CONTENT WARNING FOR THIS CHAPTER: This chapter starts off with a pretty gorey transformation scene. If you ain't into that, and just wanna get back to the sexy scat, skip to the first page break. It also contains a retching scene (but no vomit).

Part Three:
Twilight Broken

Urine splattered onto Twilight’s chest as Chrysalis’ dull cackling echoed from across the room. The alicorn’s tongue poked at her new fangs in gross curiosity, feeling them and tasting them. They made her mouth feel too small, and the sharp points nipped at her lips as she opened and closed her mouth.

“It’s finally beginning,” Chrysalis taunted her from some unseen corner of the cave. “I’ll admit, you held out for longer than most, but in the end you fell just like the rest.”

Twilight barely heard the changeling queen. Instead, she was more fascinated at how her vision had started to change. It felt as though her eyes had suddenly gotten wider and her field of view had shifted outwards. The room nearly spun as she turned her head, and the blurring vision slightly nauseated her if she moved too quickly.

Her skin started to feel really itchy, as if she was covered with tiny bugs that had crawled up underneath her fur. She started rubbing at her body desperately in an attempt to try and quell the uncomfortable sensation. Her hooves smeared through the cooling shit that clung to her fur, spreading it deeper into her skin. Then, all of a sudden, she paused as she felt a tugging sensation in her belly.

Looking down, Twilight almost screamed at what she saw. Clumps of her fur were matted around the mushy brown paste that caked her hooves, having been ripped out of her skin. Frantically, the alicorn rubbed harder and looked at her hooves in horror as she pulled out tufts of lavender hair with each pass of her hooves. Large patches of her body were being stripped bald, and beneath them, the once pale purple skin had gradually transitioned to a smooth, shiny black - just like a changeling’s.

Twilight was turning into one of them. She was becoming a changeling.

Her entire soul should have been in a state of horrified shock. But it wasn’t. Instead, Twilight was surprisingly… content with the transformation. It hadn’t been anything she wanted - quite the opposite really. But she was not against the idea at all.

As a matter of fact, it was very quickly growing on her.

Her hooves worked across her body, and they took entire clumps of hair with them. Each tug and pull at her balding skin sent a shiver of pleasure down her spine, and with one, least hard yank, she completely succumbed to that pleasure.

Loud, wanton moans ripped from her throat as the feathers on her wings gradually began to fall out; the skin webbing them together thinning out to a near-translucent state. The flaps were pulled taut against the bones of her wings, and Twilight stretched them out, tearing through it and creating large, round tears in the flesh.

A loud cracking sound echoed in the room as her horn split and became a jagged, holey cusp, and parts of her muscle began to atrophy and sink in, turning her once lean form into a brutalized swiss-cheese shape. Her mane and tail thinned out into a light, almost transparent state, draped across her back and flanks as though they were lifeless.

With a final, sexual scream, the transformation finished. Twilight stood in place with labored and heavy breathing. Her body quivered in untold pleasure as feelings of lust, love and hunger flooded over her.

Chrysalis stepped over to stand before her, a strange look of pride on her face. “Welcome to the hive, Twilight Sparkle,” she said.

The physical transformation prompted the mental one as well. There was something liberating about letting go of all of her inhibitions, and simply leaning into the debaucherous, filthy, hedonistic pleasures of the Changeling Hive.

Where before she would shiver in fear of what the drones would do to her, now she shivered in pleasure. Twilight would let herself be wantonly used by them, and she practically became a personal cum-dump pleasure whorse to service their nastiest desires.

The foul diet that had been fed to her over the past days became her desired meal. If she was just moderately peckish she would call out for Chrysalis, or even the nearest drone, and latch her mouth onto it’s ass to suck the precious pre-digested love from its bowels.

Such was the state that she was in now, her lips locked around Chrysalis’ pronounced, black pucker as she slurped the fresh shit right out of her ass. Her neck bulged around the thick, creamy turds as they slid down her throat, and her lips and mouth were stained a deep brown from the newly deposited scat. Grotesque, wet slurping noises accompanied the dry pops and crackles of the excretion, punctuated by a heavy fart every so often as Twilight reached a pocket of air. The vile sounds were an orchestra to the former alicorn’s ears, and all she wanted was to hear more of it as she tasted the bitter waste on her tongue.

“I’m glad you’re enjoying your meals, little drone,” Chrysalis said. “I know I’m certainly enjoying feeding them to you.” Twilight moaned her affirmation through a mouthful of poop as she vigorously chewed through the filthy muck.

As her bowels emptied, Chrysalis stepped away from her muzzle, and Twilight was briefly confused as to why her queen was leaving so soon. But all of her confusion swiftly melted away as Chrysalis walked around to her rear, lined up her ovipositor with Twilight’s dripping snatch, and slammed home.

A loud, pleasure-fueled moan earupted from Twilight’s mouth, and her eyes rolled back into her head as Chrysalis began to brutally fuck her. The Queen yanked back her head, forcing her mouth to drop open. Brown drool dribbled out as her tongue lolled out, glazing her black breast with thick saliva. She arched her back and angled her rear to push back against the relentless pounding she was receiving and clenched her pussy repeatedly to try and heighten the pleasure.

For her part, Chrysalis was merciless with her thrusts, and she slammed her faux phallus over and over again until it was hilting itself in Twilight’s gaping pussy with each thrust. The green organ rippled as it finally primed its shaft to release the batch of eggs that the queen had been preparing ever since she had first captured the former princess. And now she was finally going to get the chance to plant the seeds of her future hive.

It was not long before Twilight succumbed to the pleasurable pounding, and her first orgasm tore through her body like an electric current. Jolts of painful pleasure arced across her nerves, tingling her pussy and making her shudder in ecstacy. The motion was a singal for Chrysalis to somehow start fucking her even harder, drawing out the intense pleasure that Twilight felt.

Time was lost to the two equines as they fell into a chaotic pleasure-pit of fucking and moaning and groaning. Chrysalis’ ovipositor was now flexing rhythmically as she approached her own release, and with a few final thrusts she slammed home into the broodmare’s cunt, ready to release her eggs.

The tip of the ovipositor opened wide, stretching the flexible entrance to Twilight’s newly transformed cervix. The feeling was intense, and the former alicorn let out a low moan as she shuddered around the suddenly overwhelming sensation of sheer fullness that she felt. She could not help but pant and moan as she felt the slimy orbs slipping out of Chrysalis and right into her own womb, each one filling her up more and more.

Viscous, green goo started to seep out of her pussy around the ovipositor, and the organic lube dribbled down her thighs and dripped to the floor with thick wet plaps. More and more eggs slid out of the phallic organ until Twilight was stuffed as if she had just eaten the largest meal ever. Her stomach was distended with the weight of the new life she was carrying, and her legs trembled as Chrysalis finally pulled out of her.

A gush of marecum, egg-lube, and other unsightly fluids squirting out as the changeling queen withdrew her ovipositor and splattered onto the floor between Twilight’s legs. A low moan was drawn out of her throat as she nearly collapsed, but she rolled over just in time so as to not crush her newly impregnated belly.

“Oh my gosh,” she managed to croak out. “That… that was amazing!”

Chrysalis chuckled as her ovipositor withdrew back into her body. “Mmm, wasn’t it?” she agreed. “There is no feeling quite like it.”

Twilight couldn’t agree more with that statement. She drifted off, content, satisfied, and looking forward to whatever sexual escapades were to come.

As the days passed, and Twilight had yet to experience any effects of her new impregnation, the satisfaction of finally getting bred by her queen was starting to wear off. The drones were no longer allowed to rape her, for fear of damaging the fresh eggs, and she also had no appetite for some unusual reason. Besides, she was eager to experience something new.

Her mind kept drifting back to how the drones had played with Celestia and Luna when she had first woken up, and the more she thought about it, the more she wanted to do something similar. Her intense horniness was driving her actions now, and it wasn’t long before she found herself wandering back towards the cave where she and the other ponies had been held captive.

The prisoners were exactly where they were the last time Twilight had seen them. Wrapped up in luminous green cocoons, suspended from the ceiling of the cave that Twilight had called home for so many days. Celestia and Luna had been tucked back away in their own hanging prisons, neither of them having had any knowledge of what had occurred.

But Twilight didn’t want to play with somepony who was unconscious. She wanted a pony who was awake, who would react to what she was going to do. After all, those reactions were part of the fun, were they not?

In the end, her choice was simple: Cadance. Bordering on incest, deliciously off-limits, and it would finally fulfill the small, childhood crush she had on the princess. Her decision made, Twilight speared through the thin material restricting her, and watched with glee as the princess’ unconscious form tumbled out onto the floor. With just a little bit of magic, Cadence groaned and began to stir.

“Sunshine, sunshine, ladybugs awake,” Twilight’s whispery voice taunted as she circled around the mare. “Clap your hooves and do a little shake.” The newly christened changeling wiggled her backside in Cadance’s face before dragging her thin, translucent purple tail sultrily over her muzzle. “Ah, those were the days, weren’t they?”

The alicorn’s eyes widened as she took in her surroundings before they settled on the changeling in front of her. “T-twilight?” she asked. “What? Is that you? Are you… what happened to you?”

“Oh, nothing much,” Twilight replied with a sadistic grin. “I just have finally evolved into what everypony should desire to be. I’m part of the hive, now.” Her eyes glowed with untold deviousness. “And I’ve decided it’s time to say hello to a few of my old friends… starting with you.”

Her horn lit, and she dragged Cadence up into a sitting position. “Oh, fucking you is going to be so much fun,” she said as she licked her lips.

“T-twily, please…” Cadance whispered fearfully. “This… this isn’t you! Please stop this!”

Twilight’s grin grew even wider. “Oh, but it is me, Cady,” she replied, a demonic spark in her eyes. “And I have absolutely no intention of stopping anything.”

Cadance’s eyes widened in fear as she stared back into the slitted black pupils that radiated pure malintent. This was real, it was happening. This creature really was whatever was left of Twilight Sparkle, and Cadance could feel the powerful waves of lust that poured off of her. The heavy sensation shook the alicorn’s core and she really didn’t know what was going to come next.

“Unfortunately, I’m not allowed to turn you. So we’re going to have to miss out on a lot of the fun that comes with that,” Twilight drawled as she idly paced around Cadance. “But hey, I’m sure that giving you a little taste of the process won’t hurt at all.” Cadance cringed at the wicked smile that crawled across Twilight’s face as she spoke. Whatever the former alicorn was planning for her certainly would not be that good at all.

Cadance grunted as she was magically pulled up into a sitting position and the sudden movement sharply pulled on her fatigued muscles. The new position placed her right at eye level with the underside of Twilight’s smooth breast, uncomfortably close even as the dark skin brushed against the tip of her muzzle.

Twilight kept her body in close contact as she turned around, replacing her front with her rear. Cadance couldn’t help to stop the brush that rose on her cheeks as her sister-in-law revealed her dripping wet slit right before her eyes. However, her attention was swiftly drawn to the hole above it.

Being the princess of love, Cadance had seen quite a few mare rears in her time, and granted, not all of them were the cleanest of places. However, Twilight’s butt was fighting to win the title of the dirtiest that she had ever seen. Dry, flakey specks of old shit clung to the puckered flesh of her anus, and spread outwards onto the asscheeks surrounding it as well. They were thick clumps, as if the mare hadn’t bothered to wash her flank in days if not weeks.

The smell of stale scat wafted down over Cadance, and her eyes nearly watered from the intensity of the aged crap alone. However, she was definitely not ready for what was about to come.

The loud fart that exploded out into Cadance’s face caught her by surprise. She pulled away as much as she could, clamping her mouth and eyes shut and trying to hold her breath. Unfortunately, she hadn’t been quite fast enough, and the pungent odor of Twilight’s anal air settled in her nose. The rotten stench made her eyes water, and she flinched as yet another one blew out against her clenched face.

“Ooof, you’ll have to excuse me,” Twilight chuckled dryly. “My new diet of only love hasn’t been all that forgiving on my digestive tract.”

Twilight’s dirty pucker flexed as another rancid fart slipped out of her rectum. The warm flatulence actually shifted the hair on Cadance’s mane like a harsh, warm breeze. She continued to hold her breath as long as she could, but eventually, her lungs were going to run out of air. Unfortunately, that moment seemed to coincide with a third burst.

Just as the mare began to suck in some air, a loud, wet fart ripped out against her muzzle. Cadance coughed on the thick, smelly air, and nearly gagged as she felt warm moisture flick out against her face, particulates of shitty residue and anal juice no doubt. It was disgusting and vile, and she could only hope and pray that Twilight’s gassy torture would be through with soon.

But that definitely seemed to not be the case. Cadance gasped in surprise as she felt Twilight’s magic take hold of her head and position her directly underneath the changeling’s flank. She stared up in horror, terrified at the prospect of being subjected to more of Twilight’s rancid anal air, and chlenched her mouth shut with a deep gulp of air in preparation for the onslaught.

For better or for worse, more farts were not what was to come.

A burst of hot, deep yellow urine sprayed out against Cadance’s face. The warm fluid soaked into her fur, and she squeezed her eyes shut before any of the acrid fluid could get into them. The arc of piss splattered onto her muzzle, and the heavy scent of dehydrated pee seeped into her nose.

“Open up,” Twilight commanded, and her magic shifted around to pry open the alicorn’s mouth. “Don’t you want a taste of my refreshing nectar?”

The sound of Twilight peeing shifted into a dull echo as her urine stream landed squarely in Cadance’s forced-open maw. The satisfying sound of stream-in-mouth was like music to the changeling’s ears, and she let out a pleasured sigh as she continued to empty out her bladder onto her sister-in-law.

Cadance tried to spit the salty fluid out of her mouth, and it waterfalled out over the edge of her lips. But Twilight simply tilted her head back a little bit more, forcing the piss to drain down the back of her throat. Cadance had no choice but to start swallowing the acidic fluid. The taste somehow got even worse as it hit the back of her mouth, becoming even more salty and bitter. She had to keep swallowing though, less she wanted to be drowned with the former alicorn’s piss.

Twilight continued to waterboard the princess with her hot pee for the next few moments as her large bladder slowly drained itself down her throat. But eventually, she was out of liquid waste and the golden stream slowed down to a mere trickle. It dribbled over Cadance’s breast, marking a dark trail down her front side.

Her pee break finished, Twilight pushed her rear back up against Cadance’s mouth, wiping her wet pussy against the alicorn’s muzzle. “Clean it up,” she ordered. Cadance hesitated, afraid to voluntarily stick her tongue out against the damp folds. This was the wrong choice. “I said clean it up!” Twilight ordered a second time, and she forcibly pressed Cadance’s muzzle deep into her wet cunt.

The alicorn's air supply was quickly cut off, and she frantically stuck out her tongue to lap at the wet folds. She orally wiped marejuice and piss out of the quivering snatch, adding in some extra swirls to half-heartedly try and pleasure the dominant changeling above her.

“Mhmmm,” Twilight cooed. “That’s more like it. Let’s see some of that fancy tongue-work from the Princess of Love.”

Out of fear of more punishment, Cadance obliged, throwing her all into the combined oral cleaning and pleasure of the changeling’s rear. She worked with gusto, twirling and flicking her tongue on all of the sensitive parts of the marehood against her face.

“Mmmm, that feels pretty good, Cady,” Twilight goaded. “Have you been practicing?” An arrogant huff against her lower lips was all she got in reply. “Does Shining know?” she teased with a sick grin. To her disappointment, Cadance refused to dignify the remark with a response.

With a sigh, Twilight pushed her rear back up against the alicorn’s face. “Why don’t you try going a little higher, hm?” the changeling encouraged and waved her thin tail in the air to entice the princess currently slurping at her cunt.

Having learned not to argue back, Cadance conceded to the rimjob and slowly circled her tongue out of Twilight’s vulva and up towards the dark black pucker of her anus. It was only then that she remembered just how filthy the changeling’s plot was, and her tongue recoiled as a disgusting, bitter taste swept over her taste buds.

Twilight quickly lit her horn and firmly pressed Cadance’s muzzle in between her cheeks before the alicorn even had the chance to pull away. “Mmmm, that’s the stuff. Keep licking you brown-nosing slut!”

Reluctantly, Cadance took a few moments to steady herself and then extended her tongue back out. The oral organ dug through the dry filth that clung to Twilight’s ass, scraping the crusty shit off and moistening it back up with her tongue. Twilight sighed in pleasure at the oral attention to her anus, flexing it back against the pink alicorn’s mouth.

It took a lot of Cadance’s willpower not to gag at the foul taste of stale changeling scat, and she powered through the dirty rimjob lest she incur more of Twilight’s annoyance. Twilight continued to push her ass back into her face, and the motion encouraged Cadance to press her tongue more firmly into the puckered hole, nearly slipping inside.

A sudden flex of the dirty anus let a wet, sputtering fart slip out, right into Cadance’s face. The alicorn cringed away as much as she could, but had no choice but to breathe the foul fumes in. “Sorry about that,” Twilight apologized sarcastically. “Must have been something I ate.”

Cadance’s tongue was back on the pucker in no time as her head was practically shoved against the dark anus. Twilight was winking her hole frequently now, as if begging for Cadance’s tongue to slip deep inside of her rectum. Instead, Cadance began to run lazy circles around the wrinkled outer edge.

And then, Cadance saw the butthole flex a few times before a silent burst of air blew out against her face. Twilight grunted, and then pushed with all of her force, and the alicorn behind her had no time at all to prepare herself or react to what was about to come as the head of a thick turd slid out of the wrinkled hole.

A grotesque, bitter taste flooded into Cadance’s mouth as Twilight deposited a load of horseapples directly into her open maw. The princess of love forced herself not to gag on the disgusting flavor as she tried to desperately pull away. But Twilight’s magic held her head steady as another log began to squeeze its way out of her dark anus.

As her mouth began to fill up, Cadance realized that unless she wanted to choke on the fecal fudge, she would need to start breaking it down. Reluctantly, the alicorn forced her teeth together and began to chew into the poop.

Even more potent, stronger flavors burst into her mouth from the mushy waste. An intense sour, slightly spicy taste dominated her taste buds, and she was unable to hold back her gagging this time. A glob of shit spilled out of her mouth with her retching and the half-chewed paste smeared down her pink coat before falling to the floor between her legs with a dull, wet plop.

“Oh no, that won’t do at all,” Twilight tutted as she watched Cadance fight to keep the contents of her stomach down. “You have to eat all of it.” Her magic grabbed onto the fallen lump of horse shit and levitated it back up into Cadance’s mouth. She pushed it into the already full orifice, cramming the waste down into the back of her throat.

It was all too much for the alicorn to handle.

With a muffled cough, all of Twilight's shit was pushed out of Cadance’s mouth and throat. The half-chewed muck pressed right back up against the changeling’s ass, smearing across her pucker, pussy, and upper thighs. A gush of hot bile followed it, splattering against the already filthy ass. Thankfully (or unfortunately, in Twilight’s opinion), there was barely anything in Cadance’s stomach for her to expel, and her gagging was limited to just the scat and a few spurts of bile.

“Hmmm, well I suppose that not everypony can get it on their first try,” Twilight hummed in annoyance. “That just means that I’ll have to train you more. In the meantime though…” she pushed her filthy ass back against Cadance’s face. “Clean up the mess you made.”

Still not fully recovered from having Twilight’s shit shoved down then back up her throat, Cadance was reluctant to voluntarily taste her poop again. But, she also figured that she didn’t have much choice in the matter.

Her tongue darted out, scraping through the thick muck that coated Twilight’s ass. She scraped globs of the nasty scat off of the wrinkled flesh, choking it down the best she could. After a few tries, the pink mare fell into a steady rhythm of orally cleaning the changeling ass.

Twilight could fix that. She let go of her grip on Cadance’s mane and instead summoned a magical horsecock - a glowing purple phallus that hung, suspended in the air. Without any ceremony whatsoever, Twilight hovered it down and placed it’s tip right against the alicorn’s own anus.

Cadance screamed out a strangled moan as the arcane apparition speared her asshole, stretching her wide as it filled her to the brim. It started pumping in and out immediately, and the force of the penetration rocked Cadance’s body and pushed her against Twilight’s messy rear.

The alicorn’s tongue lolled out of her mouth, scooping up more and more of the disgusting scat as she was ruthlessly fucked from behind with the magical horsecock. She was very quickly approaching the edge, and in record time too. She pushed away the odd, nagging thought that this would be one of the quickest orgasms of her life, and that some small part of her was sure to look back on the moment with some amount of lust. Instead, she focused all of her effort on trying to stall her inevitable defeat, (or perhaps, in the deep, dark recesses of her mind, prolong the strange feelings of pleasure she was experiencing).

It was a humiliating sensation, trying not to give in to the nonconsensual pleasure she was being subjected to. But it was pleasure nonetheless, and as Twilight continued to brutalize her ass with no relent, it was futile for her to continue fighting the sensation.

Against her will, Cadance came. A muffled moan escaped her mouth as her entire body shuddered. A gush of marecum exploded out of her used cunt and squirted across the stone floor of the cave with a wet splash.

Twilight continued to pound her throughout her orgasm, not letting up even as Cadance started to spasm from overstimulation.

“P-please T-twilight…” Cadance half muttered half moaned into the filthy muck against her face. “I… I can’t t-take any moooooore…” Her protesting trailed off into a drawn-out moan as Twilight suddenly slammed home into her ass, burying all two feet of the magical cock deep into her bowels.

Cadance had never felt so full in her life. Some amount of magical stretching had to be going on to accommodate the length currently buried inside of her. There was no way that Twilight could be plunging this deep inside of her without doing major damage.

And when the relent finally came, a new, even more humiliating issue arose.

Twilight dissipated the magical horsecock in her ass - she didn’t pull it out. The sudden void in her rectum forced Cadance’s colon to start moving, her muscles fucking on an obstruction that was no longer there.

The alicorn was pretty much helpless as her ass started to dump out a pile of horseapples right onto the floor. Her stretched pucker was useless in trying to stop any of the poop from sliding out of her gaped ass, and her body had still not caught up to the fact that her ass was empty. Gross, wet squelches and farts airly hissed out of her ass as she continued to hopelessly shit out any and all of the crap that had been inside of her.

With a satisfied smirk, Twilight stepped away from Cadance and watched as the alicorn’s upper body collapsed down onto the stone floor. Her pink ass was still help up in the air by shaking rear legs as she continued to slowly push out log after log of thick, solid shit. Twilight stepped around to get a better view, only just barely resisting the urge to lean in and take a bite. She was sure it wouldn’t taste as good as Chrysalis’ anyways.

“How undignified of Equestrian royalty,” the new changeling mused. “But I suppose I shouldn’t complain when I have the privilege of such a spectacular and debaucherous view.” Her temptation did get the better of her then, as she leaned in and gave Cadance’s dirty pucker a firm lick, catching the head of another, final turd before it crackled out and fell to the floor with a dull thud.

With her impromptu bowel movement finished, Cadance’s rear legs finally gave out and crumbled under the weight of her voluptuous ass. Twilight continued to pace around the fallen mare, looking down at the mess of a pony she had created.

“I really do hope you enjoyed this experience,” she said softly, leaning down to speak directly into Cadance’s ear. “Because it is your new reality. Every day, you will service me and you will service this hive. And I would hate for you to not thoroughly enjoy this unique pleasure.”

Twilight stood back up with an evil grin. “But, who knows what the future really holds?” she taunted. “Maybe one day, you too will have the honor of transforming into a changeling, just as I have.”

The cackling evil laughter echoed in Cadance's ears long after Twilight left. She was in shock at what had just occurred, and not at all prepared for the number of changeling drones that seemed to just appear out of the dark edges of the room. They steadily approached her with their long, hard throbbing cocks dangling beneath their bellies, ready to be used on her.

Cadance knew in that moment exactly what her future held, and the uneasy feeling of curiosity at what was about to occur frightened her even more than the disgusting, brutal sex she was about to have.

Author's Note

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