How long has it been since she lost it all? How long has it been since it all fell apart? How much longer would it take before she would take her revenge? These questions burned in Chrysalis' mind. Furious hatred was all she could think of these days. Following the failed attack on Canterlot, she tried to be subtler, attacking all major powers and potential threats at once. But even then, she had underestimated her enemies. And now here she was, festering in some dank squaller deep in the Everfree Forest. Even in her attempts to gain revenge, her plans have failed, though thankfully, her presence has gone unnoticed.
The only solace she seemed to find was her desire for revenge against Starlight Glimmer. But underneath all her hate, another burning desire remained aflame. The urge to start the Hive anew. Though she managed to use what she could, capturing any unfortunate travelers, though this only gave her a few eggs here and there. For her plans, she needed more, another broodmare, a sub queen. But who could she choose? As much as she wanted to make Starlight her sub queen, she had other plans for her. No, she had to choose a different mare to serve.
“But who?” Chrysalis asked herself, pacing feverishly back and forth. The small grubs only watched on in silence as their Queen stomped. “This shouldn’t be that difficult to consider. I just need a mare to handle the birthing process. And there’s an entire town nearby with so many choices. But why is this so hard to choose?”
Her thoughts were suddenly halted by a sensation coursing through her mind. Raising her head, she looked towards the direction of the feeling. It was a small critter, some black and green squirrel, but Chrysalis knew better. A smile curled her lips as the once critter was consumed by the greenish tinted of changeling magic. It was a drone, one of the few she managed to lay and raise in the time she had been in exile. The drone looked no different than any other changeling, though he had a slightly more emaciated frame, signs he wasn’t given enough love to feed off of as a grub. She called him, Larynx, as he was the only one so far capable of free speech, while the few other drones that grew could barely mimic sounds they heard.
“Report, Larynx!” Chrysalis demanded, showing no signs of mercy or concern for the current health of the drone. “You better have some good news for me!”
“Yes my Queen.” Larynx replied with a bow. As he could speak, Chrysalis tasked him with searching Ponyville for any possible candidates, as well as lure any victims deep into the forest to be fed on. “While searching, I believe I have located a suitable mare for you.”
“Who?” Chrysalis ordered, stomping forward in an almost predatory display of aggression. “Tell me who!”
“The Element of Generosity, Rarity.” Larynx explained, showing no sign of being intimidated, possibly from growing up seeing his Queen act like this. “During my studies of Ponyville, and its inhabitants, I have concluded Rarity is the best suitable mare to become your broodmare.”
“Rarity?! One of Twilight Sparkle’s friends.” Chrysalis exclaimed, pondering for a moment. “Hmm, well, she is quite the catch. She has an ideal egg laying figure, and if I recall, she can be quite ruthless when she needs to be.” Thinking back to the few times she’s been near or interacted with the mare, she recalled Rarity to be a mix of cunning, manipulative, and seductive. “She’d perfect!”
“I will arrange her arrival, my Queen.” Larynx bowed before departing. As he turned, he said a final word. “For the new Hive, and our revenge!” Chrysalis couldn’t help but smirk a sinister grin at the thought of using one of her enemy’s friends to further her plans. It was all coming together perfectly.
In Ponyville, Rarity was hard at work with her latest outfit. This one was a rather strange order, a pair of regal gowns, fit for royalty. But that wasn't what confused the mare. It was the client, a Miss N'secta, a noble from a region of Saddle Arabia she thought. Not that it really mattered, the mare was kind enough to pay nearly a small fortune in advance. Rarity had never seen so many bits at one time, and that was merely the down payment. Having worked on this order for a little over a month now, she was proud of her gowns, her skills in crafting such attires being honed by the assortments of dresses she had made for Twilight.
"There we go, all done." Rarity told herself, taking a few steps back to marvel at her creation. They were stunning, a set of black and dark green gowns worthy of a queen. As well as that, they were specially made to be easily adjustable, as the request made a small note that the dresses may be used during a coming pregnancy. "I can't wait to see her reaction. This has got to be my finest yet."
As she continued to enjoy the sight of her gowns, a sudden knock at the door broke her focus. Curious, she made her way to the door. Opening it, she saw her client, N'secta. The Saddle Arabian mare was tall and slender, yet held elegant and alluring curves. Her legs were smooth, topped with a large, round flank, slim midsection, and finally massive breasts that seemed to only defy gravity. Rarity stood there for a moment, transfixed in the mare's gaze, as if she could fall into the swirling green pools that were her eyes.
"Rarity, darling." N'secta said, her voice sounding as sweet as honey as she spoke. "I do hope you don't mind the intrusion, but I just had to see the progress."
"Oh not at all, please, please come in." Rarity replied, gesturing for the mare to follow. "You see, I was just on my way to see you. I am happy to say, the gowns are finished."
"Are they now? Oh please, please, let me see them." N'secta asked, her lips curled in a joyous smile. Following Rarity, she saw the two gowns. Her eyes glowed with excitement over it. “Marvelous, simply marvelous...except…”
“Except?” Rarity asked, looking to N’secta, the mare’s eyes seemed to be gazing at the clothing in a much more stern and serious look. “I-if there’s anything wrong with them, I can change it immediately.”
“Oh? It’s not that at all my dear.” N’secta replied, waving her hand as she maintained a composed tone. “Rather, I was wondering what they’d look like on you.”
“W-what?!” Rarity replied in a flustered tone, confused over the request. Looking between N’secta and the gowns, she considered for a moment what it would be like to wear the attire. “I-I-I couldn’t…”
“Nonsense. I believe it would look simply lovely on you.” N’secta insisted, waving her hand back and forth as she smiled. “But tell me my dear, is anyone else home with you?”
“N-no. It’s just me today.” Rarity explained, hoping this little small talk would be enough to deter N’secta from her request. “My sister if with her friends, and my parents are busy at a retreat for the rest of the month.”
“Excellent.” N’sect replied, shifting her arms upwards. In a single, fluid motion, she disrobed, revealing her alluring, curvaceous figure. “Ahh, much better.”
Rarity was in absolute shock. She had heard about the more liberated and open Saddle Arabian culture, but to see such a beautiful mare strip down in front of her so brazenly. She couldn’t even speak as N’secta walked over to the gowns, her wide hips swaying almost hypnotically as the mare looked on. There was something else about this mare. She was gorgeous, a living sex goddess was so close to her, and yet Rarity, never thinking of mares in such a way, couldn’t look away. N’secta’s body was just so soft, so round, so perfect, it was as if her body was sculpted to be the most enticing form imaginable.
“There we are.” N’secta commented, striking a small pose as the dress seemed to just barely cover up her endowed features. “This is absolutely perfect, you must try it.”
“I-I-I suppose...i-if you insist.” Rarity replied, submitting to the mare’s request. She couldn’t explain it, but there was just something about N’secta that made her want to obey, and the gown was so beautiful, so perfect, it was like it was made for her as well. “L-let me try it on...in the back.” Before another word could be said, she grabbed the gown and quickly made her way back to her room. N’secta only smirked at the sight of the flustered mare, licking her lips.
“H-how did this happen?!” Rarity panted, unsure what to feel. No sooner had she managed to get into her room, she all but threw her clothes off. “She’s a client, why would I have these feelings for her. And she’s a mare for Celestia’s sake!” She wasn’t sure how to feel, her body tingled and burned with a want she had only ever felt towards stallions. Holding the gown, she sighed as she quickly put it on, feeling the soft silk embrace her body. “Oh...wow, this has to be my finest yet.”
Turning to look in the mirror, she saw her body. She was stunning, looking like a noble in some exotic court to the east. Rarity could only imagine the sight and reactions of the mares she had made playful rivals back in Canterlot. Nothing too hostile, but during her numerous trips, she had made a name for herself among the court. Her connection to Fancy Pants and his wife, Fleur, did of course help to incite the flames of envy among her peers. Truely, she could imagine their reactions, maybe even letting her dance with their husbands. Oh the scandal it would be, but why was she thinking this now. She was a proper, civilized mare, a lady of elegance and grace, covering her face, she could only blush.
“My, my, you look simply stunning.” N’secta commented, leaning in from behind Rarity. The mare’s eyes shot open as she looked on to see the seductive mare standing behind her. “Now my dear, why would you ever want to hide this from the world?”
“N-N-N’Secta?!” Rarity yelped, nearly falling back as the mare watched on. “I-I-I...it’s not what it...I mean...I was going to…”
“Now, now my dear. There’s no need to apologize.” N’secta chuckled, taking a step back. Her eyes remained on Rarity’s startled body, smiling at the mare. “You look beautiful my dear.” Carefully, she approached the mare, reaching out to touch her. “Let’s get a better look.”
“N-no...no...it’s quite alright.” Rarity replied, feeling a sudden nervousness. N’secta was getting way too close for comfort. “I-I-I-I’m alright, you don’t have to be this close.”
“Oh? But you’ve done so much for me.” N’secta cooed, leaning in to almost whisper in Rarity's ear. Her breasts pressed against the mare’s sending a sudden surge through her body, a sensation she had never felt from a mare. Licking her lips, she kissed at her neck, nearly making Rarity leap back. “I should reward you for all your hard work.”
Before another word was said, Rarity felt a sudden sharp pain strike her neck. Instinctively, she tried to pull back, but N’secta’s hold on her shoulders was like a cold iron grip. Nearly a moment after the bite, she felt something else, it was hot and seemed to flood her bloodstream. Not only was the mare biting her, but she was injecting something into her veins. Rarity tried to break free, but the more she struggled, the more this strange substance filled her. Her body was becoming weaker, and hot, so much hotter. It took a second, but she quickly realized what this feeling was. It was like she was being forced into the worse possible heat cycle.
“There we go, all warmed up.” N’secta commented, releasing Rarity, allowing the mare to drop to her knees. “You really are far too trusting my dear.”
“What are...who…” Rarity tried to speak, but her voice was weak and her body trembled as she could feel her thoughts being filled with the urges to breed. “What did you…”
“Now, now, no need to over do it.” N’secta smirked, her eyes glowing with a bright green light. “I believe you’re almost ready. Just one more push.”
Glowing for a moment, N’secta’s body was engulfed by this green magic, revealing the form of Queen Chrysalis. Rarity’s eyes widened in surprise, she had no idea that for weeks, she had worked for her. But what was more shocking, was as she looked at the changeling’s erotic body, she panted a little, her eyes wandering down, taking in as much of her frame as she could. It was only when she reached Chrysalis’ hips, she noticed something else, something small and bulging slightly. Swallowing hard, Rarity could guess what it was, but was too scared to speak.
“Oh? You noticed?” Chrysalis laughed, pulling aside the gown to show off a small, almost clit like appendage. “Keep watching, you’re going to love this.” Taking her other hand, she slowly rubbed this small thing, but it began to grow. Stretching and extending out, soaked in some strange fluid, the appendage eventually takes the shape of something more familiar; a large and pulsing penis, dripping with a strong smelling precum. “There we go, all slick and ready for you.”
Rarity couldn't take her eyes off it, the size of the changeling cock. Unique in shape, it was long, curved, and thick; pulsing and twitching with a bizarre exoticness. Licking her lips, she could only imagine how such a thing would feel inside her. But she shook her head, trying to banish these thoughts. How could she be attracted to this dick? She was a mare of eloquence and class, and Chrysalis was a changeling, a vile creature who fed on the love of others. This changeling, with her thick, meaty, lips smacking…
"Come on now." Chrysalis smirked, savoring the look of Rarity's struggle to maintain her control. "You know you want it. So why don't you come and get it."
Rarity tried to speak, but only managed to get out a low whining sound. Though her mind was partially resisting, her body betrayed her. Slowly, she crawled over to the changeling, her eyes remaining on her delectable dick. Just as she was ready to take it, she reached out, as if to stroke it too, to feel its warmth in her hand. But just as she was ready to touch the cock, Chrysalis pulled it away, causing Rarity to fall a bit forward.
"Now, now, that's not how we're going to do this." Chrysalis chuckled, staring down at the pleading look in Rarity's eyes. With her cock in hand, she gently smacked her thick size against the side of the mare's face. "You want this don't you?"
The mare only trembled with every smack of the changeling cock against her face. This was so degrading, so vile, so embarrassing, and yet Rarity felt her pussy getting more and more soaked. Chrysalis only continued to tease her prey, taking her cock against the side of the mare's face, rubbing it as if to set in her sticky, strong smelling precum. Small glob got stuck on Rarity's face as the sound of quick, wet smacks enticed her ears. She wanted it, she wanted to be facefucked so badly. Panting, her tongue hung out, as if she hoped to feel this cocksmack on her lips.
"Good slut. But you'll have to do more than that." Chrysalis teased, feeling her own lust to conquer the mare's body straining. "Now, tell me where you want my dick."
"In here." Rarity moaned, using her fingers to pull at her lips, opening her mouth wider as her tongue dangled exotically. "I want that fat cock to destroy my throat like a loose cunt. Please ravage my mouth!"
"Good whore." Chrysalis nodded, smirking as she slapped her cock a few times on Rarity's tongue, sliding it a little before angling it against her lips. "Let's see how much you can take."
Rarity only moaned a whorish sound as she felt Chrysalis' massive size slowly push its way into her mouth. She was not a whore by any means, at least she wasn't one before today, but her mouth and throat took in the wiggling dick as if she was born to be facefucked. Chrysalis was not a kind or gentle lover, she only wanted to see how much Rarity could handle with the initial, steady thrust. But despite the mare's eagerness to take the girth, she just barely managed to handle half the size.
"This won't do at all." Chrysalis pouted, staring down at Rarity, whose expression was twisting into a euphoric orgasm. "I need you to take all of it." Sneering, the changeling nearly pulled her full length out, placing her hands on the back of Rarity's head, and sighed. "And you're going to take it bitch!"
Grunting hard, Chrysalis rammed her cock as hard as she could down Rarity's throat, causing the mare's eyes to roll back as she fell inside of her mouth being scrubbed by the thick size inside her. Not letting up for a moment, the changeling treated the mare's throat like a tight fucktoy, almost forgetting that she still needed the mare after this. But in this moment, the only sensation running through her mind, was a mix of lust and hatred.
Everytime she looked down at Rarity, all she could see was her defeats and suffering. She wanted revenge, she needed revenge, and what better way to start her vengeance than to fuck and break one of the mares who ruined her plans. Rarity was hers now, a soon to be broodmare to lay countless eggs for the newly formed hive. Chrysalis couldn't help but laugh as she throatfucked the mare, barely pausing for a moment to let Rarity breath.
"It's coming slut, it's coming." Chrysalis grunted, feeling her cock swelling in Rarity's throat, getting ready to burst. "I'm going to blow my hot load so hard down your throat!" Her eyes glowed with a primal lust. "You like that whore? You want to be stuffed with your Queen's cum?"
Rarity moaned a muffled cry as she felt herself, despite choking on the thick cock, getting closer and closer to a hard orgasm. She was going to cum by being facefucked by this brutish changeling. She was going to lose any chance of escape. There would be no going back after this, and her pussy only gushed a small puddle of her glistening juices under her. She was ready to take the thick load, even as she felt her consciousness slipping away.
“Take my load you whore!” Chrysalis laughed, feeling her cock swell more as her hot cum was bubbling from within. “Drink it!”
Rarity’s eyes went wide open as Chrysalis’ thick cum filled her throat, swelling it out in a small bulge as it poured into her body. Her belly was stuffed within moments, expanding as until she was bloated. To any onlooker, the mare would be confused as pregnant, not that she wasn’t going to be for much longer. The changeling only continued to thrust and fire off her thick spunk in the mare’s mouth, her swollen cock cutting off her air as each hard motion of her hips allowed some air to enter Rarity’s lungs. Her nostrils flared as she took in what little she could, but it almost burned her insides as the strong musk made her pussy more and more soaked.
“There we go, nice and full. At least from this end.” Chrysalis snickered, slowly pulling her still hard and partially cumming dick from Rarity’s mouth. A small trail of cum connected her tongue and the twitching cockhead. “Now I think we’re ready for breeding.”
Before Rarity could even finish what little thoughts remained in her mind, the changeling queen had used her magic to grasp her body. With a sudden and swift motion, the mare was magically pulled and pushed, causing her to land on her back. The greenish magic forced her legs up over her shoulder as Chrysalis assumed a mounting position. Even though she couldn’t fully see it, Rarity could feel the still pulsing girth of the changeling’s cock rubbing against her pussy lips. It was agony, she wanted it, she needed to be bred like a broodmare slut. Even as she moaned to be fucked, only the soft coo of the cum gurgling in the back of her throat came.
“Oh, don’t worry my dear pet.” Chrysalis teased, angling her dick so that the head kissed tenderly against Rarity’s soft entrance. She gave off a soft moan as she felt her sensitive lips slowly open. "Time to make you mine."
Ramming hard, Chrysalis bottomed out her cock in Rarity's pussy. The thick size filled her pussy, reaching all the way to her womb. The cockheas kissed hard against the cervix as the changeling settled. Rarity let out a loud moan as she felt the sensation of pleasure surging through her body. Licking her lips, Chrysalis could taste the mare's lust. Drinking from it, she shivered with delight. Pulling her cock nearly out, she shoved it back in.
Rarity's head arched back, a lustful howl escaped her throat as she started feeling the weight of the changeling on her body. Her legs pressed against her, Chrysalis' hips bucked and smacked hard against the mare's body. The room echoed with the sound of bodily movement, the cock hammering harder and harder against Rarity's hole. The mare felt herself being fucked in a way she never imagined.
"Come on slut." Chrysalis teased, laughing as she saw the fucked silly look on her face. "And to think, I thought you were some classy mare. You're just some whore!"
"F-f-fuck!" Rarity moaned, her mind being fucked into a mess as she felt the thick size inside her swelling. "Fuck me!"
"Is that it?" Chrysalis laughed, leaning over her, pressing her lips against hers. The changeling's tongue slipped into her moaning throat. Rarity came hard over the fat cock inside her. "You gave up so easily. And now look at you. You're gripping me so hard, you like being fucked like a loose bitch!"
Chrysalis continued to fuck herself in and out of Rarity, making the mare scream louder and louder with each motion. If it weren't for the fact the two of them were alone, anyone in the house would hear the mare's whorish howling. Her shouts were only music to the changeling's ears, making her dick twitch. Even as she forced her tongue in hers, she could taste the mare's shouts and moans. It was intoxicating, love was nourishment, but lust, lust was like a drug.
Fucking faster, Chrysalis felt her body shivering, a tingling that ran down her spine as she could feel herself getting closer to orgasm. As for Rarity, she had long lost count how many times she came. The sounds of soft flesh smacking against each other was soon accompanied by the moist tune of the pool of mare juices forming under them.
"It's coming my slut." Chrysalis said, her own tone twisting into a moan as she panted harder and harder. "I'm about to blow my royal load in your whore cunt." Rarity's body twitched from the changeling's words. She smirked at the mare. "You want that? You want me to saturate your womb with my hot cum?" Rarity moaned, her words only coming out as soft sounds. "Come on bitch! Tell me what you want, tell me you want my cum!"
"Cum inside me!" Rarity shouted, her will long broken as her mind surrendered to the pleasure. She had forgotten what life was like without Chrysalis' fat cock fucking her. Her shouts echoed so loud, it was nearly painful to the changeling's ears. "Fuck my whore cunt with your hot loud! Don't ever stop fucking me!"
"Good mare." Chrysalis smirked, thrusting herself while pressing her body against Rarity's so hard that the tip of her dick pressed past her cervix. Her moist and eager eggs took the thick cum firing inside her. "Mmm, take it bitch."
Rarity's throat could only let out a breathless scream as she felt the vast amounts of cum being pumped inside her. Her womb was filled almost instantly, with more cum that she believed she could handle. But that wasn't the end of it. After a few moments, there was a new feeling. something else was filling her; eggs. Unlike regular changelings, which had to switch between being able to fill prey with cum or eggs, Chrysalis could do both at once. Leaning over her, the changeling made out with the mare, feeling Rarity's belly was slowly swelling as both cum and eggs were being impregnated inside her.
"Ooo yes, fuck..." Chrysalis cooed, feeling the high of her own pleasure washing over her. "That felt amaz-"
Chrysalis' words were cut off by something happening to Rarity. Starting from her womb, a faint green glow grew and expanded. After a moment, this glow soon acted like a slow burning fire. But it did not burn the mare in a way that put her in danger, quite the opposite. It was a cleansing fire of transformation. Growing outwards, this flame spread, changing Rarity's previously soft and white coat into a cool, blackened chitin belonging to a changeling.
"I'll admit, I expected the change to take a little longer to take effect." Chrysalis commented, her cock still feeling the tight warmth of Rarity's inner walls. Slowly but steadily, the mare's body was being changed, the potency of the changeling's cum was altering her being. "Doesn't matter now, you're mine now."
Watching on, Chrysalis only smirked as she leaned in, kissing Rarity in a more loving and passionate way, moaning a little as the mare was fully transformed. No longer was she a pony, now Rarity wasa changeling, a new sub-queen to be bred by her new queen. Feeling content, Chrysalis pulled herself out, leaving a small trail of still hot cum as some spilled out of the newly formed changeling pussy.
"There we go. You're all mine now." Chrysalis smiled, her tone sounding much more sincere and gentle as she spoke. "And what do you say my dear broodmare?"
"Thank you my queen." Rarity cooed, feeling her words trail off as fatigue and rest was taking her. "Thank you, for making me you mare."
"Think nothing of it, it is your duty to bear my eggs now after all." Chrysalis replied, looking around the rest of the room; there were going to be a lot of changes to come, but those would come later. "Rest now my sub-queen. When you wake, you'll be bred again to ensure we produce a stronger hive."
