Best Served Cold

by Alphamon_Ouryuken

Rating: mature
Tags: Porn, My Little Pony: Friendship is Magic, Queen Chrysalis, Romance, Non-consensual, Sex, Flash Sentry, Twilight Sparkle, Violence, Dark, Anthro
Length: 19125

Chrysalis will do anything to get revenge on Twilight Sparkle, especially if she has to use the Princess' special somepony in the process...

What should've been a romantic getaway for Twilight and Flash gets a lot more heated with the intervention of the changeling Queen, Chrysalis. She has quite the plan to get even with the Princess of Friendship, but may just end up in a worse place than her target...

Notes:

Triggers: Rape, Mind Control, Unknowing/Forced Cuckolding, Transformation.

All characters depicted are 18 or older.

Story Commissioned by DaveMan1000.

Cover art by ColdBloodedTwilight (Text by DaveMan1000).

Published 2022-04-17 23:00:01 UTC
Last updated 2022-05-17 16:07:40 UTC

Princess In Peril

"Alright, come on, Twi, we have to be close by now." A blindfolded Flash Sentry said with an amused smirk. For the last few miles, they've been driving towards a rather special location; one Twilight claimed to have picked out herself for a sort of… what did she call it… "Practice Honeymoon" of sorts?

"Just a few more minutes Flash~" Twilight giggled, doing a terrible job at hiding just how eager she was. "Trust me, sweetie, it's going to be more than worth the wait once you see where we'll be staying for the next week~" She explained as she made a sharp turn.

Of course, Twilight could hardly wait herself. With all the stress and responsibility that came with becoming a Princess, she was almost afraid they'd never get a chance for some extensive alone time. Thankfully, with some strings pulled by Princess Cadence herself, they'd finally have an entire week to themselves in a private Villa just outside of Horseshoe Bay.

"I almost can't hold it in anymore, Twi. Come on!" Flash teasingly moaned before a lavender aura took off his beanie blindfold… giving him the perfect view just as they parked outside… and to call it beautiful would be an understatement.

Their private villa was simply amazing and gorgeous. It was integrated underneath a cliffside waterfall and had a single slanted roof with a floor-to-ceiling window leading to the balcony. The walls on the outside were a deep lavender with the roof painted a dark blue just like Flash's mane. It also held several flowers around the edges and porch.

"Wow, Twi…" Flash whispered as they stepped out of the car. "I mean, I know Cadence said she spared no expense on this, but…"

Twilight smirked as she levitated most of their luggage out of the car. "Well, it is a 'Practice Honeymoon,' and you know how she is when it comes to love~" She added, giving her boyfriend a playful wink.

"And I'm sure you'll both have a lovely time~" A new voice chimed in. The couple turned around just in time to see the doors slide open as a mare exited the villa.

The mare in question was an adult Unicorn with a pale green coat, medium green eyes, and a two-tone reddish-brown mane that went halfway down her back while her tail was seemingly cut short. She wore a deep green blazer and miniskirt with pink buttons, and a brooch resembling a ladybug surrounded by scattered seeds.

Twilight arched a brow. She couldn't help but feel like she'd seen this mare before…

"Greetings, Princess! My name is Shutterbug," she began, giving her a polite bow. "I'll be helping you and your lover get properly settled in."

"That would be great! Thank you!" Twilight said with a barely contained giggle. This was something she had looked forward to for a LONG, long time, to finally be alone with her Flash. The two of them in a bed… together… with nothing else between them… no one else but their own peace and quiet. "You wouldn't believe how hard it was to book just the right location…"

"Of course! Though I must say... you have fetched quite the catch Princess, raow~" Shutterbug said with a giggle, turning her attention to Flash as he started carrying some of the luggage. The pegasus in question simply blushed as she gave him a playful wink. "I mean, really… what a lucky catch… you bagged yourself a real hunk-"

"Okay, we get it; my boyfriend is sexy." Twilight interrupted in a huff that barely hid her own blush and frustration. Shutterbug just smiled as she patted Flash's chest. "Let's just get to the tour, shall we?"

"Of course, of course. Now, if you two will just follow me~" Shutter began as she turned around and made her way inside.

"You head on in first, Twi. I'll go get the luggage." Flash said, giving her a small peck on her cheek.

The Princess nodded and made her way towards their guide. Flash simply watched as they entered the house, waiting a few moments before kneeling and reaching into the depths of one of his own bags. Then, glancing over his shoulder to make sure they hadn't suddenly come back, he pulled out a small box with a wistful smile. 'I promise Twi. This is going to be perfect...'

The rest of the tour went off reasonably well as Shutterbug showed the Princess around more of the villa. Twilight was astonished to know the place had not only an indoor pool but a gym as well.

However, every so often, Shutterbug would comment on her boyfriend's… "studliness," as she oh-so-casually put it. While she assured Twilight that she was only complimenting him, the Princess couldn't help but feel slightly irked by it…

"Now, if you will just follow me this way…" Shutterbug motioned towards the bedroom, though Twilight still gave her a stink eye. It was about right when they reached the door. Shutterbug sighed and looked at her. "…and please, do forgive my earlier comments, Princess. I mean… it's not often I get to meet such a fine stallion like him."

"Yes, well… please try to tone down on those comments," Twilight demanded as they entered the room, although she did feel a bit silly, feeling threatened by someone on what should be a Faux Honeymoon.

"But of course…" Shutterbug replied as they entered the suite, and Twilight started looking around, somewhat impressed by how the place looked. "And for the final part of our tour, the master bedroom! With a lovely king-size bed, a couple's bathroom, as well as the walls being adequately soundproofed, juuust in case," she added, giving her a playful wink.

The Princess felt her cheeks heat a little but chose not to reply. However… as she looked around, she failed to notice 'Shutterbug' slipping on some black fingerless gloves as a fanged grin spread across her face… right before her horn glowed, and she fired an energy blast; right at Twilight's back!

"GAH!"

The door was enveloped in a green aura and slammed shut just as Twilight screamed in pain. Then, mere seconds before she could regain her bearings, Twilight felt something cold and metallic clamp tightly around her horn. She desperately attempted to teleport away, but some sort of magic-suppressing material immediately absorbed her magic before she performed the spell.

"Aw. It fits just perfectly~" 'Shutterbug' said with a low, horrid laugh as she restrained Twilight's arms. Her left hand extracted a rag from her pocket while her horn levitated a vial out of her right pocket. She uncorked the vial before pouring the contents into the rag.

"Wh-what are you-MMMPH?!" Twilight could barely get out as the rag soon covered her mouth and nose. A pungent odor soon invaded her senses and was making her rather droopy, though she tried valiantly to fight it.

"Oh, don't waste your energy, sweetie~" 'Shutterbug' chuckled, tossing the now-empty vial aside before locking the door. "I'd rather you have enough energy to endure the punishment I have planned for you~" She continued as the Princess's struggles soon died down, her body slowly going limp after being forced to inhale the chemicals.

'Wh-Why… is the v-villa g-g-guide… kidnapping… me…?' Those were Twilight's only coherent thoughts as her attacker's magic aura soon engulfed her whole body, levitating the Princess over to a nearby closet and forcing her into a chair. Twilight barely had time to react as several ropes immediately wrapped around her body from various angles, binding her legs, arms, and wings while 'Shutterbug' casually removed the rag before replacing it with a ball-gag.

"You must be rather confused and scared as to why this is happening, eh, Princess?" 'Shutterbug' asked teasingly as she patted Twilight's cheeks. "Well, see, it's rather simple… you hurt me. You made me have to FLEE… and I have come for… revenge."

Twilight's expression changed from confusion to horror as 'Shutterbug's' cheerful voice was suddenly distorted by a sort of buzzing undertone, and her entire body was suddenly engulfed in lime green flames. She grew taller as tattered, half-decayed insect wings erupted from her back, and her smooth coat hardened into a black exoskeleton. At the same time, her mane and tail melted into a more ragged bluish-green, her horn became more elongated and twisted into a more gnarled shape, and finally, her eyes became a more malevolent, reptilian green, topped off by a set of sharp fangs coming visible at the front of her mouth.

It was Chrysalis, the Changeling Queen.

"Mhmhmhm… surprised you insignificant welp?" Chrysalis asked in a mocking tone, grabbing Twi by the face with her gloved hand. "What, did you expect me just to let my last defeat slide? You humiliated me… took away my PRIDE as a Changeling Queen!"

Twilight glared at her captor, struggling to free herself as Chrysalis continued. "I was mere seconds away from harnessing the power of Secretariat Comet, but then your interference ruined everything!" the Queen snapped, her voice dripping with malice and barely contained rage. "But now that all changes…" she added, her vicious scowl quickly becoming a malicious grin. "…after all, you took something important from me, so it's only natural that I return the favor!"

Twilight struggled in rage as Chrysalis got closer. "Ooooh. So many parts of you to ravage… so how about I start here?!" Chrysalis sadistically cackled as she groped Twilight's marehood between her fingers, eliciting a loud yelp from the gagged Princess. "Aw. Is the little Alicorn a virgin still? How... perfect for my little revenge," she said as she rubbed it quite furiously.

"MMMmmmmmph." Twilight moaned. Although she tried to pull away from her as best she could.

"Don't even try that, you little weakling." Chrysalis snarled before giving her a fierce slap across the face. "Try that again. I DARE you to do it."

Narrowing her eyes in pure fury, Twilight desperately tried to use a spell. At the very least, she tried to summon a burst of magic powerful enough to teleport her to safety. But, unfortunately, with the ring in place, the only result she got was a flaccid sizzle of magic.

"So pathetic," the Queen scoffed as she started pinching Twilight's nipples, earning a shriek of pain from the bound Princess. "I guess you still need to be taught a lesson when it comes to obeying your superiors…" She smirked, snapping her fingers and summoning emerald green flames around Twilight's body, quickly burning away her clothing. However, before Chrysalis could continue, the sound of footsteps approaching the room caught her attention.

"Oh my~, your boyfriend's back already? Well, I might as well give him a warm welcome~" Chrysalis chuckled in a teasing tone as she closed the doors to the closet. Soon a torrent of green flames engulfed her as she took the form of Twilight Sparkle herself. "Oh, I am going to have fun with this one~" she whispered to herself before exiting the room with a fake smile on her face.

Twilight could only struggle in place to no avail as she was left alone in the closet, with only an occasional spark fizzling out of her horn.

"Hey, Twi? You and Shutterbug done with the tour yet?" Flash called out as he made his way down the hall, searching for the two mares. "I already finished moving the luggage…" He added, the lack of an immediate answer putting him a bit on edge. Twilight usually answered him by now, if only just to say how long they were gonna be. Something felt off… something felt really-

"Hey, Flashy!" A voice called out ahead. Turning to his right, Flash saw who he thought was his marefriend sauntering towards him with a seductive sway in her hips. "Sorry, I'm a bit behind. Shutterbug had to leave early! Other clients and all that!"

"Heh, no problem." The pegasus smiled, somewhat surprised by Twilight's more enthusiastic tone. But then again, they'd have the whole week to themselves, and Celestia knows how long she'd been planning this. "So, any interesting rooms you wanna show me? I'm pretty sure I almost got lost searching through this place."

'Twilight' simply smirked as she got closer to the stallion, her expression going from perky to seductive in a matter of seconds as she started ogling his torso now that she could get a closer look uninterrupted. This pegasus was well-toned, to say the very least, as expected of a Royal Guard. His shoulders were broad. His arms were sturdy…

'Mmmph, that chest… you could grind meat on those abs…'

"Actually…" She began as she wrapped her arms around his waist and pressed her breasts up against his chest. "Shutterbug was nice enough to let me know that our bedroom is completely soundproof~" 'Twilight' explained before leaning forward and whispering into his ear in an alluring tone. "Wanna test it out~?"

"S-so soon?!" Flash stammered out as he gazed down at her breasts. Once again, that odd feeling he had earlier was coming back. Granted, Twilight was always a bit of a tease, and they'd been working towards having a more active sex life… but something about this just felt-

"Aw, getting nervous before we've even started~?" 'Twilight' teased. "Lemme fix that~" She smirked as her horn flashed green in the brief intervals, Flash's eyes becoming glazed over for a few seconds, calming his nerves. 'Twilight' then giggled as she casually levitated herself into his arms, wrapping her arms around his shoulders. "Now then, let's get started, shall we~?"

"Someone's a bit aggressive." Flash chuckled while fumbling a bit, feeling as though she was a bit heavier than he remembered, but quickly tossed that thought aside and gave her a soft grin. "I gotta say, I love this side of you~"

"Well, what can I say?" 'Twilight' cooed, pressing her lips against his neck. "Having a stud like you as my lover? I can hardly hold myself back~" She chuckled, giving him another lust-fueled and passion-filled kiss as he carried her into the bedroom. The moment they got in, 'Twilight' pulled herself out of his embrace and shoved him against the wall with her magic, making sure they were on the opposite end of the room in perfect alignment with the closet. Afterward, she casually used her magic to pry open the closet doors ever-so-slightly, giving her captive a proper view of what was to come. "Besides, I want you perfectly obedient for what comes next~"

"Obedient? What do you mea-" Flash was cut off as Chrysalis, not giving him a chance to react, fired a beam from her horn, zapping him right on the forehead! "Hrrkk! Wha… what are… you-"

"Shhh~, don't talk…" Chrysalis cooed, gently caressing his cheek as the Pegasus' eyes went wide for a split second before taking on a darker shade of her magic's color. "Just… let it happen~"

Inside the closest, Twilight could only recoil in horror as she witnessed the all-too-familiar scene play out before her, Flash's eyes spinning out of alignment for a few seconds as a yellowish-green glow overtook them.

Just like how she'd bewitched Shining Armor… and now the same spell was being used on her lover!

'No, no, no, no, NO!' The enraged Princess thought as she continued to struggle. 'I can't let this happen again! I WON'T let this happen again!!'

Desperate and furious, she made another attempt to channel any amount of magic possible through her horn. But sadly, the results remained the same, with only a tiny spark escaping the tip and the ring absorbing the excess magic.

But unknown to her, a small crack appeared on her inhibitor ring…

"Y-Yes… Twily…" Flash replied in an almost stoic tone, the Queen's magic overtaking his mind in a matter of seconds. Soon the rest of the world seemed just to melt away as his mind focused only on his lover. All doubts within his mind were pushed away as he relaxed them to her embrace. "Any… thing… for you…"

"Hmhmhm, good boy~" Chrysalis chuckled as she knelt, focusing her attention on his pants. The Changeling Queen unbuttoned them and then swiftly pulled them down, licking her lips at the sight of the bulge in his underwear, the fabric tightening as it strained to accommodate his hardening stallionhood. Inhaling deeply and taking in his sweaty scent, Chrysalis couldn't help but press her nose up against the silky fabric. "Mmm, no wonder Twilight chose you, you'd make for a fine Royal Consort~"

Flash simply stood there, letting out a heavy yet relaxed sigh as Chrysalis' pulled her face back for a moment and, with little to no hesitation, opened up her mouth to bite down on the waistband, pulling his underwear down with only her teeth.

Soon Flash's dark, smooth, and veiny cock flopped free and landed squarely on top of Chrysalis' head, with the tip landing at the base of her horn. The Changeling Queen's eyes widened as she gazed up at his pulsing, semi-erect cock. 'By the Hivemind… I can feel the very heat radiating off his cock!' Chrysalis thought as she bit her lip. Her nose was quickly assaulted by the scent of his masculine musk, sweat, and arousal.

The faint sound of Chrysalis' captive struggling snapped her out of her thoughts as she glanced over her shoulder. The sight of Twilight glaring daggers at her as she struggled to get free brought the Queen an immense amount of satisfaction as she grinned most menacingly.

Now was her chance to really twist the knife.

"Now then, Flash, what do you say I show you what it's like to be pleasured by a real mare?" Chrysalis smirked, keeping her disguise up as to draw upon as much love as she possibly could. Then, not waiting for a response, she lowered her head down along his cock and pressed her nose against his low-hanging balls.

"Mmm… yeeesss Twiliy…" Twilight heard the entranced stallion reply as Chrysalis savored the sweaty smell. Then without saying a single word, the Changeling Queen let her long tongue slip out of her mouth and coil around his balls like a snake, sucking them into her mouth with a wet *slop*.

"Hnnng, f-f-fuck!" Flash gasped as he leaned his head back, his moans echoing throughout the room. "D-Damn Twi, w-w-when did you… g-get that skilled with… with your tongue?" He moaned out as he felt her tongue roll over his orbs for a few minutes, lathering them in her slick saliva.

"Mmmwah~" Chrysalis sighed as she released his balls, taking another deep breath of his musk as she lifted his semi-erect shaft with her right hand. "Well, any marefriend worth loving would know how to properly pleasure their lover~" She replied as she began stroking his shaft up and down.

'"Any marefriend worth loving"!?' Twilight mentally raged, her horn flaring up before the ring absorbed her magic once more. 'You BITCH! I'm going to KILL you!!'

Flash bit his lip and let out another moan as he felt 'Twilight's' magic firmly yet gently engulfing his balls, massaging them as she continued to toy with him.

To Chrysalis, this was music to her ears as she slid her hand up and down his cock. 'Time for a better taste of what this Stallion really has to offer.' The Queen thought as she dragged her long tongue up along the length of his stallionhood, all the way to the tip. 'I can feel it. His love for that spoiled Princess is so potent. I want more, I need more…' She thought as her wet, slimy tongue then spun circles around his tip a few seconds before she pulled away. "Mmm, so intoxicating~" She sighed as she looked up at Flash, giving him a seductive smile.

Flash smiled dreamily as he watched 'Twilight' working his shaft, the sight of his lover acting so perversely being more than enough to bring his stallionhood to full mast, pulsing and twitching at her very touch. "And it's all yours, Twily," he chuckled, lovingly caressing her cheek.

"And I'll be sure to treat it very well~" The Changeling Queen giggled, taking a moment to admire his stallionhood before she started caressing it gently, running her fingers up and down his shaft. Licking her lips again, the Changeling Queen started lapping at his blunt tip first. Her long tongue gliding over his tip and lathering his slit with her saliva.

Flash shut his eyes and let out a soft yet satisfying groan, giving his lover a blissful smile as she toyed around with his cock. "S-S-Seriously Twily, when-mmph-when d-did you g-aaha-get s-so skilled at this-Ooohh!" The pegasus gasped as he felt 'Twilight's' magic tightened around his balls possessively, soon clear and sticky pre-cum started to leak from the tip of his cock.

Chrysalis simply chuckled as she opened up her mouth nice and wide, aligning her mouth on his shaft before wrapping her tongue around the tip and used it to lap up the pre-cum that erupted from his slit. 'Mmm, salty~. Just how I like it~' Chrysalis thought, her body shuddering as the clear liquid soaked into her taste buds. She then pushed her head forward slowly and took his stallionhood into her mouth. Flash's cock glided over her tongue and squeezed its way deeper into her mouth, slowly inching closer and closer to her throat.

Having the ability to change various aspects of her body was naturally one of her greatest strengths when it came to sexually pleasing anypony, be they stallion or mare. And in this case, all she had to do was loosen up her jaw and throat just enough to fit the entirety of his stallionhood, and yet keep it just tight enough to easily give him an unrivaled jolt of pleasure with each thrust.

'Now it's time to show you what a real blowjob feels like~' She thought before shifting her form to lengthen her tongue. Chrysalis proceeded to wrap it around his cock more and more until she reached the base. She then started pulling it all even deeper into her mouth and down her throat inch by inch.

"Ahh, yeesss…" The pegasus moaned as he felt his cock beginning to slip into Chrysalis' warm, wet throat. While it felt a lot tighter than her mouth, it was almost a snug fit as well, as if her throat was made for his stallionhood. "Oooohh… f-f-fuuuck." Flash gasped as his cock slipped into her throat, leaning his head back and arching his back a little. The feeling of Chrysalis' tongue, lips, and throat tightening around his shaft driving him wild as he experienced the best blowjob of his life.

'This isn't happening, this… can't be happening!' Those were Twilight's only thoughts. Her eyes widened in disbelief as she witnessed Chrysalis deep-throating her boyfriend. Soft wet gurgling and slurping sounds came from the Queen's mouth as she swallowed more and more of Flash's stallionhood, causing a very large bulge to become visible in her throat.

Twilight would have felt somewhat impressed if she wasn't absolutely livid. 'You SLUT! That was meant for me and ME ALONE!!' She mentally raged, her boyfriend's pleasure-filled moans only serving to enrage her further.

The Changeling in question glanced up at Flash lovingly with her bright green eyes as she slobbered all over his cock. Stopping only for a few seconds to give him a playful wink, she then pulled her head back, and Flash's shaft was slowly dragged from the back of her throat, slipping free of the tight, warm hole. Then, with an occasional 'gluck' and 'slurp,' Chrysalis' pulled back even further until the only part of his shaft in her mouth was his now saliva-covered tip.

"F-F-Fuuuck…" The pegasus gasped as he looked down at who he thought was his marefriend. His mind was too entranced even to question how 'Twilight' was able to fit so much of his cock down her throat. "Tw-Twilight… I don't think I… I can h-hold back… a-any longer…"

In response, Chrysalis released his balls from the grasp of her magic and instead grabbed both of Flash's hands, planting them on both sides of her head.

Her message was clear: "Then don't."

Any thoughts of hesitation vanished as Flash gripped both sides of her head and pushed his cock forward, forcing it into her mouth and down her throat once again. As her head was pushed down onto his cock, Chrysalis quickly grasped his hips, at first it seemed like she was struggling… only for her to wrap her arms around his waist, pulling herself closer and closer until her mouth reached the base of his shaft, forcing her to take heavy breaths through her nose.

Flash then pushed Chrysalis' head back, and then pulled her forward again, her bobbing up and down his stallionhood over and over again, the tip of his cock scratching the back of Chrysalis's throat. It wasn't long before Flash started thrusting his hips as they went on, forcing her to increase the pace of her sucking.

"Th-that's it... Haaaah… keep sucking…" Flash moaned out, his stallionhood throbbing and pulsing as it glided over Chrysalis' teeth, tongue, cheeks, and throat over and over again, his hips pumping back and forth like a piston. "Ooohh fuuuuck…" He groaned, his hands gripping her head even tighter as he squinted his eyes shut, his cock pulsing and twitching as he reached his limit, thrusting even harder as a result.

Undeterred, Chrysalis continued to deepthroat him, bobbing back and forth faster and faster with Flash's iron grip keeping the Changeling's head perfectly aligned with his cock.

"Almost there… I'm almost… al… m-most…" The pegasus moaned as he pushed his cock down her throat to the point where her nose was pressed up against the base of his shaft and his balls slapped against her chin. "Tw-Twily, I'm gonna… g-g-gonna cum- OOOHH!!" Chrysalis had little time to react before Flash shot his load right down her throat, skipping her mouth entirely and pouring his thick, white, and creamy seed directly into her stomach.

"Mmmph~!" Chrysalis let out a few muffled moans and an occasional 'gluck' as she swallowed his seed. His cock continued to pulse in Chrysalis's throat. She eventually gazed upwards and watched Flash's expression change to blissful satisfaction as he emptied himself inside her. Once the last thick rope of cum erupted from his tip, Flash pulled his stallionhood out of the Queen's throat, his cock slipping out from her mouth with a loud 'pop' with a string of saliva and excess cum connecting the tip to Chrysalis' lips for a few seconds.

"W-Whoa… that…" Flash panted, pressing his back against the wall as he slumped to the floor, taking deep breaths as his shaft began to soften. "That was… incredible…" He sighed as he watched 'Twilight' licking her lips clean of all the cum and spit.

"Aahhh, that was delicious~" She sighed as she stood up, stretching her arms over her head. "I do hope you have another load or two in you, sweetie~" She giggled before sauntering over to the bed sitting on the edge.

"M-Maybe…" Flash chuckled as he stared up at the ceiling with a weak chuckle. "But… could you give me some time to recharge? I'm not a machine after all…"

From her place in the closet, Twilight continued to struggle, her mind desperately going through any possible strategy that could get her out of this mess. But, unfortunately, her lack of magic limited her options, and all she could do was glare daggers at the Changeling…

…and it was at that very moment that the Princess noticed the Queen looking right at her.

'Wh-What is she-?'

Suddenly, a lime green aura engulfed Twilight's head, more specifically, her eyes. For a moment, Twilight felt her senses overtaken by a dizzying sensation. Soon her surroundings started to shift and distort as her vision took on a green hue…

…and after a few seconds, Twilight realized that she wasn't in the closet anymore. Instead, she was right in front of the Changeling Queen! She immediately attempted to back away and summon whatever magic she could, only to discover that her body still wouldn't move. In fact, she seemed to be moving towards Chrysalis…

And that's when it hit her. It was the spell. Chrysalis was forcing her to see through her boyfriend's eyes!

"Oh, but waiting is no fun~" Chrysalis pouted as she turned attention back to Flash and used her magic to pull down her panties, spreading her legs the moment they hit the floor to give him a view of her wet pussy. "Besides, you still need to return the favor~" She cooed, beckoning him to come closer with a fanged smirk.

Twilight felt like she was about to vomit.

'Oh… FUCK NO!'

"Heh heh… now that I can do…" Flash smirked as he kicked off his jeans and underwear before kneeling before his 'marefriend.' Before Chrysalis could give an order, Flash pushed his muzzle between her legs, taking a brief whiff of her scent before slipping his tongue deep into her pussy.

"Mmmph~! Ooooh~!" The Changeling Queen yelped as she felt Flash's tongue stroking her inner walls. "Oh, F-Flash… ah!" She moaned out, holding onto his head as she felt his upper lip rubbing against her pleasure button.

"Wet already?" Flash teased as he slowly pulled tongue out of her marehood, savoring the tantalizing taste of his marefriend's loins. "Guess you're even more pent-up than I am." He chuckled as he glanced up at 'Twilight.'

"D-Don't g-g-get cocky!" Chrysalis gasped, biting her lower lip as she quickly pressed her thighs against Flash's cheeks, trapping him between her legs as she shifted her form a little, allowing her legs to stretch down towards his stallionhood. "After all, I'm not done testing your endurance yet~" She cooed, wiggling her toes as she pressed both of her feet against the base of his cock and gripped it firmly.

Flash's eyes widened in surprise, and he held back another moan, the feeling of 'Twilight's' toes pressing and spreading over the tip of his cock. "Oooff, where did you learn how to do tha-mmph?"

"Now, now Flash, let's put that mouth of yours to better use, shall we?" She teased, rubbing her pussy against his muzzle. "Now get to licking."

Flash let out a muffled "Yes ma'am!" and immediately got back to work, greedily licking her clit before slipping his tongue back into her warm wet slit. Chrysalis, in turn, wasted no time subjecting the stallion's cock to the most pleasurable footjob imaginable, curling her toes against the tip and then slowly dragging her feet down to the base of his shaft.

The Pegasus' entire body shuddered as Chrysalis moved her feet up and down his shaft, gently caressing his length. Flash let out a small grunt as the Changeling's soft feet slid up his shaft, her left foot cupping the tip as his pre-cum leaked from the tip and slipped between her toes. "Mmmm, I knew y-you had s-s-some more stamina in you-aahn~" Chrysalis moaned, shivering as she felt the stallion pushing his muzzle against her folds while giving her marehood a few licks before pushing the tip of his tongue back inside just enough to tease her. "Oohh yes~ keep going~"

Flash eagerly continued slurping and licking at her marehood in response, his legs shaking as he felt his 'marefriend's' feet brushing over his cock. "Mmff… y-you're… the… b-best… Twiliy…" He mumbled between deep breaths as he suckled on her clit, teasing the nub between his lips with the tip of his tongue.

'Ooooh, he's so skilled with his tongue~' Chrysalis thought, holding back another moan as she felt Flash practically french-kissing her pussy, her hips quivering as his tongue parted her lips, prodding her wet folds before diving in deep, almost burying his face in-between her legs, his nostrils now flooded with her intoxicating scent.

'Gross, disgusting! Vile! I swear if it weren't for the stupid gag, I would have lost my lunch!' Twilight thought as she was forced to endure the unpleasant sight of Chrysalis' marehood, even closing her eyes wasn't an option as the spell forced her to view precisely what his boyfriend saw no matter what.

The Princess was so distracted by the repulsive display before her that she failed to notice another crack appear on the inhibitor ring…

Despite trying to keep herself as composed as possible, Chrysalis' graceful footjob became less and less coordinated as she endured the blissful pleasure Flash was subjecting her to. "O-Oh yesss, right ther-Mmmph! J-J-Just like tha-aaahhh!" She yelped as she felt the tip of Flash's tongue now moving around her inside like a snake slithering into its den, not leaving a single crevice of her love tunnel unattended. 'Oohh, I'm already close~! The stallion's definitely a keeper~!'

Drunk with lust, Flash could feel Chrysalis' pussy quivering around his tongue, his shaft throbbing in the stimulating grip. Her toes then formed a vice-like grip around his shaft, nearly sending him over the edge. By this point, Flash's stallionhood was fully erect and twitching excitedly with each little stroke from 'Twilight's' feet, with a small dollop of precum leaking from the tip. And yet, no matter how close he was to his own climax, Flash refused to relent, dead-set on bringing his 'marefriend' to her own blissful climax. This was her "test of endurance," after all…

The Changeling Queen could feel herself getting closer and closer to her blissful climax, she barely had time to catch her breath as her feet released his cock, and she wrapped her legs around his head, the magic from her horn flickering as she closed her eyes and moaned. "Ahaah~ F-Flash… I'm gonna… g-gonna… OOOHH!!" Chrysalis threw her head back as her body tensed up, her orgasm sending jolts of pure ecstasy through her body. Despite his best efforts to swallow, Flash's mouth overflowed with her pleasure juices, a fair amount of it running down to his chin and dripping down onto the floor.

As Chrysalis' aura vanished, Twilight let out a small sigh of relief as the spell finally ended and her normal vision returned. Sadly, that didn't give her much comfort as she watched her boyfriend pull his head from between her legs.

"Hope you're not out of steam already, your Majesty." She heard Flash chuckled as he stood up, wiping some of the excess cum off his lips and chin. "Because I'm more than ready for another round." He added, his stallionhood fully erect and pointing at Chrysalis like a compass with pre-cum leaking from the tip.

"Oh, trust me, I have more than enough stamina to take you around the world and back, stud~" The Changeling Queen replied as she grabbed his cock, using it to pull the stallion closer as it twitched in her grasp. "But first, let's lube you up a little more, shall we~?" Then, without even waiting for a response, Chrysalis started licking the tip of his shaft, letting her long tongue lap up his precum as it coiled around his length while holding it in unique green saliva.

"Mmmm, o-oh Twiliy… I already feel like I am ready to burst…" The pegasus confessed as he looked down at 'Twilight.'

The Changeling Queen simply smirked as she got back up on her feet, licked some of her remaining cum off his cheek before kissing him hungrily. "Well, if you insist~" She chuckled as she got up, his length brushing against Chrysalis' leg, sending shivers down his spine…

…only for Chrysalis to casually strut past him before giving the pegasus a forceful push onto the bed.

'She… wouldn't dare…' Twilight thought as she quickly caught on to what she was planning next.

A third crack appeared on the ring, even larger than the last…

Seconds after, Flash fell onto the bed. Chrysalis took a moment to relish the sight of Twilight's lover now at her mercy. His muscular body, his admittedly handsome face, and his throbbing stallionhood which was still fully erect with no sign of going down anytime soon. 'And he's all mine~' She licked her lips as she climbed on top of Flash, giving the tip of his cock a quick peck before straddling him.

"Ready for the ride of your life?" Chrysalis asked as her eyes glowed ominously.

"I think we both know there's no turning back at this point." Flash chuckled, shifting his hips in an attempt to line his shaft up with her marehood. He then pushed his hips upward, the tip of his cock kissing the dripping lips of 'Twilight's' pussy… only to stop right before it went further.

"Ahaah~" Chrysalis gasped as she felt his cock teasing her sensitive marehood. "Th-Then don't t-t-tease me… let me have it. I want it inside me so bad~" Chrysalis begged, putting her hands on her chest and running them up and down her figure, feeling herself up as his eyes did the same. "Give it to me. Let me have it. Please~"

"As you wish, my Princess." Flash smirked before grabbing her hips and pulling her down. His stallionhood pressed against her entrance more before sliding inside, spreading her warm vaginal walls apart.

"Mmmph, ooooh yes~!" Chrysalis gasped, biting her lip and squinting her eyes shut as she felt his warm shaft inside her, rubbing against her sensitive nerve-filled walls. "That's it Flash, keep going~!"

Flash compiled without a word and pushed his shaft further inside her until he was all the way in, right down the base, the sensation of her warm walls gliding against his cock and clenching him tightly, causing it to pulsate and throb inside her as his balls pressed firmly against Chrysalis' flank.

"Aaah… s-soo big…" Chrysalis cooed, taking slow and deep breaths while shifting her marehood slightly, forcing her inner walls to tighten around his stallionhood. Then, panting deeply, Flash firmly grasped Chrysalis' hips and lifted her a little… only to lower her down onto his cock while thrusting his hips upwards. "AH-GAAH!!" The Changeling Queen yelped as his cock abruptly slid in.

Under her spell, Flash seemed to forgo taking it slow in favor of filling her up as quickly as possible. The feeling of her pussy lips gripping tightly around his cock made the experience all the more pleasurable as he started slamming his cock into her, using her wetness to his advantage. "Hhrkk… gaah, f-f-fuuuuck yes…" He grunted as he started pumping in and out of Chrysalis harder and faster. He could even see a small outline of his cock inside her for a brief moment. Flash could only watch as his lover slid up and down his cock, her breasts bouncing with every movement as they moaned and gasped in unison, his warm stallionhood twitching gently inside his 'lover's' pussy as its walls squeezed around his stallionhood. "S-S-So… tight!" Flash moaned, burying his stallionhood inside her repeatedly while increasing his pace with each thrust.

"And it's all yours, Flash~!" Chrysalis moaned as the stallion's warm shaft pumped in and out of her relentlessly, pulsing and twitching as it slid into her marehood. "A much better reward for a stallion such as yourself than some spoiled Princess!" She smirked as wet noises combined with their unified moans and gasps echoed throughout the room as Flash repeatedly buried himself inside his 'marefriend.'

A fourth crack… even larger than the others, appeared on the ring as Twilight's struggles continued. Despite her efforts to look away, the poor mare wasn't even granted the luxury of drowning out the sound of Flash's balls slapping against Chrysalis' rear, with it getting louder and louder as he thrust faster and faster.

Suddenly, she felt her head being forcibly turned to look at the two… just as Chrysalis glanced over her shoulder at her with a fanged grin.

Mid-thrust, Flash was taken by surprise as 'Twilight' started changing positions, turning her body around so that he was looking at her back. "Wh-What are you…?" Flash asked with a shudder, her movements and the feeling of her marehood shifting around his shaft sending shivers through his body.

"Just getting a little more… comfortable," She cooed as her horn glowed for a moment before then focusing her attention on Twilight. "Don't stop on my account~"

"Oh… okay…" Flash nodded, his eyes glowing in response. "If you… insist…" He murmured as he pulled his stallionhood out of Chrysalis' pussy out as far as he could before thrusting back into her warm depths.

"Aaaaahhhhhh…" Chrysalis let out a satisfied sigh, her hips shuddering as her breath became shaky and her pleasure juices coated Flash's cock.

However, she hadn't forgotten about her captive either...

The closet doors were forced open by her magic, and Twilight suddenly found herself surrounded by her lime green aura as she was dragged out the closet and right in front of the Changeling Queen, much to her confusion. 'Whu-? What is she-'

"You didn't think you'd get off that easy, did you?" The Changeling Queen chuckled maliciously as she levitated her right toward the edge of the bed. She quickly gripped onto Twilight's shoulders for balance, her face now mere inches away from the Princess'. "You had the privilege of watching from afar. Now you get to witness the grand finale up close and personally~!" She cackled, using her magic to force the poor mare to look right at her as she was relentlessly pleasured by her boyfriend, her breasts slapping against Twilight's with each thrust.

"Hnnnaaaahhharg…." Flash groaned, feeling as though he couldn't control himself anymore as he lifted himself before grabbing hold of Chrysalis' legs, picking her up while making sure her marehood was at a proper angle for him to pound into. "Ghaah…" He then sighed contently, slamming into her at an even faster pace, with her wet cuntlips sliding up and down his stallionhood, leaving it coated in her juices. Unknown to Flash, this action resulted in the real Twilight being treated to viewing his shaft pounding into Chrysalis' pussy, with some of their juices splashing onto her face.

'Oh, sweet Celestia, this is so degrading, so gross, so disgusting!' She thought, letting out a strained and repulsed groan. Poor Twilight didn't even have the luxury of being able to move her head as she was forced to watch her boyfriend's cock rapidly pumping in and out of Chrysalis' marehood, covered in sweat and their respective juices while releasing even more of his masculine scent into the air. The smell was all so intoxicating that saliva started leaking around the gag and started to drip from Twilight's chin.

"Twiliy, I'm… I'm s-s-so close…!" The Pegasus' gasped, feeling the slightest amount of pre-cum starting to leak from the tip of his shaft.

"Hnnaah…" Chrysalis moaned out just as she noticed his face hovering over her shoulder, his mind too entranced to notice or recognize the real Twilight sitting before him." G-Go ahead, let it all out…"

"O…kay… here it comes…"

The Alicorn Princess could only watch as Flash pulled his cock halfway out of Chrysalis one final time before slamming his shaft into her as hard as he could. She heard Chrysalis let out a soft yelp in response, her eyes rolled to the back of her head, her tongue flopped out of her open mouth, and she arched her back just slightly, climaxing just after him.

"Ooohh yesss, c-cum… cum inside me~!" Chrysalis' moaned out as she felt strings and streams of his warm seed shoot off inside her, some of it even spurting out of her marehood. Then, the Changeling Queen glared down at Twilight with another fanged grin. "…and cum all over her~" She chuckled before her aura surrounded his throbbing cock, pulling it out of her marehood and aiming it right at Twilight's face.

The Alicorn found herself staring down the barrel of her lover's shaft and closed her eyes seconds before he unloaded on her, shooting thick ropes of his white, warm seed all over her face.

'Oh for the love-EEWWW!' Were Twilight's thoughts as she shuddered in disgust. Granted, she wasn't opposed to getting down and dirty with Flash, but in this context, all she could think of was how badly she was gonna need a shower after she escaped… or if she could escape.

"Haaaah… s-sorry… for finishing kinda fast…" Flash signed, gasping and panting for air, struggling ever so slightly to catch his breath.

"Mmm… don't worry, that felt incredible…" Chrysalis sighed, her expression now one of pure bliss as she released his shaft from between her legs, her wet slit sliding over the top of his cock, leaving behind a streak of her own juices. She then glared down at the bound Princess, who, despite her situation, continued to glare daggers at the Queen. "Enjoy the show, little Princess~?" She asked in a sultry yet mocking tone before licking the cum off her face, earning another repulsed shiver from the Princess.

Twilight just scowled at her and tried her best to wiggle free to let her know how she felt about this physically, but the Queen merely cackled at this attempt as she patted her face. "Well, don't worry. Things have only just begun to heat up here."

The Princess gave her a look of confusion, but just as the Changeling Queen's horn began to glow, she found herself interrupted by her previous victim.

"Man Twiliy, you really drained me..." Flash sighed as he hugged Chrysalis from behind, giving her an affectionate kiss on the cheek. "...not gonna lie, I almost passed out."

Twilight was tempted to cry out for help once more, but upon seeing his glowing green eyes, she knew for a fact it would take more than words to break Chrysalis' spell at this point.

"Oh, I'm sorry Flashy~" Chrysalis said in a slightly more distorted mockery of Twilight's voice, prompting the mare to vainly struggle to break free of her bonds once more. If only to rip this insect's horn right off her head. "I'll tell you what, why don't you go wait out in the car and rest a bit? I'll be out just shortly."

"Yes... Twiliy..." Flash replied in a respectful tone as he got dressed, despite Twilight's muffled protests. However, just as he turned towards the door, he paused for a moment before turning to face the disguised Changeling with one hand in his pocket. "Tw-Twiliy...? There's... there's something I wanted to ask you..."

"Yes, what is… oh! O-oh my." Chrysalis stammered out as he got on one knee. Twilight could only stare in utter shock as Flash slowly opened the box and revealed what was inside…

A beautiful Amethyst Wedding Ring.

"Would um… would you do me the honor of marrying me?" Flash asked tepidly, his voice shaking from the uncertainty that this was the right time to ask her.

While Chrysalis seemed speechless, Twilight was beside herself. Flash, the very stallion she gave her heart, had chosen this very day to propose to her. '…thanks to this… insect, I've been robbed of not only my romantic getaway but the chance to experience his proposal myself!' The Princess thought, her emotions now a hurricane of grief and rage as she glared at Chrysalis with pure malice.

"Oh... I dunno Flashy." Chrysalis said with a pouty face. "It feels so sudden. What if it doesn't work out?" But then her pout turned into a smile. "Then again… what if it does?"

"So is… so is that a yes then?" Flash asked, his eyes still glazed over. "Will you marry me and make me the happiest stallion in Equestria?"

Smirking, the Changeling Queen knelt down to align her face with his. "Oh Flash, nothing would make me happier~" And with that, she pressed her lips against his, giving him a lust-fueled and passion-filled kiss. Twilight was forced to watch in despair as the two made out right in front of her. It didn't take long for them to start tongue-wrestling and exchanging saliva for a bit as well.

However, the kiss soon broke as Chrysalis unhinged her jaw as far open as possible, and her horn started to glow. Flash gasped as his body seized up, his eyes rolling to the back of his head as a long stream of pink energy erupted in the back of his throat and was sucked right into Chrysalis' gaping maw. After that, all the entranced pegasus could do was utter a tired moan as she drained his love before woozily swaying from side to side.

"Now, be a good Stallion and go wait outside. I have some... unfinished business to attend to..." She added, giving Twilight a fanged grin. The Princess just glared back as Flash left to wait by the car as ordered. "Mmmm, such delicious love, so rich in flavor, so potent!" Chrysalis sighed as she stood up, licking her lips. "Why, I haven't tasted love this good since… your brother, I think?" She added in a mocking tone as she shifted back into her usual self, her victory achieved. She was highly tempted just to leave Twilight there and let her sulk in her own misery…

…but then again, she never got to be the Queen of The Hive by playing it nicely.

"I would say it was an honor to have you as an archenemy… but the truth is, you never were a rival." The Changeling Queen scoffed, levitating Twilight back into the closet. "You were… more a nuisance… one that has irked me for the final time. I hope you love fireworks."

Twilight arched a brow as Chrysalis closed the doors. 'Fireworks? What did mea-' Her thoughts came to a halt, and the smell of something burning assaulted her senses. However, before she could question it, the closet door was immediately engulfed in emerald flames which quickly spread across the walls as well. 'Mother of Fausticon…' She thought, her expression changing from confusion to horror. 'She's leaving me to burn to death!'

"Oh, Flash~!" Chrysalis called out, shifting back into Twilight as she exited the villa. "I'm ready now! In fact, I think I know the perfect place for us to get hitched~" She smirked, giving him a playful kiss on the neck.

"S-Sure thing Twi," Flash replied with a dull, emotionless tone in his voice.

The Queen simply laughed as she took a moment to observe the villa as it was engulfed in Flames, savoring the feeling of not only finally disposing of Twilight Sparkle but stealing her special somepony as well.

Taking one last look at her work, she then teleported off to her hive with the Pegasus stallion as the villa continued to burn…

Back inside, Twilight desperately struggled against her bonds, the fire engulfing more of the closet as small sparks of magic erupted from her horn. 'This can't be it... this can't be how I die...' She thought, overcome with grief as tears burst from her eyes. 'Flash, and I were going to spend our lives together... but now he's been taken by that... insect!' Her eyes began to narrow as her horn continued to spark... and the ring continued to weaken. 'NO! I REFUSE! I REFUSE TO LET THIS BE MY END!' The Alicorn furiously thought as her horn practically became a beacon of pure light, pushing the ring to its absolute limit. 'I REFUSE TO LET THAT MONSTER TAKE MY LIFE AWAY FROM ME! I REFUSE TO LOSE FLASH TO HER! I REFUSE TO LET HIM DIE TO SLATE HER HUNGER! AND I REFUSE TO LET! HER! WIN!!'

Then there was a fifth and final crack… and the inhibitor ring was shattered to pieces by a powerful burst of magic. Twilight's body was then engulfed in an aura of lavender magic as she tore herself free from her bindings before teleporting her out of the villa just in time as the fire began to spread even more.

Reappearing just outside the villa, Twilight could only seethe in rage as she watched it all burn to the ground.

All of their planning…

All of their belongings and valuables…

All of it, lost to the flames…

All because of HER.

"She will pay!" The Princess shouted as the magic swirled around her, not caring in the slightest if anypony could hear her. "As Fausticon as my witness, SHE. WILL. PAY!!!"

Author's Note

This chapter was made possible and seen earlier on October 16th, 2021 by my generous supporters on my pay-to-write sites. Be sure to PM me if you either want a story written or wish to see chapters earlier!

Conquering the Queen

Deep within the underground caves of the Hayseed Swamps, various Changeling drones quickly kneeled as their Queen strutted past them. Flash Sentry, her newest catch, obediently followed her with his eyes tinted green and glazed over, as well a blissful, loving smile, completely oblivious to the danger he was in.

Chrysalis could only smirk as she arrived at her throne room, snapping her fingers to summon her general. Less than a second later, a particular Changeling clad in deep green armor with black swirls hovered towards her.

In contrast to the other Changelings, this one had blueish-violet eyes, a red finned crest that ran down the back of his head as well as a similar colored tail, and translucent blueish-violet wings. "Welcome back, my Queen." He greeted his Queen, bowing his head in respect. "I can assume your mission was a success?"

"Indeed it was, General Pharynx. I am pleased to announce that Princess Twilight Sparkle is no more, having met her end at my own hands, and I even took her precious lover as a spoil of war~" Chrysalis smiled sadisticly, recalling the Alicorn's devastated expression as her lover had been raped and brainwashed right in front of her. The Changeling Queen then turned her attention to the brainwashed Pegasus, cupping his chin as she licked her lips "And I must say, his love is quite potent, such strength, such loyalty, such dedication and eagerness to protect the innocent. And yet... so weak. Unable to protect his beloved Princess in her greatest time of need..." She added in a mockingly remorseful tone as the Stallion simply stood there, smiling blissfully in her presence.

Pharynx narrowed his eyes at the sight of the Pegasus Guard, but said nothing as his Queen turned her attention back to him. "Now the Pharynx, have all of my soldiers gather in the throne room in approximately one hour." Chrysalis commanded as she exited the room, her brainwashed Stallion following obediently. "Once I've finished draining this Stallion, we'll begin our plan to infiltrate and take over Ponyville..."

As the Queen left with Flash in tow however, Pharynx watched the two with an almost heated gaze. "Of course, my Queen..."

Queen Chrysalis made her way into a more cavernous chamber in which various empty cocoons were scattered about, some were on the floor, while others were attached to the walls and ceiling. And at the very center of the room was a large bed covered with cloth, both the blankets, pillows and sheets of the bed being covered in various shades of green. At the very end of the bed, sat a figure bound and tied, her eyes closed and her chest gently

This was the Queen's personal feeding chamber, where she ravaged and drained the love of her more prized victims before cocooning them for later.

Upon reaching the center, Chrysalis’ horn glowed green as she levitated Flash to the edge of her bed, smirking as tendrils of green goo erupted from the ground, slithering around his suspended body like snakes, engulfing his body in a translucent, greenish layer of goo.

Focusing on his flaccid stallionhood, the Changeling made sure to create an opening that allowed it to slip through while leaving the rest of his body encased in the cocoon.

"I'm going to enjoy draining you for months, Flash Sentry..." Chrysalis chuckled to herself as she gave his cock a gentle flick, watching it grow hard again as Flash's eyes twitching as he rested in the cocoon. "And once I've drained you to the point where you're nothing but an empty husk I'll..."

Before the Changeling Queen could finish her sentence, a lavender aura engulfed the room, conjuring up a solid shield of purple magic that blocked all senses from entering the chamber. Then before the Queen had a chance to react, a bolt of magic struck her from behind, slamming her against the wall of her own room.

Fading in and out of consciousness, Chrysalis watched as a figure stood over her with pure rage in their eyes. "Greetings, Queen Chrysalis." A familiar voice said.

"Ph-Pharynx...?" She gasped out in a strained voice. "Is that you?"

"Not quite..." "Pharynx" smirked before his body was engulfed in emerald flames, revealing none other than Princess Twilight Sparkle herself.

"H-H-How...?" Were the only words the Queen could utter as she passed out.

"Consider yourself dethroned." Princess Twilight replied with an evil glint in her eyes.

Flash Sentry groaned as he came to, his head spinning as he found himself resting on a soft surface. "Ugh... what a night..." He mumbled, as he opened his eyes and glanced around, realizing that he was in some sort of cocoon in front of a bed. "whuh... where... where am !...?"

"It's ok Flash, you're safe now..." He heard a familiar voice whisper to him.

Looking to his right, Flash saw his marefriend right next to him, her horn glowing as she levitated him out of the cocoon and onto the bed. "Tw-Twilight? What happened? Where are we?" He asked nervously… only to notice he was covered in some sort of slime. "…and why am I dripping with goo-huh?" Flash asked, only for the Alicorn to wrap her arms around him, burying her face into his chest.

"Don't worry Flash, you're safe now..." Twilight replied, sniffling as tears erupted from her eyes, a brief moment passed as she looked up at him with pure despair in her eyes, using her magic to peel away the slime that was covering him. "I'm so sorry, I never meant for this to happen."

"Twi…" Flash began with a gentle tone as he stared into her eyes. "Please... just tell me what happened." He said, giving her a warm, comforting smile as his marefriend took a few deep breaths and calmed down.

"It… it was the Changeling Queen… s-she… she struck me down, suppressed my magic, tied me up, took my form and… and…" Twilight replied as she picked away more of the goo, only to break down and start crying again. "…she… she put you under her spell and… and raped you right in front of me!!"

Flash felt his stomach turn upon hearing that. He felt like retching as he heard the pony's sobs continue, before feeling himself slowly become numb as the thought of the Changeling Queen's despicable actions weighed heavy on him. memories of their shared moments of intimate passion now tainted by her actions. "She… she was… s-she used me… she… what else did she do?!" Flash asked in pure rage, clenching his fists as he felt tears start to roll down his own cheeks.

"Oh Flash..." Twilight sobbed, holding her lover in her arms. "She made me watch as she fucked you wearing my face! And then when she was done with you she set fire to the villa... I just barely escaped with my life..." Tears continued to stream down the Alicorn's face, as her voice gradually became shakier with every breath. "...but I was too late to save you..."

Flash looked down at his marefriend as she weeped in his arms. What Twilight had revealed to him was both terrible and very difficult to process. She'd been forced to watch him being rapes... by a creature that wanted to use him for some sick and twisted revenge. "Twi I... I... I'm so sorry!" He shuddered, hugging her closer.

Twilight sniffled before leaning in to him. "W-Why are you apologizing? I'm the one who should be apologizing!" She said as she looked up at him. "I'm the one who couldn't save you when I should have...I should have been stronger!" She confessed, tears streaming down her face. "And because of that... we almost lost our chance at a future together..."

"No, it was because of her..." Flash interrupted, glaring at the unconscious Queen with pure hatred. "She put you through this... she ruined our practice honeymoon… she raped me and almost killed you!" He said, anger coming out of his every pore as he continued. "That bitch made you endure all this for the sole purpose of petty revenge..."

Twilight narrowed her eyes before nodding in response. "You... you're right... and she'll pay for all of it... but first..." She smiled, giving him a passionate kiss as she wrapped her wings around her lover. "We need to deal with her..." She added, now glaring at the Changeling Queen, who still lay unconscious on the floor. "...and I think I know the perfect way to deal with her… and get some well-deserved payback…"

"Ugh… wh-whuh…?" Chrysalis groaned as she slowly regained her senses. She attempted to move, but found herself unable to so much as budge her limbs, glancing to her side Chrysalis realized that she'd been placed inside one of her own cocoons. "Where... where am I?"

"Good morning Chrysalis." A familiar voice chuckled. Looking upwards, Queen Chrysalis saw none other than Twilight Sparkle hovering over her. But... something felt different.

Chrysalis’ expression shifted from anger to pure terror as she realized Twilight’s voice had been distorted by a familiar of buzzing undertone, and as Chrysalis’ vision cleared she could see that Twilight was now taller, her feathered wings were now translucent insectoid wings almost resembling a butterfly’s, and her smooth coat was now a dark lavender exoskeleton. Her mane and tail were mostly the same save for the darker tint, her horn was curved and twice the length, and her eyes were slitted and bright lavender.

The Alicorn had transformed herself into a Changeling Queen.

"Wh-what...?" Chrysalis stammered in confusion, staring at the towering form hovering over her.

"A special spell I once used to turn me and my friends into Breezies." Twilight explained as she paced around her cocoon. "I thought it would be fitting to use it to not only turn myself into a Changeling Queen, but also... well..." She added before giving her captive a fanged smile.

"What... what have you done to me!?" Chrysalis snarled, her voice now filled with both fear and hatred.

"Well... it's best that you see for yourself.'' Twilight chuckled as she summoned a mirror right in front of the Changeling Queen.. and the Queen's eyes widened in horror as she realized exactly what the Princess had done. Her horn was shorter. Heck, her entire body was shorter. Her breasts had seemingly shrunk several sizes, her hips were no longer as curvaceous as before, and her eyes were now blueish-green and lacked pupils.

Twilight hadn't just changed herself into a Queen, she had changed Chrysalis into a drone.

For the first time in her life, Chrysalis found herself too petrified, too terrified to even utter a word.

"So, like the new look?" Twilight smirked, tilting the mirror to the side as she admired her new form, shaking her hips in amusement before fondling her own breasts. "I have to say, I'm loving the extra curves this gave me!" She added before levitating the mirror to the side.

"I certainly don't mind." Flash added, getting both Twilight and Chrysalis' attention as he walked up behind her and gave his lover a playful kiss on her cheek. "I love the curves, Twilight, I mean your hips, your waist, your… everything." The Pegasus cooed, casually groping her rear as Twilight turned her head and returned the kiss with one of her own. "I hope you don't mind, Chrysalis. We'll be "borrowing" your chambers for our practice honeymoon… that you ruined." He added as their lips parted, glaring at the former Queen with a glint of devilish joy.

"And I'd do it again in a heartbeat you bastard!" Chrysalis snapped, gritting her teeth in pure anger as she struggled within her cocoon, refusing to accept that she was de-powered and completely at the Alicorn's mercy. "And if you arrogant ponies think simply capturing me turning into a Queen will be enough to escape my hive, you're sorely mistaken!” She snarled, her voice becoming noticeably weaker as she struggled to free herself.

"Of course we knew it wouldn't be that easy." Twilight smirked as she leaned forward and pinched Chrysalis' cheek mockingly... before grinning maliciously. "After all, why do you think I specifically chose to transform myself into a Queen in the first place?" She asked before giving the former Queen a flick in the nose before levitating some goo from the cocoon and shoving it into Chrysalis's mouth, effectively gagging her.

"Was hoping you'd do that, her screaming would've killed the mood." Flash chuckled as he and Twilight made their way to the bed at the center of the chamber. "So… are you feeling OK? I mean, did you get… all of her powers?"

"Yes, I took her powers entirely. And not just that..." Twilight mused with a smile as she crawled onto the bed, beckoning her lover closer with a "come hither" gesture. "I can be anything you desire, Flashy~" The new Changeling Queen purred seductively as her lover approached her, her horn glowing as her body was suddenly bathed in hot pink flames for a few seconds… once the flames vanished, Flash could see that Twilight's body almost looked like her normal self, but her coat was a deeper shade of purple, her fingernails were longer, almost like talons, her eyes glowed a deep crimson, and her normally feathered wings now resembled those of a bat.

"I can be a Bat Pony~" She cooed, seductively licking her sharp, curved fangs. "Or…" Twilight began as her body was engulfed in flames once again, Flash suddenly found herself looking upwards as Twilight now stood at least a head taller than him, her body now covered in scales, with an underbelly that was a lighter shade of lavender, her name had become several multi-colored spikes that went down her back, her tail seemed more reptilian and her wings were much larger.

"…I can be a Dragon." She added, giving him a fanged smile, her long tongue slithering out of her mouth like a Snake as she leaned down towards Flash and gave him a passionate kiss. Flash shuddered as her tongue wrapped around his own, the two of them swapping saliva as his erection twitched in anticipation.

After a moment Twilight pulled away as the flames engulfed Twilight once more, and in the Alicorn's place was an older version of herself wearing an armored helmet in varying shades of purple, the edges of her wings adorned with matching armor, a jet black necklace with a pink gem in the center. Her coat and mane had darkened considerably, her breasts were big enough for the stallion to nestle his head between them, her hips were a lot wider, and her mane had become a long, sparkly, translucent mass of hair, waving gently in the breeze.

"I could even let my "Nightmare" side run wide~" She cooed, her slitted pupils gazing down at him with an almost predatory look as she grabbed the stallion’s wrists and pulled his hands up to her round, lavender, and soft breasts. The Pegasus instinctively started to squeeze and play with her boobs, licking his lips almost involuntarily as the Changeling Queen’s lavender eyes scanned over Flash’s toned chest. “Mmm~ wouldn’t want you to feel left out~” She purred, leaning down towards his neck and running her tongue up and down his neck as she pressed up against her lover’s well-toned chest. "So, which form would you like me to take first, love?" Twilight asked with a soft, seductive smile, kissing him lightly on the lips as he massaged her breasts.

Flash sighed, relaxing in the warm embrace of his lover and giving her a gentle smile as she changed back to her Changeling form. "Honestly, I love you just the way you are."

Twilight noticed Chrysalis rolling her eyes while mumbling what sounded like "Gag me!", but she paid it no mind. "Oh Flash, you're so sweet~" She sighed as she leaned in to give him a kiss… and then flicked him on the nose. "Now quit frontin', I've got shapeshifting powers and I've seen some of your old magazines, naughty boy~"

Flash inhaled deeply and closed his eyes, thinking for a moment before finally deciding. "…Gilda."

Twilight blinked in confusion. “The Griffon? Really?”

“Yup.” He responded, giving her a sheepish grin. "I can't help it, that muscular body of hers is really something." Flash playfully added.

"Well, if you insist~" Twilight grinned, the Changeling Queen's horn glowing as she was engulfed in hot pink flames for a few seconds. Said flames eventually died down, revealing the Griffon in question. "Didn't expect a Royal Guard to be such a softy." She scoffed, her voice shifting to a more gruff tone. "Though you've got spunk, I'll give you that. And your "weapon" ain't that bad either…" The “Griffin” teased, her fiery eyes alight with playful amusement as she glanced down at his stallionhood. "…but let's see if you can actually know how to use it~"

Flash held back a chuckle. 'Well, she's definitely gotten her cocky attitude right.' He thought in amusement as she stood up with legs to spread apart, her pussy now fully on display for the Stallion. Her lion tail flickered as the scent of her cunt wafted through the air, a soft hint of musk and arousal tickling his nose as he took in her muscular yet voluptuous appearance.

"Well? What are you waiting for?" Gilda snapped in an annoyed tone. “Hurry up and start licking.”

Flash simply smirked before leaning in to lick "Gilda’s" pussy…

"Oh no ya don’t, dweeb." He heard the Griffin scoff as she pressed her paw against the right side of his face. The stallion blinked in confusion, his blue eyes traveling up to meet with her amber ones. "Did I tell you to "eat me out"?" Gilda asked, arching a brow as she pushed his head back a little, her toes curling against his face. "No, I told you to start licking, punk!”

"I’m sorry, mistress…" Flash quickly apologized, doing his best to maintain eye-contact with the Griffin despite her paw being pressed firmly against half of his face. Turning his face to the side, his tongue slipped free from his lips and he quickly started licking Gilda's pink paw pads, all the while his stallionhood twitched in anticipation.

Gilda couldn't help but laugh as she watched the Stallion licking her paw. "Oh-ho-hooo man, you really have no shame, do ya!?" She snarked with an arrogant smile, which Flash had to admit was oddly arousing to see, a bright red blush appearing on his cheeks as he kept licking Gilda’s paw. "Wow dweeb, you're really eager for a taste of my cunt, huh?" The Griffin mused in a satisfied tone… only to be engulfed in pink flames once more. "…well that privilege is earned, not given!" A new, yet familiar voice commented, causing the Pegaus' eyes to widen. Looking up, Flash saw that instead of Gilda, Tempest Shadow now stood over him, her broken horn crackling menacingly. "Show me that you have what it takes to join the Storm Armada!"

“Y-Yesh ma’am!” Flash gulped in fear as he kept licking, dragging his tongue up and down Tempest's foot and lathering it with his saliva. "I-I-I'll do my best!"

The Unicorn smirked as she glared down at him with her blazing opal eyes, licking her lips at the sight of his semi-erect stallionhood twitching and pulsing between his legs, the veins pulsing with every heartbeat. "Hmmm... looks like you could use some endurance training as well..." The Unicorn teased as she pulled her foot away from his mouth and brought it down to his cock, slowly and gently tracing her toes up and down his shaft before spreading them apart and wedging Flash’s cock in between them. "Do you want to cum on my feet, maggot?" Tempest cooed, biting her lower lip as she moved her soft foot up and down his throbbing member, spreading his own saliva across it.

Flash shivered as his cock tip was toyed with and simply nodded his head. "Y-Y-Yes ma'am!" The stallion stammered, keeping his eyes glued to the orbs glaring down at him as he started bucking his hips.

Tempest smiled coyly at the stallion, her ruby horn flickering as she slid her foot down to his balls and gently caressed them. "Go ahead then, cum. Cum for me, you pathetic little foal." She chided, her voice sending an array of shivers down the stallion’s spine as she continued to toy with him.

Hearing his disguised lover demand that he cum for her while she stroked his dick with her foot quickly sent him over the edge. “Y-Y-Yes mistress–Hrrkk!” As his breathing became erratic, Flash’s cock began to pulse rapidly before shooting a sticky white stream of cum from the tip in random spurts. The movements of Tempest’s foot ceased as her lover’s thick seed spilled all over her toes, some of it trickling down the sides and onto the sheets.

“Good boy…” Tempest purred as she curled her toes, gently sliding her foot up the length of his shaft one last time just to tease him, causing Flash to let out a soft groan as her foot collected the remaining cum on his shaft. The Unicorn then pulled her foot away from his cock and held it up in front of him, dripping with both his saliva and cum. “I must say, with a little more training I might just let you pleasure me yourself. Then you can prove to me that you're worth keeping around!"

Chrysalis could hardly believe what she had just witnessed! These two ponies had not only de-powered and imprisoned her, but now they were straight-up having sex right in front of her!

'Arrogant, lowlife, little bastards!' She thought to herself angrily as she desperately struggled to pull herself free. 'How dare they! In my own chambers no less!!' Snarling as best as she could with a mouth coated with goo, the former Queen focused the little amount of magic she had into her horn. 'I will not be subjected to this humiliation! I just have to contact the rest of the Hive..' She thought as she tried to tap into the Changeling Hivemind, hoping to call her drones to rescue her. ‘My Hive! I’ve been captured by these intruders! Your Queen demands-’

Chrysalis was suddenly greeted by the sight of blonde, derpy-eyed Pegasus on top of a stallion with an hourglass cutie mark. "Mmm, oh Time Turner~" The mare moaned as she straddled him, grinding her marehood against his cock. "I've wanted to feel you inside me for sooo long~" She cooed as she rocked her hips back and forth, the Pegasus' movements earning a happy groan of pleasure from the stallion underneath her.

The former Queen gasped in surprise, shaking her head as the vision ended. 'What in Equestria was that!?' She thought, gritting her teeth in anger as the sounds of Flash passionately making out with “Tempest” drew her attention. The Unicorn glanced at her with a coy smirk as she slipped her tongue between the Pegasus' lips, her hands running up his chest and squeezing his muscular shoulders.

'I don't know what she's doing, but I will surpass whatever spell she’s placed on me!' She thought as her horn started to glow and she relaxed her mind, attempting to tap into the hive mind once more…

Chrysalis' ears were assaulted by wet sucking noises as another vision came into view.

A rainbow-maned Pegasus was kneeling before a Wonderbolt stallion, her head bobbing up and down as she eagerly sucked him off. Her left hand wandered between her legs as she started working her fingers in and out of her slick, wet pussy.

"D-Damn Dash, never thought you'd be this enthusiastic about endurance training!" The Wonderbolt hunted, his hip shivering as the mare moaned around his cock…

Chrysalis quickly severed the connection before was forced to witness any more, just what in Tartarus was going on!? Why was she seeing all these… perverse images?! She was tempted to try again, but balked at the possibility of another more perverse scene playing out in her head.

"You haven’t figured it out yet, have you?"

Chrysalis froze as her eyes met Twilight's grinning face.

"You see Chrysalis, this is why I transformed myself into a Queen…"

Chrysalis could feel the Alicorn's voice inside her head, her more viscous tone sending shivers down her spine.

"I know about the Hivemind,and I know that you need an immense amount of magic to properly control it… you can thank Thorax for that… and of course, I have more than enough magic for that."

The former Queen snarled at the thought of that traitor, but Twilight simply chuckles as she slowly transformed into Applejack before pushing Flash onto his back. Sinking to her knees she positioned herself over her lover’s head, straddling his face and pressing her marehood against his muzzle.

All the while keeping eye contact with the former Queen.

"And now, thanks to you having all your drones gather in the throne room, I can simply have them obey my demands with a simple thought. Like say, force them to have a mass orgy while in their disguises?”

Terror gripped Chrysalis' heart as Twilight's voice echoed through her mind, her body trembling in fear. And even worse, she could feel Twilight's mental manipulation practically engulfing her mind, making it virtually impossible to resist her every command.

"No! You… you can't do this! I… I don't want-AHHHH!" She gasped as her entire body was engulfed by a powerful wave of lustful energy, causing the former Queen to nearly black out as her mind was forced to endure more visions.

She could see it all, her servants making out, all of them in various disguises to add even more passion to the orgy as they lustfully kissed one another, moaning in pleasure as they groaped each other, sucked off, ate out, or simply just fucked each other's brains out.

All this lust… and no matter how hard she struggled, she couldn't stop it from entering her body.

“This is your punishment, Chrysalis. To be forced to witness every second of this lovely orgy… and unable to pleasure yourself, I'll pump every bit of lustful energy unto you to the point where you'll be begging for the agony to end!"

Back on the bed, "Applejack'' pressed her marehood right up against Flash's lips. "Com'on sugarcube, we both know ya'll are itchin' fer a taste of mah apple pie~'' She cooed, shivering as his lips rubbed up against her clit while the Pegasus breathed in her scent.“Hurry up and dig in~"

Flash immediately stuck his tongue between the Earth Pony's nether lips, caressing her hot pussy with his tongue as Applejack moaned loudly, her back arching as the sensations shot through her body. "AHHH! Mmph! OOOhh yeah!" She gasped as she pressed her marehood against Flash's muzzle as the stallion's tongue aggressively flicked around her clit, causing her body to shiver wildly in delight. "Oooh! Y-yer doin' great, sugarcube!" Applejack moaned as she started bucking her hips, her entire body quaking with desire as she gazed into Flash's eyes. "Yer a natural, Flash!"

The Pegasus simply kept licking her marehood, his tongue pushing deeper into her slit and stroked her inner walls. Applejack's moans only grew in volume as her body continued to quiver, her eyes closing as her head started to spin. "Mmmmmm! Flash, yer tongue is… oohhh yeeeeah~!" She gasped as she rocked her hips faster and faster, feeling wave after wave of pleasure wash over her body as the stallion's tongue slipped deeper into her pussy, almost completely burying itself inside Applejack's nether lips. The Earth Pony's legs started shaking as she felt her lover’s lip rubbing against her clit as he eagerly slurped and licked every inch of her slit, sending jolts of ecstasy through her body as her body bucked violently against Flash’s mouth. "AAAaahh! Flash! Ooh, yer doin' wonderful, sugarcube~!" Applejack gasped in pure bliss, closing her eyes and throwing her head back as her body continued to convulse.

Pleased by her reaction, Flash started suckling on her clit, teasing it with the tip of his tongue, causing her entire body to shake in pleasure as her moans grew in volume and her body spasmed. "W-wait-mmmph! Aaagh!" Applejack moaned as her hips bucked once again, her entire body shaking as Flash breathed in her intoxicating scent, ignoring the mare's cries for him to stop and just keep going. "Y-yessss, yer makin' me feel so… aaahhh!" The farmpony continued to moan as she tilted her hips up, forcing Flash's tongue deeper into her hole as the Pegasus continued to suck and lick every inch of her marehood, driving her crazy with lust as she quivered in absolute pleasure.

"D-don't st-stop…" The farmpony gasped as her whole body started trembling, the mind-shattering pleasure that was building up within her loins suddenly overtaking her body. The closer she came to her climax, the more intense her movements became as she continued to spasm against Flash's mouth. "Please… don't stop… Ah… Ah'm c-cummin'!" Flash soon felt Applejack's body tense up as her pussy quivered around his tongue, her entire body shuddering violently as her back arched and her eyes rolling back. The Pegasus then felt her lower body shaking on top of him as a gush of her pleasure nectar hit his tongue,

Flash soon felt Applejack's body tense up as her pussy quivered around his tongue, her entire body shuddering violently as her back arched and her eyes rolling back. The Pegasus then felt her lower body shaking on top of him as a gush of her pleasure nectar hit his tongue, coating it with the warm fluid as he swallowed and licked up every drop that he could possibly could, not leaving one crevice along the Earth Pony’s love tunnel unattended. Applejack continued to squirm atop him, her lower body shaking as the last of her pleasure juices flowed out of her, the mare succumbing to the blissful pleasure." AHh… Flash, y-y-yer a... a natural…" Applejack sighed, her body still trembling from such a powerful climax.

Giving his lover a few seconds to recover, Flash gently licked her marehood clean. "So, didja enjoy yourself, sugarcube?" He smirked, mimicking her accent as the Earth Pony fell to the side, breathing heavily with a satisfied smile on her face, basking in the afterglow of her orgasm.

"Heh... cute... but don't think ah'm done... just yet..." Applejack chuckled between breaths as her mind began to clear. "Besides, Ah owe ya fer that wonderful tongue action..." She smirked as her body was engulfed in pink flames yet again, forcing Flash to cover his eyes as he sat up... and as his vision cleared, he found himself staring at none other than Dragon lord Ember herself.

“I must admit, I was skeptical when you of all Ponies were chosen as Equestria’s Ambassador…” The Dragoness cooed as she rolled onto her stomach and started crawling towards the Peaasus, her eyes locked on to his stallionhood, which was currently at half-mast. “...but if you’re this well-hung, I think we can reach an agreement of some sort…”

Flash shivered as Ember's long, serpentine tongue slither out from between her lips and slowly licked along the underside of his shaft. "W-Well ma'am, I'm looking forward to our n-n-negotiations..." he stammered as she licked his shaft slowly from the base up to the tip, teasing him with her tongue as it danced along his shaft.

"Then you'll love this~" Ember grinned as she began to wrap her tongue around his throbbing stallionhood, which began to twitch and lengthen within its tender, yet comfortably firm grasp.

"OOoohh f-f-fuuuuck..." The Pegasus groaned as he felt the Dragoness' warm tongue wrap around his cock at least twice, three-no-four times before tightening around the Pegasus' shaft, sending wave after wave blissful sensations through his body and making him gasp in pleasure as nearly his entire length was cocooned by her tongue.

Letting out a playful giggle, Ember proceeded to stroke his cock with her tongue cocoon, sliding it up and down on Flash's dick. "M-Man that feels... weird. Ugh, I m-mean... it's not bad weird, it's j-j-just... aahhh." The Pegasus sighed, his heart pounding with excitement as his dick pulsed within her tongue's grasp.

The Dragoness grinned slyly as she continued stroking his shaft, the Pegasus hissing in pleasure as the tip of the Dragoness' tongue flicked the underside of his balls before slowly sucking his cock into her mouth, eagerly swallowing his entire length. "Ooohhhh f-f-f-fuck…" Flash groaned as his lover tightened her tongue around his stallionhood, pulling his length down her throat as a rather noticeable bulge in her neck became visible.

Ember then proceeded to pull her head back to the point where only the tip of his shaft was in her mouth, the rest of it remaining in her tongue's grasp, and them pushed his length down her throat once more, the bulge on her neck becoming much bigger as Flash's shaft was pushed halfway down her throat, throbbing harder and harder. It wasn't long before the Dragoness began bobbing her head up and down on his cock, the bulge moving up and down her neck while the tip of her tongue teased and tickled his balls, practically coating them with her saliva before worming it's way between his asscheeks and licking his anus as well.

All the while the Dragon Lord stared up at her lover with a ravenous gaze, knowing he wasn’t far from his second climax.

"F-Fuck, oohh f-f-fuck that's amazing…" The Pegasus grunted bucking his hips frantically as dollops of pre-cum dribbled from the tip of his stallionhood, the almost maddening sensations leaving him teetering on the edge. "Twi-Ember! I… I need t-to… I'm gonna…!!" Before he'd made a conscious decision, Flash's hands suddenly moved on their own, grabbing the Dragon Lord's horns and yanking her down hard as he pushed his hips forward.

"Mmph!?" Ember grunted as her eyes widened and rolled back into her head, her throat bulging as Flash buried his shaft right up to the hilt.

Shuddering at her lover's sudden and abrupt roughness, the Dragoness' overextended tongue loosened and her wings sprang open as she moaned around his thrusting cock. With each frantic thrust her form was repeatedly bathed in pink flames as shifted back to Twilight, then back to Ember, and then into a Draconic version of Twilight.

Meanwhile, the former Queen continued her vain attempts to escape, struggling violently in her cocoon prison. And yet as she struggled she could still feel her connection to the hivemind being forcibly activated. It was like an ocean of lust slowly consuming her, driving her insane with desire as her nether regions burned with pure lust… and her unable to much as rub her legs together to alleviate the feeling.

'I have to focus…' Chrysalis thought as a weak spark of magic erupted from her horn. '…if I could just call upon just one of them I could-'

"Ah-ah-ah~" Twilight's voice interrupted as another wave of lust poured into the former Queen's body, causing her loins to heat up. “You shouldn’t interrupt their fun, but if you really wanna see how fun they’re having…“

Chrysalis' eyes widened in terror as her body started spasming uncontrollably. NO! NO DON’T-'

"Oooh yes! Ahh! F-Fuck me harder!!" A white-coated Unicorn with purple mane cried out in pleasure as she leaned against the wall for support. Behind her was a rather large purple Dragon with green spikes, his claws holding on to her slender waist as he slammed his shaft in and out of her pussy at an alarmingly fast pace.

"Fuck me! Fuck me harder! Use me as your personal cum dump! Oh, f-fuuuck yes!" She cried out passionately her eyes widening before rolling back as the Dragon continued to fuck her…

Chrysalis gasped as the vision ended, the lust-fueled torture leaving her panting and writhing as she struggled to gather her thoughts. 'I... I c-c-can't surrender... I w-won't s-surrender!' She thought to herself, desperately to ignore her more lustful urges as her womanhood began to throb.

"I do hope you don't, otherwise my revenge would be rather short-lived." Twilight's voice responded within her mind, prompting the former Queen to glare at her as the new Queen was violently deep-throated by her lover.

Twilight shifted back to her "natural" form as Flash continued thrusting with near manic desire. Her long tongue receded as stallion's cock was pumped in and out of her throat, shuddering in delight as she relished the feeling of being face-fucked so violently as Flash kept a firm grip on both sides of her face.

He was close, she could feel it.

Despite gagging a little, she kept sucking, licking along the bottom of his shaft as she wrapped her arms around his waist and tightly gripped his buttcheeks, pulling him in closer. Flash grunted in surprise but didn't loosen his grip or slow down his thrusts. "Gonna-ooohh! Oh my Celestia, you are so fucking good-uggh!!" He gasped as he held tightly on to Twilight's head and slammed his hips against her face.

"Mmmmph..." Twilight moaned, relaxing her throat slightly as she bobbed her head faster and faster, as if determined to take all of his cock as he came. The Changeling Queen then gave a guttural roar as she felt her stallion's dick begin to pulsate and jerk as he finally erupted deep inside her throat. "Hhrrkk, gulkk, grrkk!!!" She gagged as thick ropes of cum shot out from her lover's stallionhood. Drunk with lust, she eagerly swallowed as much of his seed as she could, with some of it dripping down her chin and onto the bed sheets.

Flash eventually let out a satisfied sigh as his cock began to soften. Despite this however, Twilight kept licking, slowly cleaning it off as it slipped out of her mouth, leaving a strand of saliva and cum connecting her to the tip of his shaft.

"Oooh… sweet Celestia…" Flash sighed as he fell onto his back, panting as if he'd just ran a marathon as his lover ran her tongue up the underside of his shaft, savoring the last drops of his seed as it leaked from the tip of his now limp stallionhood.

"Well, if you must invoke her name…" He heard Twilight chuckle, her voice becoming distorted as her body was bathed in flames yet again. Flash could only tilt his head to the side as his lover's form shifted to none other than that of Princess Celestia herself. "…I suppose this would be the most appropriate time~" The Sun Princess cooed as she towered over the stallion, gazing down at him as she seductively ran her hands underneath her heavy breasts. "So many of my Royal Guards have fantasized about the warm embrace of my breasts… and now you get them all to yourself~" The Alicorn giggled as her horn began to glow, her magic aura surrounding Flash's limp stallionhood as she lifted her boobs and spread them apart invitingly.

"P-Princess… pl-please… I j-just came-ooohh~!" Flash gasped as his shaft guided between her tits, groaning as the Princess slowly and gently closed her soft yet massive tits around his cock. "…I-I need… n-n-need to rest…" The Pegasus moaned as he felt the warmth and softness of her breasts practically smothering his shaft, unable to stop his hips from bucking on pure instinct.

"Oh, you don't have to worry about that~" Celestia cooed as her horn began to glow. Her magic aura engulfed her own breasts and squished them together, slowly moving them up and down while gently sliding his slowly hardening length between her tits. "Just relax, Flash. This next spell will give you the energy you need~" The Princess added with a perverse glint in her eyes as she moved her now-free hands down to softly cup Flash’s balls, her fingers brushing against the tender skin as she gently massaged them and gave them a playful squeeze. "There's no need to be so tense, sweetie. Just relax, enjoy the ride… and let your Princess do all the work~"

"Mmm… s-so soft…" The Pegasus sighed, relaxing as he felt her soft cleavage running along his stallionhood. A comforting warmth spread from his loins as his cock continued to grow, each stroke and squeeze sending a pulse of energy through his entire body while his shaft continued to rise.

"Mmhmhm, you can feel your energy returning, can't you~?" Celestia whispered as she used her magic to playfully spread her breasts apart, revealing his gradually hardening length twitching right in the middle of her deep cavern before she squished them back together again. "This spell was made just for you, love. And these big girls were made to bring you to the very apex of pleasure~" The Alicorn explained, running her hands gently along the surface of his soft balls and giving them a gentle caress in between squeezes.

With each passing moment, Flash's hips instinctively thrust upwards, getting even harder with stroke as Celestia gently squeezed and massaged her tits around his shaft. "Mmm mother of Faust… this… f-feels incredible!" He sighed as the Princess lovingly bounced her breasts up and down, occasionally allowing the very tip of his cock to poke out just a few inches underneath her chin.

"Oh ho ho, there we go~" Celestia giggled, glancing at the head of her lover's erect shaft right before her cleavage swallowed up his entire length yet again. "Oh my~, so this is what my student gets to enjoy all the time? Mmm Twilight picked a good one, didn't she?" She cooed, licking her lips as his cock throbbed within the soft embrace of her cleavage.

Celestia eventually stopped pumping and let Flash’s cock spring free from her breasts, leaving it pointing right at the ceiling and twitching excitedly, each little spasm followed by him squirting out another few drops of precum. "I'd say you now have more than enough energy for one more round, wouldn't you~?" The Sun Princess cooed as her body was bathed in pink flames once more.

"Heh, anything for you, my Princess-" He began as he sat back up, but the moment the flames disappeared, he found himself face-to-face with none other than Queen Novo.

"I think you mean "my Queen"~" The "Seapony" chuckled, her long, finned tail playfully wound its way around his stomach before pulling the Pegasus closer with lifting him off the bed, positioning his throbbing stallionhood mere inches away from her muzzle. "Mmm, I do so love sampling the local cuisine whenever I visit Equestria~" The Queen cooed, kissing the tip of his shaft and sending shivers down Flash's spine as a low moan escaped his lips.

Queen Novo didn't stop there however, as she lowered her lover down onto the bed, she started planting kisses across his chest, making her way up the left side of his neck before reaching the side of his jaw. "Shame that we're not underwater, then I'd really be able to show you a good time~" The Seapony whispered seductively as her webbed left hand slid behind his neck and her right gently grasped his shaft. She then continued kissing her down his jaw to his chin, her right hand then gave his cock a firm squeeze, earning a groan of pleasure from the Pegasus.

And at that very moment, Flash's moan was cut off as Novo locked lips with him, her tongue sliding into his mouth as she pulled him closer, pressing her breasts against his chest and pulling him into a deep, passionate kiss. The Pegasus offered up no resistance, letting the Queen's slender tongue slither into his mouth, hungrily caressing his own while tasting every part of his mouth it could reach.

As they made out, Flash slid his hands around her back, gently running his hands across the top fin in the middle of her back. He then slid both hands down toward her rear, the feeling of soft flesh at her hips suddenly changing to smooth scales as he took a firm grasp of her buttocks, prompting the Queen to moan into his mouth as she continued to stroke his stallionhood. It wasn't long until the Pegasus began to rock his hips in response, his waiting shaft throbbing with the desire to be buried inside his lover once more.

"Mmm, getting a little more forward, are we?" Novo purred as she broke the kiss, smiling at Flash with half-lidded eyes as she laid back while pulling him on top of her.

"With a body like yours, can you really blame me?" The Pegasus chuckled as his left hand slipped away from her rear and up to her marehood. His fingers gently rubbing against her nether lips, causing the Seapony to gasp softly as she felt her sensitive flesh being teased. "Besides, I think we both know you want this as much as I do…" Flash addsd as he rubbed her slit up and down before digging his fingers in between her lips and spreading them apart, fully exposing the pink flesh of her dripping pussy lips. "…and there lies the proof."

Biting her lip, Novo moved her mouth to his ear and whispered into his ear. "Well then my stallion, I believe it's time for you to fertilize my eggs~" The Queen cooed right before pressing her nether lips against Flash's cock. Both Ponies shuddered in anticipation as the Pegasus' erect stallionhood glided over the Seapony's wet, spread pussy, pulsing and twitching as it was pushed against her wet and waiting entrance. "Now fuck me, and prove you deserve your position as a Royal Guard~"

Smirking, Flash pressed the tip of his shaft right into her slit. "As you wish, my Queen~" He whispered into Novo's ear just as her lower lips parted and his tip slipped inside.

"Aaaah!!" Novo moaned and chewed on her lower lip as she felt her lover's cock finally slide in, rubbing along the Queen's warm and rigid inner walls as her pussy lips tightly gripped his stallionhood, pulling him in deeper and deeper. "Ooohh yeah~"

Back in her cocoon, the former Changeling Queen seethed in rage as she struggled to free herself, to call the hive, to do... anything that would free her from the torment of watching these two lovebirds going at it like rabbits!

'This humiliating! Infuriating!' Chrysalis thought as she struggled, her loins aching for any form of stimulation as wave after wave of lust was pumped into her body. 'I am the Queen of the Changelings! I don't deserve-'

"You deserve all of this, and more..." She heard Twilight's voice echo through her mind. "You took my lover away from me, raped him right in front of me, and left me for DEAD!" Chrysalis winced at her tone, shivering as her body was engulfed in another wave of lust, which came close to overwhelming her mind. "You nearly took everything away from me..." Twilight continued as Chrysalis' horn began to spark. "...so I'll take everything away from you. Your title as Queen, you hive, and most importantly... your mind!"

'N-No! Wait!' She mentally shrieked as she felt herself being forcefully connected to the hivemind once more. 'Not again! Not ag-'

Pure rage suddenly filled her mind as she was suddenly forced to witness Shining Armor pressing his stallionhood against Cadence's muzzle, the Princess of Love wrapping her hands around her lover's shaft as she breathed in his musk before eagerly licking the tip as she gazed up at her lover.

"You know… I have considered giving Flurry Heart a younger sibling…" Shining sighed, giving Cadence a coy smirk as she gently caressed his balls.

"Oh? Eager to see me with another bun in the oven already?" Cadence chuckled lightly, grinning as she gave the tip of his cock another lick while gazing up at her lover. As she ran her tongue along the Unicorn's shaft, she gave his balls an affectionate squeeze, making the Stallion shudder in delight. "Well, if you insist… provided that I get a taste first~"

"No argument there, Princess." Shining replied playfully as his member quickly slipped between Cadence's lips, the Princess taking it in as she ran her tongue along his girthy shaft and pulled his member up and down her throat. She made a gagging sound as she quickly darted her tongue out of the Pegasus's cock and used her forehooves to grip his hips, making a contented purring sound as she worked her way up his length. "Mmm… starting to think you want this more than I do.. "

Cadence gave him a mischievous wink, humming playfully and breathing in his scent as she managed to take a few more inches into her mouth. With a light sucking sound, she began to slowly bob her head up and down his shaft, keeping her eyes locked with the eyes of her handsome stallion.

Chrysalis' eye twitched as she was forced to watch as one of her most hated enemies slowly moved up and down his shaft, eliciting a groan from the stallion. She knew they were just drones acting out the part, but her body didn't seem to care as her womanhood burned with a desperate need to be filled, penetrated, fingered, stimulated, anything!

And it only got worse from there…

"Ooohhh, sweet Celesta!" The Unicorn moaned out as he pushed his cock deeper into her mouth, with the Alicorn's lips forming a lustful smirk around his cock as her left hand cradled his balls and the right began stroking her shaft.

Chrysalis suddenly shivered as a bizarre sensation sent a jolt of pleasure through her body. At first, she was naturally confused… until the feeling of Cadence's tongue gently massaging Shining's cock caused her to instinctively buck her hips!

'No…' She thought. 'No, no, no, no, PLEASE NO!!' The former Queen mentally screamed, it was at that moment that she realized just how far Twilight was willing to go for her revenge, for the spell she had cast not only forced Chrysalis to witness every erotic act her drones were indulging in, but also allowed her to feel every bit of pleasure they expirenced... all without being able to climax.

"Let's see if you still have a gag reflex!" She heard Shining shout as he forced his stallionhood down her throat.

Chrysalis' gritted her teeth as she felt the Princess if Love licking from nearly every angle almost perfectly, as much as the former Queen hated her, she had to admit the Alicorn had skill.

But things didn't stop there, no.

As the Princess continued deepthroating her with absolute ease, hardly even gagging, Shining grabbed both sides of her head and started thrusting in and out of her mouth with an euphoric smile. The former Queen was now writhing in agony, her eyes rolling back as each pump from her non-existent cock brought about a familiar feeling from her loins.

She was close… oh so very, very close…

"Oooh yeah, that's it! I'm almost… I'm gonna…" Shining gasped in pleasure as he thrusted harder, his saliva-lubed cock slipping in and out of Cadence's throat. "Yes! Yes! YES! YEEES!!" The Stallion then let out a long groan and with one final thrust, buried his cock to her further into his lover's throat and orgasmed intensely, letting loose a torrent of cum.

But for Chrysalis, there was no release, no bliss-filled climax… only an empty feeling of envy as she watched the stallion shooting his seed down the mare's throat. To Chrysalis' surprise, she swallowed it all down until her small stomach had a tiny bump from such a large amount, all while panting around his cock until it slipped out of her mouth, now coated in a fine sheen of spit and precum.

"Mother of Celesta that felt good!" Chrysalis heard Shining sigh just as she was brought out of her vision… and forced to witness Twilight and Flash making love… and endure all the phantom jolts of pleasure that came with it.

'NO, NO MORE!! LET ME CUM, JUST LET ME CUM!!!' Chrysalis hissed and groaned through her slime-gag, her ears assaulted by the sickening wet and sloppy noises of Flash's cock as it pumped in and out.

But her mental cries fell on deaf ears…

It wasn't long before Flash found himself almost fully buried inside the Seapony, his stallionhood warm and twitching gently inside his lover's marehood as her inner walls squeezed around it.

"Mmmm, that's it, k-keep going~" Novo purred, letting out a satisfied sigh as she felt his stallionhood pulsing against her rigid walls as it sank into her pussy right down to the base. She could even feel his heart that was beating once his chest pressed up against her breasts. "Aaaah… huhuhu…" The Queen gasped and shuddered, the inner walls of her pussy rippling around Flash's stallionhood as he started bucking his hips, massaging and squeezing with each desperate thrust. "D-d-don't stop! O-ooh, y-y-you're not allowed to s-stop-Ooohh!!"

"I don't plan to… my Queen…" Flash replied, closing his eyes and groaning as he picked up the pace, his shaft easily sliding inside while spreading her warm pussy walls open. "…especially… w-when you're so warm and ti-mmmph!" The Pegasus found himself cut off by Novo's lips pressing against his own. The Seapony's tongue quickly slithered between Flash's lips and right into his mouth, both of them closing their eyes as the Queen explored her lover's mouth, the stallion moaning heavily into the kiss.

"Haaaaah, oh f-fuck…" Flash moaned as his cock slammed in and out of the Seapony's marehood. Novo in turn gasped as she felt his cock fill her and leave her over and over again, his balls slapping against her with each thrust as they continued to make out.

The kiss between the two finally broke, with a string of saliva being all that connected their lips and their tongues hung out of their mouths. "Keep going big boy, whatever happens don't stop!" Novo grunted as she was consumed by pink flames once more…

…but instead of changing into yet another individual, she remained mostly the same… until her mouth shifted into a beak, two massive feathered wings sprouted out of her back, and her long tail unwrapped itself from around Flash's body, splitting into two legs with talons in place of feet, completing her transformation into a Hippogriff. Novo then wrapped her arms and wings around Flash's back and then proceeded to lift her legs and hook them around the stallion's waist, suddenly pulling his hips down and slamming his shaft into her waiting marehood once more. "Mmm, how does it feel, my love?" Novo asked, pressing her forehead against Flash's, brushing her clawed fingers against his cheek.

"S-S-Sooo good~" The stallion groaned in response, the sensation of her warm, velvety walls gliding and clenching around his sensitive cock driving him over the edge as he pulled his stallionhood out as far as he could before slamming it back inside the Hippogriff's depths.

"Aaahhh!!" Novo gasped in pure bliss as her pussy hugged Flash’s smooth cock, keeping her legs wrapped around him as he slid in and out at a faster pace, going faster and faster to the point where It felt like he couldn’t control his hips anymore. "Hmmph, that's it baby! Keep fucking your Queen!"

Meanwhile, Chrysalis' body was spasming non-stop within her cocoon as her body was forced to endure the phantom sensations of pleasure. The former Queen gritting her teeth as she was fucked, fondled, and teased from various angles, all without the joy of a wonderous climax at the end…

Wet slapping noises combined with the two lover's moans and gasps echoed throughout the room as she closed her eyes, unwilling to watch any more… only for her surroundings to suddenly shift and distort as her vision took on a green hue… after a few seconds, Chrysalis saw that she was staring right at Flash Sentry! It didn't take long for her to realize Twilight was using the exact same spell she had used at the villa! Forcing her to see through Twilight's eyes!

This, combined with the various sensations soon caused the Queen to lose her composure even further.

She had to cum!

She needed to cum!

But even as they reached their unified climax, the new Queen wouldn't let her…

"M-My Queen! I'm close… hhhnng s-s-so close!!" Flash groaned between thrusts, and with a few more thrusts, the Pegasus slammed his cock into the Hippogriff one final time, pushing as deep into her as he possibly could before shooting thick ropes of his seed into the Queen.

"Aaaah yeah~!" Novo moaned, shivering as her lover shot load after load of his warm seed into her waiting pussy, his balls pressed hard against the Hippogriff's soft buttcheeks as he emptied himself into her. "Oooh yes, th-that's it! Let it out! Let it all out-OOOHH!?" She gasped, suddenly feeling herself reaching her tipping point as she arched her back, her own blissful climax shooting through her body as her eyes rolled back.

Soon a mixture of both her cum and Flash's cum spurted out of her marehood, soaking her rear, tail, and even the bed they were fucking on as they rode out their orgasm together. And as the Pegasus shot his last rope of cum into the Hippogriff, the Queen finally shifted back to her original form.

With his mouth agape as he gasped and panted, trying to catch his breath, Flash pulled his cock out of Twilight's marehood, allowing every drop of cum he'd emptied into her to spill out from her pussy, pooling messily around her rear.

Not that she minded, a part of her couldn't help but relish the possibility of him impregnating her… but that was a thought for another time.

"Oooh sweet Celestia~" Twilight moaned out as Flash fell to her side, his shaft finally going flacid. "That was incredible… you gave me so much love… mmm, and so much cum~" She added with a sultry chuckle.

"Glad I could… satisfy you…" Flash sighed, brushing his fingers through Twilight’s mane as she turned over to face him with a smile. "I know I don't have as much… stamina as you... especially after you... Uh, transformed, but I’ll try to do better."

Twilight chuckled, leaning over and giving Flash a gentle peck on the lips. "Don't worry about that sweetie, I'm still getting used to this form myself." She replied, gently caressing his cheek as her horn and eyes began to glow.

The Pegasus let out a content sigh as he felt a sudden sense of drowsiness take over his senses, his eyes becoming heavy and tired as his body relaxed. "Tw-Twilight... I-"

"Shhhh... you've been through enough for today..." Twilight cooed, placing a finger on his lips as she cast her spell. "Just rest sweetie... rest..." She whispered, watching as her lover fell into a peaceful slumber...

As soon as she was sure her lover was fast asleep, Twilight turned her attention to the cocooned Changeling, her expression going from kind to furious in seconds. "Now then Chrysalis, where were we~?" She began as she got off the bed and made her way towards the former Queen.

'Enjoy yourself, bitch?' Chrysalis thought, only able to glare at Twilight with unrestrained fury, still unable to move while her loins burned with pure lust.

"Y'know, when I escaped from that burning villa, my first thoughts for revenge were very... well, let's just say you'd be in even more pain than you are right now..." Twilight explained calmly as she paced around her cocoon. "But you need not worry, for despite all you've done to me, there is still a small part of me that knows mercy. As such, you will live…"

Chrysalis' eyes widened in surprise upon hearing this. 'Mercy? HA! This is why you weak ponies will always come up short in the end!' She thought, smirking under her gag. 'You can try to "reform" me all you want, but once I'm free, I'll-'

"…as a broodmare."

The former Queen froze, very sure that her heart might've stopped.

'…what!?'

"If there's one thing you've proven to me, it's that you're too dangerous to be left running around." Twilight continued, her tone becoming more stern and serious as she stared the former Queen right in the eye. "But I feel with enough time spent birthing and nurturing the new hatchlings, you'll be able to learn empathy and eventually live among the new, reformed Changeling hive…"

A sudden realization hit the former Queen like a wrecking ball and she started breathing heavily as Twilight started to shapeshift once again, her marehood quickly shifting into a rather massive stallionhood twice as long as Flash's!

'No… no no no, you wouldn't DARE…'

"Of course, it'll most likely be a long and difficult process spanning months, even years…" Twilight continued, pressing her rather bestial endowment up against Chrysalis' chin, pushing her head up so she was gazing into her eyes once more. "But don't worry, I'll be there for you. every. step. of. the. way."

The former Queen could only gulp nervously as Twilight's smile became much more sadistic. "Hope you'relooking forward to your "rehabilitation" Chrysalis, I know I am~"

Author's Note

Hope you all liked this conclusion, it took A LOT of time and effort to write all of those transformations!

Anyway, this chapter was made possible and seen earlier on April 18th, 2022 by my generous supporters on my pay-to-write sites.

Be sure to PM me if you either want a story written or wish to see chapters earlier!