A Change In View

by Shadic Midnight Blitzer

Rating: mature
Tags: Violence, Pharynx, Thorax, Death, Anthro, My Little Pony: Friendship is Magic, Alternate Universe, Sad, Romance, Original Character, Porn, Ocellus, Sex, Queen Chrysalis, Profanity, Non-consensual
Length: 15760

It's Been 5 Years Since The Canterlot Invasion, And 3 Since The End Of Major Resistance. Midnight Blitzer, Age 18, Has Lived A Life Of Solitude. But What Happens When He's Finally Captured And Sent To Sleep With The Queen of All Changelings?

Ever since Queen Chrysalis and her Changeling Army struck Canterlot and took over Equestria, various creatures continued the fight in an endless resistance. However, upon the fall of Zecora's Camp, one by one the number of remaining survivors dwindled.

Raised by both a fanatical changeling-weary father and guided by Captain Shining Armor, a young pegasi by the name of Midnight Blitzer had continued on the fight, even when it became apparent that resistance was futile and that he was the last one standing. Having been instilled to hate the Changelings with a fierce passion, the youngling had determined that he would continue fighting, even if it meant doing so till his final breath.

But alas, being the young but unskilled fighter he was, it wouldn't take long until he was captured. However, instead of receiving the execution he so feared for much of his life, the Queen of all Changelings decided to give him an offer:

Either he willingly chooses to get executed
or
He tests what life as a Changeling Breeder can be

Will Midnight end up choosing the first option after deciding that the second is too low for him to do, or will he find a reason to stay around with the Changelings through a certain proto-queen?

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Published 2021-04-14 12:30:00 UTC
Last updated 2021-05-19 02:05:36 UTC

Chapter 1

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.

Chapter 2

“Thank you for helping me Sclerite learn all of these things.”

“It’s been a pleasure helping you grow Ocellus. Oh! I think he’s starting to awake! Remember what I told you, dear.”

Darkness clouded my vision as I began to regain consciousness. Immediately I tried opening my eyes, but they remained shut as if my body was too weak and tired to move. The feeling of numbness and emptiness coursed through my veins, and I felt alone.

I tried moving my arms and legs, but to my surprise, I felt as if they were being bound to a surface by a sticky substance. My breath started to become heavy. Panic began to fill my mind as I tried to remember, but somehow I couldn’t! What happened when I was unconscious!? What happened before that?

I suddenly gasped for air as water was suddenly doused upon me, freeing me from whatever was holding me and allowing me to see and move. Looking around me, my eyes widened as I noticed a familiar green gel-like substance. I tentatively turned my gaze around and to my horror, I saw a pair of changelings looking back at me.

“T-This can’t be real…” I muttered out loud in fear, my body tensing up as I stared directly at one of them. Suddenly she began to walk towards me, causing me to back away as I began to find a way to escape. Hope dawned upon me as I saw a hallway a few feet away. I soon formulated a plan. It might not be the best plan, but it was worth a shot.

“Get away from me!” I yelled, dropping onto the floor before picking up a rock and firing it at the changeling. I didn’t care if it hit or not, all I cared about was escaping. If I can get a good distance between us, I might be able to evade them long enough for me to leave this forsaken place.

Just before I was able to leave the room, the hallway suddenly disappeared, replaced with a hard wall which I smashed into. Groaning in pain, but still determined to leave, I tripped myself towards the next nearest exit, only to growl as it closed. It was then during my desperation when I looked up and saw a hole in the ceiling, allowing me to see a gray sky above.

I tried extending my wings, but just as I began to flap them, I suddenly felt my weight shifting and I came crashing down onto the ground, letting out a yelp of pain. What happened to my wings!? Did those monsters do something to them!?

Out of the corner of my eye, I spotted the two changelings walking towards me again. Fear crawled under my skin, and in a last-ditch effort, I grabbed all the stones and pebbles around me and began to shoot them at the pair. Unfortunately, all I did was waste time as the older one simply raised a shield to block my projectiles. With nothing else to throw at them, the smaller one began to walk towards me, causing me to tremble.

“Please. Get away from me.” I ordered, backing against a wall as the changeling continued heading towards me. A sudden memory of pain flashed through my mind as she lit up her horn. The rockets, the changeling patrol, her. I became paralyzed. She was going to kill me! She was going to kill me! They probably were waiting to host a festival where they would publicly execute me but were given the order to finish me off if I ended up waking before time. And now she was walking to me to finish the job. Desperation filled my mind, the will to survive only filling me with terror to the brim.

“Please! Don’t hurt me!” I yelled, curling up and closing my eyes as I prepared for the worst. Suddenly I felt myself getting yanked by a magical aura, and my heart froze when I felt a strong concentration of magic on my wings. No. Killing me now wouldn’t be enough for them. They were going to subdue me by ripping my wings off!

I tried to scream, but anxiety clamped both my mouth and eyes shut. M-Maybe if I tried to ignore the inevitable pain, it will end up hurting much less. Y-Yeah… maybe I won’t feel the excruciating experience of feeling all of my tendons and bones getting ripped from my back!

To my surprise, the event never came to pass. Instead, I felt something sticky being pulled out from my wings, and as I turned to check what it is, I realized it was the same substance that had tied me in the first place!

“Oh. That’s why I couldn’t fly. But… Why remove them? Wouldn’t it be easier to have them tie my wings so that I can’t fly out of here?” I thought to myself in confusion. Even so, I shifted away, extending my wings but feeling them too weak to use. I couldn’t trust them, no matter what they did.

Before I could go through another thought, I suddenly yelped as I felt the small changeling hug me, feeling something soft pressing against my chest. A hand rested on my head as she began to stroke it, ruffling my mane while letting out soft tranquilizing coos from her mouth. All of this surprised me and caused me to wonder where this was all heading towards.

“There there. You’re not in danger. Everything will be alright.” The changeling said, using her soft voice to lower my anxiety, when a sudden thought passed through my head again, immediately raising my defenses.

“No. This has got to be a trap. If execution isn’t what they plan, then they must be trying to lower my guard so that I can be an easier slave to subjugate! I won’t let her control me!” I thought to myself again. Unfortunately for me, no matter how much I tried to resist, my body slowly began to become tired, not enough for me to become sleepy, but enough for them to beat me up like a pulp if they so desired. Even so, I tried staying alert. Changelings are changelings. They are not to be trusted. At least that was what my dad said before… before that day.

My train of thoughts was interrupted when I once again felt something soft and heavy brushing against my chest. Looking down, my face suddenly flushed as I noticed her large mounds pressing against me. I tried to squirm my way out, but it only resulted in her hugging me tighter, her body pressing firmly against mine. I stared at her, confused by this whole ordeal.

“What are you planning to do? T-This must be some elaborate scheme to conquer me or something… Or is this something genuine? Like Celestia would I know!” I thought internally, trying my best not to blush. Thankfully though, the changeling finished the hug, allowing me to stand more comfortably, though now the feeling of her on my chest was ingrained into my mind.

“Hi! My name is Ocellus! What’s your name?” The self-named changeling asked, which caused me to become rather confused, which I soon voiced.

“Aren’t you supposed to be calling me by a designated code like 011 or something like that?” I asked jokingly, but with a hint of seriousness. If my assumption that I was going to become a slave was true, then slaves don’t have an identity right? Again, I was surprised when Ocellus began to giggle a bit, which annoyed me a bit.

“No silly! I just want to know who you are! Alright?” The changeling said, stretching her body, and without an ounce of doubt, certainly trying to allure me with her body, as her chest and hips swayed in front of me. Was it intentional? Not necessarily, but I still found it distracting.

I rolled my eyes. Something was up, but perhaps playing along and trying to gain her favor might be my best shot at surviving this place.

“My name is Midnight Blitzer. Who’s your friend over there?” I asked curiously to the other changeling, who had a small black tiara on her head. It wasn’t the crown that I remember Chrysalis wearing, so it couldn’t be here, but she wasn’t a regular changeling either.

“Oh, that’s Princess Sclerite, she took care of me while I was a youngling.” Ocellus replied, looking at the older changeling with a smile, who returned the expression.

“I did. Now, I must head out to deliver the Queen the message while you get busy with him.” Sclerite stated, causing me to become confused, but also worried as I looked back at Ocellus.

“W-What did she mean by ‘busy’?” I asked hesitantly, worried at what the small changeling could do to me. The thought of the rockets exploding near my waist still sent shivers down my spine. Once again Ocellus giggled, but unlike last time, I was perturbed by it. She seemed to be excited by something, the way she hopped from time to time and shifted her legs showed that. Of course, that meant that whenever she did move, her large chest would sway from side to side, which I still found annoying.

“Why don’t you sit down on that table for me Midnight? We need to check on some things on you before we’re able to present you to the Queen.” The female changeling said, adding a subtle sway of her hips at the end. I knew it was a trap, there was no other explanation as to why she’s acting so ‘kind’ to me, but at the same time, curiosity was scratching at my head.

“Welp, as they always say, curiosity kills the cat, and unfortunately for me, I’m going to be that cat.” I mentally muttered before nodding at Ocellus. Hopefully by ‘checking on things’ she didn’t mean that she was going to open my chest and rip out my heart. Gruesome I know, but the last few times I checked, changelings weren’t the nice type of creatures to be with. But with the female drone acting contrary to what I expected, I guess there’s nothing else I could do but trust in her right?

Trusting in a changeling huh? Well, that’s something you never hear!

Looking away from her for a moment, I looked through the hallways, which constantly opened and closed, and noticed a female changeling walking with a grey pegasus with a black mane. The two appeared to be having a nice conversation based on their expressions and giggles. Suddenly, the female changeling began to push the grey pony against the wall, but to my surprise, he only smiled as the two began to lean towards each other. Before I could see what happened next, the entrance was closed, blocking my vision and leaving me confused.

“Why was he smiling? Shouldn’t he be afraid after being pushed by her? Is there something that I’m not aware of? Or am I just not connecting the dots?” I thought to myself, hearing some shuffling nearby. I turned around, only to become shocked as I saw Ocellus completely naked, her dress having been dropped onto the floor along with her bra and panties, letting her show off her large perky tits and dripping love entrance.

“Let’s begin shall we?” The female changeling said, giving me a mischievous look as she walked towards me, swaying her nice round ass behind her. My mind suddenly shut down at the sight of her beauty. Something deep inside me starting to become triggered by her as I began to sense an erotic smell coming from her as she began to drip onto the floor. For a moment I became distracted as I lost control of my body. However, when I realized what was going to happen, I immediately shook my senses back into their place, backing away from the lustful changeling, only to fall backward onto the table and land with an ‘oomph!’ As I reoriented myself, my mind only went on a frenzy as she stood right above me, her boobs swaying above my face. No matter how lustful she was, all I could feel was unexplainable fear.

“Wait! What are you doing!?” I yelled, feeling scared and intimidated. The changeling however smiled as she began to pinch her nipples, letting milk drip from them and onto my chest. My face flushed, but still, I remained scared of her.

“I said I wanted to check some stuff with you, did I? Plus, I imagine that you must be very stressed after being out there all alone. Why don’t we have some fun shall we?” Ocellus said sensually, hearts in her eyes, before suddenly forcing me into a kiss and breaking the little trust I had in her. Even though she appeared kind, deep inside she was just like the rest. Forceful, not caring about their victim’s opinions and only about themselves. The young female changeling continued to pin me down, not allowing me to move. Resisting as hard as I could, I suddenly was able to push her away from me, and all I could see within her eyes was pure lust.

“B-But I don’t want to!” I yelled as squirmed as hard as I could. She could’ve simply ignored me, kissed me again, and done whatever she wanted to do with me, but to my surprise, she suddenly stopped and looked at me with a worried expression.

“Y-You don’t want to?” Ocellus asked before realization hit her face as she looked at me in the eyes. She covered her mouth and began to look at herself with a shocked expression. “My… Oh, dear! I-I-I I’m so sorry! I-I don’t know what came over me! I just wanted to be near you so that… and so… but then I got too excited over being able to service you and begin a sort of ‘foreplay’ to what’s to come in the orgies that I-I… I’m so sorry! I should’ve asked you if you wanted to do this! Not that it would matter because Chrysalis would still make you fuck her, but still! I’m so sorry!” Ocellus yelled before she began to cry.

As I looked at her teary face, I could tell that she meant it. This wasn’t just an elaborate scheme, at least on the smaller scale of things. Perhaps she still had a plan, but just one look at her told me that she genuinely cared for me or at least tried to, and upon realizing what she was going to do to me, she became regretful.

I suddenly began to feel guilty as she continued to tear up. I had tried to kill her and those that accompanied her simply because they were changelings. And yet, even though changelings naturally hurt ponies and she had a good reason to hurt me after nearly getting killed by me, she’s trying to show me compassion. If revenge was her plan, it would’ve been easy for her, from firing at me to ripping my wings, ignoring my pleas, and continuing what she planned. And yet, here she was, crying next to me while I simply looked at her and did nothing.

I tried lifting a hand to comfort her, but yet, I couldn’t. Her kind had hurt me by taking away everything from me. My nation, my parents, my freedom. Everything. She nearly hurt me. The first time I could pass as self-defense, but for what she just did...

…

I looked away for a bit, trying to think about what I should do. It wasn’t like I wasn’t interested in what she planned to do, rather it appeared so sudden and forceful. Perhaps…?

Ocellus’s tears began to slow down as I grabbed her by the hand as I decided on something. Perhaps I can’t trust in the changelings, heck I still don’t trust her completely yet. But if what she said was true, then what’s the problem of trying it out with her, some changeling I might end up trusting in the end, if I’ll end up doing the same thing with Chrysalis? Somebody like Queen Chrysalis I definitely wouldn’t trust, not in a thousand lifetimes. But Ocellus? Maybe.

“I-It’s ok Ocellus… “ I started to say, trying to sound genuine as possible and not solely because of her crying. “I-I… I would be lying if I said that I wasn’t interested in trying it out… just don’t pull a fast one on me like you just did, ok?” I said as I began to wipe out her tears. Ocellus looked at me with stunned eyes, as if she couldn’t believe that I, the pony she just hurt, was going to give her the chance.

“R-Really? A-Are you s-sure you want to do this?” Ocellus asked with concern. My heart shrunk. No. Truth be told, I didn’t want to do this. Due to what just happened, it just felt… forced. But at the same time, I wanted to do it. I was interested in how it would feel, and if it made her happy, then I guess that’s a good thing.

“Yes. I do.” I said, giving her a soft smile. Ocellus finally stopped crying and looked at me with a smile of her own, realizing that I meant what I said. She suddenly hugged me, her large mounds pressing against my chest, but unlike the last few times, I decided to accept it, appreciating the warmth being formed.

“Thank you. I’m sorry that I made you uncomfortable, but I’ll make it up soon. I promise you’ll be satisfied by the end of this.” Ocellus said, before leaning over and planting her lips onto my own. My body froze as she began to kiss me. To tell the truth, I was still afraid, but as time passed on and our tongues began to dance around each other, fear was soon replaced by something else, something I couldn’t accurately tell. It felt as though a flame began to ignite inside of me. Was it carnal lust, or something else?

“Probably carnal lust.” I thought to myself as I felt Ocellus slowly beginning to grind herself on top of me, moaning into my mouth as she began to drip. Our tongues tied together as we made out, eventually parting from each other, our mouths connected by strands of saliva. All I saw within her eyes was lust as she caved to her sexual demands, yet I somehow felt happy about it. Soon I felt something between my legs growing, which she noticed as she only increased her fervor, the brown pelt that covered my nethers becoming wet as she continued to grind against it.

Ocellus then lifted herself, giggling as she turned herself around, presenting her soaking pussy in front of my face. My face heated again as she began to sway in front of me, her heart-shaped ass mesmerizing me. I hesitantly grabbed it with my two hands, causing her to shiver and release a light moan. Slowly she traced her hands down my body until she eventually reached my pelt, which was now completely wet. She giggled as she saw something bob underneath it.

“Let’s see how big you are Midnight.” Ocellus exclaimed greedily, pulling down my pelt, before suddenly getting smacked in the face by a large thick blue shaft. I winced as I felt the soft blow, and was about to ask if she was alright when she grabbed it with her hands, causing me to release a moan as she gently traced her fingers around it.

“Wow… your cock is very big!” The female changeling said excitedly. I groaned as a hand traveled down the large mast and groped my balls, the young changeling feeling up their size and weight. “I might be new to this, but if I were to guess, you feel very pent up and full of cum! When was the last time you relieved yourself?” Ocellus asked, causing me to become embarrassed.

“To be honest, I never got the chance to relieve myself for… obvious reasons.” I replied with a nervous laugh, not wanting to directly mention that the changelings removed any time for me to ‘have some fun’. Didn’t want this moment to lose more luster than it already lost due to my outburst. When it all comes down to survival and running away, you don’t have time to do such things.

“Oh. Well... you’re in luck because you have me!” The female drone said excitedly, shaking her ass in front of me. “Let’s start with something simple. I’ll suck you off while you lick me right there! Ready?” Ocellus asked, bowing down and spreading her pussy with two fingers, her hand becoming wet. I nodded.

“Alright,” I said with confidence, looking at her winking pussy. Taking her hand off, I slowly leaned up, bringing my mouth close to her soaking tunnel. I took a deep breath, feeling a perfume-like scent coming from her. Not wanting to make her wait, I tightened my grip on her cheeks before sticking out my tongue and lapping up the surface of her entrance. The effects were immediate, as she let out a loud moan, spreading herself and letting me cover as much of her as I could. My mind went wild as I tasted her love juices, prompting me to start lapping her insides as much as I could.

“H-Hey! N-Now it’s my turn to show you what I can do!” Ocellus yelled, moaning loudly before firmly grabbing my cock. I moaned as she began to stroke it with one of her hands, feeling each thick vein being studied by her fingers. A clear fluid began to stream from the tip, coating her hand and the rest of my member as she stroked up and down. Using her other hand, she placed it around my balls before giving it a soft squeeze, causing me to groan into her pussy and in turn, make her give the same response.

“Do you like how I’m doing? Cause things will just get better!” Ocellus exclaimed, giving my cock a tight squeeze, grinning as a small shot of pre-cum splattered onto her face. She licked it off with her tongue, before surprising me as she opened her mouth and inserted my dick inside. I moaned as I felt the wet insides of her mouth coating my member with saliva as she began to bob up and down. Every time she moaned, a vibration was sent down to my mast, causing me to squirm and release more pre. Now with two hands, she squeezed my balls, massaging them and causing me to instinctively jerk upwards, pushing more of my cock inside of her mouth.

Not wanting to be outdone by her, I pulled my face back from her sweet pussy before placing a hand and pushing and finger inside, rubbing the inner walls. She moaned, releasing another vibration of pleasure, as she clamped down on my finger, which started to become moist with her juices. Slowly I began to push it in and out, feeling her ridged and causing her to moan even harder. Spreading her soaking tunnel, I inserted another finger, causing her body to tremble.

A pressure began to build up at the tip of my cock as she only began to blow me harder. My member began to twitch as my balls began to stiffen. More and more pre began to leak from the head. My body began to sweat as my breath became raspy. And as my legs started shaking and my cock started throbbing, I realized that I was about to burst soon.

“I-I’m cumming!” Ocellus suddenly yelled as she clammed hard on my hand. Fluids squirted out from her tunnel, splatting over my face and covering my hand with her juices. I grunted, feeling my climax just coming too when suddenly it began to subside. Wondering why my orgasm was being stalled, I looked and realized that she had stopped stroking me as she recovered from her climax. By the time she recovered, my cock was still hard, but no longer near climax. I frowned.

“Welp. So much for trying to cum.” I said out loud jokingly. Ocellus’s ears flattened a bit as she stood up.

“Oh! Sorry! Guess I was too preoccupied with my orgasm that I wasn’t able to bring you to yours.” The female changeling said. I simply let out a light-hearted laugh.

“It’s fine. I’ve been blue balled for so long, so it wouldn’t hurt for one more day… unless… you want to go onto ‘the next phase’?” I offered, grinning as I saw Ocellus blush, her eyes darting around.

“B-But… But Chrysalis! She’s supposed to receive your first load! I’m just a proto-queen! And I promised her!” The changeling stated in panic, however, her body continued to betray her as she began to leak more juices. I got up, smiling while being intoxicated by all the euphoria entering my body. Now making it my turn to tease her, I swayed my large cock in front of her, making sure she got a good look at it.

“Oh come on. You’re the one who wanted to start this whole ordeal with me, so why not finish it with a bang? You must be interested in knowing how it must feel to get fucked, and I’m curious as well with my things, so why not find out together?” I asked, smiling as I saw her fidget and looking around.

“Uh… Fine! But if we’re found out and you get in trouble, well there’s not much I could do to help you there.” Ocellus said as she walked over to a nearby wall before leaning over and spreading her ass. “Now pound me as hard as you can if you’re truly ready to have some fun!” The female changeling said, her attitude having shifted. She shook her large heart-shaped ass in front of me, causing me to lick my lips in anticipation. My whole demeanor had changed by then, and no longer I was scared about what was going to happen. I was excited, I was emboldened, and I was ready to fuck her no matter the consequences.

“Oh, I’m ready!” I yelled enthusiastically as I walked over to her and grabbed her large boobs, squeezing them and feeling the milk leaking out of her nipples, causing her to let out a quiet moan. My cock bobbed in anticipation, pre-cum lubing the surface of my excited member as I began to line it up against her welcoming pussy. Slowly I began to prob at it, the folds of her tunnel parting themselves only for me to stop myself from fully penetrating her. I grinned as she continued to groan as I let pussy lips suck the tip of my large cock.

“S-Stop t-teasing me! Just fuck me already!” Ocellus cried out, getting overly excited by my probing. I simply laughed as I gave her a devilish look.

“Then beg for it,” I said, feeling empowered by her desperation for me to just do the deed right then and there.

“P-Please! Fuck my pussy! Make me your horny changeling slut and fill my womb with your hot seed!” The proto queen cried out, her body shaking in anticipation. I smiled as I grabbed her by the waist, letting her pussy begin to pull in my cock. I moaned as I started penetrating her, feeling her hot moisty innards as it squeezed the tip of my cock. The young curvy changeling groaned along with me, our sounds mixing as she began to squeeze the tip, feeling up its girth and preparing to take it all.

Without any warning, I suddenly pushed my cock as hard as I could, letting it slip deep into her love tunnel and filling her up with as much of my member as possible. Her eyes suddenly widened as she felt me penetrate her, and she soon began to let out a loud moan as she leaned back, sliding the rest of my cock and placing my balls deep inside of her. I groaned at her response as I felt her folds clamping and squeezing down on my cock like a cobra, each inch being massaged by her juicy walls. Slowly I began to pull out, savoring both the feeling and sound of my cock exiting her pussy, before slamming back in, letting my balls hit against her soft large ass.

“Fuck! I think I can feel your cock penetrating my womb! You’re so huge Midnight!” Ocellus moaned out loud as I felt what felt like a ring below the head of my cock, as if I had entered into an even deeper part of her body. She began to gyrate her hips, riding on my large cock slowly at first, before picking up speed. I moaned as pre-cum began to leak from my tip, coating her insides and making it easier for her to pick up the pace. Not wanting to be outdone, I began to pull my cock in and out of her pussy in a slow rhythm, savoring each time her inner walls squeezed at it. Soon we had sped up the pace, moaning together in harmony as we leaned our heads towards each other and connected our lips.

As we began to play around with our tongues, the room was filled with ‘schlaps’ as my heavy balls slapped against her ass, giving me a small dose of pain mixed with a large bowl of pleasure. I returned to grabbing her tits, squeezing milk out of them, and causing her to moan into my mouth. Lust took over all of my actions as I continued to thrust deep into her womb. I let out a muffled growl as my cock throbbed, shooting out a rope of pre-cum and causing my member to become more sensitive by the minute. Soon the pace we were at wasn’t enough, which made Ocellus permit me to grab her hands by her back and allowed me to use as much speed and strength as I could. She soon began to scream in pleasure as I ram as hard and fast as I can, each thrust lasting no more than a second before another one came.

I moaned as I felt my cock beginning to expand, filling her pussy even more and causing me to hit the back of her womb, causing her body to shake as her mind went into a frenzy. My balls began to tighten as I began to hear the sound of cum sloshing inside of them. My thrusts began to become faster, stronger, more chaotic as I gritted my teeth. Everything that I felt, my fears, my goals, everything was replaced by one thing.

To breed.

“FILL ME MIDNIGHT! CUM INSIDE OF ME AND CLAIM ME AS YOURS!” Ocellus cried out, her mind succumbing to pleasure as she nearly collapsed onto the ground. Not wanting to let this get in the way, I quickly grabbed her and thrust the last few thrusts I could before pushing as deep as I could, my balls quivering as they touched her entrance, and with a final thrust, they suddenly knotted inside of her and began to pulsate.

The two of us screamed as she began to orgasm, clamping as hard as she could onto my cock and allowing me to finally release my first massive orgasm. I yelled as I felt a torrent of cum suddenly erupted from my tip, feeling the cum painting her insides white and filling up her womb in the first very rope. I let a hand down to her stomach, feeling it beginning to inflate as I began to pump more and more cum, my balls preventing any from escaping. Each time I throbbed meant another rope of cum splattered inside of her. One load, two loads, three loads, the number of times I shot inside of her only increased each minute.

Finally, the pent-up amount of cum forming inside of her stomach couldn’t be held back anymore as I suddenly unknotted from her, cum exploding from her pussy and splattering onto the floor. Yet more and more came as I continued to cum inside of her, sharing yet another kiss as we rode out the tsunami of sperm. Slowly but surely the torrent began to slow down, my balls had stopped twitching, and my cock had finished its throbbing. With no more energy left, the two of us collapsed onto the ground, our bodies shaking and covered in sweat and juices.

“I-I… I love you Midnight…” Ocellus said softly into my ear as she began to lightly doze, still aware of her surroundings but with her eyes closed. My mind shut down as I heard her say this. What should I say? Say ‘I love you too’? Say nothing. It just felt so natural to say ‘love’ after making it, but at the same time, I was a bit nervous. Would she take my response as a friendly or one-time sentence, or would she think as if I was proposing to her?

“I… uhm... “

“My my! Now that was a lovely presentation!”

Ocellus’s eyes suddenly widened as we both turned around and saw none other than Princess Sclerite and Queen Chrysalis standing in an open hallway. We both gulped as they continued watching us, fluids dripping onto the ground below them. After recovering from the shock, I simply uttered one word.

“Fuck.”

Chapter 3

Chapter 3:

“Fuck this is just so embarrassing!”

As we walked through the long and shifting corridors, I couldn’t help but glance once in a while at Chrysalis who gave me a grin every time she noticed me staring at her. Next to me was Midnight, who had an embarrassed expression on his face. Juices leaked from our nethers, making a wet trail behind us as we traveled through the hallways. All in all, if it weren’t for the sex being so worth it, I would’ve wished I had died right then and there.

Right now though, I still wished that I was invisible.

I felt Sclerite’s hand pass over my stomach, causing me to shiver. Even though I was able to release most of Midnight’s spunk by pressing down on it, I could still feel a good load sloshing inside my womb, refusing to leak out. Thankfully I wasn’t in heat, but the weight annoyed me a little as I stumbled about.

I glanced at Midnight, who stared at Chrysalis with a neutral gaze. Even though the only thing that ‘covered’ her body were the green hearts on her nipples and nether region, so far the blue pegasi seemed unfazed by her looks. Perhaps his attention was solely towards me now that we had sex? Probably not. Most likely he still had that hidden hatred towards Chrysalis. It was a first for me to see a recently captured pony and notice how they reacted. All of the ponies who lived in the Hive had accepted and even enjoyed the new life they now live. Like Sclerite’s breeder… Button Mash, I think. I hadn’t gotten the chance to talk to him, because the times I did find him, he and Sclerite would be ‘going at it’ in public. And it wasn’t like I could join them, since I didn’t have the rank to do so.

But now? Now I can join what I always dreamed of joining. Granted, I already had sex with Midnight, but orgies were different from what I heard. Something about the smell I think, and it driving everyone wild and allowing them to fuck all night long. I wouldn’t have to go by what the older females had to say anymore. I could finally get to experience it myself.

“So Queen Chrysalis… Uhm… you’re not mad that I fucked Midnight first right?” I asked hesitantly as I turned my gaze towards the beautiful monarch. She simply smiled and let out a soft laugh.

“Oh Ocellus, why would I be mad at you? If I had been in your place and seen how big the colt was, I would’ve already been in our second round by the time you stopped.” Chrysalis said, which caused me to open my eyes a bit.

“Wait. Stallions can cum multiple times?” I asked, before frowning at myself. Well duh. They could, but the way she made it sound like Midnight wouldn’t have a refractory period unlike other stallions, who would need a couple of minutes or use a potion before having another go. Midnight, hearing our conversation, suddenly became a bit interested as his neutral expression turned into a surprised look. I heard Sclerite giggle next to me.

“Of course Ocellus! Usually, the average stallion needs to recharge before they can go again. My breeder though is a very special colt. He’s a Hyper Stallion, and those guys are huge compared to the normal ones. We always use them in our orgies, not only for their size but because they can last for hours straight and release various orgasms if trained properly. If you end up choosing Midnight as your breeder Ocellus, based on what I could see, expect at least six orgasms coming from that bad boy, if not more.” The changeling princess replied with a smile. I simply blinked at her. At least six?! And I already felt full from just one! I glanced at Midnight, who shuffled a bit.

“Well uhm… that’s interesting to hear.” Midnight said after looking at my caretaker with a stunned expression. Chrysalis simply giggled in the background as she looked down at Midnight’s crotch with excitement.

“You know, you can simply ask your new Queen to help you train your abilities. I would be happy to give you daily sessions every time we have an orgy.” Chrysalis offered, leaning on Midnight and pressing her large breasts on his chest. The young blue pegasi simply pushed her away softly.

“Uhm… no thanks… I think… I think I would rather fuck Ocellus in that case. Now, I wouldn’t mind fucking you if you ordered me, but well… ya know… I wouldn’t have much of a say in that aspect anyways.” Midnight replied with a nervous laugh. The monarch frowned for a moment before nodding.

“Of course. It’s a pity you wouldn’t want to spend with the beautiful queen that I am, but I completely understand why. Ocellus is such a sexy little proto queen for her age, and I’m sure she’ll grow to be as beautiful as I am. But please, don’t think that everything is forced around here. You’re not a slave. You’ll be a breeder, and that has its many perks. Trust me when I say you’ll enjoy life in the Hive.” Chrysalis stated. Midnight rolled his eyes and looked away to nowhere particular.

“Fine.” Midnight said, before frowning and looking at Chrysalis with a serious look. “Hey. What happened to all of those mares and foals you captured during the Canterlot Invasion? Or those born after?” The young blue pegasi asked, before pressing forward. “And what about those that resisted? Did you crack down on them and hunt them down like you’ve done to me for the past few years? And what about my parents or my sister? I’m sure they’re around here somewhere and they probably mentioned me enough to make you realize that I was still left.” Midnight questioned, filled with concern with a drop of anger. Sclerite decided to answer on behalf of Chrysalis.

“Let’s go one at a time. I’ve taken care of various foals as a princess, and it depends on what age they are. Button was a young teenager when he was taken in, and they’re the hardest to deal with in my personal experience. They remember everything, but their young minds amplify any trauma they’ve gone through. We usually need months if not years to help them recover. After that, when they’re old enough they’re sent to train as breeders. Breeders have a ranking system, in which the bigger and more virile ones are at the top. They’re linked with females who have a corresponding rank. If they’re kind of on the weak side, they’re paired with the drones. If they’re special like you and Button, they’re linked up with princesses, the queen, or high-ranking protos like Ocellus. Those who were foals or were born after the siege are taught to live like changelings. If they let themselves be pushed around, they’ll be at the lower end of the spectrum. If they stand up tall and are not afraid to put up a fight, they end up in the stronger spectrum.” Sclerite said, taking a deep breath before continuing.

“Mares are a different story. If it weren’t for the fact that most male drones vividly hate ponies, the mares would’ve had a similar system like the stallions. However, because of these complications, we usually end up having to pair breeders with mares and let them live a normal life. Not all breeders need to stick with a changeling. They can still live how they choose to be, which is one of the perks that Chrysalis hinted at. Chrysalis? Mind you taking over? I need to notify the staff to get ready.” The Changeling Princess stated, to which Chrysalis nodded.

“Certainly. Go ahead and tell them to be ready. I’ll be taking the time to continue answering Midnight’s questions.” The Queen replied, to which Sclerite hurriedly walked through the hallway until eventually disappearing. “Now as for the question of rebellions, they had happened in the past, but they no longer occur anymore. We had a particularly bad event that hurt both ponies and changelings, and we’re trying to find a way to solve that problem. Even though most enjoy the new life they have, those who do end up rebelling seem to believe that their life had already ended with the defeat of Equestria, and thus they risk it to try for the sake of nationalism, pride, revenge, among other things. Unfortunately, we haven’t been able to find a way to solve the problem prematurely due to ponies distrusting changelings and vice versa. So again, we let them decide if they want to stay or take their own lives. It does sound grim, but it’s necessary since nobody wants a repeat of that event. Of course, those two aren’t the only choices, again they could live normal lives outside the Hive, as long as they don’t harm changelings or other ponies who want to live in the Hive. Any comments before we move on?” Chrysalis asked, turning to Midnight. I noticed that his eyes were darting left to right. He seemed visibly perturbed the moment Chrysalis mentioned how they sometimes dealt with ponies.

“I… Well, I guess it’s interesting info to know… I can't say that I trust you, especially after what you just said… but if you’re really putting in that effort to change, then most of my excuses to hate you suddenly don’t work. Still, for now, don’t expect me to trust in you that easily.” Midnight said, to which the Queen nodded.

“Understood. It would be foolish of me to think that you could flip like a dime. Now, about that last question, I’ll need to know who your family members are to find them if they’re around. Alright?” The Queen asked. Midnight nodded.

“Alright. Well dad was called Thunder Storm, my mom was called Snowy Blizzard, and I had a twin sister named… uh… why are you two staring at me like that?” The young blue pegasi asked as he noticed Chrysalis’s left eye twitching. I simply look at him in shock with my mouth wide open. The monarch’s body shook a bit, and a small discharge of magic shot from her horn, causing a bolt of magic to fire from her horn and bounce around the corridor, nearly hitting me and Midnight several times.

“S-Say… Say that again? And mind telling me some of your past?” The Queen asked, staring at Midnight with a neutral expression. The stallion shifted nervously and took a step back, sweat dripping from his forehead.

“Uhm… my dad was called Thunder Storm, my mom was called Snowy Blizzard, and my sister was called Lightning Spark. I was in military school by the time the wedding came. I was friends with the Captain’s sister, and so when I realized she was missing I tried to find her when the invasion began. The last thing I remember of my dad was him telling me to fly away. I don’t remember what happened to my sister or my mother, I just flew away… say! What happened to Twilight and the bride to be anyways!” Midnight asked with a loud voice as he looked at Chrysalis. The two stared directly into each other’s eyes, neither of them moving or making a sound. My eyes darted back and forth between the two. Not only was I scared that this could suddenly turn into a fight, but for a moment, I became scared of Midnight.

“Midnight,” Chrysalis said after staying silent for a good minute, calculating her words. “Uhm… your father did terrible things to not only the Hive but to other ponies. Let’s… let’s just say that it’s better to not know what happened to him, or your mother and sister… No wonder why my breeder was hesitant to tell me who was your father.” The changeling queen stated. Midnight simply stared at her in shock, tears falling from his eyes as he realized what she was implying. My fear only grew as his body tensed up, hatred and sadness beginning to emit from his body.

“You… you killed them didn’t you?” Midnight asked, his voice barely audible before he suddenly switched into a roar. “YOU KILLED THEM DIDN’T YOU!?” The blue pegasi screamed, lunging at Chrysalis, only for her to effectively dodge the pegasi. Eventually, his rage began to dissipate, replaced by sorrow and causing him to cry. The monarch sighed as she allowed the young colt to let off some steam before continuing.

“No. I only killed your father. As for your mother and sister, I sent them to try and convince him to stop but… he… he mistook them for disguised changelings… and killed them.” Chrysalis stated, which surprised me. I had always thought that they were killed in an accident in the crossfire, but deliberately? By their own family?

Midnight simply shook his head and backed away. Disbelief, fear, rage, terror, and sorrow filled his heart as he tried to reject the terrible notion of his father, the one who he looked up to, committing such an act.

“N-No… no he wouldn’t! He wouldn’t… Would he?” The blue pegasi suddenly tripped backward and fell, tears falling from his eyes as he began to become conflicted. “He… he wouldn’t… he wouldn’t… h-he w-wouldn’t…

… h-he…

No…

He would.”

By the time he uttered those two words, the poor colt looked devastated as he began to let out a sorrowful cry, shaking me to the core. I tried to lean over to help Midnight, but Chrysalis stopped me, letting me know that he was too unstable and unpredictable at this moment and could potentially hurt me. As much as I hated it, I knew I had to let Midnight deal with this internal conflict by himself. But still, my heart ached as I saw him suffer.

“He told me during the Changeling Invasion that should I fall, that I should take down as many with me. I was to win no matter the cost, resist no matter how bleak the situation was. He told that to a 13-year-old. Me. He constantly told everyone that the changelings were going to invade and that Equestria needed to remilitarize and destroy them first, but nobody heard him. He once was a candidate to become Captain of the Royal Guard, but he told me that he wouldn’t get the job for ‘unspecified reasons’. Like, in retrospect, maybe he was a bit too extreme, but...killing my mom and my sister? Why?”

Eventually, Chrysalis stopped holding me back, allowing me to quickly go to Midnight and sit next to him. The moment he felt my presence he immediately went ahead and hugged me tightly. I stroked his spiky mane as he began to cry on my shoulder, letting go of all of his pent-up rage and sadness in a stream of tears. Eventually, his cries became nothing more than hiccups and shivers.

“Chrysalis? Is Midnight alright?” I heard as Sclerite returned and asked the monarch with a hint of worry.

“He’ll be alright… he just needs time to recover. Perhaps the event will cheer him up.” Chrysalis stated before sitting beside me and studying the young colt. She had a neutral expression on her face as she looked at Midnight who started to calm himself down. I tried to see if I could tell what she was thinking. Was she angry towards Midnight due to his biological relation to Thunder Storm but it was being offset by seeing the colt suffer? Was she happy that the son of one of our worst enemies suffering but her maternal instincts made her worry for the pegasi?

“Midnight? Want to come along and go to the event? Perhaps there is someone you remember that will make you happy.” Chrysalis asked. The young stallion nodded meekly.

“Alright… I’m just… I’m just sad… And thinking… I already had a feeling that they died, but I hoped they were out there… now that I heard this… I just wished that if they had died, then at least they didn’t go that way…” Midnight replied with a depressed voice. Chrysalis nodded sadly as she grabbed him by the hand and the two of us helped the blue pegasus up.

“We’ll make sure the event will cheer you up. The main gist of the schedule would be the banquet followed by the orgy since we’ll need a lot of energy for the fun we’re about to have.” Chrysalis said excitedly, licking her lips. Midnight simply sighed.

“Well, I guess that’s something to look forward to.” The young blue pegasi stated as the four of us began to walk through the corridors. We stayed silent for a moment, respecting Midnight’s need for silence. Then after a good five minutes, he spoke. “Say… you said that your breeder was hesitant to tell you who my father was… who is he again?” The blue pegasus asked. The queen gave him a soft smile.

“Someone who knew you long ago… Oh and you asked about Twilight and Cadence, didn’t you? Well… hmm… I honestly don’t remember what I did to them. Either they’re in a dungeon, in another sister Hive, or they’re taking care of the ponies who want to live outside of the Hive. I don’t remember. You Sclerite?” The Changeling Queen asked, which now made me think about their fate. They were originally stuck in the mines down in Canterlot, but perhaps they struck a deal with Chrysalis in the past. Princess Sclerite simply gave her a blank look before nervously laughing.

“Well… I don’t remember either, though I have a feeling it was Cadence who brought the idea of directly absorbing love through the orgies. We’ll have to look into their fates though because I have no clue. If you did put them in the dungeon and then just forgot about them, then that’s just terrible, but I’m pretty sure they’re in another hive or with the outsiders.” Sclerite stated. “If we find out where they are, we’ll tell you Midnight, since you said that Twilight was an old friend of yours. Who knows. Maybe she notices how hung you are and you two decide to have some ‘bonding time’.” The Changeling Princess said, giggling as Midnight simply deadpanned.

“I-I-I… I have no words for that.” The blue pegasi stated, causing the three of us to laugh while the blue pegasi rolled his eyes. We eventually were faced with a wall, and based on the sound of chatter from the other side I knew we had reached the main area. Chrysalis turned to face us and began to talk to Midnight.

“Well anyway, we’re here. I’ve already told you what to expect, so try and have some fun. So go ahead, satisfy your physical hunger, because after you’re done, well let’s say we’ll satisfy your more primal needs.” Chrysalis said sensually, letting a hand move down Midnight’s body and towards his balls, caressing them before giving them a tight squeeze. The queen snapped her fingers, giving us all presentable clothing. Or as presentable as she wanted, since she still kept the hearts on her nipples and nethers, but she now wore a transparent cerulean dress. I and Sclerite received similar clothing, with mine leaning towards a cyan tone and Sclerite’s leaning towards a light green one. Midnight’s pelt was replaced with white-robed clothing, making him appear like a citizen of the ancient pegasus tribe. It was a better shift from the ragged clothing he had before.

“Alright. This looks good.” Midnight exclaimed as he checked out his new attire. Chrysalis simply smiled.

“Now that you’re ready, let’s open the way shall we?” Chrysalis said, smiling before using her magic to manually open the wall.

As the walls were forced down and I saw the crowd of both changelings and ponies waiting for Chrysalis, my mind couldn’t help but go back to what she had said. Apparently, Chrysalis’s breeder knew who I was, but at the moment I couldn’t think of anybody who could fit that description. Was it a fellow guard who trained next to me? Someone who I spent time with during my short stay in Zecora’s village before it got raided? I seriously was coming up short in who could’ve known me. Friendship was hard to achieve if the pony you cared for one day suddenly wounded up captured or dead the next.

A letter formed in my mind. S. There had been two friends who I called brothers who had S in their name, but no matter how much I tried, I couldn’t remember them, nor their faces. White, purple, blue, green, the colors just mixed in my mind and became formed into a mess.

I let out a sigh. Chrysalis did say that I might have a chance to meet him, so why bang my head trying to figure it out ahead of time?

“Changelings and Ponies of the Hive!” I turned around to see Chrysalis raising her hands, her tits bouncing a bit and her face covered by a grin. “It is my great pleasure to say that the day has finally come! Today, my people, we celebrate the arrival of the last outsider pony of Equestria!”

The crowd in front of us began to cheer, and I instinctively shrunk back a bit when I felt hundreds of gazes settling down onto me. What intrigued me the most was that the ponies within the crowd were celebrating as much, if not even more than their changeling counterparts. I also noted how Chrysalis said ‘arrival’ and ‘outsider’ instead of ‘capture’ and ‘free’.

“Let us dine first before we initiate the real event shall we?” Chrysalis said, causing another roar of approval from the crowd. As the changelings and ponies began to disperse and settle in the various tables that were scattered around, the monarch queen turned around and smiled at me. “Well, let’s go ahead and eat, shall we? He’ll be coming soon.” Nodding at her, I walked down the podium with Ocellus and Sclerite right behind me. As I passed by a group of changelings, I got a mixed response. Like how Sclerite explained, the changeling males immediately began to hiss at me, their long snake-like tongues shooting out of their mouth and waving threateningly at me. The female drones however gave me seductive winks as they gazed down at my crotch. Then came the occasional pony, all of them giving me the ‘Welcome to Your New Home!’ vibe as they waved at me. I hesitantly waved back at them. I just found it off as to how these ponies act as if they had been born here since the beginning of their lives, or how the female changeling drones seemed addicted to any stallion that passed by.

It’s safe to say that things have radically changed, both for ponies and changelings.

“Sit over here please,” Chrysalis said as a random changeling drone pulled a chair for me to sit in. Ocellus sat down on my left side, with Sclerite soon coming to my right. Chrysalis sat in front of me, and soon other high-ranking changelings sat at the table. Most of the males hissed at me, but one of them nearly let out a growl.

“Pharynx, please. Calm down.” Ocellus stated, only to cause the purple-eyes changeling to puff.

“Try saying that after getting a fucking firework slammed into your chest!” Pharynx yelled, his anger towards me only increased. I soon began to sweat as his glare only intensified.

“Shit. He’s the changeling who turned into the rock that I fired at, and boy is he pissed! Hopefully, he doesn’t try to kill me in the future.” I mentally thought, my eyes darting around. I noticed how nearly half of the seats at the table were empty. Did they belong to the breeders of the female drones?

As if on cue, a brown stallion with an orange mane appeared next to Sclerite, giving her ass a nice slap and causing her to let out a surprised gasp.

“Missed me?” The young stallion asked with a grin. The changeling princess shivered before nuzzling against his chest.

“You know it. Can’t wait for the orgy so that you can get hard and ready for your momma.” Princess Sclerite replied, causing the brown colt to blush. He soon noticed me and began studying me, as if he was trying to remember something. “Say… you went to Ponyville right?” The colt asked, causing me to look quizzically at him.

“Uhm, yes. Yes, I did. Why do you ask?” I looked at him, studying his features. He wasn’t any of the ‘S’ people, but I had a feeling that I knew him. The colt continued to examine me, our eyes locking together. Then he shrugged.

“Eh. I don’t think we’ve talked to each other before… usually because I used to play with my Joystick most of the time, but I think you were around when Nightmare Moon returned right?” The brown stallion asked. I sighed. Apart from whichever breeder Chrysalis was talking about, I hoped that I would’ve had another pony I knew, but unfortunately it seemed it wouldn’t be the case.

“Yeah. I followed Twilight around. My name is Midnight Blitzer. Yours?” I asked, trying to strike up a friendly conversation while the other changelings began to talk amongst themselves. I still felt Pharynx glaring at me, so hopefully talking with this pony could distract me a bit. The feeling of hungriness began to form, so I hoped that the food would come soon. The stallion smiled.

“My name is Button Mash! I’m Princess Sclerite’s Breeder!” The colt said excitedly, giving the changeling in question a light peck in the cheek, which she happily accepted. “So you’re the guy that everybody’s been talking about? How was it like living in the wild for all that time?” I winced a bit at that question.

“Boring, alone, depressing. It could’ve been better.” I said neutrally, trying to make it so that Button didn’t have to worry about me. I noticed his ears flattening.

“Oh… uhm… well here in the Hive you can have lots of friends, as well as beautiful changelings like Sclerite! I’m guessing you’re going to be that changelings’ breeder right? She certainly looks hot.” Button guessed as he looked at Ocellus. I slowly nodded. I didn’t know if I wanted to make it official, but I felt that out of all the changelings, I would happily choose Ocellus over the rest, even if we had a rocky start.

“Yep. So uhm… who else is here?” I asked, trying to get as much info as I could. Button Mash shrugged.

“I usually end up banging Sclerite all the time, so my awareness of others' names is limited. What I do know is that there are 9 other changeling princesses, all of whom have their partners.” Button stated, but before he continued I heard his stomach groan. He let out a light-hearted laugh. “Oh, dear. Guess I’m hungry right now.”

“The food is going to come soon dear, so I recommend you to wait. Or do you want to drink some of my milk under the table?” Sclerite asked, playfully grabbing one of her tits through her clothing. Button simply grinned.

“You bet!” With that Sclerite’s horn began to glow before the two suddenly became both invisible and inaudible. Before I had the chance to roll my eyes, I felt a small hand grabbing mine. Looking around, I was surprised to see nobody, that is until I lowered my gaze and saw what appeared to be a cross between a pony and a changeling. The filly held up a plate of food above herself towards me and quickly passed it to me.

“Here’s your dinner sir.” The strange youngling said. She had the wings of a changeling, and her skin was like a changeling, but her mane and tail was that of a pony. Her hair was blue with a green streak running down the side, and she had cute blue eyes.

“Uhm. Who are you?” I asked. The filly grinned.

“My name is Shining Crystal at your service! Now if you’ll excuse me, I need to leave.” The young filly said as she began to walk away. Turning my gaze back to the table, I noticed how every sit was being occupied, every seat minus the one next to Chrysalis. Suddenly I heard the filly let out an ‘oomph’ as she bumped into somebody. I looked back at her, only to widen my eyes as I saw a familiar figure.

“See you’re helping with distributing the food, am I right?” A white stallion with a blue mane asked as he lowered himself to her level. The girl simply smiled.

“Yes, dad. I’ll continue this for a few more minutes before returning to my room. See ya!” The filly said before charging her horn and disappearing via teleportation. The white unicorn let out a light-hearted laugh before sitting next to Chrysalis, and it was then when his eyes locked onto mine. For what seemed to be an eternity we stared at each other, everything apart from him vanished as my focus laid on the unicorn. Soon though, tears began to fall from the corner of his eye.

“M-Midnight?”

“S-Shining!?”

I yelled as I felt the Captain of the Royal Guard embrace me. Tears began to fall from my own eyes as I began to realize a certain fact.

I was not alone.

Chapter 4

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Epilogue

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