Author's Note

The following chapter contains a small quick sex scene.

All Characters Are Eighteen And Above

This story is simply meant to be written for fun, as well as to commemorate Chrysalis's first appearance in 'A Canterlot Wedding'. The story is based on the Chrysalis Timeline, set at the time where Season 9 would've occurred. Along with that, this story incorporates one of my OCs, Midnight Blitzer, however, if you find it better to imagine your OC in his place, then by all means go ahead and do that.

Anyway, I hope you guys enjoy this story. If it ends up being to your liking, consider tracking this story so that you can be notified when it gets updated in the future.

Chapter 1

As nightfall began to approach, a group of changelings found themselves stationed in a remote section of the Everfree Forest. Having just rotated with another squadron, their mission, along with everybody else’s, was to patrol the area until they found a very special target. At the front of the watch was a commanding officer known as Pharynx. Like his brethren, he had pitch-black skin and white sharp fangs protruding from his mouth. But that was where the similarities between him and a large percentage of his siblings ended. On top of his head was a dark blue helmet, a sign of a high-ranking officer, one that would usually end up commanding a legion of changelings during wartime. The extra horn on top of his helmet though meant something else. He was no ordinary officer and not a regular soldier. He wasn’t even a regular general. Rather, he was an Army Group Leader. The helmet however was not the only thing that distinguished him from the rest. Instead of the aqua blue eyes, and teal insect-like wings that other changelings had, the leading changeling had a set of purple eyes, purple wings, and red hair.

“Thorax! Stop slowing down the line and pick up your speed!” The changeling general roared, prompting a shy and timid changeling to come forth. Unlike Pharynx, this changeling had no distinguishable features other than an unexplained feeling of nervousness. This weak trait though meant that said changeling had become a target for many aggressive changelings to pick on, and unbeknownst to Pharynx, Thorax was being tossed left and right by the other changelings before he was called.

“S-Sorry brother… it’s just-”

“How many times do I have to say that we’re nothing like each other!” The older changeling rebuked, yelling at his brother. “If you had the decency to become a commanding officer, then perhaps I would’ve gladly accepted you as my brother. But no! You’re weak and pathetic, carrying those same ideals of those ponies that no longer exist as a free nation! I would have been ok if you were able to fight your own battles, but nope! You’re weak and we both know it.” The purple-winged changeling stated, before hearing the sound of laughter. The commanding officer suddenly turned around, surprising a group of laughing changelings before he began to rebuke them as well. “And you guys! Stop picking on my brother or I’ll rip you all a new one! You all got that!?” The bullying changelings immediately zipped their mouths shut before going back into attention, nervously looking at Pharynx.

“Everyone! Calm down! There’s no need to be this aggressive.” A new voice said. Pharynx and Thorax turned around to see another drone, who unlike the rest was a female. The female changeling drones tended to be a bit shorter than their male counterparts, but what marked her as distinct was her slightly longer horn, which showed that she was a proto-queen, one of many who were destined to either replace their queen or form new sister colonies when the time came. She was beautiful, with an hourglass body and a nice large chest, covered by a thin dress that only highlighted her sensual curves.

Pharynx simply groaned as he noticed her presence, not wanting to contend with another changeling like his brother Thorax. Since she was simply a proto-queen and her ascension was not guaranteed, along with the fact that rank wise the Army Group General was superior to her, Pharynx didn’t find any issue in yelling at her.

“Ugh! I already have Thorax to pester me with those annoying ideas of tranquility, but now comes another like him! What do you want, Ocellus? Shouldn’t you be back in the Hive and read through all of those stupid books like the bookworm you are?” Pharynx yelled, and to his slight surprise, the proto-queen simply let out a light laugh.

“Now now Pharynx. Like I said there’s no need for all of us to get hostile. Anyways, the reason I’m here is that since all of you males have taken a year of trying and failing to capture our target, from here on out proto-queens will be assisting the patrolling for our target.” Ocellus stated with a soft smile. Thorax simply smiled at the young female changeling.

“Well, that’s wonderful news! I imagine that you’re happy to finally be free to move beyond the set boundaries of the hive right?” Thorax asked, which only caused Pharynx to scoff and roll his eyes.

“Hmph. As if. I bet it has to do with a deal that goes along the lines that if she’s able to capture that pony, she’ll be able to either become the next queen or more likely, join those orgies that Queen Chrysalis hosts daily to boost the hive’s love production. Ain’t that right Ocellus?” Pharynx questioned, causing Thorax and Ocellus to blush madly.

“Brother! That’s very rude of you to say! She’s classier than tha-”

“Hehe… you got me, bro.” Ocellus answered, her black cheeks becoming lit with a red hue. Her response caused Thorax to blink like an owl while Pharynx simply scowled.

“Well, at least you’re a bit more competent than my… than Thorax so that on the rarest of occasions I’d call you a sis, but even so I’m hesitant to do it given that you carry much of Thorax’s pony ideals.” Pharynx stated, before letting out a sigh. “Let’s just stop talking and get right back to patrolling. For all we know this little discussion might have prevented you from reaching your dream because we were too distracted to notice a shadow moving or something.” The Army Group General stated, to which Ocellus nodded and gave him a salute.

“Yes sir! We’ve got a mission to accomplish, and if I want to see my wet dream come true, well I better get to helping the Hive!” Ocellus replied, standing in attention, causing Thorax to blink again.

“By the way, why do you want to join? Just curious here, but you always seemed to be the changeling that tried to be as innocent and noble as possible.” Thorax stated, which caused Ocellus to let out another laugh.

“Oh, Thorax. Ever since the war’s conclusion and the capture of several stallions, it’s been every proto-queen’s dream to join those orgies, to have some hot messy fun, and for the older and mature proto-queens, start their hives earlier than usual. It’s an opportunity that has never been presented before the Canterlot Invasion, and now if I play my cards right and do my job, I can get a chance to join them! I can feel my body already quivering at the thought of getting mounted by a stallion. Even just thinking about the potential smell intoxicates me!” Ocellus exclaimed, her legs shaking a bit.

Before the two brothers could comment on her response, the trio heard the soft sound of a bush being meddled with. Using some quick ear signals, the changeling patrol suddenly formed into a defensive ‘scatter’ position, preparing for a possible attack order. Whatever caused the sound could range from a small bunny, to perhaps-

“Crossbow six o’clock!” A changeling suddenly yelled from a random location. Pharynx, Ocellus, Thorax, along with the rest of the patrol, turned around and saw the changeling who gave the alert command code rushing towards a bush with a spear only to get kicked in the gut by a cloaked figure, and immediately everyone knew who it was.

“It’s the target! EVERYBODY ATTACK!” Pharynx roared before he and the rest of the patrol began to charge towards the cloaked pony, while Thorax and Ocellus stayed in the back. As the patrol grew closer to their target, the young proto-queen sensed something was off as she saw the figure let out a smirk. To her horror, she noticed a familiar sight of a red and black striped firework being loaded into a crossbow as the cloaked pony suddenly pointed the device at the charging patrol, who were oblivious to the threat they were in.

“LOOK OUT! HE HAS FIREWORKS!” Ocellus yelled as she and Thorax rushed to aid their allies who saw the firework-loaded crossbow begin to panic and attempt to disperse. Seeing that they weren’t going to be able to retreat in time, Pharynx stepped in front of the crowd before shifting himself into a large stone wall, just when the first shot was fired.

A loud ‘BOOM!’ was heard as the firework slammed into the changeling-turned rock, and though he was now an inanimate object, Thorax and Ocellus could hear a faint scream as the general took a direct hit. A large shower of red and black particles burst from the exploding item, as a huge black scorch mark was left on the rock, which quickly back into Pharynx who grabbed his chest in pain.

“Pharynx!” Thorax yelled in panic, trying to run towards his older brother, only for Ocellus to tackle him, saving him as another firework went off and shot right through where his head used to be. Unfortunately for some changelings, the firework continued onto its course and slammed into half a dozen or so, causing them to screech in pain as part of their bodies were caught on fire, forcing nearby changelings to turn into water-type creatures to try and put out the flames. The proto-queen instantly raised a barrier around the trio, just in time to block another firework that was shot by the figure, who simply grabbed another rocket from the clock and began to reload the crossbow.

Another rocket slammed into the shield, which began to crack under the pressure of the firework blast. Ocellus knew she had to act quickly. With Thorax desperately trying to heal his older brother, she knew that she’d have to use her wits and remaining mana storage to fight off the attacker. Knowing that he must have the fireworks in his possession, a brilliant, but also cruel thought passed through her mind. Seeing though the alternative outcome of her comrades being injured, if not killed by a future hail of rockets, Ocellus had no choice but to divert her magic from her shield and form a small beam of energy on her horn.

“I’m sorry.” Ocellus said, giving the attacker a small prayer in case he didn’t make it, before shooting a beam of energy at the cloaked figure, just when he shot another rocket at the trio.

Time slowed to a crawl as the beam sliced through the rocket, causing it to explode mid-course, but it was when the beam continued to travel through the air did the pony realize he was screwed as he had no way of dodging it. Trying to jerk his body to avoid the shot, it was only when he realized the true intention of the attack that his heart was filled with dread as for a full second, he looked in horror as the beam was ready to make contact with the pouch where he stored his ammo.

With a massive ‘KABOOM’, everybody was suddenly thrown off their feet as the ensuing explosion rocked the entire forest, certainly alerting everybody of the battle for hundreds of miles at least. Being relatively nearer to the explosion compared to the rest of the group, Ocellus, Thorax, and Pharynx were thrown high into the air before landing on a soft patch of ground. Coming back to their senses and realizing what had just occurred, the young proto-queen quickly lifted herself, rushing towards the site of the explosion where she could see a large crater had replaced the land where the attacker once was. Said figure laid on the ground, his cloak destroyed and his body a bloodied mess.

Something clicked within the small proto-queen upon seeing the pony, a male blue pegasus, being covered completely by black scorch marks and on death’s door. He had tried to kill them, but realizing that he couldn’t be older than her caused the young proto-queen to go on pure instinct. Collecting as much of her reserve magic as she could, she suddenly pumped all of her power into the young pegasi, wiping him of most of his burn marks and healing much of his wounds. Flesh that had been burnt off were replaced with new ones, bones that were shattered were reconstructed, and organs that had been damaged were repaired. As the last drop of mana left her body and caused her to become exhausted, the young proto queen looked with a sense of pride as she saw the pegasi haven been healed well enough for him to survive. Sure, her abilities were nothing compared to the Queen, who would have healed entire armies, but it appeared good for a proto like her to achieve this level.

“What did you just do.”

Ocellus suddenly spun around and saw Pharynx, who had just been healed, glaring down at her. The rush of emotions suddenly faded away, and suddenly the young proto queen found herself hiding in embarrassment.

“I-I… I just-”

“I know what happened. You just let yourself be diverted because of those pony ideals Thorax says! You’re a disgrace.” The red-maned changeling said, causing Ocellus’s ears to flatten against her head. Thorax though, seeing his brother becoming aggressive towards the proto-queen, tried to step up for her.

“But wait, wasn’t she supposed to capture him alive? Letting him die makes no sense!” Thorax yelled in Ocellus’s defense, trying to act brave, only to cower under his brother’s glare.

“You should shut your mouth because we both know how pony-loving you are Thorax! If I had been in her place, I would’ve let him die! He tried to kill us all, and you think that we should overlook her mistake?! And even if she was supposed to bring him to the Queen, what she should’ve done was to heal him with the most minimal amount necessary and let the majesty decide what to do with him then! But no! You two are both weak! You two are nothing more than a disgra-”

“Calm down Pharynx, and that’s an order.” A booming voice commanded. The entire platoon looked around before immediately bowing down upon noticing the entrance of their ruler, Queen Chrysalis. To say that she was beautiful would be an insult. Her body, like Ocellus, was hourglass-like, however, her curves were much more pronounced, nearly unrealistic, with her tight dark green dress on the brink of ripping apart due to how big her massive chest and heart-shaped rear was. Proportion wise she was perfect, and her dress did little to cover herself, her body narrowly being close to revealing. Ironically, the little covering her clothing accomplished only caused her to become hotter than she already was, a secret that was just close to being revealed but yet always covered up by a small thin layer. The queen wore a black crown, and with her dark cerulean mane draped on her shoulders, she was a goddess.

“WHAT!? But Queen Chrysalis! He should be-”

“That’s a decision I and Ocellus will have to make, not yours Pharynx.” Queen Chrysalis stated, causing Ocellus to blink in confusion, along with everybody else.

“Wait so that whole reward thing was actually true?” Thorax asked in surprise, the reason being was that no changeling other than the Queen could make major decisions. Even Army Group Generals like Pharynx only had a small say. The only exception to that rule was a proto queen marked as the next successor or those worthy to create their own hives.

Turning her gaze at Ocellus, the older changeling queen could see the younger female changeling barely suppressing a squeal as excitement flowed through her veins, and thus she gave her a soft smile.

“Yes. Since Ocellus was able to complete the mission, she’ll not only be able to join the daily love festivities, but also gain the same rank as that of her older proto queens.” Chrysalis stated, before becoming surprised as she felt her waist being tightened. Looking down she saw Ocellus who was letting out tears of joy.

“Thank you thank you thank you, my Queen! I’ll always share my love with you for the rest of my days until my final breath!” The small proto queen stated, her head pressed against the monarch queen’s chest. Of course, Chrysalis noticed the slight change of word from ‘give’ to ‘share’ along with Pharynx, but unlike the army group general who simply growled, Chrysalis simply rolled her eyes before hugging Ocellus back.

“Let’s take our target back to the Hive, shall we? We shall soon celebrate the capture of the last free pony!” The Changeling Queen yelled, causing every single drone to raise their spear and shout in celebration. “Ocellus, please help with carrying the prisoner back to base,” Chrysalis ordered, to which Ocellus saluted.

“Yes, your Majesty!” The promoted proto-queen replied with a joyful tone as she walked towards the downed pegasi. For a split second the same painful feeling coursed through her body as she began to grab the fallen pony and carry her on her shoulders. She was taking away his freedom, taking him to a place where his rank would be similar to that of a slave. For a moment she thought about stopping herself and running away with the pony, but just as quickly as the thought came, it left as she remembered why she did this. He had tried to kill her and her friends, not to mention that the reward far outweighed the punishment she could get if she decided to rebel now. No. The Queen must be served. She was already being given a high rank and a chance to join the love festivities, why throw all of that away? Besides, if she did have ‘compassion’ for the pony, then his best bet would be for her to stay. The other proto-queens with her rank would surely voice their opinions, and many might not be so keen to play nice with him. With her rank though, she could voice her own opinion and try to convince them to go softer on the pegasi.

“It’s just Thorax’s philosophies getting into my head again… I just feel guilty for nearly blowing him up… that’s just all… I have no plans to betray the Queen. Hopefully whatever will happen tomorrow will make me forget this a bit.” Ocellus thought to herself, putting on a smile before continuing to haul the pony away towards the Hive.

As the patrol began to follow the Queen back to their forest, a huge column of changelings began to join them from other sectors. Hushed whispers echoed as the other patrols, unaware of the victory, wondered what was going on as the Queen and Pharynx’s Patrol returned home. Destroying the random timberwolf that got in their way, the entire squadron continued their march until they eventually reached the entrance of the hive.

The large structure was shaped into a sharp crown-like tower, the grey rocks that made the Hive reaching high into the sky. The structure was dotted with various holes that constantly opened and closed, a symbol of a Changeling’s ability to shift into any form. As Ocellus and the rest of the changelings entered the hive, she could see the large dull blue walls and green floor that decorated the structure. Despite the grim look, this place was called home to the millions of changelings that lived here. But they were not the only sole occupants of the structure.

“OH FUCK YES! RAM YOUR BIG HORSE COCK DEEP INTO THIS SLUTTY CHANGELING MILF!”

Upon hearing a loud cry of ecstasy, Chrysalis, Ocellus, Pharynx, and Thorax, along with a few nearby changelings, turned around to see a female changeling leaning over the railings while a young brown stallion plowed deep into the proto-queen, large dark brown balls slapping hard against her heart-shaped ass. With each thrust, the proto-queen’s large curvy tits bounced over the railings, one being groped by the earth pony. The female changeling wore a small black tiara, which showed the rank of princess, bouncing on top of her head as she was rammed by the stallion.

Immediately Thorax and Ocellus began to blush madly along with the other various changelings who were spectating the event, while Pharynx used this as an opportunity to leave without saying a word. Chrysalis in the meantime licked her lips at the sensual presentation the changeling princess was unknowingly giving to them.

“Ugh! I’m getting close!” The young brown colt yelled, gritting his teeth as he grabbed the changeling princess’s large ass firmly with his hands. The changeling’s long tongue simply hung outside of her mouth as she felt an orgasm approaching. Her body suddenly was covered in green flames as she transformed into a creamy earth pony with light brown hair and light blue eyes. Her cutie mark was a pink heart and a milk bottle, which jiggled as she continued to get rammed by the young colt.

“Yes! Smash mommy’s buttons! Fill your mom up with your fertile cum Button!” The mare yelled, her voice changed to fit the illusion she had set up. Turned on by this sudden change of events, the young colt’s amber eyes shrunk before he grabbed her even harder, large ‘Schlaps!’ echoing around the area as the young stallion’s thrusts became faster and stronger, until he began to reach a climax.

“I’m cumming!” The stallion suddenly hilted deep into the disguised changeling princess, his large testicles slamming against her heart-shaped rear for a final time. He began to pump his cum deep inside of her, his balls twitching as turrets of cum splattered her insides. The princess’s eyes simply rolled back as she felt her stomach beginning to bloat, the sensation overloading her to the point where her disguise disappeared, reverting her into her original form. The two love partners suddenly collapsed onto the floor, panting as the final spurs of spunk entered inside the mare. Slowly the changeling princess lifted herself from the colt’s cock, revealing him to be incredibly hung as his cock twitched proudly in the air. Their juices covered both the young stallion’s cock as well as dripping from the changeling’s hot wet love tunnel. The changeling princess simply giggled at the semi-dazed stallion.

“Heh. That was fun. Ready for another round?” The changeling princess asked. Before she could get a response though, she suddenly spun around as she heard Chrysalis stifle a laugh of her own. The two suddenly panicked before bowing down at the Queen.

“Q-Queen C-Chrysalis! A thousand pleas for forgiveness! W-We didn’t know you were coming so quickly!” The young changeling princess pleaded, which only caused the Changeling Monarch to let out a light laugh.

“Oh, that’s not necessary. Your performance with the stallion breeder was a lovely presentation for your Queen, Princess Sclerite.” Chrysalis stated with a smile. The young changeling princess simply smiled and gave a laugh of her own.

“Well, when you left me and my breeder decided to continue the love festivities for you, if that was ok with you. Don’t worry, I stored a ton of love for you.” Sclerite replied, extending her body before transforming a large amount of love through a pink wave at Chrysalis, who happily accepted it.

“Thank you, my little princess, however even if for whatever reason I was angry with you, something amazing had occurred that would’ve otherwise wiped it clean,” Chrysalis stated with a smile, causing Sclerite to tilt her head in confusion. Upon seeing Ocellus and the creature she was carrying on her back, her eyes widened before she let out a joyful squeal.

“Oh, my wings Ocellus! You did it!” Princess Sclerite said excitedly before hugging the young proto-queen, not caring that she was covered in spunk and was rubbing it onto Ocellus’s clothes. The smaller changeling simply blushed as she noticed this fact, but she decided to ignore it in the meantime.

“Yeah! I did it! I’m super excited to finally join you girls in those orgies!” Ocellus exclaimed. Princess Sclerite simply smiled, before examining the unconscious blue pegasi on Ocellus’s back. The princess soon turned to face Chrysalis.

“Say, Queen Chrysalis? What’s going to happen with that colt upon the start of the celebration that will be hosted?” Sclerite asked while motioning the brown stallion behind her to leave. Chrysalis simply closed her eyes.

“Well, that is uncertain, though if things were to go as I plan, the colt will be given an option of either living a life as a breeder or ordering his execution. We have no use of a noncompliant breeder, and I’m very aware of how fanatical some ponies are ever since the Thunder Storm Incident, so that’s what will happen.” Chrysalis said. A cold chill swept towards everybody when they heard Chrysalis mention the event.

Every changeling remembered the time when they captured a small platoon a year after the fall of Canterlot. Initially, they seemed more than eager to surrender and become breeders. However, all of this was just a ploy, because without warning, these ponies, who were actually the strongest, aggressive, and fanatical wing of the Equestrian military, enacted a rebellion, and nearly overthrew the changelings from within. They were so dangerous that even other ponies hesitated to aid these revolutionaries.

There was even a rumor that had Chrysalis not invaded Canterlot, these fanatical soldiers would’ve done a coup to remilitarize Equestria and enact a first strike against her. Though she would’ve infiltrated the capital anyways, upon hearing this, every changeling became terrified at the thought of not only fighting but being invaded by a much stronger and fanatical Equestria. The infiltration was done in the first place because there were doubts they would be able to defeat the Equestrian military in a full-scale war, which was why the knockout blow was done in the capital.

By the end of a grueling four-day battle, all members of the revolutionaries were either killed or captured, including their leader, Thunder Storm, hence the name of the incident. The name alone was familiar to many, a commanding officer who along with a bunch of adventurous guards participated in the many wars where Chrysalis was attempting to unify the changeling hives back many years ago. It thus became a surprise to them when that same stallion nearly ended up crushing them from the inside and nearly replicated the same masterpiece that Chrysalis had done in Canterlot. Unfortunately for him, the plot failed and he ended up suffering a terrible demise, but not before Chrysalis broke him to the point where he begged for death.

The lesson that was taken there was that they had to be ready for any surprises, as even when they thought they were safe, something like what Thunder Storm did could repeat itself. Luckily no other rebellions other than small misconducts ever occurred, most likely because the event had even scared ponies who had accommodated to their new life and were unwilling to follow Thunder Storm’s footprints. The rebellion had injured Chrysalis and resulted in the wounding of dozens of proto-queens, thousands of changelings, and the death of a proto-queen and hundreds of drones. To say that the event was terrifying would be an understatement.

And thus the rule of giving a newly captured pony a choice to either become a breeder or willingly end their own life was given. Chrysalis had realized that the revolution was caused by the most extreme ponies and wouldn’t be conducted again, but she did know that there still existed many who lived their life based on honor. Thus by giving them that choice, any potential fanatic would kill themselves based on their code of honor, and not become a loose cannon in the future. A sad ending, but preferable to a repeat of what had happened.

Ocellus simply looked behind at the blue pegasi she was carrying, and suddenly she was filled with dread.

“No… It can’t be that he’s a fanatic right? No… it’s true… he did try to kill us all, and fought bitterly for so long, even when he became the last free pony…” Ocellus thought to herself, realizing that if presented with the two options he’ll most likely choose to kill himself. Again, the unexplainable feeling to protect him swept through her body, and she simply glanced at Thorax, silently cursing him for constantly sharing his ideas with her. “I might appreciate you as a fellow changeling Thorax, but your ideals are giving me a headache… but I have can’t shake the thought that I need to prevent him from doing that. He’s just so young! He’s practically my age for crying out loud!... Maybe if I have the chance, I should nudge him into the other direction then.” Ocellus thought to herself, before having an idea.

“Queen Chrysalis? May I ask you something?” Ocellus asked, staring at the monarch who nodded, allowing her to speak. “Given that every stallion who gets captured gets prepared and examined to increase the chance of them becoming a breeder, could I be the changeling to service him for a bit?” The young proto-queen asked. Chrysalis immediately beamed at the young female changeling.

“My, you’re already growing in maturity young Ocellus. Yes, you may, but if he does end up becoming a breeder, I must be the first to get his load. You can prime him sexually, but you can’t ride him. Only after that will I decide if I'll let you keep him forever, keep him for myself, or share him with you, since you helped in his capture, but in any scenario, you’ll be able to ride him at least once.” The Changeling Queen replied, which prompted Ocellus to bow down to her.

“Thank you Queen Chrysalis. I shall prepare for his awakening and prepare for the festivities.” Ocellus said as Princess Sclerite smiled and walked over to her.

“Can I help you prepare the young stallion by guiding you through the steps, Ocellus?” The princess offered to which Ocellus enthusiastically nodded.

“Sure! I’ll need as much help as I can get! I accept your deal!” Ocellus said as she, Sclerite, and a few changeling guards began to leave.

“Take care!” Thorax yelled after her, waving his hand as he said goodbye. The young proto queen gave the general’s brother a soft smile.

“You too Thorax. But now I have something to complete.” Ocellus said, turning away as she and Sclerite left, their hips swaying as they left the area.