her seat and gently buzzed over to the doors of the chamber, setting down silently by the heavy, wooden portal.

Kneeling, she put her ear to the thin gap in the doorway. Just barely she could here the sound of hoofsteps beyond. With a bit of straining and immense concentration, Chrysalis could hear the breathing of the two guards on the other side of the door. They were calm and, better still, seemed to suspect nothing.

Knowing her business well, she pushed more magic into her already traced one-way silencing charm in the doorway, ensuring that her next few hours were undisturbed. She did the same for the two secret listening holes - which were unused most of the time, but still a very real danger if somepony were to walk past them at the wrong time - and the gigantic window that let out to a splendid view of the now much larger castle gardens. She quickly reinforced the illusion spell that was placed on said window, ensuring that no snoops or eavesdroppers would be able to look in on them, while using a brief wave of magic to secure the lock on the large door.

Satisfied with her work, Chrysalis moved back to sit down at the cushion in front of the dozing Twilight. "Do you hear me, Twilight Sparkle?" Chrysalis asked, shifting her voice to that of Celestia's.

"Yes, my Queen." Twilight answered in a trance. Chrysalis grinned predatorially at that. It was just too delicious how easy it all had been. A single session of hypnosis, a dash - or, more accurately, a deluge - of changeling magic, and then poof, Twilight was hers for the taking. Of course, Twilight would never think it was Chrysalis. After all, these odd daydreams she kept on having were about her old mentor.

The first session all that time ago had been an immense success, and now, so many session later, she was at the height of her power over the pony that had defeated her so many times before. The pony's own naivete had been her down fall, and in the end, and now the pony would fall into such a deep trance at but a few words from the changeling that no pony could bring her from it without knowing the special words that Chrysalis' had implanted.

Chrysalis relaxed herself and then let her magic flow over herself, changing her coat to an alabaster white and making her mane a flowing rainbow. It was such a routine by now that turning into Celestia was like putting on a nice hat. A victory of sorts, Chrysalis supposed, over the mighty princess who was now no more than an unwitting pawn in the subjugation of her prized pupil.

"Whose are you, Sparkle? Who do you belong to?" Chrysalis asked in the motherly tone of Celestia as she pushed past her thoughts and turned to the task at hoof.

"Yours, my Queen." Twilight replied, eyes still closed and head still bowed. Chrysalis licked her lips, ready to pounce on this tasty morsel, but smart enough to know that it wouldn't be wise. Not yet; but with patience it would be something she could do in public one day.

"What will you do for me, Twilight Sparkle?" She asked, as if quizzing a young student who was particularly dense. The opposite was true, of course. Twilight had been exceptionally receptive, beyond a few rough patches, to Chrysalis' words and suggestions. She was as good of a hypnosis subject as Chrysalis could hope for.

"I will do anything that you order, my Queen. I am yours to do with and to order as you wish, my Queen." Twilight answered without hesitation in her entranced state.

"Very good, my faithful student." Chrysalis purred in Celestia's voice. "Now, I will countdown from ten and you are going to open you eyes. You will forget about everything but me, my orders, and your place. Where is your place?"

"Under your hooves, my Queen." Twilight said, not waiting an instant to give the answer that had been drilled into her with intense training. Chrysalis slowly nodded to this, smiling in satisfaction as she looked over her prize.

"Very good, my faithful student, very good indeed." Chrysalis said, returning to her orders for the mare. "I will count from ten to one. You will open your eyes and forget all but me, my orders, and your place once I reach one. Am I understood, Twilight Sparkle?"

"Yes, my Queen." Twilight answered.

"Ten;" Chrysalis began without another word, "you begin to remember the outlines of all our lessons thus far. Nine; you feel those deep seated emotions rising to the surface." Chrysalis grinned at her prey, watching the mare's cheeks begin to flush darker. "Eight; your heart begins to yearn, though for what it knows not. Seven; those emotions you hide are back and cannot nor will not be hidden, even though their target is unknown."

Twilight's blush grew deeper, a scent of arousal and taste of deep love flowing off of her with each passing moment . It was a sweet symphony of delicious sensations that Chrysalis reveled in. Taking a strand of the mare's love energy in her dark green magic, Chrysalis gently began to tug at it like a leash, testing its strength while being careful to not draw it into herself yet. It was immensely powerful and such a temptation to the changeling.

"Six; your lessons begin to become crisper, realer as the details slowly sharpen in your mind's eye. Five; your heart's yearning is beginning to become understandable to you." Chrysalis said, watching as Twilight - still entranced under the layers upon layers of hypnotic enforcement that Chrysalis had set deep in the mare - began to breath a tad quicker, her love a strong power unto itself.

"Four; know your lessons, live them as though the first time. Three; taste how close it is to you, your heart's desire but a hair's breadth away from your understanding as your emotions continue to fill you up like a cup. Two; understand who you are, what you are, and what is expected of you." Chrysalis purred, pulling the young alicorn in like a fresh catch. The pony was right there, teetering on the edge, needing but a push to fall back into the depths Chrysalis had prepared for her.

"One; know your heart's desire, speak it aloud, and awaken to your next lesson." Chrysalis said, sitting up straight as she braced her heart and senses against the alicorn's awakening - which tended to be quite intense for both parties involved.

"I want to be dominated! I want to serve! I want to be a degraded slut at Celestia's hooves! I want to be humiliated! I want to be a whore on the corner at but a word of my Queen! I want to be Celestia's! I want to be nothing but a set of holes to be used!" Twilight shouted with all the volume she could muster.

Had it not been for Chrysalis' spells, doubtlessly her words would've been heard by half the ponies in the castle. How much would her public perception change if those words were heard by even a mouse? How many might offer their services to the princess? How many more would take her words and then force themselves upon the receptive princess? Chrysalis shuddered to think about the delectable idea.

Heaving a breath in and out after shouting her lungs out, Twilight slumped forward, falling to catch herself. She collided ungracefully with the marble floor with a thud and a sigh, her body still shuddering for a few seconds as the power of the changeling magic unleashed all that had been blotted out from her waking mind. Such delicious, perverted ideas that now flowed through her being made Chrysalis simply shiver in excitement.

The disguised changeling Queen did her best to not leap on the pony and to drink her dry. The lust and love that emanated from the pony were so powerfully intoxicating that had she been a lesser changeling she certainly would've plunged forward then and there. Fortunately for her, she wasn't - and as reward for her forbearance, she would be granted with a far tastier treat later on. And how sweet that treat would be to Chrysalis' ever so humiliated senses.

Twilight slowly looked up from her stupor, and all at once bowed back down and began planting kisses on the floor at Chrysalis' hooves, daring not to touch what she saw as Celestia's hooves with her unworthy lips without invitation. "My Queen! Thank you so much for letting me see your true glory again! Oh, my Queen, I adore you! Please, I beg of you, use me as you wish! Make of me what you will and know that even to be the thing you spit on would be an honor beyond me! My Queen, my Queen!" The alicorn burbled between kisses on the palace floor.

Chrysalis couldn't help but smile at this, though she measured it carefully into a soft smile befitting her now regal countenance. "Rise, my faithful student, I have a task and another lesson for you and wish to see your face as I deliver them to your care." Chrysalis said with the airs of authority that fit her new station above the now humbled princess.

Twilight, with all the admiration and love in the world and more, looked up at Chrysalis, her eyes pleading with the changeling for any and all orders. "I look upon this room that I hear belongs to my faithful student." Chrysalis began, staring into Twilight's glistening eyes. "What do you think I see when I look upon this room, my faithful student?" Chrysalis pressed.

"A room far too great for your servant!" Twilight replied without hesitation. "It is a room fit for a princess! I am but your student, your servant, your slave! Others may call me princess, bu-"

"No." Celestia's voice broke in, silencing Twilight with its authoritative tone. Chrysalis looked away from the pony, inspecting the room with a regal stare that passed about two inches over everything she was looking at. "It fits my faithful student. Adequate rewards for remarkable service." Twilight lowered herself once more at Chrysalis' hooves, her thanks being voice incoherently as the mare shuddered at the praise.

"I had not finished, my faithful student. Please, lift your head once more for I do still have a command and a lesson to give to you that you shall doubtlessly heed and obey. I call you 'faithful' with reason, after all, my faithful student." Chrysalis said, not daring to touch the overly excited mare for fear of making her break out in orgasm like that first time.

At least not yet.

Twilight quickly looked up at her Queen, her eyes wet with tears as she looked upon the loving face of her old mentor. "I do not see a room beyond my faithful student." Chrysalis restated. "But what I do see is a room that is far too dirty for it to be my faithful student's room. I know my faithful student, and she is tidy - as I have ordained her to be. She cleans all that is hers well and maintains it without spot, for so I ordered her and so she does." Twilight quickly stole a look about, doubtlessly seeing every speck of dust, her vision forced open by the words of her Queen.

"There is no need to despair, however, for I am certain that if this, indeed, is the room of my faithful student that she shall shortly have it cleaned to the standards I have told her to keep it." Chrysalis said, her thin smile threatening to become the maniacal grin it so desperately wanted to be.

"Now, my faithful student," Chrysalis continued, leaning in closer to the alicorn to whisper her next words, "you will make the floor of this room spotless, and you will do it with your tongue. As you do, you will find yourself deeply aroused not only for the task that you do, but because you do it for me. You shall do this, because it is proper. You will do this because I have ordered you to. The taste of the floor shall be heavenly, and you shall continue until every inch has been tasted thoroughly. Am I understood, my faithful student?"

Twilight nodded furiously, already trembling at the thought of what she was about to do. "Y-yes, my Queen. I will lick the floors clean. I will do the entire floor, and I will do it thoroughly. I will enjoy it and find it arousing. I will do this because it is proper. I will do this because it is my Queen's will." Twilight said, her voice trembling in aroused trepidation. Chrysalis nodded, well pleased by the response.

"Begin, my faithful student - there is much floor in need of cleaning." Chrysalis smiled. Twilight - no hesitation within her heart or soul - instantly went to her hooves, only to lower her head to begin licking at the marble floor. Chrysalis sat back, watching happily as the alicorn debased herself so.

As Twilight continued, her arousal began to increase at a quickly escalating rate. Shortly, her lower lips began to tremble as they showed visually how much she had begun to enjoy the task. The musk filled the room in a pungent aroma, one that made Chrysalis almost go wild then and there if not for her titan will.

Watching the alicorn continue to lap at the floor, leaving a nice sheen across the stone that dozens of ponies walked on daily, Chrysalis' heart beat ever faster. It was all just too much, and yet she had to stop herself from doing anything. She had to sit and watch as Twilight's quivering pussy began to leak onto the floor, leaving a neat line of droplets behind the mare.

"My faithful student," Chrysalis called out to Twilight, whose head shot up instantly, "I want you to turn and look on where you've come from thus far." Celestia's voice rang out. The lavender alicorn slowly turned and looked at her trail of slowly drying saliva that was adorned by beads of shimmering precum. "Is that, my faithful student, clean?" Chrysalis asked, inwardly smirking to herself.

"No, my Queen." Twilight replied dejectedly, realizing that, try as hard as she might, the floor would be dirty behind her as she walked along as she leaked her perfume-like arousal all about the room. Chrysalis let Twilight stew in this for a moment longer before interposing herself into the gathering storm of emotion that surrounded Twilight's mind.

"Then you'll simply have to clean it as well, my faithful student." Chrysalis said gently. "If the problem is behind you, then walk backwards." Chrysalis urged, smiling to herself the whole way. Twilight seemed to brighten up at this suggestion. "Be sure to not get your tail dirty either, it would not do for my prized pupil to be dirty. She too must be as clean as her room. A clean room and body are the beginnings for anypony wishing to be in my service."

Without an inch of hesitation or disgust, Twilight bounded back to where she had started, and began to lick at the floor once more, this time walking backwards while flagging her tail up in the air and away from her. Chrysalis purred at the sight, marveling at how easy it was to manipulate a pony that, on a deep level that not even the pony themselves understood consciously, wanted to be manipulated.

Standing up from her cushion, Chrysalis walked slowly beside Twilight who lapped at the floor, cleaning up all the filth that lay there in addition to her own freely flowing juices. It was a sight to behold; a true feast for the senses of the changeling. She watched the pony backing up slowly until she bumped against the far wall, before turning in a slow arch to face the opposite direction before beginning another column of the floor.

As Twilight crossed the floor again, Chrysalis lowered her head to a breath away from Twilight's ear and began to speak in Celestia's soft, maternal voice. "Good, my faithful student, very good indeed." She cooed, causing Twilight to let out a fresh wave of arousal. "I want you to listen to me now while you lick and clean and taste, my truly faithful student. Listen to me, but not with your ears, because they can fail you and deceive you without you wishing them to. No, my faithful student, listen to me with your heart; listen to me with the mind that rests when you are awake, and yet can act through you even as you walk in the hours of daylight. Listen, my faithful student, and learn.

"Your first lesson today, my faithful student, is this: your room must be clean." Chrysalis whispered breathily into Twilight's ear. "You must daily lick the floor of this room clean, just as you are doing now, for no less than one hour. You will find a way to set aside this hour, and you will feel so good as you do it because I ordered you to. Your waking mind will not understand, but it will know that it must do this, because the mind that sleeps tells it to in my voice, and your mind in waking cannot deny my voice."

A throaty moan echoed from Twilight's throat as she licked, relishing the degrading orders as they came and implanted themselves deep inside of her subconscious, leaving no conscious trace that the pony would ever be able to trace. "Good." Chrysalis purred. "You will do this everyday, just as I have said. You will never do it for less than an hour. You will lock your doors and shoo away any that try and interrupt you. You will lick, and you will feel the arousal within you build.

"You will lick and lick and lick, and you will love the sensation and the taste and the emotions it brings you. You will do this because I told you, and you obey my voice, you obey my commands. You love me, you love my commands, and you love to obey my commands." Chrysalis continued, pressing deeper inside of Twilight, planting a seed so deep it would never be uprooted by anypony.

"You will do as I say and will lick your floor for an hour to ensure it is clean. You might find yourself going longer, and that is good, because the longer you go the better you will feel. Exceeding an hour will grant you such bliss and bring you such pleasure. You will feel this because licking for longer is being dutiful; it is doing as you are told and more in addition, and this is good and shall make you feel good.

"You will want to lick as much as you are able without neglecting your duties. You will enjoy the taste and the experience, and all the while my voice will guide you, even if your waking mind does not recognize it as mine." Chrysalis said, watching as the stream of precum became a near constant dribbling that Twilight had to lick up in her lurid display of subservience. "You will lick and lick until you must stop. You must not neglect your other duties in favor of licking your floor, for though I command you to keep the floor clean in this way, you must not be foolish and lay off your other duties, or else displease me in so doing.

"Licking and licking, letting the pleasure build as much as you dare, as much as you are able, my faithful student." Chrysalis pressed. "Then, when you finish, when your other duties call you to leave off licking the floor, my faithful student; do you know what happens then?" Twilight grunted in the negative, gaining a grin from the changeling.

"My faithful student, when you finish licking the floor, whether after an hour or longer," Chrysalis let the words hang for a moment, letting Twilight build to the moment Chrysalis wanted her, "you will cum. You will cum in an orgasm that is proportional to the length of time you licked. You will cum across your floor, and then, you will clean that last mess. You will clean up your juices as though they were mine, and taste it as sweet honey.

"Then, you will forget, you will awake to your failing mind and forget you had obeyed me, but will feel good. You will forget until I next awake you, and then you will tell me for how long you licked, and in that moment that you tell me, you will cum again and will lick your juices up anew, to show me you are truly my faithful student. Do you understand?" Twilight briefly lifted her head from the floor, her breath coming in heavy, needy pants - her arousal plain to see.

"Yes, my Queen, I understand. I will lick the floor of my room for one hour at a minimum each day. I will not neglect my other duties with this time. I will lick the floors in the same way I do now. I may lick for longer if it does not interfere with my duties, and will orgasm in proportion to the length of time I spent licking my floor. I will then lick my own cum off the floor and I shall enjoy it greatly, as if I licked up your cum, tasting the cum I lick up as honey.

"Upon finishing licking up my cum I will forget until next I awaken to this state, at which time I will tell you the length of time I licked, and then I will cum. I will clean up this cum in much the same way as proof that I am your faithful student. I will do this because it is proper. I will do this because it is my Queen's will. This is my first lesson for today." Twilight said, before returning to licking the floor.

Chrysalis smiled, watching Twilight continue lapping at the floor, cleaning up her own mess as she went. It was a wonderful show of depraved humiliation, and Chrysalis loved it. For all the time the Queen had had to spent figuratively ass-kissing and acting as a doormat of sorts now the princess that had subjected her to it was worshipping the ground that dozens had walked on and was getting off on it.

Chrysalis observed her doing this for sometime, enjoying the view, when a new and much more delicious idea struck her. "You may stop now, my faithful student." Chrysalis ordered. Twilight immediately lifted her head from the floor and looked up at Chrysalis expectantly. It was wonderful how reverential she looked in that moment, and a moment later it would only be that much better.

"I will now teach you your next lesson of the day." Chrysalis said with a pleased smile as she looked over her prey. "Are you ready to learn, my faithful student?"

"Yes, my Queen." Twilight said, lowering her head submissively. Chrysalis couldn't help but have her heart race at the scrumptious idea she was about to enact on the alicorn's life.

"Your second lesson of the day is as follows," Chrysalis cleared her throat, pronouncing her next lesson with clear dictation so that no misunderstandings could develop from this lesson, "As my subject, it is your responsibility to please your Queen in all things. This is true and is right. You are your Queen's property and so can be dealt with as your Queen so desires.

"As your Queen, I am aware and sensitive to your needs as well, as is right and proper." Chrysalis continued, doing her best to restrain any preemptive reactions to the orders she was formulating within herself. "I know, as your Queen, that your humiliation causes you great arousal, and as such is a blessing I can give you easily.

"Beyond this, I too derive enjoyment from certain forms of humiliation to which you can be subjected. This all in consideration, it is splendid for your sake and for mine, that the following is true, as stated in your next lesson: whenever it pleases the Queen, she may command her subjects to act as pets for her amusement and pleasure."

Twilight's reaction was immediately, a twinkle taking her eyes as she realized just what the lesson was. "Now, my student, repeat your lesson." Chrysalis pressed with a small smile.

"I must act as a pet when my Queen orders it." Twilight summarized, a smile on her face.

"Very good, but there is more to it." Chrysalis said with a dainty smile that belied the storm of passion restrained within her. "This changes will take over you whenever it so pleases anypony that knows the key phrase. And indeed, there is a phrase which brings about this change. If ever any creature speaks it, you will instantly act as a dog would, and believe with every fiber of your being that you are one.

"As this is typically seen as humiliation, I do believe you will find this activity quite arousing while partaking in it." Chrysalis said with a coy smile, letting a little of her inner-self out to be seen. "The phrase is as follows: Little Sparkler comes out to play. When that phrase is said exactly as that, you will instantly turn into a horny bitch needing to play in more ways than one. You will be receptive to any act anypony or creature imposes upon or asks of you.

"You will not understand speech per se in this state, unless the speech is an order or a suggestion. Suggestions will be tantamount to orders while you are a dog. You will do anything with anycreature. No exceptions, no restraints, save that which would cause injury to yourself or to another.

"You will only leave off being as a dog when the phrase 'Little Sparkler goes to bed' is used, or you wake up after having gone to bed as a dog. If the phrase is used, you will awaken to this state once more, but if you wake up after sleeping in the state of a dog's mind and so leave the state, you will not remember acting as a dog, but instead think you had done something more reasonable to your failing mind. Am I understood?"

"Yes, my Queen," Twilight replied in an overjoyed manner. "I must act as a pet whenever anycreature speaks the phrase 'Little Sparkler comes out to play.' I will accept any commands while in this state, save those that would result in harm to anycreature, including myself. I will leave this state and return to this one when the phrase 'Little Sparkler goes to bed'; or will awaken to my failing mind if I fall asleep as a dog and wake up later with memories more fitting that mind."

"Very good, my faithful student." Chrysalis smirked. "Now, Little Sparkler comes out to play." Chrysalis said with a saccharin sweet smile.

The change was instant in the princess. One moment she stood at relative attention and the next she had her tongue lulling out of her mouth as she panted happily. Chrysalis smiled at the dumb dog version of her favorite toy, and stroked her head with a hoof.

Twilight leaned into the affection, smiling happily at the show of love that she so yearned for. "Good girl." Chrysalis said in Celestia's voice, making the phrase sound all the naughtier for it. "On your back, girl." She ordered.

Twilight instantly fell to her back, her legs hanging loosely in the air above her as she continued to pant. Chrysalis rubbed at the exposed belly for a moment before lowering her head. Taking a teat between her teeth, she rubbed it a little less than gently, gaining a whine from the doggified pony. It was delicious what she could do to the mare.

"Alright, girl, wanna play?" Chrysalis asked as she pulled away from the teat in an excited tone, amping up the doggy brain. Twilight gave a bark in response, obviously only too happy to play along with any game that might be brought up. "Alright, girl, up up!" Chrysalis said, stepping back.

Twilight awkwardly scrambled to her hooves, panting as she looked at Chrysalis. "Alright, stand facing me, girl." She ordered. Twilight barked and rose to her hooves and stood facing Chrysalis with about a stride's length between them. At this distance Chrysalis could feel the pony's breath on her. It felt wonderful - though not as wonderful as she was about to.

"Keep this same distance from me and keep facing me, girl." She ordered. Twilight again barked in reply. Chrysalis, intent in her eyes, slowly turned, angling Twilight as she wanted. Obediently, the dog-pony followed orders, keeping the same relative position to the changeling as when they started.

Chrysalis then began to walk straight towards the window. Twilight plodded backwards, keeping the same distance from Chrysalis as they walked. No thoughts crossed the doggy brain that held Twilight. None about where Chrysalis might be leading her, or what she might do to her when there. All there was was simple, doglike obedience.

"Bark, girl!" Chrysalis ordered in a cheery tone as they walked. Twilight let out a happy bark in response, only too pleased to oblige. "Louder, girl!" Twilight barked again, this time much louder. "Come on, girl, as loud as you can! I want it to shake the walls!" Twilight hesitated for a second before drawing in a deep breath and letting it out for the loudest bark she could muster.

But as she barked, the sound turned into a high pitched yelp. Behind Twilight, the cool pane of glass had risen up unseen and was now right behind her. Chrysalis smirked at the helpless pony-dog, her mind clicking away at the possibilities of delicious acts of depravity.

"Lift your tail and press against the window, girl." Chrysalis ordered. Twilight did so, lifting her tail up as high as it would go before pressing herself against the cold glass with a thin whine. "Smear it around in circles, girl. Come on!" Chrysalis encouraged the pony.

Not wanting to disappoint, Twilight did so, smearing her juices that had been flowing freely since she had started to act as a dog. "Very, very good!" Chrysalis smiled, knowing full well that an odd smudge had just appeared on the other side of the glass without any sign of what had caused it if anypony had been watching from below. Then again, for just a second it might've resembled a wet pussy and two plump ass cheeks before they started smearing about. Oh the delicious rumors that that would've started if any were about to witness the display!

"Alright, girl, come over here." Twilight obeyed the command instantly, approaching her Queen with her tongue still lulling out. "What to do with you, my pet?" Chrysalis mused to herself, looking over her pet. As if an answer, Twilight began to lick at her face happily, gaining some laughter for the changeling Queen.

"Girl, you'll get me all messy!" Chrysalis laughed earnestly for the first time in a long while. Twilight then tackled her to the floor and began to plant more and more licks across her Queen, her mind fogged for the moment as to what she was doing. "Little Sparkler goes to bed!"

Her tongue still outstretched, Twilight found herself suddenly far more cognizant. She had been licking her Queen! The thought struck her like a ton of bricks. It both fulfilled every desire within her and opened the door of every fear. She had licked her Queen! S-she had touched her Queen - the singular object of all her desires, wishes, wants, and needs - fulfilled in one action.

"I told you to stop being a dog, but I don't recall telling you to stop licking me, my faithful student." Chrysalis said with a playful smile. Twilight's cheeks blushed thoroughly at that, but not having any options but to obey, she moved her head back into position.

Before, when her mind was that of a dog, her licks had been quick and rough, filled with energy and joy; now the licks she rolled across her Queen were languid, slow, and lustful. They were filled with purpose, but a perverse one that enjoyed every second of her denigration.

Her licks slowly trailed down from the face, making their way every lower and lower. They passed from chin to neck, from neck to barrel, and from barrel to lower and lower until...

Twilight froze, something not quite as she had expected. Something was poking at her chin from below, from where she was going. Beyond that, it seemed to be stiffening and engorging. The number of things a mare would have in that general area that behaved in that way were limited to about zero, and yet still something was there.

Twilight looked down while licking and, sure enough, beyond all chances, there was a penis there. No... no, not a penis. Penis was clinical - divorced from the sensuality that Twilight felt rushing through her being. This was a COCK. A dick. A schlong. A meat pole. An adventuring sword. A pleasure stick. A thinly veiled metaphor. A crass joke.

"So you've found it, my faithful student." Chrysalis purred, having made especially sure to let her ovipositor become a part of the disguise. It fit perfectly - the biggest dick in Equestria to Chrysalis now sporting a big dick. "I'm a special case, as you may no doubt have guessed, and this leads into your next, and final lesson for the day."

Chrysalis cleared her throat once more, giving Twilight time to recover to listen properly to the lesson. "A Queen's subjects have a duty to tend to their Queen's needs. They must suck, fuck, or otherwise pleasure their Queen's cock as ordered as best they are able. Am I understood?" Chrysalis asked, a well pleased smile impossible to hide across her features.

"Y-yes, my Queen. I must suck, fuck, or otherwise please your cock however you wish." Twilight repeated, already visibly salivating at the idea of pleasing her Queen in such a carnally intimate way. "H-how may I please you, My Queen?" She asked, clearly wishing to do whatever might be needed of her.

Chrysalis smile broadened wickedly as she concocted an idea. "My faithful student, I wish for you to open the window for me." Twilight bowed her head before turning and pushing the windows open with care. As she did, Chrysalis adjusted the spell she had cast of the window, expanding the area it blocked out to a bit beyond the window's boundaries. To the outside the window's would be open, but to what it was opened would not be the truth.

"Now, my faithful student, I must ask you to prop yourself on the windowsill and to tell me when you believe you are in a stable orientation." Chrysalis ordered, stepping up behind her favorite toy to play with.

"Yes, my Queen." Twilight answered, arranging herself hastily. She tested how much weight she could push, and a nod later, looked over her shoulder at Chrysalis. "I am ready, my Queen. I have taken a steady position as you have ordered me."

"Very good, my faithful student. Now, I will mount you in a moment and will drive myself inside of you. Are you ready to conceive, or is there a reservation in your heart that cannot bear the thought?" Chrysalis asked as she took a step closer.

"None whatsoever, my Queen. I am yours to do with as you please." Twilight said breathlessly, anticipation building up from within her. Chrysalis smiled, readying herself as best she could for what she would do next, the next stage of the plan so near to her.

"Before we begin, I want you to do one simple thing for me." Chrysalis said in Celestia's voice, her tone oh so sweet. Twilight nodded, words being lost to her for the moment. "I want you to take a deep breath in," Chrysalis began, hearing Twilight's exaggerated inhalation in response, "And scream as loudly as you can, so that all Equestria might hear you, how much of a slut you are for me." Chrysalis said, her smile growing maniacal, even as she fortified and cast additional silencing spells to make it so only she and Twilight could hear what would come next.

"I AM SUCH A MASSIVE SLUT! I WANT TO FUCK AND FUCK UNTIL I DROP UNCONSCIOUS ONLY TO BE FUCKED MORE! I WANT MY QUEEN TO USE ME, TO ABUSE ME! I WANT HER TO ORDER ME TO WHORE MYSELF OUT ON A CORNER BECAUSE I KNOW I WOULD DO JUST THAT IF SHE ASKED ME TO! I'M SO FUCKING HORNY FOR MY QUEEN! I WANT HER TO BURY HER MASSIVE COCK INSIDE OF ME! I SCREAMING THIS BECAUSE I WANT IT SO BAD I WANT THE WHOLE WORLD TO KNOW THAT I, TWILIGHT SPARKLE, RULER OF EQUESTIA AND ALL HER LANDS, AM A MASSIVE FUCKING SLUT FOR MY QUEEN!" Twilight shouted with far more volume than even Chrysalis had expected into the wild wonder. She wasn't sure anymore if she had stopped all of it from getting out.

Oh well.

"Very good, bitch." Chrysalis said in a harsh whisper. "Because of your earnest plea, I shall indeed mount my personal slut in full view of her ponies."

"YES! YES, PLEASE! OH PLEASE, FUCK ME IN FRONT OF EVERYPONY! ANYPONY! FUCK ME IN FRONT OF THE COURT JUST TO SHOW THE HOW MUCH OF A SLUT I AM!" Twilight shouted, her volume faltering as her voice threatened to give way despite her enthusiasm.

Chrysalis just chuckled before hoisting herself up on her slut, her forehooves resting on either side of the pony. "Say goodbye to the world without knowing how I feel inside of you, slut." Chrysalis purred. "From now onward, you will be only as good as as many times you drain my balls on the given day."

"YES, MY QUEEN! I'M A WORTHLESS SLU-!" Twilight shouted, only to be cut off as Chrysalis in Celestia's form slammed her dick inside of the willing mare. Twilight clenched tight around the first cock inside of her, feeling a rush of pleasure more immense than she could ever imagine - caused by the cock itself and the fact she knew it belonged to her Queen.

Chrysalis wasted no time with pleasantries or a slow rhythm to get Twilight accustomed to the feeling of getting a dick rammed inside of her, instead going straight for the kill by ramming the dick in and out as fast as Chrysalis felt good with. It so happened that that pace was tantamount to jackhammering Twilight into the window.

Various times, Twilight attempted to shout, but each time she simply let out a burbled scream - an unintelligible spouting of nonsense sounds that only served to rile Chrysalis up more as she dicked the mare harder and harder, passion not a concern when pleasure was so easily on the table. Orgasm, as a result, was not long in coming.

With a scream, Twilight let out her first orgasm, only to not receive any mercy from Chrysalis who kept up the pace, driving her higher and higher whilst shattering her mind with endless waves of pleasure. It wasn't long until Twilight came once more, and then again, and all the while Chrysalis kept up the brutal pace as she pounded away at the royal pussy.

Eventually, Chrysalis had had enough. However, she wasn't about to waste this opportunity on simply cumming in the mare. No, she hadn't come this far to just have a nut in the princess, whether or not it would yield fruit of the womb.

With purpose, she let her changeling biology take over as she shot a special secretion directly into Twilight's womb, sending the mare into another violent orgasm or three. Letting Twilight go, Chrysalis stumbled back to four hooves panting as she looked on her work.

Where might've been the white, fertile seed of a successful insemination or the greenish gunk of an oviposition, there was the clear-ish black ichor that dribbled in long strands from the mare who simply lounged in the window, content to sit there all day in the afterglow that filled her trembling form.

"My most faithful student," Chrysalis said, catching her breath, "you have one more service to provide me today." Twilight turned and looked on her Queen with only more passionate reverence than before.

"Anything, my Queen..." She said breathlessly. Chrysalis smiled to that, knowing full well that she meant it.

"Lick me clean and then clean the floor where you have leaked my blessing upon you." Chrysalis ordered, using Celestia's caring and motherly tone to great, perverse effect. Without hesitation, Twilight fumbled her way across the floor - her belly extended and swaying with the goo that Chrysalis had inserted - making her way to take a lick of the dog that bit her.

Chrysalis sighed in relief as Twilight cleaned her ovipositor off with patient suckling and delicate swirls of her tongue. It felt marvelous, and not just because Twilight was essentially giving her a postcoital blowjob. No, it felt good knowing that she had held out to this point, and had so succeeded in her ultimate task.

She had neither injected sperm into Twilight nor placed an egg inside of the willing mare. Instead she had done the third, less recognized activity a changeling could inflict upon a victim. It was a tad brutal in some cases, but for most it was a blessing after everything else they had endured. For Twilight, it would be a surprise to be sure, but depending on what mind was in her at the time, it could very easily be the most joyous day of her life.

Now all the Chrysalis had to do was do it more with the mare over the next few months and wait. Both could be done easily enough, and the end product would only be the sweeter for it.

Twilight eventually made an end of licking up the mess from both Chrysalis' member and the floor, by which point her belly had already returned to just about the right size. The chemical concoction was potent and fast to set in - and beautiful beyond compare in the eyes of a changeling who had managed such a feat.

"Very good, Twilight." Chrysalis purred in Celestia's voice. "Now, it's time to end our lessons for today and to let you return to the mind that you have between our lessons. Goodnight, Twilight." Twilight sighed and closed her eyes upon hearing those words, sitting on her haunches in front of Chrysalis.

"I am awakening into sleep." She said in her monotone way. "I am returning to the world of a blinded mind, but before I awake I will repeat my lessons. I will then lock them away, along with all the emotions my heart wishes to hold. I will take them both, along with my heart's truest desire, and store them deeply within myself until next I awake from sleep."

Chrysalis nodded, sitting herself down in front of her favorite toy while letting her disguise fall away as she prepared to enjoy the show. This part of the trance, though technically unnecessary in the long run, had a special place in Chrysalis' heart. She had done much the same treatment - though with different particulars - with many of her victims. Ever since the first, she had given them something similar to these lessons, and until now, they had always recited them when coming out of trance. Is was as much routine for her victims as it was for her.

"Lesson One: Celestia is my Queen. Lesson Two: I obey my Queen. Lesson Three: I cannot disobey my Queen. Lesson Four: I love my Queen." Twilight proclaimed, all the confidence the world could muster in her monotone voice as she proclaimed the many things she had learned as the 'faithful student' of 'Celestia'.

"Lesson Five: I lust for my Queen. Lesson Six: my embarrassment arouses me. Lesson Seven: Before I sleep I must masturbate to the thought of my Queen. I will clean up the mess and then fall asleep to dream of my Queen." Chrysalis smiled at this, remembering how hard she had to work for that lesson - and how easy it had made everything else by comparison. Lesson Seven was a treasure to Chrysalis, and it was one she'd never let Twilight unlearn - even when the need for the lessons had long passed.

"Lesson Eight: my Queen may do as she wishes with her property. There is nothing she may not do, for anything that is hers is hers to do with as she pleases. Lesson Nine: I am my Queen's property, she may do with me as she pleases and may have me do anything she pleases. Lesson Ten: I am a slut." Chrysalis barely restrained a chuckle at that one. It had been another trial to get that one in there, but in the end it had worked - though it had taken the reinforcement of a few more lessons.

"Lesson Eleven: I am a whore." Like that one. "Lesson Twelve: I am my Queen's bitch in heat. I am my Queen's slut who loves having her holes filled. I am my Queen's whore that lives for nothing more than to feel pleasure." And that one.

"Lesson Thirteen: My body is not my own. It belongs to my Queen. My body is my Queen's property and it is hers to do with as she pleases and to have do as she pleases. Lesson Fourteen: I will do anything for my Queen because I am hers. Lesson Fifteen: I will lick my floors every day for a minimum of one hour and enjoy it. I will not neglect my other duties in so doing. I will be allowed to do it for more than an hour if it does not interfere with my other duties. I will cum in proportion to how long I licked. I will then lick up the cum.

"I will forget what I did when the cum has been cleaned until I reawaken. When I reawaken I will tell my Queen how long I have licked for and will then cum to prove I am her faithful student. I will lick this cum up as well." Twilight said without pausing for anything beyond a short breath to keep her going.

"Lesson Sixteen: I will become a pet at the phrase 'Little Sparkler comes out to play' and will return to either my entranced state when the phrase 'Little Sparkler goes to bed' is used, or into my failing mind if I should wake up from sleep after being a dog. In the state of a pet, I will believe myself to be a dog, but will be aroused by the humiliation as if I realized I was not.

"In this state, I will receive and obey all commands, save only those that would cause harm to any, including myself." Twilight said, taking another breath before plunging on with the next lesson.

"Lesson Seventeen: I must suck, fuck, or otherwise please my Queen's cock as my Queen orders me. These are my lessons, and I have learned them well. I will now wake up and forget them until next I awaken. I will forget them, my truest emotions, and my heart's earnest desire until next my Queen requires me or reminds me of them." Twilight finished, and then blinked her eyes open.

"Thank you, Twilight, this has been very informative. I'll be sure to apply all you have said as best I'm able." Chrysalis said with a sugar sweet smile on her face. Twilight returned the smile, not missing a beat.

"I'm glad to hear it." Twilight replied, standing up. "I hope you have a wonderful rest of your day, Chrysalis. I look forward to your continued progress." Chrysalis simply nodded to this before standing up and moving towards the door.

"Oh, just before I leave, Twilight." Chrysalis said, looking over her shoulder, catching the princess off guard. Twilight cocked her head at the changeling, waiting expectantly to the last detail the former queen had for her. "I do hope you practice Lesson Fifteen again today. It is proper." Twilight blinked a few times at this, and then smiled once more.

"Of course. It is proper." Twilight echoed before flagging her tail once more. Chrysalis nodded to this, leaving the room, but not before dismissing her charms and relocking the door behind her. Sure, the doors could be locked to provide privacy, but even so, why let Twilight have the benefit of the charms? After all, she was only cleaning her floors.

Author's Note

Today I found out the horses don't have clavicles. Interesting huh?

Try and guess what part of writing this I found that nugget out at.

Lesson 3: On Exploiting One's Foes

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."

Lesson 4: On Properly Enjoying Victory

Author's Note

Surprise! This chapter was commissioned after the rest of the story and is getting added because... well, because it got commissioned.

Do be aware that though this chapter was released after the epilogue, it is in fact set before the epilogue. That being said, have fun!

Lesson 4: On Properly Enjoying Victory

Twilight rose from the forest floor. In that moment the world had changed. The world was suddenly brighter, the shades of darkness about her now painted with dim colors as her vision sharpened beyond the point they naturally would. It was amazing, and yet, it was not the most amazing thins she saw in the newly brightened world.

There was the mare below her - Luna, her mind realized - who stank of the pinkish energy. It was amazing! Sensations that were alien, and yet so familiar. She knew, yet did not know why, that the energy that flowed off the mare in a thin strand was love magic.

But beyond even the beauty of love given a shape she could sense, was the creature beside her.

It was well documented that changelings had a preternatural perception of their Queen - viewing her in a radiant splendor of beauty that none would understand unless they were changelings themselves. Twilight now experienced this reverence as her senses changed, much as her body.

"M-my Queen!" She whispered in hoarse reverence. "My Empress!" She exclaimed stumbling off of Luna and bowing before Chrysalis, who simply looked on Twilight with the greatest sense of satisfaction she had ever felt. Chrysalis felt the love energy from Twilight fade into the dull sense of having once been there, now consumed by Twilight's metabolism - her changeling metabolism - like a good meal.

Before Chrysalis, Twilight was now in the form of a changeling - but not just any changeling. Her wings were larger, the chitin on her sides was more segmented, and her rear had widened. In all, Twilight had transformed into not just a changeling, but a changeling who was built to build the hive. A brood mare.

Hips wide enough to let large egg sacks pass unabated, segmented chitin on the sides to allow her to expand and remain protected, and wings large enough that they could lift the changeling while she was weighed down by an egg sack. It was a thing of beauty to any changeling. To Chrysalis, however, it was more - it was the culmination of so much work. It was all she had put in and so much beyond.

Her lustful instincts rose within her, her tongue flicking across her lips hungrily, and immediately she stopped herself - reflexes honed over many months flaring up to stop her from killing her progress. Then again... she had already won.

Her heart quickened as she checked over all her knowledge. Was there a chance that starting too soon was bad? Would it end her progress? No. No, there was nothing! No teaching she had received from hatchling to now had ever mentioned anything about starting too soon. She... she could...

With a hungry shriek, Chrysalis flared her wings, leapt over the prostrate changeling, whirled about in a swift motion, grew her ovipositor out fully in an instant, and dove on her prey. Twilight could barely make a noise in the quick moment it took her Empress to set upon her, only having time to realize and moan all at once as Chrysalis thrust her ovipositor deep into Twilight's willing pussy.

Thrusting in and out with all ferocity and lust that had been restrained for so long, Chrysalis ravaged her newly made brood mare with a hunger unparalleled. Twilight could do nothing but moan and scream her pleasure to the wild winds of the forest as Chrysalis rocked back and forth on top of her with reckless abandon.

Their joint pleasure soared, escalating beyond what each thought they'd ever feel with each moment. Every movement sent sublime crackles of pleasure coursing through the two of them, causing screams of pleasure the sent the fauna of the forest scattering for miles around.

As she thrust in and out, Chrysalis let her ovipositor engorge within Twilight as she prepared a truly potent batch as the newly made changeling's first. Within the changeling Queen brewed a virile formula of insemination, a writhing mass of changeling in potentia, a sea of chemicals and genetic material that would quickly give rise to a hive in the days and months to come.

Chrysalis drove the two of them higher, her hips slamming against Twilight's repeatedly and with little regard to pleasure - her lust consuming all pretenses as her urges were given what they had longed for. She was a changeling long denied, but now no longer.

Her hunger never more stronger, Chrysalis slacked her thirst by taking a thin string of the excess love Twilight had taken from Luna, stealing it away for herself. And how good it felt!

As the slim band of energy slinked out from Twilight and entered Chrysalis, the sense of euphoria and absolute fulfillment of all her changeling necessities brought Chrysalis to the brink of orgasm and then threw her beyond it with the roughness of a minotaur.

Chrysalis soared in orgasmic bliss, her ovipositor shooting forth seed and eggs alike. Eggs that would take her own seed and grow within Twilight, and seed that would also reach Twilight's fertile womb and create lives that were partly Twilight. A potent combination of asexual and sexual reproduction that would create a strong breed of changelings for sure.

Screeching out their shared ecstasy, the two changelings then slumped forward into the dirt, still locked together at the hips, simply bathing in the sensations that were their existence. It was bliss, and they loved every second of it.

Chrysalis rolled off to the side, sighing contentedly as she let her soaked ovipositor point into the heavens as she breathed in the scents of their shared arousal. She smiled to herself, feeling the cold night air on her most sensitive of areas while laying on her back in the middle of the forest.

Beside her, Twilight slowly raise herself, stepping up to her Empress. Chrysalis cocked an eyebrow at the changeling brood mare, only to have her curiosity sated as the mare stepped over her, with hips positioned directly over the still erect ovipositor that stood as a monument to the rebirth of all true changelings.

With a hunger that would never be truly quelled, Twilight drove herself down on Chrysalis with all her might, her torso held vertically above the object of her desire. Their hips connecting with a meaty thwap, Twilight gave a moan of pure sexual fulfillment, her pussy twitching, contracting, and spasming controllably about Chrysalis' meaty shaft.

Now in control, Twilight began to bounce atop the ovipositor, using her hindlegs to push herself up slightly before falling back down atop it anew. Her efforts did not tire as she let herself be taken by the pleasure, though never letting that bliss take away her will to chase all the more pleasure.

Her now forked tongue flicked across her lips, tasting her new flesh and all the tastes of the night air. This was bliss! This was right! This was her world!

Twilight felt her release rolling up in a huge wave as she drew nearer and nearer to her orgasm. It built like the approach of a tsunami that would crash over her existence in an almighty wave of blissful annihilation. Her mind quaked at the anticipatory thrill of it all, waiting with bated breath as her end and completion drew ever nearer.

Just as she felt her pleasure build to a crescendo, Twilight found herself being thrown to the floor and turned about while staying on the ovipositor that had become her soul's sole desire. Looking back to her Empress, she saw the lust that was burning there in the older changeling's eyes. Then she felt it.

Chrysalis once more took charge, her forehooves pressing roughly into the nape of Twilight's neck as she thrust her hips in and out the last few times they needed before once more she orgasmed into her brood mare. This time, though, she did not stop her efforts. This time she pushed past her own orgasm and simply drove on, thrusting in and out while pressing hard against Twilight's neck, constricting her breathing gently.

The once somewhat regal alicorn was then reduced to nothing more than the whore she had been hypnotized into craving being. Those long days of training and immense measures of magic now worked in concert towards their intended purpose as the two changelings joined together over and over again.

Twilight moaned out her immense bliss as her Empress railed her without mercy. Each thrust sending cascading waves of electric pleasure flooding through her like a mighty wave that erased all that might have been left of the pony and replaced it with ceaseless adoration of the Queen and Empress that mounted her. It filled and completed her, broke and remade her, and then - when she thought it had finished its miraculous work - started all over again.

Twilight came again and again, her strength dying away slowly as Chrysalis continued to pump the newly made changeling full to bursting with fruitful seed and vibrant eggs. It made Twilight grow wide and full - fuller than any brood mare had ever been. Slowly her chitinous plates began to part so much that her soft under-flesh became exposed in areas as she grew filled with seed and eggs alike.

Chrysalis licked her lips in unsated hunger, even as her body wavered, while plowing the thoroughly furrowed land that was Twilight. No more was it the excretion that would hone the pony into a changeling, but now the powerfully fruitful concoction of birth. It filled, consumed, and grew.

Twilight moaned incessantly, her world becoming bloated and filled with pleasurable wobbling. She sighed and gasped in pleasure and ultimate fulfillment. It was bliss beyond anything she had ever known in her days as a pony. Days that seemed so far removed. Days that seemed so unreal - so unimportant. As though a dream that this fucking had out done to such a degree that fancy had been outstripped by reality in its grandeur.

And it was amazing!

Chrysalis pulled back once more, and them drove home one last time, sending forth a final batch of potent changeling brew inside the willing mare. She moaned and sighed out a rattling breath before falling to one side, popping free of Twilight finally. It was truly all she had ever wanted and more. Oh so much more.

A sensation brought Chrysalis once more from her brief stupor. Lazily, she lifted her head up and saw over the curve of her rising and falling barrel a particularly eager, though thoroughly drained, Twilight. She was wider than any brood mare that Chrysalis had ever seen at any stage of carrying. It was immaculate! It was perfection!

Twilight, with what strength she had left after all the many orgasms she had shared and had received from her Empress, now lapped away at Chrysalis' slowly receding shaft. Even the sensual attentions it received stood no chance of reviving it after so many uses.

Chrysalis didn't, however, shoo the attentions away - instead electing to let the newly minted changeling take control as the victorious Empress rested. She deserved a rest, and her new brood mare deserved a treat. It was only right.

And what a treat it was to Twilight! To her newly changed sense, the taste of the excretion on the dick-like structure was exquisite beyond words or expression. It made her soar to heights of pleasure only beaten out by having the rod she now worshipped pistoning in and out of her.

With talents honed by repeated use of her Empress over the months of her training as a pony, Twilight suckled at the shaft. She cleaned every drop from its surface, licked up every fleck from within and without, and then gave a last, long, pulling suck to the entirety of it - relieving its surface of even her saliva that might bare the faintest traces of the mixture that she so desperately craved. Then she started all over again.

Ever so slowly, Chrysalis found herself becoming revitalized - whether it was from the attention she was receiving or the simple passage of time she wasn't sure. The end result was a changeling that was slowly rousing from their postcoital stupor to find another changeling suckling at their ovipositor. It might not have been a dick in the traditional sense, but as far as sensations the bearer took away from it, it was as close as one could hope for - and Chrysalis was having hers sucked clean over and over again.

With a lust that still burned deep within her, Chrysalis hardened her ovipositor once more before wrapping her hind legs around Twilight's head, forcing her down the entire length of the phallus. The splendid bulge in Twilight's neck where the ovipositor pushed from the inside sent a shiver through Chrysalis who hungrily began to let Twilight rise only to push her down once more.

Shortly, the brood mare took the hint and began to bob her head up and down rhythmically, deepthroating the ovipositor like the whore she had been controlled into wanting to be. It filled her with a sense of belonging that no other activity beyond being fucked by the rod could provide - Twilight loved it, all her senses had been molded specifically so that that would be true.

In the form that once had been a pony princess whose greatest joy had been her friends and the pursuit of magic, there was now but one desire - but one fulfillment. It was to suck, to fuck, to rub, to ride, to lick, to tease, to taste, and to tantalize and be tantalized. Her life had been taken away - left only as a a vague dream she had woken up from - and had been replaced with the primal urge to copulate, to please, to fuck.

Every memory had been turned to a vague shadow, details lost in favor of how best to pleasure her Empress. Memories of Applejack's cooking were replaced with how to fellate her Empress. The scene of her first party from Pinkie were instead swapped with the desires to have an orgy with her Empress. The thought of Rarity's dress that had been made with such care for her was replaced with how much she desired to dress like the complete slut she was for her Empress.

The memory of Rainbow Dash flying through the clouds at speed was turned into the wish for her Empress to fuck her above Canterlot for all to see. Thoughts about Fluttershy's animal friends were twisted into shapes of how glorious it would be to debase herself for her Empress by receiving the seed of the same animals. And Spike...

A bit of her pony self that clung on with all ferocity rallied in that moment and tried to bring the entirety of Twilight back. It stormed the castle of Twilight's broken mind, slaughtering hundreds as she pushed deeper and deeper - bolstered by her oldest friend.

The imaginary Twilight threw open the doors of her mind's inner sanctum, and there faced down two creatures. The magnificent splendor of Empress Chrysalis - elevated to godlike status in the mind of a changeling - and the changeling form of Twilight that lay lazily on the floor with a full belly and a pile of eggs to the side.

The part of her that fought stormed in, her powers manifesting in hopes to throw off Chrysalis - but in the end it was for naught. The image of Chrysalis smirked, reared up in a striking pose, and then her ovipositor sent out a blast of virile soup.

The first blast caught the imaginary Twilight across the face, sending her to the ground in a pool of greenish and off-white. The image of alicorn Twilight could not help but taste the concoction, and a bit of her broke. She attempted to rally once more, but was blasted anew by the cream that proceeded from the image of Chrysalis' ovipositor.

Spike... oh Spike. Twilight drew in a breath as she dove down once more and felt her Empress' ovipositor engorge to spill forth its contents into yet another hole. Her mind shattered once more and reformed into a more fitting shape.

The thoughts of Spike that the Twilight who emerged could muster were thoughts that were only fitting of a changeling whore. Thoughts of coming to the poor dragon at night, shifting into the image of Rarity, and seducing the poor thing. Oh how easy it would be! Just creep inside, say those sweet words that Spike had craved for so long, and jump onto his cock.

She ride that cock all the night long, filling herself with her erstwhile assistant's cum. All the while, she'd slowly drain him of his love energy, savoring the flavor with particular satisfaction. Spike would be left with balls thoroughly drained of cum and heart thoroughly drained of love's energy. It made Twilight's heart flutter in anticipation. In lust.

Her mind realized, even as she continued to deepthroat her Empress towards her second orgasm, that she could do it with more than just the easy prey of her little dragon. No, she could fuck them all!

The thought of it! Stalking into Rainbow Dash's room as Applejack and telling her to fuck her wild, the image of sneaking into Rarity's room as a knight in shining armor and mounting her once friend, the possibility of taking Applejack in Rainbow Dash's body, The delicious prospect of taking Pinkie Pie in her own husband's body and then taking her husband in hers, and the sheer audacity of taking Fluttershy in Discord's guise - though that one might prove particularly difficult. All of it. It was all hers now! She could take what she wanted, and with only a modicum of care, she'd get away without any issues!

The thoughts filled her with such boiling lust that she parted her mouth from Chysalis' ovipositor with needy pants. She was filled with a heat of need, and before her lay the completion of all those desires if only she asked.

"C-C-Chrysalis, my Empress..." She stumbled, her mind a fog in her all pervasive arousal, "p-please... please fuck me as Celestia... fuck away everything that is yours. FUCK ME!" She cried in desperation, her maw dripping in the remnants of her Empress' last orgasm.

Chrysalis couldn't help but smile at this request. With a short flash of green, Chrysalis was Celestia once more. It was like an old suit to her, and it felt almost natural. The addition of the cock, though not particularly true to the original, was such a natural touch to the changeling by that point that it hadn't even crossed her mind that she had made her dark green ovipositor into the huge, gray dick and massive balls that now hung happily between her hind legs.

Twilight wasted no time, and with a lust that would never truly be quenched by any act she might endure or be put to, turned about and flagged her tail while letting an aura of green shimmer across her. In the next instant, Chrysalis looked upon Twilight as she had been. Not an alicorn, but as a unicorn - shorter, less regal, though still very pregnant with all that Chrysalis had already pushed inside her.

"P-please, Celestia, fuck your student! Please, I need your cock inside me!" Twilight begged, her voice losing the chittery quality that Chrysalis hadn't even noticed it had gained before. It made Chrysalis in Celestia's form grow all the more aroused and ravenously lustful.

Rising to her hooves, Chrysalis let her illusion's cock grow to full mast as she stood above the presenting unicorn - the same unicorn that had beaten her two years ago. It was all she had ever wanted and more - oh so much more!

With predatory hunger, Chrysalis stepped up and mounted Twilight, lining her cock up with Twilight's entrance. "My faithful student, are you ready to service your Princess?" She asked tenderly.

"Yes, Princess Celestia! Please let your student show you how much she has learned!" Twilight pleaded, her snatch twitching in need. Chrysalis smiled at this before plunging deep within the well lubricated entrance, setting a slow and steady pace to truly let Twilight experience her defeat.

Thrust after thrust, Chrysalis pounded into Twilight with glee. The taste of victory was sweet, oh so very sweet! It was all she had expected, and yet so much beyond that! She loved how well she had molded Twilight, how well she had turned the prim and innocent princess into a debauched whore that would do as she wished.

With a menacing purr, Chrysalis leaned down to have her muzzle next to Twilight's ear, dropping Celestia's voice in favor of taunting her prey. "Imagine having to explain yourself to your subjects." She hissed. "Imagine the stares as they look on their princess and realize how much of a fucking whore she is. Do you think it will make them sick?

"Or perhaps they will lust for their slut of a princess? Maybe court will be less about bringing complaints and more an opportunity for anypony to have their way with you. Would you like that? Would you like it if everypony in Equestria had a turn with you and fucked you into unconsciousness, only stopping once you were covered in spunk?" Chrysalis chittered.

"YES, FUCKING TURN ME INTO THE WHORE I AM! MAKE ALL OF EQUESTRIA KNOW! LET THEM USE ME, OH SWEET CELESTIA! MY EMPRESS! OH MY EMPRESS! I'M CUMMMING!" Twilight screamed, her pussy clenching and squeezing as her orgasm rocked her world once more - her disguise faltering as she did.

Chrysalis smiled at the mare, sending another batch of her potent concoction into the brood pony. Her gut was even larger, her womb now home to hundreds if not thousands of tiny lives that would slowly grow until they were fully made eggs.

Then, it a rush of painfilled pleasure, Twilight would lay them. They'd fall out of the mare and form a hardened case from the fluids the mare excreted. Then, a few weeks later, the eggs would hatch and release little hatchlings into the world. Hatchlings that would be part Chrysalis and part Twilight.

Chrysalis smiled at the thought, pondering whether or not she'd let the hatchlings fuck their own mother. It was decently natural in changeling society - in fact it was what happened the majority of the time - but for what little pony might be left in Twilight it would be all the more debaucherous debasement. It would be delicious.

The thought of a two changelings taking Twilight's mouth, another taking her tight pussy, and two more fitting their ovipositors into Twilight's ass filled Chrysalis with such lust that she turned with a menacing grin towards the only available solution now that Twilight had finally been broken.

"Oh, Luna, dear." She said in the singsong voice of Celestia. Luna perked her head up at that. "Lift yourself up for me, won't you? You seem to need a good fucking from your sister." Luna seemed to ponder this before finally lifting her rear up and flagging her tail to the side submissively.

Chrysalis chuckled inwardly as she hoisted herself, mounting the mare. With no hesitation, the Changeling Empress plumbed the depth of the nighttime princess. The barely used pussy felt so good, and the whorish moans and encouraging words Luna burbled filled Chrysalis with purpose.

Thrusting with abandon, Chrysalis plowed Luna's fields, readying the fertile earth for a lovely deposit that would see eventual fruit. She'd plant a far sneakier seed into Luna, a seed that would grow in much the same way as a pony would usually. Then, when it was time to give birth, it would come out with all the strengths of a changeling.

Oh how delicious it would be! Chrysalis would be there for certain, just as she was present for fucking the princess. She watch the new changeling enter the world, and then fuck another one into the mare. She'd do it over and over, and Luna would be helpless!

She loved how she could make the pony sing out in lust and the feeling of power it gave her. It was amazing! The feeling of the princess below her, the taste of the pony's altered emotions, and the sound of the princess shouting out her lust - it was a finely played orchestra of debauchery that made Chrysalis feel every bit the Empress she had become.

With a final groan of pleasure, Chrysalis plunged forward and filled the nocturnal pony with her seed, filling the princess to the brim with changeling goo. Luna howled in pleasure, feeling her own orgasm rocketing her to higher planes of pleasure.

Sure, Luna would be no brood mare in comparison to Twilight, but a pony brood mare was still worth something. Mainly love - but to some degree - the entertainment of fucking a pony while disguised as somepony else. It never got old to a changeling. It was just the sort of fun that never diminished, no matter how long you continued to milk it. And Chrysalis was going to be having fun for a long time to come.

Epilogue: On Maintaining Secrecy

"As you requested, Princess, the entrance into the Crystal Caverns has been rebuilt and fortified from the dilapidated state it was in when you scaled it with Princess Cadence two years ago." The architect said, leading Twilight, Chrysalis, and the visiting Luna through the halls of the palace.

"We used mahogany planks for the stairway, and - after a great deal of research which I'm sure you will appreciate - were able to enchant said planks with period accurate runes, such that the newly made stairs are virtually indistinguishable from stairs that would've been placed in the original construction. In fact, the effort was made to ensure the proper weathering was laid into the stairs, as if they had been enchanted a millennium ago."

Chrysalis scoffed. "And why was all that effort necessary?" She said, with a snide smirk. "I'd think enchanting stone stairs would be better for the budget, not to mention many ponies might feel safer." The architect cast a glance at Chrysalis and sighed in exasperation.

"Because, Chrysalis," he said with an unexpected amount of venom, "when you, Tirek, and Cozy Glow decided to demolish the castle, this tower was in one of the areas spared the unnecessary oblivion. As such, it falls under the care of laws imposed on historic or heritage architectural sites.

"The original stairs that the two princess' clambered up were constructed of a splendid, long-lasting timber which has since, unfortunately, gone extinct. The fact the thousand year-old stairs didn't break until a piece of the ceiling fell free during the explosion is a testament to its durability and why they hadn't been enchanted. Considering, as I had said, the wood is no longer available, a sufficiently period accurate substitute would be enchanted mahogany.

"Now, if you happen to have any more foalish questions for me, I'd love to attend them until you blow the castle up again, but the princess asked me to guide her to the stairs and stairway which I was contracted to reconstruct." The architect snipped. Chrysalis was almost impressed.

"Dear sir," Twilight began, diplomatic as always, "though I understand the stress of your position, you ought be kinder to Chrysalis. Not only was she with the two who caused such harm to the castle under duress, she is also an honored guest and a friend of mine.

"Beyond even that, I believe her questions were within the realm of understandable questions based on the fact she comes from a culture whose architecture is very minimalistic and utilitarian. The concept of restoring a building to any condition beyond the most minimal for function is something that a born and bred changeling is not used to."

The architect shook his head about, as if accepting the comments yet declining their validity all at once, for a few seconds before rolling his eyes in acceptance while bowing his head. "Very well, princess. I suppose I was a bit harsh with the changeling that tried to ruin your brother's wedding." He said, no little amount of sarcasm in his voice.

"I am kind," Twilight cautioned, "not dumb." The architect simply raised himself back up before leading them on once more without a word. Chrysalis couldn't help but smile at that. She also couldn't help but imagine what wonderful things she might do to the pony if a closet presented itself to her at just the right moment.

Eventually they stopped before the doorway, which, to Chrysalis, look no different than most any other door in the palace. It looked a tad newer for sure, but that was to be expected with how it had only just been put in. It was just a door, and yet it held so many possibilities just beyond its threshold.

"With this project complete, Canterlot once again has access to her Crystal Caverns; though - by the sounds of it - you aren't intending to make it the most public attraction?" The architect said, looking to Twilight for conformation.

"Not as of yet, no." Twilight nodded. "I have a special project in mind for the caverns. Maybe one day we will make an attraction of sorts out of it, but for now the access to the caverns will be restricted to authorized ponies only." The architect nodded to this.

"Well, it is technically crown land, so I doubt anypony will try and contest that. Not to mention that even if you did reopen it that there'd be far too many hazards in my opinion for it to become much more than a curiosity for the truly avid spelunker or geologist." The architect pony said as he looked to the door. "Probably for the best it remains closed off for now." He confirmed, though likely more for his own benefit than for anypony else.

"Well, your highness...-es," he correct as his eyes flittered past Luna who had been quiet through the entire conversation, "I must be off. Prince Blueblood has arranged for a meeting with me on some business regarding his estate's pagoda needing repairs or some such. At your leave." He said, giving a bow.

"Do be safe, and thank you for your excellent work." Twilight replied with a smile. The pony stood up, and a nod later, trotted off in a way that obviously didn't want to be called 'trotting'.

"I suppose there's a reason why he isn't being dealt with like the insolent whelp he is?" Chrysalis muttered to Twilight.

"He's the only pony in Canterlot who is qualified for historical architecture remodeling who doesn't drain the country's coffers for a nail." Twilight replied. "He makes you pay in other ways for his work, however - much as you encountered."

"With patience then?" Chrysalis mused.

"If he tried any other form of alternative payment he would be tried for treason." Twilight confirmed with a smile before turning to the door. "Now we have this to attend to."

"Shall we?" Chrysalis asked, pointing a hoof to the door. Twilight sighed and gave a nod, opening the door with a wave of her magic.

It surprised Chrysalis how much the door even sounded authentically old despite not looking it.

The door opened, revealing the stairs beyond with their dimly lit corridor. It quickly spiraled out of view, but there it stood - the way down to the selfsame caverns that had housed Cadence during Chrysalis' plan to take Shining Armor for herself. Now? Now there were plans in place.

Taking the long stairs, the three of them eventually arrived at the bottom of the flight that let out to the larger main cavern. The view was splendid, with distant crystals gleaming in the light of the arcane lights that filled the cave. What made it all the more beautiful was what was planned for the chamber in the depths of the changeling's mind.

"I was thinking of setting the main hive towards the back." Twilight noted. "Decent ways away, and restricts access effectively to just pegasi - who are unlikely to come this far underground - or sufficiently skilled unicorns - who are few and far between." Chrysalis nodded to this with a smile.

"It will be wonderful." She said in a distant whisper, only to turn to Twilight. "Why are you still in that form, Twilight?" She asked, genuinely curious.

"Just trying to give them enough time to charge down the stairs." Twilight chuckled. Suddenly, a wash of green magical energy flowed over the young alicorn, and a moment later she stood there in her black splendor. Chrysalis smiled, leaning her head against the crown of the shorter mare's head.

"Much better, Twilight." She murmured. Twilight leaned into the affection, smiling herself. Chrysalis sighed, lifting her head to look out over the mighty chasm that lay before them. "How many?"

"Oh, I believe I counted roughly thirty in the first clutch." Twilight replied, looking off into the distance. "I'm unsure, but the next batch does feel heavier." She mused.

"You're quite the overachiever, my little brood mare." Chrysalis purred. "Perhaps a more fitting title is in order than the humble 'brood mare'?" She hummed, her wings unfurling before she took flight. Twilight and Luna followed right behind her, ducking between the many pillars of crystal and weaving through the many tunnels.

Eventually they landed at the epicenter of it all. There, in a secluded corner behind a small assemblage of crystals that had been made to grow a tad taller through ingeniously applied magic, hid a patch of greenish-black material that shone in an oily refraction of the light that glowed about it.

Chrysalis looked on it with pride - the heart of a new hive. It thrummed with the beat of life, filled with the many eggs that would grow into full hatchlings. Soon, oh so soon, there'd be true changelings in the world again. It filled Chrysalis with such hope and pride that she could hardly take it. Her people were recovering, despite all the damage that had been done.

"Aren't they beautiful," Twilight asked, slithering up beside Chrysalis, "my Empress?" She whispered into the older changeling's ear. Chrysalis smiled at that.

"Yes, my Brood Queen." She said before turning her head to look at the smaller changeling. Twilight grinned at that, nestling up to her Empress. "Now, make sure Luna is well stocked on love - we must have a proper meal for our first hatchlings." Twilight nodded to this, a smile across her features as she looked to the silent ex-princess.

"Stay here, Slut, until the little ones come out of their shells. Protect them and feed them." Twilight ordered Luna, who simply bowed her head. "We ought to be along shortly afterwards. No later than a few weeks after I'd say." Twilight chuckled with a hint of cruelty she had never had before. The change was delicious to Chrysalis.

"Likely sooner." Chrysalis mused, looking down on her Brood Queen. "You have another clutch growing inside of you," She pointed out, "they'll likely pop into the world a short while after the first ones hatch."

"I suppose." Twilight conceded. "Though I might just have them 'discovered' by some maids so that they can be... brought to my attention." She offered. "Allow me to take care of them properly. I'd never turn away a harmless creature in need of help, after all."

"Most certainly not." Chrysalis concurred with a smile, reflecting on it all.

The world was now hers - a world that had banished her on multiple occasions since that time she had been expelled from the wedding was now hers for the taking. And who knew? With the way things were going, maybe one day in the future she'd pay those two up north a visit. Wouldn't that just be a bundle fun!

~ÞE END~

Prologue: On Infiltration

In the time before Discord reigned, there was a pony general. He had quite a few wise sayings, and amongst them was the following: For victory to always be achieved, one must know themselves and their enemy. To know the enemy and not yourself is folly, and shall give victories infrequently. To know one's self and not the enemy is not enough, and shall yield defeats as frequent as victories. To know neither shall be the downfall of any, with the few victories you gain laid at the hooves of the skill of others or the luck you have received. To know both is wisdom, and in it you shall go from victory to victory.

This was a rare moment of lucidity on the part of a race who's base state, even at that most chaotic of times, was not war. It is also among the few pieces of advice from a pony that Queen Chrysalis of the changelings took to heart. Oddly enough, it wasn't the only piece of advice she took from that source.

The other, less well known, quote of the general was "Ego sum opus pistorium valentissimum repleti gelata," which, according to some sources, roughly translated as "Deception and subterfuge is the basis of any successful campaign." And how true it was. Chrysalis herself was living evidence of such.

It was no mean feat escaping the end she had been destined for. The fact the other two of them had expected her to stand with them to the very end was a source of mirth to no end for the changeling Queen. They had fallen for a ruse that changelings had perfected over centuries! To think that a changeling would be a friend with others and even die with them! Laughable!

Chrysalis, as soon as the others thought the victory was won, left them like a bag of puppies. They were cocky and thought victory was theirs before the Element Bearers had been eliminated. Having lost to them more than once - unlike the others - she had a wonderfully clear idea of how easily they could make a comeback.

And so, as shrewdly as ever, Queen Chrysalis developed a plan to come out on top like never before. She had lived a long life for a reason, and the biggest reason was that she was smart. She was conniving and duplicitous to an extreme. She knew a sinking ship when she saw one, and after several hard losses, she had learned when pride was no longer a badge to be worn and instead a millstone around the neck.

She stole away in the night - or what passed for night - and found the ponies. She gave them the forsaken bell and told them that she had escaped the others and that she had never intended to be on the side of the other two - that she had been forced to under the threat of extreme harm. She pleaded for forgiveness, despite it tasting bitter, and did her best to show contrition without overacting.

And the ponies bought it!

From that day on Chrysalis was somewhat trusted, though very minimally if she was to be fair. When the other two were reduced to a glorified lawn ornament, Chrysalis got to keep her freedom. She watched their flesh turn to arcane stone, and did her best to still keep up the act - restraining the smile that so desperately wanted to break across her features.

Walking up to the statue, as the others watched on with great trepidation, Chrysalis raised a hoof to Cozy Glow's cheek, touching the stone softly. "I'm sorry that this is your end." She said in a voice that did not rise too greatly over a whisper - ensuring all she wanted to hear her did while remaining unsure if they were supposed to. "I'm sorry I couldn't have saved you from this fate, little one. You deserved to grow into a better pony than you were."

Twilight, that pitiably sappy pony princess, walked up behind her and leaned against Chrysalis in a comforting gesture. "I'm sure you did your best to save her. We did too, but she was just not the sort to move past herself. Some ponies just can outgrow their own evil."

"Like me?" Chrysalis asked, forcing a short stream of tears to flow before ducking away. She almost wanted to cackle at Twilight for believing her rouse so much! Her acting was so good that it even, for just a moment, fooled Chrysalis herself - who felt an odd tugging at her heart as she moved away from the statue.

Before her lay a new life that she would get to live without fear if she but played the part of a reformed, though untransformed, changeling. It was a life she could accept, if only for the moment as she gathered her strength. Then, when the time was right, she'd strike and take back what she had lost!

The ponies were all fools for letting her into their ranks, for falling so completely for the deception that Chrysalis had constructed for them. One day, when they all trusted her fully and the balance of power hung on but a thread, the changeling Queen would strike. It would be the greatest deception ever committed by a changeling!

And so the days passed on and Twilight did her best to further Chrysalis' reformation. The young princess of Equestria took the older changeling under her proverbial wing, inviting her to live alongside the princess herself, providing accommodations as best she could for the changeling.

It also provided Chrysalis with all the opportunities she could ever hope for in plying her craft of deception and control. All she would have to do was play her cards in just the right way and at just the right time and the entire world would be wrapped about her hoof.

Who knew that ponies had been right about it all along, but had been so wrong in their application of the principle they had discovered? Hearts and Minds. It was all just a game of Hearts and Minds. Unfortunately for the ponies who wished to use this on others, there was a race far more suited to swaying the hearts and altering the minds.

In time Chrysalis would have herself a place in the world that no creature might've ever expected for her. With her skill in the craft of deception and the art of subterfuge, Chrysalis would make herself Queen of a populace that didn't know their own ruler. Oh how delicious it would be!

Lesson 1: On Seizing Opportunities

Chrysalis sighed as she walked through the corridors of the Castle of Friendship. It's winding halls were endlessly annoying for the sheer splendor and audacious gaudiness they oozed like a choking miasma to the changeling. She was used to dark environments, filled with literal miasmas rising from fetid pools. Metaphorical miasmas simply didn't do the job of a proper, thick miasma.

What made her state that much worse was how she had to attend to special remedial classes while staying in Twilight's home. She hadn't wanted to stay in the alicorn's home - having hoped to simply slip away in the dark of night to brew a new scheme while being nominally on the side of ponies. Having to put her bits where her mouth was in staying with the ponies was almost too much for her - but it was necessary in the end.

What she did feel wholly unnecessary were the friendship lessons that Twilight insisted upon. The pony Starlight assured her that the princess had gotten a lot better since she had the unicorn in her tutelage, but even so, Chrysalis felt that Twilight left something to be desired in a teacher. Several things in fact, but most the one she didn't miss was the awareness of who you taught. It was for the best that Twilight didn't know who she was actually trying to teach and instead thought she taught somecreature else.

Deceiving the princess of friendship into thinking she taught a willing, though slightly unreceptive, student was necessary for the long term. It ensured that she was well liked, or at least given a longer leash on which to roam. Not that she would roam far either way - she just liked the thought that she could roam if given the chance. The prospect of freedom she wasn't using was as important as using the freedom itself to the changeling, but for now she had to work under the constraints she had.

Her thoughts on the matter came to an end as she arrived at Twilight's door. As per usual, Chrysalis was attending to another friendship lesson in Twilight's quarters. Knocking on the newly minted monarch's door, Chrysalis put off her minor aggravation and did her best to turn on the face of a changeling trying to become 'better'. Appearances, after all, were everything.

"Come in, Chrysalis!" Twilight's voice rang out from inside. Chrysalis nudged the door open with her head, not caring to use her horn as she moved inside. "Thank you for coming early, I always appreciate punctuality. I'll just be a few minutes while I finish up all these reports." Twilight called over with a weary smile.

Chrysalis, the changeling that she was, had an easy time tasting the mood in the room. Changelings, it was well known, could taste love. What wasn't quite as well known, but often guessed at, was that changelings could taste - or, more accurately, sense - all other emotions. The way the emotions came across were a sort of odd melding of other senses that still presented themselves differently from said melded senses.

The prickly, sickly green, sour of anxiety rushed through Chrysalis' senses; the noxious aura emanating from the alicorn who sat at her desk surrounded by mountains of paper. It made Chrysalis' mind race wildly with all the wonderful plans that could be made when a target was anxious.

Closing the door softly behind her with a wave of her magic, Chrysalis moved quietly up to Twilight, looking down over the slightly shorter mare's shoulder at the papers that destressed her so. Primarily missives from foreign powers - doubtlessly the works of skilled diplomats testing a new regent. Chrysalis had considered intercepting some in the past to... rewrite them a tad to her benefit, but they had always been denser than she had liked.

That density was now the center of Twilight's world, and clearly the mare hated it.

"Are you alright, Twilight? Do you need anything?" Chrysalis asked in as caring tone as she could muster. Twilight sighed and shook her head slowly.

"I'll be alright, I'm just a bit stressed." Twilight admitted. "Thank you for asking, I can see our meetings are making an impact." Chrysalis smiled at this. It was true that the lessons were, by majority, completely useless to the Queen. The ones that had helped her, however, were the ones that were tantamount to acting lessons. 'How best to act with friends' was especially useful to Chrysalis. Changelings, after all, were natural born actors.

"I aim to please. Though, as a friend, I would argue that you aren't being entirely honest with me, Twilight." Chrysalis said, doing her best to not lay it on too thick. "You might not recall, but we changelings can sense emotions. You are pungent with anxiety and stress. More so than 'just a bit', I'd say." Twilight sighed once more, setting down her quill.

"I suppose." Twilight muttered. "But these are important matters of state! They are my responsibility to take care of!"

"And as your friend, I have to advise you that sometimes you have to take a moment to relax." Chrysalis soothed, doing her best to not come across as overbearing. "Trust me Twilight, your best decisions aren't burdened down by immense stress."

Twilight nodded reluctantly, pulling away from her papers. "Alright... you're right, I need to breath, I need to calm down. I can do this! I can take care of all of this! All I have to do is calm down for a second." Twilight nodded, closing her eyes. "Calm down. Yes, relax. Forgetting about the papers. Forgetting all about the very important papers. I'm doing it. I'm-" Suddenly Twilight was a flurry of activity as she turned back to the papers and dove back into the activity.

Chrysalis rolled her eyes. Whether this would make her task easier or harder was yet to be seen. It did provide an opening, it was just a matter of using said opening. Unfortunately for Twilight, Chrysalis knew just how to worm her way into such scenarios.

"Twilight, let me help you." Chrysalis pleaded like a true friend, placing a gentle hoof on Twilight's shoulder. Twilight shook her head, reading and writing away.

"N-no, don't think they wrote me to ask you something. Sorry, Chrysalis, I just really have to finish these papers and then-"

"Twilight, I didn't mean with the papers." Chrysalis said, her tone almost motherly. Twilight looked over to Chrysalis, unsure what to expect from the changeling. "Twilight, you need to unwind, to relieve the tension you are feeling. It is cloudy your judgement, and that is dangerous." Chrysalis insisted.

"I suppose you are right..." Twilight sighed, looking downcast. "I just... I really need to get through all these papers. Lives may be at stake!"

"When you are a ruler," Chrysalis began, years of experience behind her, "lives are always at stake. As time goes on, you will either die of fretting or learn that you only should start to fret when its a certain number of lives. It's a horrid reality of leadership that sacrifices have to be made and that in the end we can only mitigate damages." Twilight paused at this.

"I'm not suggesting you stop caring, Twilight. That is beyond anypony. What I'm asking you to do is to let me help you calm down so that in your fervor you don't make a mistake that could cost far more lives than it saves." Chrysalis pressed. Twilight slowly nodded, turning fully away from her papers.

"Alright, what do you propose, Chrysalis?" Twilight asked, already doing better than before. Chrysalis sat down on her haunches, giving Twilight a gentle smile that never seemed to fit her features quite right.

"I propose that you let me use my skills in hypnotism to help you relax. To reach a state in which your worries are gone so that you might breeze through your work with the greatest rationality on your side." Chrysalis said, her tone pleading yet insistent. Twilight blinked a few times, considering the offer closely.

"I'm not sure how good of an idea that is, Chrysalis. Some ponies might find you using hypnotism on me... disconcerting." Twilight said, her defenses raising up against the suggestion. "I know you are well on your path to reformation and redemption, but other ponies are... flighty when they think something might be trying to control their leaders."

"A sentiment I, no doubt, helped to create when I tried to take over your brother's wedding." Chrysalis nodded. "But, you see, hypnotism isn't like what I did to him at all. That was me taking on his bride-to-be's visage and controlling him through his love for her.

"You not only know that this is me, but I doubt you love me in quite the same way that Shining Armor loves Cadence." Chrysalis smirked before returning to her line of thought. "Twilight, hypnotism is perfectly safe; you should know. Hypnotism is merely a form of guided meditation. If I had you under the deepest trance I could put you in, I would be no more able to get you to do something you wouldn't want to than I could right now."

"I... suppose that is true." Twilight nodded, her gaze drifting to her immense shelf of books - a mere drop in the bucket of her entire collection. "I have occasionally made some investigations into things like hypnotism, and they are by majority - as you said - perfectly harmless..." Twilight thought on this for a moment.

"Twilight, I promise you as a friend that I will only use hypnotism to relax you. If you give me an hour to put you under and guide you through a relaxation routine, you will find your head clearer and your body far more ready for the task ahead of you. Just give me a chance, Twilight. I want to help you." Chrysalis pleaded, pushing all of the right buttons in Twilight.

"I..." Twilight hesitated, taking a deep breath, "I trust you, Chrysalis." She said finally, making the changeling's heart jump in excitement. "Do what you can to help me to relax. And... and I'm glad that you've been so concerned about me and willing to help me in this. It shows real growth that I'm sure will only continue in the future." Chrysalis lowered her head in a grateful, nodding bow.

"Thank you, Twilight. It's only because you were willing to be my friend." Chrysalis said in a sincere voicing of gratitude. It truly was only possible because of Twilight's friendship that she had gotten this far. Now, their friendship was about to reap some rewards for the two of them. Or, at least, for Chrysalis.

"So what do you want me to do?" Twilight asked, shifting her hooves in uncomfortable embarrassment. "I've read over various entrancement techniques; which do you prefer?" Chrysalis smirked at this.

"Well first, I need you to stop analyzing everything. It will make it much harder, if not impossible. Over analyzing each thing that happens will keep your brain awake when we want it to go into a state of lowered activity." Chrysalis said. "Next, I think the best place to do this is with you laying on your bed. A relaxed position for your body will help with the process."

"Alright. I'll do my best." Twilight smiled before moving over to her bed and arranging herself into a comfortable position with her hind hooves tucked under her and her forehooves outstretched slightly for her head to rest on. "Ready, Chrysalis!" She chirped before nestling herself further into her cushy bed with a small smile on her face.

"Alright, let's begin." Chrysalis said, lighting her horn. Using her magic, she carried over a candle and, with a spark of dark green, started a flame on its wick. "I want you to watch the flame carefully, Twilight. Don't think, just watch and listen to me as I speak." Twilight's smile tugged at the corners of her mouth before she cleared her throat and settled back down, clearly having stopped herself from over analyzing Chrysalis' technique..

"Listen and relax as I guide you through the flame." Chrysalis said in a calm, even voice as she walked around to the side of the bed to be out of Twilight's line of sight. She stopped, standing right beside the bed, and lowered her head until it was a short distance from Twilight's ear - and let her words flow slowly into the alicorn's waiting mind.

"Look at the candle, Twilight, and watch as the flame licks at the wax. Watch as it heats the wax until it begins to melt into beads of flowing moisture. Watch those droplets roll down until they pool in my magic. Watch as the candle's wick is slowly whittled away by the flame.

"Breathe in and out, taking in deep, long gulps of air before letting the wind flow out from your nostrils back into the world. Watch the flame as it dances atop the candle and breathe. Breathe and watch. Watch as the flame heats the wax and makes it melt. The candle knows only how to melt as the flame draws nearer. Just imagine that the candle is your worries, your stresses, all your cares, and the baggage you've built up emotionally.

"Watch as those things that had you so tightly wound begin to melt, melt, melt away. See that bead of wax there? That's your worries about how you will get through the day. Watch and breathe deeply in relief as it is taken away from the candle. You don't need it, and neither does the candle. Just watch, breathe, and relax as more and more worries melt, melt, melt away into nothingness.

"Breathe deeply, and let it all out. Breathe in cool relaxation and breathe out the stresses as they melt in the face of the fire. Feel yourself drifting, as if on a cool tide, and feel the wonderful relaxation it brings to just coast along and not have to worry. Feel the wonderful coolness of relaxation, and watch as the worries just keep drip, drip, dripping away from your mind.

"Watch as the candle just let's itself melt away and doesn't care. It doesn't need the worries. You don't need the worries. Just let yourself drift until you just feel all those worries slowly drift away from your mind. Feel how light you are, now that those burdens are gone.

"Just breathe and feel the warm, coolness of relaxation melting away your troubles as you go deeper and deeper into a worriless, relaxing, and peaceful place. Feel it all swirling about you, as if ocean currents that move in to bring you such wonderful peace, and then rush away - your worries ferried away on the falling tide.

"Falling, falling falling into blissful peace. Feel your worries gone, feel them drift away as if never having been here. Feel the peace, feel the warm, yet cooling, relaxation that fills you and the space around you now that your worries are gone and forgotten. Feel them going far, far away.

"You're so relaxed, so deeply at peace, that you can feel yourself drifting more and more. Drifting, drifting, drifting along into blissful unreality. Feel it all just become warm and cooling bliss as your eyes begin to feel heavier and heavier. Feel yourself so wonderfully, completely at peace that your eyes just don't need to stay open anymore.

"Feel them close now, and rest in a perfectly placid place. You can feel how peaceful it is here as a cool wind on a warm and sunny beach. Feel that breeze rustling your mane. Feel the sun on you, warming you inside and out. Feel the peace that is in this place, both surrounding you and flowing through you. It envelopes you in its embrace, leaving no room for anything but the blissful peace."

Chrysalis pulled back from Twilight's ear, looking on the mare. She was truly in a deep trance, her eyes closed and her breathing slow and regular. She could've been sleeping, but Chrysalis knew better. Chrysalis, horn already lit with magic, funneled magic into a new spell as she started to speak once more.

"I want you to imagine something." Chrysalis began as she walked around to the other side of the bed. "I want you to picture this in your mind as vividly as possible. Imagine the beach.

"Imagine the warm sand, the swaying trees, the cry of birds in the air, the sound of waves coming and going, the smell of sea in the air, the warmth of the setting sun, and the gentle breeze. Feel it in your mane, smell it in your nostrils, see it with your closed eyes, and know it with your placid mind.

"Feel how utterly relaxed you are, enjoy it. Know that this, this is perfection. You are alone, but only a short ways off are your friends, living peacefully as well. You lay alone, but you can see them, and they are happy - as are you. You are glad, you are happy, you are calm, and you are safe. There is nothing but peace."

Her magic now sufficiently charged, Chrysalis began to pour the magic towards the resting alicorn, wrapping it about the princess as she spoke. "Feel the warm rays of the sun dipping below the waves, feel the cool breeze cascade over you. Feel your relaxation only grow as stars shine out from the heavens with nary a cloud to spoil the view as the world enters into a peaceful dream."

Chrysalis gently massaged the magic into the folds of Twilight's mind as she whispered her words to the alicorn. "Feel blissful relaxation wrap its wings about you as you too begin to fade into a dream. It is a peaceful dream. You are safe, and the world is at peace." The changeling Queen cooed softly before pulling back.

"Feel yourself sinking deeper and deeper, never wanting to leave." Chrysalis purred. 'Twilight, I promise you as a friend that I will only use hypnotism to relax you.' Sometimes the easiest lies to tell are the ones that are true. No creature in this world that Chrysalis knew of could use hypnotism for anything more than relaxation and meditation. Changelings, though, could use hypnosis as a gateway to other things. With magics designed to affect the mind being their specialty, changelings had made great use of hypnotism in the past - which might've on some level affected the public perception on an unconscious level.

"Twilight, I want you to memorize this place - this feeling of utter relaxation devoid of all cares and worries." Chrysalis said, a manic smile tugging at her lips. "Feel all of it, soak it in like a warm bath. Feel how it makes you feel, and then hold onto that memory as tightly as you can." Twilight let out a gentle sigh, as if accepting all the more relaxation into herself while Chrysalis pressed all the more of her own special magic into the resting alicorn.

"Having it memorized, knowing where you are and how you feel here, I want you to know that you can return whenever you'd like." Chrysalis said with a seductress' purr. "I can help you return here. I can even make you go further. Would you like that? A place even more peaceful, even more placidly calm? A place where no worries could ever find you?"

"Yes..." Twilight breathed out. Chrysalis smiled wickedly.

"Good." Chrysalis said, moving to the foot of the bed. "Keep the memory of this place locked up tight inside of you; and know that whenever I say a special phrase you can return here. Not just to here, but to anyplace deeper I take you. Know that however deep you go, I can take you all the deeper, and then with a special phrase return you just as deep.

"Do you want to know that special phrase, Twilight?" Chrysalis asked, leaning on the bedframe in a leisurely way.

"Yes..." Twilight answered on a breath.

"The phrase is actually a group of words that I have to say in a certain order. They can be said however far apart, but your subconscious mind will remember when I have said them and keep track. That's right, you won't even have to worry yourself about keeping track of the words. The part of your brain that is in the background as you walk in the waking world will keep notes of when I speak and note down the words carefully and will know when it's time to tell the rest of you to drop all the way back down to this peaceful sleep. Isn't that nice, Twilight?" Chrysalis asked, drawing slightly closer to Twilight.

"Yes..." She murmured, her expression ever so peaceful.

"Well, I suppose I'm going to just have to tell you the special phrase. You will remember these in your unconscious mind, and only there. Your waking mind will not know about this so that it doesn't have to worry about anything. Only the unconscious part of you will have to think about it." Chrysalis said, scooting up onto the bed beside the resting princess with a predatory grin.

"The words I need to say to bring you back here, the words that only matter when I say them, are the following: slip, melt, tired, falling, and sleep. Only when I say those words and in that order will you return to this peaceful place. The words slip, melt, tired, falling, and then sleep will make you return to this place of peace, no matter when, no matter where, no matter how many words come between them. Isn't that just wonderful?"

"Yes..." Twilight replied, unable to muster anything else. Chrysalis just smiled, pulling a tad away from the princess, antsy to test the power of the words now, but having so much more to work on before she could take any ease.

"Sometimes, though, you need to be awake. Sometimes you have to be alert. Sometimes you have to say goodbye to this peaceful place for just a moment or two. There's a special phrase to accomplish that, too." Chrysalis continued. "When I want you to rise from this place back to the waking world, I will use the words Goodnight, Twilight. When I say those words, you will rise up to the waking world and your conscious mind will forget all about what happened in this wonderfully peaceful place. It will only think it spent time relaxing, which you honestly have. Relaxing in this blissfully placid place."

Chrysalis smiled, looking down at her work as she took a breath. It was a lot of effort to put in so much in one pony, but it was more than necessary. She didn't want just one feeding - no, one feeding would not be enough. Chrysalis needed something more real out of Twilight that required a great deal more effort.

"Twilight, I want you to imagine something for me in this peaceful place." Chrysalis said in a low voice. "I want you to picture a pony, but not just any pony." Chrysalis smirked, rolling her shoulders in preparation. "I want you to imagine the pony you love the most. The pony you admire the most. I want you to think about that pony and picture them in as vivid detail as you possibly can.

"Remember their scent, their color, their way of walking, and how they feel. If you've never touched them, that's alright, just imagine what they must feel like. Imagine it all and build with those thoughts a picture of them so perfect right in front of you. Make it real for yourself to the point that they might as well be standing right in front of you." Chrysalis guided. Twilight shifted slightly in her trance, but seemed to settle right back down. Caution never being amiss, Chrysalis let a little more magic flow into Twilight's mind.

The dark green massaged itself deeply into Twilight, filling her mind in a way that few ponies in history ever had their minds filled with changeling magic. There were a number who had, of course - and many had had more put in - , but Twilight was just at the start of the journey. She needed more before Chrysalis was done with her.

"Look at the pony you most love, admire, and cherish. Feel them oh so near to you. See them just there, a hoofstep away from you. Call to them, say their name, Twilight." Chrysalis urged.

"C-Celestia..." Twilight said, her tone rising slightly. Chrysalis shook her head, having figured as much. A wave of magic later, and no pony in there right mind - or wrong mind for that matter - would be able to say Chrysalis was wrong about the pony being in the room with Twilight.

"Twilight." Celestia's voice came out from Chrysalis. "I just wanted to tell you how proud I am of you for finding me here in this place of quiet solitude. Isn't it just wonderful here?" Twilight smiled to herself, shivering slightly under the praise.

"T-thank you..." Twilight replied weakly, the hypnosis and the magic weighing down her mind greatly. Chrysalis smiled through Celestia's visage, drawing a tad closer.

"Twilight, I want you to feel the cool waves again. Feel them washing over you. When they slosh against your sides you can feel it, the push against a lingering worry. Do you feel it, my faithful student?" Chrysalis asked in Celestia's maternal voice.

"Yes..." Twilight said softly in the depths of her trance.

"Let them carry away that worry from you. I am here, I can protect you. There is no fear. There is no worry. There is just you, the waves of cooling calm, and me. I am here with you, and I am so proud of you. Please, let the waves wash away that last fear, that last doubt, and cleanse you of all your burdens forever." Chrysalis encouraged. Twilight smiled softly, and let out a sigh.

"Yes, princess..." Twilight murmured.

"Very good," Chrysalis said, already formulating her next route of progress in the alicorn's state, "very, very good, my faithful student. As reward, whenever the secret phrase that brings you to trance is spoken, it will bring you here. Where no fear or doubt can touch you. Where your cares are so far removed that you couldn't find them if you tried.

"And now that we are alone, just you and I in this wonderful place, I have some secret lessons to teach you. It's a very special set of lessons that only the most faithful students I have ever get to know. I haven't shared these secret lessons with anycreature in hundreds of years. Do you want to learn my secret lessons? They're very special lessons and carry certain responsibilities with them. Responsibilities I expect you, my faithful student, to fulfill if you are to know the secret lessons. Do you want to learn them, my faithful student?"

"Yes, princess..." Twilight replied from deep in her trance. Chrysalis smiled and leaned in closer.

"Are you sure, my faithful student? I do not doubt that you are able to fully learn my secret lessons, but you may wish to reconsider. Are you absolutely sure that you wish to learn all that I have to offer you and to perform what duties those lessons impose upon you, my faithful student?" Chrysalis asked in a concerned mockery of Celestia's voice.

"Yes, princess..." Twilight muttered once more.

"Very well, my faithful student, I will teach you my secret lessons. Learn them well and be sure to act on them as they necessitate." Chrysalis said, pouring a little more changeling magic into Twilight, letting it thoroughly soak through the mare before continuing.

"Your first lesson is this: Celestia is your Queen." Chrysalis said in a whisper, as if imparting a world-shattering revelation. "Few know this, and you will not tell them. You may be Equestria's princess, but I am your Queen." Chrysalis said, implanting the words deeper into Twilight's mind. "What is your first lesson?" Chrysalis asked in Celestia's soothing voice.

"Celestia is my Queen..." Twilight repeated, her voice low and calm.

"Very good, my faithful student, very good." Celestia's voice echoed in Twilight's ears. "That is your first lesson: I am your Queen. I am not everypony's Queen, but I am yours." Chrysalis reinforced. "Are you ready for your second lesson, my faithful student?"

"Yes, my Queen..." Twilight replied, not missing a beat even in her trance. Chrysalis smiled, knowing full well that all of this was implanting itself deep inside Twilight's subconscious - just where Chrysalis wanted it.

"Your second lesson, my faithful student, is this: As a princess, it is your duty to obey your Queen. You must obey your Queen, as must anypony who I am the Queen of." Chrysalis said in a calm tone while seeding more changeling magic deep inside Twilight's mind. "What is your second lesson?"

"I must obey my Queen..." Twilight answered with a firm certainty. The lessons were already having a wonderful effect on the pony, and this was only the beginning.

"Good, my faithful student, very good. You learn quickly as always. Are you ready for your third lesson, my faithful student?" Chrysalis said with a purr, watching as Twilight's barrel widened and contract with each successive breath.

"Yes, my Queen..." Twilight said, confidence shining through even when in trance.

"Your third lesson from my secret lessons, my faithful student, is this: no pony can ever disobey their Queen. You may never do something I forbid you to do, and must always do what I order you to do. It is imperative that you never disobey your Queen. Disobedience cannot be tolerate, nor can tardy obedience. Slow obedience is disobedience, and disobedience can not be allowed. What are your three lessons thus far, my faithful student? Say their number and recite them to me."

Twilight stirred, her expression shifting slightly before she calmed down once more as the changeling magic pushed down on the balance of her mind. "There are three lessons. Lesson One: Celestia is my Queen. Lesson Two: I must obey my Queen. Lesson Three: I must never disobey my Queen."

"Correction, my faithful student, Lesson Three is not 'I must never disobey my Queen'." Chrysalis countered softly, making sure to not disturb Twilight in her trance. "Lesson Three is 'I cannot disobey my Queen'. The phrase 'I must never' implies that you might, 'I cannot' means there is no possibility. Is there a possibility, my faithful student?"

"No, my Queen..." Twilight breathed out.

"What is Lesson Three, my faithful student?" Chrysalis pressed again, smiling all the while.

"I cannot disobey my Queen..." Twilight answered calmly.

"Very good, my faithful student. Just three more lessons today, and then we will have a practical test on what you have learned, alright?"

"Yes, my Queen..." Twilight said in her trance, waiting like a sponge for water to fill it. The sight was just so delicious to Chrysalis; she couldn't help but want to pounce on the vulnerable alicorn right there and then. She didn't, however; the plan she had formed for Twilight holding her back in anticipation of greater rewards.

"Lesson four is as follows: all the subjects of the Queen love her. Not with the love of a usual host of subjects, for a Queen is exclusive. A Queen rules her princesses, not a populace or an army, but her princesses alone. Those that are under a Queen love their Queen with everything in them. Their love is deep, unending, and reverential. The love of a Queen's subjects is even greater than the love those subjects have for family, friends, spouse, or even self.

"It is a love that bind and keeps a Queen's subjects to her. It is a love that would have them sacrifice all they had for their Queen. It is a love that makes them do all their Queen will have of them." Chrysalis said, licking her lips at the thought. "You are my subject, my faithful student, and you love your Queen. You love me." She reinforced, whispering the words softly into Twilight's ear.

"Repeat the lesson, and know that like the rest, it is true beyond words. Repeat the lesson I have just taught you and feel its truth course through your veins like a cool glass of water on a burning summer day - refreshing and completing in a way that goes beyond words."

"I love my Queen..." Twilight said finally, a light blush briefly touching her features before it was consumed by the tranquility of her trance. Chrysalis smiled at this and pulled a bit back.

"Your next lesson, the penultimate lesson for the day, is this: you lust for your Queen." Chrysalis said, anticipating the rush of emotions in her subject so that they would overwhelm her. "All subjects of their Queen lust for their Queen. Love so deep and profound as you learned in Lesson Four could but result in this lust.

"In your dreams you can see me, and you hunger. In your waking hours you think on me and feel the power of lust taking your heart as if an army taking a castle by storm. You feel your heart soar when I speak to you and feel a wrongness when I am not near. You need your Queen, for your lust has taken such hold that without the object of its affections you feel incomplete.

"You know this, as do all the subjects of their Queen. You know you lust for your Queen like no other creature. You may lust for others at times, but none are as close in your mind in sheer power of lusting drive to your Queen. They are but pale imitations of the effect I have over you, and the lust they inspire serves only to remind you of your Queen." Chrysalis said, watching as the princess squirmed.

Not wanting to take a chance, Chrysalis let all the more magic flow inside of Twilight - even as it made her feel so much weaker. She didn't have much more to implant in Twilight, but she had enough to ensure she'd win out in the end. All the while, as dark green seeped deeper into Twilight, the alicorn shifted in trance, her mind desperately fighting - or perhaps all too readily accepting - the words they had heard in Celestia's voice; a voice that the mind no doubt trusted so very deeply.

"My faithful student, I want you to repeat all your lessons to me before I finish and teach you the last lesson for the day. Repeat them all to me one by one with their number and let me hear you accept them fully as you say them." Chrysalis urged in the perfect imitation of Celestia that only a changeling could pull off.

"Lesson One:" Twilight began slowly, her breath steadying out as she did, "Celestia is my Queen. Lesson Two: I obey my Queen." Already Twilight seemed to have returned to her previous calm, her own words reinforcing those she had heard Celestia speak.

"Lesson Three: I cannot disobey my Queen. Lesson Four: I love my Queen." Twilight said, all the confidence in the world behind those words. "Lesson Five: I..." She paused briefly, as if the words were too heavy for her to speak.

"My faithful student, I only teach you the truth. These secret lessons are my gift to you. You asked me to teach them to you. I asked if you were willing and you told me you were. My faithful student, trust that what I say to you is not a lie. Trust that all these lessons are the truth that I have saved for when you were ready to hear them." Chrysalis said, her voice steeped in motherly concern. "Please, my faithful student, finish repeating your lessons."

For a moment, Twilight remained silent in spite of these words. Deep within her a battle was waged between the part of her mind that desperately had wanted to reject the words as false and the part that had already accepted them as truth. For a heart stopping second, Chrysalis feared all her magic had been for naught. It looked in that moment as if Twilight would break free from the words and the magic and know what the duplicitous changeling queen was up to.

And then Twilight let out a long sigh and settled back down on the bed before opening her mouth. "Lesson Five: I lust for my Queen." She said finally, her mind fully accepting the notion.

"I'm so proud of you, my faithful student. Many have failed when they heard that lesson - refusing to accept it - but like all of my secret lessons, it is true. Please, my faithful student, I want you to repeat the phrase 'all the secret lessons my Queen teaches are true', just so that I may know that you are earnest before this last lesson for the day." Chrysalis pressed.

"All the secret lessons my Queen teaches are true..." Twilight repeated without hesitation.

"Say it again, my faithful student, but this time I want you to believe it. Believe it as if your life depended on it. Believe it as if it were the only thing that mattered in the world." Chrysalis pushed, readying herself for the worst but biting her lip in hope for the best.

Twilight, still deep in her trance, took a deep breath in and then let it out. "All the secret lessons my Queen teaches are true..." Twilight said, her voice firm and resolute against all opposition.

"Good." Chrysalis encouraged. "Hold that phrase deep within your subconscious - deep within the mind that holds the keys behind the mind you work with during your waking day. Keep it deep inside of you and remember it. In your darkest hours know that it is true - that I am true." Twilight let out a contented sigh in response, much to Chrysalis' silent jubilation.

"Please, for my sake and yours, believe me, my faithful student." Chrysalis said, pleading in Celestia's voice. "Now please, once more tell me your Fifth Lesson. Repeat it to me and believe it in the deepest corner of your soul, for it is paramount in your service to your Queen."

Twilight this time did not hesitate in the slightest, simply taking in a breath and then speaking aloud. "Lesson Five: I lust for my Queen." Chrysalis smiled and nodded at her little pupil.

"Good, my faithful student, I am so very proud of your progress." Chrysalis praised. "Your final lesson for the day, though, I fear may be hard. It is the lesson that ensures you are truly ready to proceed into your Queen's service." Chrysalis said, drawing nearer to Twilight. "The fifth lesson removes a fourth of those who might've been in my service and sends them from whence they came. You have passed thus far, but before you lies a test of your resolve for which you must be ready.

"I doubt you not, my faithful student, for I am sure of your abilities. I know that if you dig into the profundities of your heart that you will find strength beyond the challenge ahead. Though this lesson has removed all but the finest, I am sure that you are not the dross this lesson aims to remove from the gold of those true subjects of mine.

"I ask you only remember your lessons: That I am your Queen, that you obey your Queen, that you cannot disobey your Queen, that you love your Queen, and that you lust for your Queen. These lessons have taken your determination and have refined it, hardened it. It is ready, and you need but survive this challenge to go beyond." Chrysalis smiled inwardly while letting a serious frown take her disguised features.

"If you do not pass, my faithful student, and you are found unworthy to learn and keep this lesson in you, you will be released from my service. You will forget your lessons, forget your love, forget your lust, and - worst still - I will be forced to make you forget your Queen. It is the way of this test, my faithful student, so I implore you for your sake to fight hard against all reservations you might have.

"Let all that might hold you back fall away now. Let your inhibitions to serving me as your Queen be burned on the pyre of your true dedication to your Queen. Fight hard against the temptation to falter, my most precious and faithful student, and come out on the other side of the challenge this most difficult lesson has for you." Chrysalis said, pulling away from Twilight slightly as she prepared herself.

"Are you ready, my faithful student? Are you prepared against yourself to receive this: the hardest lesson you shall learn today?" Chrysalis demanded in Celestia's soft voice.

"Yes, my Queen." Twilight said, her voice firmer than ever before. Chrysalis smiled at this, only hoping that the resolution in the pony would hold out against this last test. Not a test of the pony, but a test of Chrysalis' hold over the pony.

"Lesson Six is this: as my subject, you must debase yourself. You must serve and be as a slave to your Queen. This is proper, but it is not enough. You must thoroughly realize within yourself that not only is your humbling before me necessary, but it is exciting. Your final lesson of the day is that you find your own debasement an exciting, erotic thrill.

"Your embarrassment before me, for me, and at my orders is arousing to you. It must be, for the secrets lessons have so declared, and the secret lessons I share with you are true." Chrysalis said, her voice firm. "What is your sixth lesson, my faithful student? Repeat it, and know it is the truth." Twilight, much as Chrysalis had hoped, simply drew a breath in and spoke without any sign of hesitation.

"My embarrassment is arousing to me." Twilight summarized in a calm tone.

"Is this true, my faithful student?" Chrysalis asked.

"Yes, my Queen." Twilight said, the sure tone to her voice now firmly set, no longer trailing off into a breath despite remaining in a trance.

"Very good." Chrysalis smiled. "Now, I want you to slowly rouse to wakefulness, being released from your trance into the world of the waking. You will know your lessons and you will know them to be true. Am I understood?" Chrysalis asked, stepping a tad closer to the bed, resting a hoof on the plush surface.

"Yes, my Queen." Twilight answered. Chrysalis' wings buzzed absently in a thrill of deep enjoyment at the plight the unwitting princess was now in. If Twilight knew what was happening to her she'd no doubt summon her friends to her aid, but she had no idea. She thought she taught a creature who wanted to learn all she had to offer, and she was wrong. She thought she was under Celestia's enthrall, and she was wrong. She was wrong, and it was delicious!

"Rising now, my faithful student," Chrysalis said in a calm whisper in Twilight's ear as she lifted herself into the bed beside Twilight, "remembering all the lessons, knowing them all to be true, and acting on that knowledge. Awake now."

For the first time in a good while, Twilight opened her eyes. She stared straight ahead for a few moments before lifting her head and looking about the room, starting on the side opposite Chrysalis. The alicorn scanned the room, as if still in a trance, before her eyes finally found the pony beside her.

All at once, her eyes widened in reverential surprise before she bowed her head. "Princess Celestia!" She breathed in complete surprise. "I... I thought that..."

"What is your First Lesson, Twilight?" Chrysalis asked, her tone firm yet caring. Twilight blinked, looking up at Chrysalis in bewilderment before tears of joy began to pool in her eyes, her lips pulled into a genuine smile.

"You are my Queen..." She breathed. "I... I almost thought it was all a dream... a wonderful, wonderful dream." Twilight said in a low murmur, staring in awe at the Celestia before her.

"It was, my faithful student." Chrysalis said with a sweet smile. "My sister is not the only pony that can walk dreams. I rarely do it, but this time it was necessary. I had to find out if you were ready for the next stage of your training."

"I am, my Queen." Twilight said, bowing her head once more. "Teach me, please! Use me! Have of me what you will! Oh sweet, merciful Queen Celestia!" Twilight cried, her voice altered in her tears. Chrysalis set a gentle hoof on the princess, more than a little pleased to see the mare in such a state.

What she hadn't expected what the violent shudder from the mare as she touched her. "Twilight, are you alright?" She asked, not sure what had just happened for a second. And then it became abundantly clear. Her changeling sense - as well as her normal senses - told her exactly what had happened even before Twilight confessed.

"I'm sorry, my Queen... I... I came." Twilight said sheepishly. "Y-your touch is just... so glorious. I couldn't restrain myself; I'm sorry!" She burbled, digging her head into the blankets. Chrysalis couldn't help but smile as she removed her hoof from Twilight's shoulder.

"It is alright, my faithful student. I forget the effect I have on others at times." Chrysalis comforted. "Though I do now have a task for you, much as you requested." Twilight shot her head up instantly, all smiles at the prospect of serving her Queen - of servicing her Queen.

"You have made a mess, my faithful student." Chrysalis pointed out. "I want you to clean it up. Clean the bed of your orgasm like a proper student." Chrysalis ordered. Twilight immediately bounded to her hooves and dashed away. "STOP!" Chrysalis called in an imperious tone.

Twilight froze midair, turning about to look at her Queen. "Come back here, I have yet to finish my order, Twilight." Chrysalis chided. Stooping low and rushing over on her hooves, Twilight quickly was back at the side of the bed, pressed against the floor as she burbled out apology after apology.

"Enough, my faithful student, it was a mistake of eagerness, and so forgivable - for now." Chrysalis said, a hint of a threat taking her words. "As I was saying, I want you to clean your bed of the mess you made. I want you to do this for me, and to do it for me with your tongue and mouth." Chrysalis said, finishing her order. Twilight nodded a split second later, jumping up onto the bed.

With gusto beyond what Chrysalis had expected, even with the amount of reinforcing words and magic she had used, Twilight set about licking up the more readily available part of the mess. Long strokes of her tongue caught up the moisture she had let out into the world, drawing it in to her mouth before swallowing it down so that another lick could bring in more.

Soon Twilight stopped licking and began to suckle at the blanket, drawing out more of the juices. Chrysalis watched enthralled as Twilight worked hard at the task in a way that set a flame of desire in the changeling. A desire that Chrysalis would never stop working at, even if she might not indulge as much as she wanted to at the moment.

A few final licks later, Twilight drew her head up and looked down at the bed before turning to Chrysalis with a smile. "I have licked and sucked up the mess, my Queen!" She reported cheerfully. Chrysalis smiled at this, looking behind Twilight.

"And have successfully made another." Chrysalis commented. Twilight looked, and there behind her, a small pool of her arousal sat a top the bed, already soaking in.

"Fiddlesticks! Allow me to clean it up, my Queen!" Twilight said, hopping to the task. What Twilight may not have noticed was the fact she had turned her back on Chrysalis. She might also not have thought about the fact that the position she had taken made viewing her nethers that much easier.

Chrysalis did notice.

Moving forward, Chrysalis lapped at the moist sex of the excited mare. Twilight jumped slightly, giving a surprised 'eep' at the unexpected contact. Chrysalis gave Twilight a smile and then cleared her throat.

"Twilight, I order you to clean the mess you made while cleaning your last and to do so while lifting your tail for me." Chrysalis said in Celestia's voice. "Do not leave off cleaning until you are finished, no matter what."

"Y-yes, my Queen." Twilight said, moving back to her work slowly. With little hesitation, as implanted in her with the lessons Chrysalis had taught, she raised her tail up, allowing Chrysalis full access. With a devilish smile, Chrysalis lapped once more, feeling Twilight shiver under her touch.

Not wanting to waste such a wonderful opportunity, Chrysalis set about lapping away at Twilight's moist sex. With care, she avoided doing anything else, paying no heed to Twilight's clit or any other such avenue of pleasure - simply licking in slow, long strokes across the mare's pussy.

Twilight moaned into the bed, doing her best to clean up the small pool she had left even as she was serviced by her Queen. She loved every second of every sensation. The taste on her tongue - the taste of herself - linked itself to this pleasure, and she loved it!

How little did the princess know that today was but the start, the first time of many. Chrysalis, for one, couldn't wait to teach again.