Conquest Among The Stars: Season One [UNCUT]

~~~
IX. New Arrival
~~~

Chrysalis stood at the top of the ramp as she and Celestia stared at each other. At Celestia's side were two humans, an anthropomorphic brown female chipmunk, brown male fox, and a blue female fox, as well as Luna and Starlight. The two humans eyed each other as the male leaned in close to the female.

"Uh, Ruby?" He asked. "What's going on?" He was wearing white and gold armor and had short yellow hair. The female, who was wearing a red dress, black corset and black boots with red laces, as well as thin thigh-high black stockings and a red hooded cape, simply shrugged.

Jenny stepped around Chrysalis and quickly made her way down the ramp and over to the blue fox. "Krystal," she greeted. "I didn't mean to cause any trouble by bringing her here. I didn't know..."

"It's fine, Jenny," the fox replied. She wore blue armor with gold edges that hugged her body tightly. "There's no way you could've known."

Celestia finally peeled her eyes away from the changeling to look at the fox. "We need to send her away before she causes trouble."

Krystal looked at her and left Jenny. She made her way past the alicorn and over to the ramp. "What's your name?"

"Chrysalis."

"Chrysalis. Please follow Fox to your room"

"I have a room?"

"Every one of us gets a room at this station. And it shall remain yours as long as you're with us."

The brown fox, wearing a green jumpsuit, white jacket, military boots, and a red scarf stepped forward. "This way," he said simply, before he began walking. Chrysalis slowly headed down the ramp and followed the fox. When she passed Celestia, the two eyed each other before Fox led the changeling queen out of the room.

"Alright, everyone," Krystal announced. "Meeting. Now."

Fox brought Chrysalis to a vacant room. When the door slid open, Chrysalis stepped inside and looked around. There was a bathroom off to the immediate left. Past the bathroom in the back-left corner was a big bed. On the right was a desk with a built-in computer and a desk lamp. Next to that was a closet. Above the desk was a large TV facing the bed. Chrysalis looked over her shoulder at the fox just as the door slid shut.

"Nice crew," she muttered.

Celestia slammed her hands on the large oval table. "She has to leave, now!"

"What is the problem?" Krystal asked as she crossed her arms.

"She's evil!" Celestia exclaimed. "She and I were at war on our planet! We left her there for a reason! Hoping that, without us to feed on, she, and the rest of her kind, would die!"

"Feed?" Ruby asked. "She's a cannibal?"

"Changelings feed off love, right?" Jenny asked. "Like sex?"

"Love?" Jaune asked. "That's it?"

Celestia glared at him. "She took it," Celestia practically growled. "She would kidnap, rape, and drain them of their energy until nothing but a husk was left."

Krystal looked at the robot. "You spent time with her. Does that sound accurate?"

The robot rubbed the back of her head. "Um... She did mention rape."

"See?!" Celestia exclaimed. "Admission!"

Ruby crossed her arms. "Nothing's ever as simple as good and evil. Did anyone ever... give love willingly?"

Celestia sighed heavily. "It's not that simple. She attacked us first. We were always enemies."

Sally, the brown chipmunk wearing a white shirt, blue vest, white shorts, and blue boots, looked over at the blue alicorn. "You're pretty quiet."

Luna looked at her. "I have nothing more to say. My sister and I feel the same way."

Ruby looked around at everyone. "Perhaps we just... let her do her thing? And we keep an eye on her? Maybe she can actually help us."

"Help?!" Celestia scoffed. "I very much doubt it."

"Sounds like you're letting your hatred cloud your judgement," Krystal pointed out.

"I'm speaking with experience. That changeling can't be trusted."

Jenny shook her head. "I honestly don't care what anyone else thinks. She's got my support."

Celestia just stared at her in disbelief as Luna spoke up. "You can't be serious."

"I am."

Ruby eyed the robot and then the others. "She's got mine, too."

Jaune nodded. "If Ruby trusts her, so do I."

Sally looked at Krystal and shrugged. "Keep an eye on her?"

The blue fox nodded. "As long as she follows the rules, she'll be allowed to stay here. Should she break our rules... then we'll take action."

Celestia crossed her arms. "You should take action now before it's too late."

Krystal chuckled. "Maybe you're wrong about her. Maybe she's changed. Now, are we going to have to worry about you? Or can you be a team player?"

"Are you seriously questioning my loyalty?" Celestia gasped. "After all we've done for each other?"

Krystal shrugged. "I feel like I'll have to keep an eye on you now. Make sure you don't... illegally attack Chryalis and her crew."

Celestia grunted angrily and stormed towards the exit. "You'll all regret this!"

After she left, Luna sighed. "I apologize for my sister, but I feel the same way. Chrysalis cannot be trusted."

"As I said, we will watch her," Krystal said with a light smile. "If any of you need backup on missions, you should bring Chrysalis along. Having her tag along will let you watch and observe her actions."

"And it might even form a bond," Ruby pointed out. "If we befriend her, she may be less likely to try anything."

"So, we're all in an understanding?" Krystal asked, getting a nod from everyone, even Luna. "It's settled then. Meeting's adjourned."

Chrysalis fell on her back on her bed with a deep sigh. She then held her forehead with both hands and groaned loudly. She suddenly began stripping out of her dress before angrily throwing it against the far wall. There was a knock at the door as she laid back down, now only wearing green lace panties. "Come in!" She growled. The door slid open as the queen interlocked her fingers behind her head and stared up at the ceiling.

Jenny stepped in with a wave. Before she was able to say anything, she noticed the state of the queen and closed the door behind her. "Oh. Did you know it was me?"

"No," Chrysalis answered plainly.

The robot girl let out a nervous chuckle. "So... you two have a history, huh?"

"We were at war on our planet."

"I probably should've checked to see if you had any enemies before bringing you here."

"It's not your fault, Jenny," Chrysalis sighed.

Jenny turned to close and lock the door, before she made her way over to the bed. "So, we had a meeting about you."

"Oh? Whether or not to throw me back out?"

"Sort of. We all agreed to let you stay as long as you follow the rules. But they'll be watching you. Closely. Especially Luna. From the sound of things, myself, Ruby, and Jaune fully support you. Krystal and Sally are so-so. But Celestia and Luna hate your guts."

"Good to know."

There was suddenly a knock at the door, making Jenny jump a little. "Hey!" Called a friendly female voice. "It's Ruby! Can I come in?!"

Jenny looked over before she looked at the naked changeling. Chrysalis sighed and lit up her horn, floating her dress back over. She sat on the edge of the bed and slipped it back on as Jenny went to unlock the door. When it slid open, Ruby smiled widely.

"Oh! Jenny. You're here."

"I came to check on her."

"I'm sorta maybe here for the same thing," Ruby said as she entered. She stopped near the entrance and looked at the queen. "Wow. Um... If I may, I'd like to ask you something. To confirm something for me."

Chrysalis shrugged. "What?"

"I hear you feed off love," Ruby began as she moved closer. "That you would take it and leave behind a... shell."

"What's the question?"

Ruby took a few more steps closer, now only a couple feet away. "If someone gave it willingly, would it still drain them?"

Chrysalis sighed and slid her hands back on the bed as she leaned back a little. "If you were starved for food and someone denied sharing, you'd take everything they had, yes?"

Ruby shrugged. "Maybe. Possibly. Probably?"

Chrysalis smiled. "Same scenario... but they offered to share."

Ruby thought for a moment. "You'd only take what you needed and leave the rest?"

The changeling nodded. "There you go."

"But..." Ruby began as she closed the gap and sat beside the queen. "why attack in the first place?"

Chrysalis inhaled through her nose before he exhaled out her mouth. "Where I'm from, this..." she said, waving her hand in front of her face. "isn't normal. Evidently, it's scary. When we used to approach others, they'd scream and run. We then became starved and started to take. Things got worse and worse for us until, eventually, war."

"I see..." Ruby muttered. "Well, if it makes you feel any better... I think you're cool."

"Cool?"

The human nodded. "Where I come from, I've seen a lot of scary. Sometimes... I never knew if I'd live long enough to see the next day. And I've seen a lot of people I care about die right in front of me. I don't feel any of that fear when I look at you."

Chrysalis nodded. "Well... I'm glad one of you isn't scared of me."

Ruby smiled, then blushed. "You know, I... Um... I might know a way we could... ease some of their worry."

"How so?"

"Well... if someone were to... do it... with you... and they survived to tell about it... that would truly confirm what I was saying."

A smirk slowly spread across Chrysalis' face. "You want to have sex with me?"

"For proof!" Ruby exclaimed as her eyes shot open and blush immediately filled her face. "To prove to the others."

The changeling chuckled as Jenny stepped forward. "I had sex with you."

Ruby looked over at her. "You? Really?"

"You're not flesh and blood, Jenny," Chrysalis pointed out. "I couldn't drain you, even if I wanted to." She returned her attention to the human. "Alright, Ruby. I never turn down sex, especially when the one asking is..." Her eyes went down to Ruby's waist and then ran up her body. "attractive."

Ruby rubbed the back of her neck before she looked at Jenny. "Could you... leave?"

"Oh, I've already seen her naked," Jenny smiled. Ruby raised her eyebrows. "Oh! Because you're getting... My bad," Jenny apologized as she backed up towards the door. "I'll just..." She held her hand near the hand scanner as a small cable shot out of her palm and plugged into a socket beneath the scanner. There was a beep and the door opened. Jenny gave them a wave before she quickly walked out of the room.

Ruby got up and walked over to the door as it slid shut. She pressed a switch beside the scanner, turning the scanner's blue light red as it locked the door. "Alright..." she said as she turned towards the changeling. "Here we go."

~~~
X. Confirming a Theory
~~~

Ruby undid her cape and set it down on the desk. She then undid her fingerless gauntlet gloves and pulled them off. Chrysalis just watched her from the bed. The human looked over as she undid her belt. "Are you gonna just... watch me, or... get undressed, too?"

Chrysalis chuckled. "I only have on a dress and panties."

"Oh..." Ruby muttered as she loosened the laces on her corset. She pulled it off and set it with the rest of her clothes on the desk before she sat down in the chair to undo the red laces on her boots.

"Why do you wear so much?" Chrysalis asked.

Ruby pulled off her right boot and set it down before loosening her left boot. "Because... it reflects my character," she said as she pulled her second boot off, setting it down with the first. The human then worked off her black stockings and placed them on top of her cape. She now only wore her red dress, with a low-cut top and short skirt, and probably panties. "There. Now, we're even,"

"That we are," Chrysalis nodded, before she reached under her dress and slid off her green lace panties. She lightly waved them at Ruby before she chucked them aside.

Ruby smiled and then bit her lip. She slowly reached under her red dress and worked down her red panties. She bent over to slide them down her legs and work them off her feet. She then kept her legs together as she sat upright. She also lightly waved her panties for the changeling to see before she set them down on her clothes.

Chrysalis used her magic to lift her dress up and off before folding it neatly. With her large I-cups exposed, she floated her dress over to the desk and set it beside Ruby's clothes. The human stared at the changeling's body as the queen placed her hands on her knees and spread her legs. "Your turn."

"Right," Ruby chuckled. She reached behind her back and slid the zipper of her dress down. She then stood up and slid it down over her C-cups before she let it drop to the floor. Now fully exposed, she stepped out of the dress and picked it up. As she set it down with the rest of her clothes, she looked over her shoulder. "Well..." she said, before she turned around. "What do you think?"

Chrysalis smiled and leaned back. "Come over here and I'll tell you."

Ruby smiled sheepishly as she made her way over to stand before the changeling. Chrysalis leaned forward and reached around to gently rub the human's butt. She placed kisses on the belly before tonguing the belly button. Ruby let out a combination of giggles and moans before the queen's grip on her ass tightened. She was then pulled into the queen's lap, their tits slapping together as Ruby placed her hands on the changeling's shoulders.

“You have soft skin,” Chrysalis commented as she ran her fingers down the woman’s chest. She moved her hand over to grip the human’s left breast. “You’re quite the tasty little thing, aren’t you?”

Chrysalis quickly stood up and turned before she gently tossed Ruby down onto the bed. The human landed softly with her head on the pillow, just before Chrysalis dropped on top of her, the changeling’s hands on the bed beside Ruby’s neck.

“You wouldn’t mind if I ate you up, right?”

“Metaphorically?” Ruby asked. “Or literally?”

“What do you think?” Chrysalis asked, before she licked up the human’s chest to her neck, which she then kissed a few times. “Such smooth… soft skin,” she cooed again.

Ruby moaned softly as she ran her own fingers up and down the changeling’s sides. “Your skin feels soft, but… almost like leather.”

Chrysalis propped herself up on her arms to look the woman in the eyes. “Changeling skin is tougher than most but it will soften and smoothen when we change.”

“Change. You can change your appearance, and stuff?”

“Why do you think we’re called changelings?”

“That’s so cool.”

Chrysalis smiled. “How many times have you had sex? You seem… young.”

“I just turned 18 last month, actually,” she stated matter-of-factly. “And… only once. By accident. With a friend.”

“A friend, really?”

Ruby nodded. “I sorta… walked in on her naked and one thing led to another. Turns out coming sounds a whole lot like come in when shouted through a door.”

Chrysalis smirked. “I may be too advanced for such a newbie.”

“Advanced? What do you mean?”

Chrysalis’ eyes turned completely green as she sat up and a 12-inch cock grew from her crotch. The balls gun nice and full as the queen let her tongue hang out fully… at a good 12 inches as well.

Ruby went wide-eyed as she felt the weight and the heat of the massive rod on her stomach. “W-We don’t have to go too far, right? I mean, this is just for proof, remember?”

Chrysalis sucked her tongue back into her mouth with a chuckle. “Afraid, tiny human?”

Ruby frowned. “I’ll have you know I’m average height. It’s everyone else that’s tall.” She then looked at the queen’s mouth and then down at her rod. “Maybe we go… slow?”

Chrysalis shrugged as her rod disappeared and her eyes returned to normal. “If that’s what you want. We can start with this.” She then turned around and stuck her crotch in the human’s face while she leaned in and kissed the soft inner thighs.

Ruby stared at the changeling’s pussy, in awe by how green the inner flesh looked. She brought her hands up so she could spread the lips with her thumbs. “Wow,” she muttered.

“You do this with your friend?”’ Chrysalis asked before she dove in.

Ruby let out a gasp and started moaning as the queen’s tongue licked the outer lips. The human was feeling hot now and was even sweating from how aroused she was. Without thinking any more, she also dove in and pushed her tongue inside.

Chrysalis chuckled and pushed her own tongue in. All the way in. Ruby let out a sharp moan when the tongue hit her cervix. The changeling moaned and wiggled her tongue around, massaging the entire vaginal canal. Ruby tried to hold back by going even deeper inside the changeling’s pussy, but it was no use.

The room was filled with the sound of a loud moan as Ruby arched her back and came hard in Chrysalis’ face. After her extreme orgasm, she fell limp as Chrysalis pulled out.

“Not very fair,” the queen cooed. “I didn’t cum.”

“Huh?” Ruby asked as Chrysalis sat up and licked her lips. “Oh. My bad.”

Chrysalis turned around and summoned her cock again, this time it looked a like shorter. “One more round. Think you’re ready?”

“It’s not as big.”

“When I stuck my tongue in you, I was able to feel how long your vagina is. I shortened my cock to be a perfect fit.”

“Oh,” Ruby said. “Alright, then. As long as you go slow.”

Chrysalis smiled and scooted back, taking hold of her dick and aligning the tip with the woman’s pussy. She rubbed the head against the wet slit to lube it up before she pushed in. Ruby let out a sharp moan and gripped the bed sheets tightly as Chrysalis slid all the way inside. Sure enough, she was able to hit the cervix but was unable to go any further.

“Perfect fit.”

“It’s so big,” Ruby moaned out.

Chrysalis leaned forward and placed her hands on the bed by the human’s armpits. Ruby reached up and gripped the dangling I-cups as the changeling started moving her hips back and forth. Wet slaps filled the room as Chrysalis sped up and pounded the woman’s pussy. Both were breathing heavily and panting and moaning, and both their bodies were covered in sweat.

It wasn’t long before Chrysalis felt the urge to cum. However, she didn’t feel like Now was the best place to impregnate this human. Instead, she sped up and, when she was just about to cum, she pulled out and quickly jerked off. As she slid all the way out, Ruby came again.

With her mouth open as she moaned, she was just in time to get a glob off changeling cum in the mouth. Her eyes went wide and she quickly closed her mouth as more semen landed on her face and chest. Chrysalis’ movements slowed to a stop before she made her cock disappear, leaving behind a soaked pussy.

“That was incredible,” she moaned, dripping and laying beside the human. “How do you feel?”

“Sticky,” Ruby chuckled. “Um… exhausted. Elevated heart rate. I assume that’s normal?” Chrysalis nodded. “But, hey! I'm not an emotionless husk.”

"That, you aren't," Chrysalis said as she turned on her side and laid her arm across Ruby's chest. "There's one more thing we can do."

"What?"

"This." Chrysalis pulled her into a kiss, which the human gladly accepted.

Celestia burst into her room and kicked over her chair with a frustrated yell, jer hair no longer flowing and hanging in a mess. Almost immediately, a purple unicorn came running in wearing an aquamarine crop top, dark purple skirt, purple-and-white stockings with black boots and dark purple jacket.

"What's wrong, princess?"

Celestia sighed heavily and forcefully gripped the edge of her desk. "Starlight. Remember Chrysalis?"

Starlight scoffed and crossed her arms. "Of course. How could I forget?"

The alicorn was shaking but she was trying her best to calm her heart rate. "She's... here."

Starlight went wide-eyed. "What? Here? On the base?"

Celestia nodded. "And the worst part?" She said as she looked over at the unicorn. "She's welcome. And has her own room. And their support!" She yelled as she grabbed the chair and flung it across the room. The sturdy chair bounced off the wall and fell on the bed. Starlight took a step back as Celestia exhaled deeply. She then ran her hands back through her hair to move it out of her face. Her eyes fell on the chair and then on the frightened unicorn. "Ah... I'm sorry," she said as she slowly walked over to the mare. "It's just..."

"I understand, Your Highness."

"Celestia," the princess said as she placed her hands on the mare's shoulders. She let out a shuddered breath and hung her head. "We can't let her... ruin... everything we've built. We came all this way to escape her and..."

Starlight reached up with both hands and gently gripped the alicorn's arms. She then moved her hands to the alicorn's waist before giving her a hug. Celestia hugged back tightly. "We'll get through this," Starlight whispered. "Just keep your cool. Twilight and the others really look up to you, you know? You can't be like this in front of them."

Celestia nodded. "I know."

Chrysalis stared up at the ceiling as Ruby stood by the desk, pulling on her right fingerless gauntlet glove and tightening the strap. "Hey," the human said. "I got an idea."

"What?"

"You should meet my team. My sister's on it. I think you'll like them."

The changeling closed her eyes and sighed through her nose. "Alright. From the sound of things, I should probably start... mingling."

"Couldn't hurt. And we can tell everybody I had sex with you and lived." Ruby then blushed hard. "W-Well maybe not everyone, but... just the ones that matter."

~~~
XI. Team RWBY
~~~

Ruby led Chrysalis down a hall of doors with a larger door at the end. "The doors in the hall are our rooms," Ruby pointed out. "But we mostly spend our time in the rec room at the end of the hall. Every living section is laid out like this."

"I see."

Ruby opened the large door and brought Chrysalis inside. There was a woman with long yellow hair wearing a yellow tube top, black shorts, yellow knee-high socks and long brown boots. She was busy punching a punching bag near the back of the room. There was a ring of red couches in the center of the room with a large flat screen TV on the wall. On the left was a kitchen set up and on the right seemed to be a bathroom.

Sitting on the couch, reading a book, was a woman with long black hair wearing a white shirt with long white pants. She also appeared to have cat ears in addition to her human ears. In the kitchen was a woman with a long white ponytail and wearing a fancy white dress. At the moment, she was making a simple bowl of cereal.

They all stopped what they were doing when the door opened. "Hey, everyone," Ruby greeted with a wave before stepping aside and holding her arms out at the changeling. "Look who I brought. A new friend!"

"Wow," the cat-eared woman said.

Blondie turned away from the punching bag and wiped her forehead. "I've seen a lot of interesting species up here, not to mention the Grimm... but..."

"She's a changeling," Ruby explained. "Some of the others don't really trust her, but I do."

The black-haired female's cat ears drooped. "Why don't they trust her?"

"Well... one of the big things is that some think that she'll force sex upon you and drain you of your essence. Essentially leaving behind a husk. Which is NOT TRUE!"

The three all eyed each other before the fancy woman spoke. "How do you know, Ruby?"

"Well, Weiss, I..." Ruby began, before she stopped suddenly. Chrysalis crossed her arms, waiting for her to answer. Ruby cleared her throat and took a step forward. "Because I risked my life to test my theory... by having sex with her myself."

Blondie took a few steps closer and stopped at the ring of couches. She then gripped the back of the couch and leaned forward. "You two did it?"

"For proof!" Ruby exclaimed. "I had a theory that giving her love would feed her and keep me safe. The issue was she used to take love, which is where the whole husk thing came from." She then chuckled nervously. "That doesn't really make her seem safe, does it?"

The cat-eared woman went back to her book. "Honestly, we've dealt with worse," she said before she turned the page. "Remember Cinder?"

Ruby crossed her arms. "Of course I do, Blake. She almost killed Pyrrha, after all."

"Honestly?" Blondie said with a smile. "She looks a little scary, but... I'm not getting bad vibes from her."

"Forgive me if I don't jump for joy," Chrysalis said plainly.

"She's sure got an attitude," Weiss muttered aloud.

"Give her a break," Ruby called over to her. "She's had it rough, too."

"Well, I wouldn't mind having her around," the yellow-themed woman said as she crossed her arms on the back of the couch.

"Thanks, Yang."

"So..." Yang started with a smirk. "You two had sex, huh?"

Weiss groaned. "I don't want to hear this," she said as she grabbed her bowl of cereal and a carton of milk.

"Come on! We haven't had the time to try it out. And the only two men here are taken. How was it with another female?"

"Yang," Ruby said as she put her hands on her hips. "Dear, sweet sister of mine. It was great," she said dramatically as she looked partially upwards and to the right. "Especially when she grew a dong."

This seemed to get the attention of Weiss and Blake as they, as well as Yang, stared at them. "Wait..." Yang started. "She can... grow a dong?"

Blake looked back at Yang before looking at the changeling. “A real one?”

Chrysalis nodded.

“Can we see it?” Asked Yang.

“Okay,” Weiss said as she sat down at the kitchen table, facing away from the group in the hopes of eating her cereal in peace.

Chrysalis shrugged and made her way over to the couch. She sat down across from Blake and worked off her panties. “Are all humans this curious?”

“Probably,” Yang chuckled. “But we haven’t really had the time. We went from school, to battle, to space. Not much time for fun or relationships.”

“And the crew does seem predominantly female,” Chrysalis said as she set her panties aside. She then spread her legs and lit up her horn. “Prepare yourselves,” she warned, before she summoned her cock.

She made sure it was the same size as when she fucked Ruby. As it hung between her legs, only the tip was visible under her dress. She then reached down and lifted her dress up to expose her rod. Blake and Yang both went wide-eyed.

“Wow,” Yang said in awe. “But that looks like a horse dong.”

“I’m not sure what a human’s looks like,” Chrysalis pointed out.

“Well…” Ruby said as she pulled out a little black touch-screen tablet. She then went into Earth’s archives and found a picture of a male’s penis. “This,” she said as she walked over and showed the changeling the screen.

Chrysalis eyed it and tilted her head. “It looks stiff.”

“They get hard when aroused, right?” Yang asked.

“Hmm…” Chrysalis muttered in thought. “Ours gets a little harder but not like this. And it has an interesting shape. I think I’ve seen mushrooms with a similar shape.” She then lit up her horn again as her cock took on more of a human appearance. It even stuck out like a stiff pole. “Better?”

Yang smiled. “Looks more human, for sure.” She then moved around the couch and sat beside the changeling on the left. “May I?”

Blake put her book down on the open pages and moved to sit on Chrysalis’ right. She then watched as Yang reached out to gently poke the stiff changeling cock. Chrysalis decided to just pull off her dress and lightly tossed it on the other side of Blake. She then rested her arms on the back of the couch as the blonde female wrapped her fingers around the shaft.

While Yang felt up and down the dick, Blake’s eyes slowly went to the large black tits. She then lifted her legs up and got on all fours on the couch. Chrysalis sighed at the handjob she was getting and looked over to see the catgirl eyeing her breasts. She moved her right hand to gently rub the back of Blake’s head, making the woman close her eyes and lean her face into Chrysalis’ large right breast.

Weiss looked over her shoulder to see what they were doing. From where she was seated, she could see Blake’s face buried in the side of Chrysalis’ breast and Yang’s arm moving. She could only get brief glimpses of the changeling cock. Ruby had her hands on the couch behind Blake and was just watching. Before anyone could notice her watching, Weiss looked away and resumed her space breakfast.

Blake lifted her right hand to pull the breast closer so she could lick at the nipple. Chrysalis moaned it even more, especially as Yang used her free hand to fondle the dangling balls. Ruby moved behind Chrysalis and placed her right hand on the changeling’s upper chest while she reached her left hand down to rub the changeling’s left breast.

“You three are a lot of fun,” Chrysalis said with a smile. “But am I the only one that’s going to be fully naked?”

Blake and Yang looked at each other with a blush. “I know we all haven’t… seen each other naked, but…”

Blake looked down at the breast she was sucking on before looking up at Yang again. “I don’t mind. If you don’t.”

Weiss was also blushing at hearing the conversation behind her. She scooped some cereal into her mouth before sucking the spoon clean. She then held it up to try and see in its reflection. They’re really doing it, she thought to herself. She went back to eating, despite the orgy happening behind her.

Once Blake and Yang were naked, they each straddled one of Chrysalis’ legs. The changeling could feel how wet they were as Yang took hold of the rod with her left hand while Blake gripped it with her right. They both began to jerk off the large cock as Chrysalis reached out to rub their breasts. Yang had big D-cups while Blake had C-cups. After feeling up their chests, Chrysalis reached around to rub their butts.
Ruby had even gotten naked as she moved around to sit next to the changeling. Chrysalis eyed her before they both leaned in and kissed each other on the lips.

Yang looked down at the cock and rubbed the tip. “I think I’m ready to… take it further.”

“Really?” Blake asked, unsure. “It looks big.”

Ruby broke the kiss as Chrysalis kissed her neck. “I was able to take it, ya big baby.”

Yang chuckled as Blake sighed. The cat-eared female moved off the leg to sit on Chrysalis’ left. Yang then fully straddled Chrysalis’ lap with the black cock pressed against her stomach. She then placed her hands on Chrysalis’ shoulders and lifted her butt up. When she felt her lips kiss the tip of the dick, she took a deep breath and pushed down.

“Oh, fuck!” She moaned out as she dropped down all the way with a wet slap. Weiss even jumped a little at the outburst and almost choked on her food.

Ruby sat upright as Yang hugged the changeling tightly. She then started to move her hips up and down while Chrysalis gripped her butt. Wet slaps and moaning filled the room while Ruby and Blake watched, and Weiss tried her best to ignore them. Occasionally, Yang would scream out a Fuck! or a Holy shit!, which made focusing on the cereal rather difficult. Needless to say, Weiss' entire face was red and she was even starting to sweat.

"Oh, this is amazing!" Yang moaned loudly as she leaked all over the changeling's balls.

Chrysalis felt close to an orgasm and shuddered as she grabbed Yang's ass and held her down. "W-Wait!"

Yang stopped and pulled back to look her in the eyes. "What? What's wrong?"

Chrysalis took a deep breath and sighed. "If... If I cum inside you... you'll get... pregnant."

Yang's smile faded a little. "With an alien baby?" She then looked frightened. "Will it hurt?! Could I die?!"

"No no," Chrysalis assured her. "Just... you'd end up giving birth to three eggs about the size of... Well, about the size of one of your tits," she said as she patted the woman's breasts. "Inside would be... a baby changeling."

Yang thought for a moment. "That's how you repopulate?"

Chrysalis nodded. "Each one of my loads would make you give birth to three eggs. They'll increase in size over the course of two weeks, then they hatch. After about a month, the changeling would be fully grown."

"How long after you... you know... before I get a big belly?"

The changeling queen rubbed the human's hips. "Well... After I cum about... a week."

Yang smiled. "Is this why you... stole love before?"

Chrysalis nodded hesitantly. "Mmm... My kind don't last long without love. I've had to... bury... so many."

Weiss stopped mid-chew and looked over at the group. Yang let out a silent gasp and looked over at Ruby, who also appeared saddened by this knowledge. Even Blake's cat ears were drooped. "Well..." Yang began. "I... wouldn't mind... trying."

Chrysalis stared at her, not really sure what to say or do. Yang smiled lightly and started to slowly move her hips up and down. The two maintained eye contact as Yang's moans grew and grew. Chrysalis moaned out too as she moved her hands up and down the woman's sides. She grunted lightly as her hands gripped Yang's breasts. Yang moaned out and felt cum shoot deep inside her. She smiled and moved a little more as she squirted on the changeling's crotch. She then sighed heavily and slid all the way down on the shaft as she felt the last bit of Chrysalis' cum shoot inside.

"Yang, I..." Chrysalis began, but got cut off when the human dove in for a kiss.

Blake watched them and rested her cheek on the love bug's shoulder. "I wouldn't mind a turn."

Yang broke the kiss to look at her friend as Chrysalis froze.

"I wouldn't mind it, either," Ruby said. "Though, I can wait until another time. I'm just... throwing it out there."

Weiss averted her eyes as she thought. She turned and went back to her cereal as Yang slid off Chrysalis' lap and stood on the floor as the black cock slipped from her pussy. A string of cum leaked out as she let out a soft moan. Blake laid down on her back on the couch as she spread her legs. Chrysalis looked over at her and noticed her waiting position. She hesitated before she turned and crawled atop the animal girl.

As her tits dangled, she gripped her cock and brought the tip to the woman's pussy. Since she just came, the shaft was nice and lubed up. She pushed it in with a grunt as Blake sighed deeply. Both began moaning as Chrysalis rocked her hips as she started to fuck her new friend. Yang went and knelt beside them on the floor, watching the black cock slide in and out of her friend's pussy. Ruby laid down on her stomach and did the same as Yang, only she had a better view of Chrysalis' swinging balls.

Weiss looked over at them again as her eyes met Chrysalis'. She froze when she realized she had been spotted, but Chrysalis didn't seem to be making a big deal about it. She blushed and shot the changeling a light smile. When she received a smile in return, she turned back around and continued on her cereal.

The group stayed relatively silent as Chrysalis pounded away before Chrysalis slammed her hips down and filled the black-haired female up. Blake moaned out as she also came hard from the pussy pounding. Chrysalis exhaled deeply and sat up as she pulled out of the human. Ruby sat up and hugged her from behind. Blake sat up and looked down at the cum leaking out of her as sweat glistened on her body. Yang leaned in and rubbed her friend's shoulder.

Weiss finished her cereal as she stared at her milk, thinking about what her friends just went through.

Starlight entered the rec room belonging to herself and her crew. Twilight, Rarity, and Fluttershy were reading on the couch, Applejack and Rainbow Dash were at the punching bag, and Pinkie was baking a cake in the kitchen. Starlight walked over to the center of the ring of couches and cleared her throat loudly. Everyone stopped what they were doing and looked at her.

"So..." Starlight began. "Chrysalis is here."

Chrysalis entered Team RWBY's bathroom and closed the door, now back in her dress. She then gripped the sink and let out shuddered breaths as she kept herself from crying. She exhaled deeply and sniffled. Looking up, she stared at herself in the mirror. She didn't expect to find help this soon and this easily. Was it this easy the whole time? Was all the conflict back home completely and utterly unnecessary? Were all the burials avoidable? Chrysalis let out a soft whimper and put a hand to her mouth. She sniffled again and cleared her throat. Once she composed herself, she left the bathroom. Everyone else was dressed as well and Weiss was putting her bowl in the sink to dry. Ruby walked over to her and smiled.

"So, we have a mission that we were wondering if you'd like to help with," the human said with a smile.

Chrysalis nodded. "Alright. It's the least I could do, after what your friends did. And... you."

Ruby chuckled. "The least you could do is nothing at all. But we'd love your help."

~~~
XII. Remnants of Dust
~~~

Ruby landed her team's red fighter ship in a large desolate wasteland. Chrysalis walked up to the cockpit window and looked out. "Where are we?" The changeling asked as she looked around.

Ruby turned the engines off before she stood up. "Remnant," she said. "Our home. After years of Grimm attacks."

"Right. Grimm," Chrysalis muttered as she followed Ruby to the back exit ramp where the others were waiting. "You mentioned that the most common type is... a Beowolf?"

"Yeah, they're scary and they're dangerous," Ruby said as she hit the button to lower the ramp. She then went to pick up a large scythe that was resting against the wall. "But they're no much for this baby!"

Yang punched her fists together, now wearing a large, golden gauntlet on each hand. "Let's get going."

Weiss checked her rapier and Blake gripped her sword as they all left the ship. Nearby was a rectangular metal building. The wind howled and made it hard to hear anything else. As they made their way across the open land, they kept their eyes on the surrounding area, as well as the sky.

"That building leads to an underground Dust mine!" Ruby yelled. "We need to gather all we can! Dust is extremely powerful stuff!"

"That's quite an oversimplification!" Weiss yelled in response. "Just remember, no negative emotions! We don't want to attract any more Grimm than what may already be down there!"

They made it to the building with no problem and entered. Inside was wide open with drilling equipment and a ramp leading down into the mine. The four humans got their weapons ready while Chrysalis lit up her horn. They then made their way down into the Dust mine, the only source of light coming from strange crystals that gave off their own light.

Chrysalis eyed Blake and moved closer to her. "So... what are you?" She asked, getting the woman's attention. "You seem human, but..."

"The cat ears?" Blake asked. "I'm a faunus. It's a species on this planet that are humans with animal parts. Some have ears, tails, scales, et cetera. They were pretty much looked down upon by everyone. Outcasts."

The changeling nodded. "I know the feeling."

Blake gave a light smile. "Yeah, you do."

After walking for what felt like an hour, they finally found themselves in the main part of the mine where they could clearly see Dust in the walls. Also here were a few beowolves. The team ducked behind large rocks and got their weapons ready.

"I count eight," Ruby whispered.

"Remember, no ranged attacks," Weiss told their newbie.

Chrysalis nodded and lit up her horn. "I have alternatives."

"Alright..." Blake said as she unsheathed her sword and gripped both it and her sheathe tightly. "Let's go."

They all ran out from cover and charged at the Grimm. The monsters immediately spotted the females and roared before charging. One lunged at Ruby, and she slid under it, swiping at it with her scythe. She managed to cut it in half as another tackled her. Before it could bite her, Yang kicked it off her and helped her sister up.

"Seven left," Yang said as she held up her fits.

She and Ruby rejoined the battle as Chrysalis dodged a swipe and punched the wolf hard across the face. Blake leaped over a wolf and knocked its hand away with the scabbard and then swiped at it with her sword. When she landed behind it, she sheathed her sword, creating a greatsword, and swung at the wolf. The creature was knocked back and then vaporized.

Weiss spun to the side a beowulf tried to bite her. It swiped a few times and Weiss used her semblance to create a platform beneath her and slide backwards. She then did a backflip, created a vertical platform in the air, and kicked off of it. As she flew at the wolf, she held her rapier out in front of her and impaled the monster in the face.

Ruby swiped at a wolf, but it ducked and uppercut her in the face. Ruby flew backwards as Blake used the ribbon hanging off the back of her sword as a lasso and wrapped it around the wolf's arm. It roared at her as Yang jumped in front of it and punched it across the face a few times before kicking it backwards. Weiss then landed on it and impaled it in the chest.

"Four more!" Ruby called out as she held up her scythe to block an attack.

Chrysalis used her shield to protect herself against two attacking beowolves, before she made the shield burst. The force knocked the two back as she lunged at one and clawed it in the face. She slashed at it a few times before kicking it aside. The other one tackled her and she let out a growl. Holding her hand to the creature's head, she looked up at the ceiling. No Dust up there. Good. She then fired a magic bolt that tore through the wolf's head, killing it and creating a small dent in the ceiling. A couple chunks of rocks fell down as Ruby killed another wolf.

"Careful, Chryssie!" Ruby called out as the changeling stood up.

"I am!" Chrysalis called back as she leaped at the other wolf and knocked it to the ground. She then fired another magic blast at its head, this time killing it and hitting the ground.

The last wolf lunged at the changeling, but Weiss slid in its way and used its momentum to impale it on her rapier. It dissolved upon death before Weiss sheathed her weapon. She turned to Chrysalis and gave her a light smile.

"That's all of them," Ruby said as she looked around.

Weiss' eyes went to Chrysalis' crotch before she went to investigate the Dust. As she left the changeling, she started to feel hot again and wiped her forehead. Yang went over to Chrysalis and let out a sigh as she stretched her arms over her head.

"Pretty easy, right?" She asked.

"Not much of a challenge."

"Yeah, beowolves are chumps. Maybe, if you keep helping us, you'll see the really bad ones."

"Maybe," Chrysalis said as she watched Ruby pull out a bag and join Weiss as they gathered up whatever Dust they could. "They seemed to be attracted to me."

"The Grimm?" Yang asked as she put a hand on her hip. "Maybe it's your magic."

Chrysalis thought to herself that maybe it was due to her negative feelings. Sure, she was enjoying herself and she liked her new friends, but she couldn't help but think about how she may have been able to save her hive sooner if she had tried harder. "Yeah. My magic."

After gathering up the Dust, the group made their way back outside and back to the ship. Ruby carried the Dust on board, followed by Blake and Yang. Weiss hung back with Chrysalis at the base of the ramp and waited until Blake was far enough away.

"Hey?" Weiss said as she eyed the changeling.

Chrysalis eyed her back. "Yes, Weiss?"

"Could I... maybe..." Weiss began as she blushed. "I-I was just wondering if... I could come... visit you? Later? In your room?"

The changeling smirked. "I'll leave my door unlocked."

"Cool, just... don't tell the others."

Chrysalis slowly leaned in. "Tell them what?"

Weiss smiled lightly and made her way on board. Chrysalis watched her leave before she sighed. She looked in the distance to see an approaching horde of beowolves. She knew they could sense her negativity and quickly boarded the ship. Once on, she hit the button to close the ramp.

Back at the Senate, Ruby docked the ship and her crew left the ship. As they were leaving the hangar, Luna walked in. The group stopped as Chrysalis sighed heavily. "You all go," she said as she crossed her arms. "I got this." Ruby and the other three eyed the alicorn before they all waved bye and left.

Luna waited for them to leave before she returned her attention to the changeling. "So... you are helping out?"

"Figured I'd lend my assistance, yes."

"We had sex, by the way!" Ruby called out from down the hallway, before she ran off to catch up with the others.

Luna looked back at her before she looked at Chrysalis again. "Really? Already starting to spread your hive?"

"Their idea. But, most importantly, they're all healthy."

Luna sighed deeply and nodded. "I cannot argue that. Just watch yourself."

Chrysalis forced a smile. "You, too." She then walked around the blue alicorn, making her way back to her room.

Luna watched her leave before going on her own way.

~~~
XII-b. Weiss’ Turn
~~~

Late that day, Chrysalis lay in bed naked and stared up at the ceiling. She had the covers pulled up over her chest and was feeling nice and comfortable while she thought about everything. She had come all this way and was prepared to take what she wanted by force. However, much to her surprise, she found four who seemed willing to help out on their own. Was this all worth it?

She was pulled from her thoughts when there was a knock on her door. "Come in!" She called.

The door slid open as Weiss entered, wearing fancy pajamas. She noticed Chrysalis' dress on the desk and then looked over at the changeling in bed, watching her. "Hello," Weiss greeted with a wave.

"Hey."

"I'm sure you know why I'm here."

"You want what Blake and Yang experienced."

Weiss nodded. "And, technically, Ruby, but... I'd like to help, too."

The changeling smiled lightly and pulled the sheets back to expose her breasts and cock. Weiss blushed hard but she had already seen it. She went to the desk and pulled her pajama dress off and set it down, fully nude. She blushed even harder but turned to Chrysalis with her B-cups on full display. She then moved closer and closer as Chrysalis eyed her body.

"Another beautiful lady," Chrysalis cooed as Weiss stood next to the bed. The changeling sat up and swung her legs over the edge to sit facing the human. She then held Weiss hips and leaned in to kiss Weiss pussy before pushing her tongue all the way in until it hit her cervix.

Weiss moaned out loudly but covered her mouth with wide-eyes. Chrysalis chuckled and wiggled her tongue around before she pulled out. "Turn around for me."

Weiss hesitated but slowly turned around and looked over her shoulder. Chrysalis gripped the woman's butt cheeks and kneaded them before pulling them apart. She then leaned in and pushed her long tongue in the tight anus. Weiss gasped and let out a deep groan. She could feel the changeling's tongue deep inside her back door and licking all over her insides. Chrysalis let out a deep moan and inhaled before pulling out with a sigh.

"You have a great ass." She then patted the cheeks before scooting back and sliding her legs back under the covers. "Come on in."

Weiss could still feel the changeling's saliva all over her hole as she turned and slowly got under the covers. Chrysalis reached her left arm around her and leaned in to kiss her. Weiss closed her eyes and kissed back as the long tongue played with hers. Chrysalis moved her hand to rub over the human's smaller breasts before sliding it lower to gently rub the pussy. Weiss moaned into the kiss before Chrysalis leaned into her, making her lie down before climbing atop her.

They broke the kiss as they looked in each other's eyes while the thick black cock throbbed against Weiss pussy. The human gave a single nod as Chrysalis smiled and pushed her way inside. Both females moaned out before Chrysalis moved her hips. Weiss' eyes moved lower to look at the large black tits resting on her chest, moaning out loudly as she felt the thick pole sliding back and forth in her womanhood.

"You have... an amazing body, too," Weiss moaned.

Chrysalis smiled and reached her right hand up to tub the woman's cheek. "What's your favorite part?"

Weiss blushed and let out a moan. "U-Um... Well, right now, all I can think about... are your breasts."

The changeling chuckled and propped her upper half up on her arms while she continued to fuck the human, her dangling tits bouncing back and forth. "These things?"

Weiss nodded and watched the mesmerizing movements of the two wrecking balls swing in her face. "You and your friends are welcome to them. Whenever... you... want." Weiss shot her hands up to grip them as she moaned more and more. Chrysalis smiled and sighed heavily. "Getting close, by the way."

"It's okay," Weiss moaned. "Do it."

Chrysalis nodded and sped up her movements until she finally came hard. "Oh, fuck!" She moaned as she filled the woman's pussy, and womb, with her changeling cum.

Weiss gripped the black tits harder as she felt her insides fill up. Once she felt the cock inside her stop, her grip slowly loosened on the breasts before her arms fell by her sides. Chrysalis looked down and then back up at her.

"You didn't cum."

Weiss shook her head. "I'm... almost there. Maybe... on more quickie?"

Chrysalis chuckled. "Alright. But your womb is pretty full right now."

"In that case," Weiss began as she rolled over onto her stomach, the changeling dick resting between her butt cheeks.

"Really?"

"Your tongue felt amazing when it was in there. I sort of... want to feel your..."

Chrysalis lifted her hips up and brought the tip of her dick to the tight hole. Both the cock was lubed with pussy juice and semen while the butt hole was still lubed with saliva. This allowed the cock to easily glide its way in while perfectly stuffing the human.

Weiss grunted upon penetration and gripped the bed sheets. "Oh, that's... different."

Chrysalis smirked and leaned in to kiss at the woman's neck as she began to move her hips. Weiss continued to let out soft groans at the new sensation as she neared her orgasm. Chrysalis gave a single hard thrust, making her let out a loud grunt.

"Your noises are cute."

Weiss started to moan and then buried her face in the pillow to try and muffle it. Chrysalis sped up as she neared her second orgasm. This time, she didn't feel the need to give a warning since the human wouldn't be impregnated by anal sex. Chrysalis slammed her hips against Weiss' more and more until she started to cum. Her load quickly filled up the tight hole and started to leak out around the cock.

Weiss moaned out and came hard, soaking the bed sheets with her pussy juices. She arched her back and let out an extremely loud moan, not caring anymore if anyone heard her. The feeling was so good that she would be okay if someone heard. It would be totally worth it. She even found that she enjoyed anal more than vaginal, despite really enjoying vaginal.

When done, Chrysalis pulled out and laid beside the human, rubbing her back. "So?"

"You're amazing," Weiss sighed.

Chrysalis smiled and rolled onto her back, letting her large breasts roll off her chest. "Going to spend the night?"

Weiss looked at the breasts and reached her right hand out to rub them. "I... I think I'd like that."

"What about your friends? Wouldn't they wonder where you were?"

"They'll give me a hard time, for sure, but... they're still my friends and they'd be more happy that I... actually enjoyed myself."

"Sounds like you have some pretty amazing friends."

"You met them. You know I do."

Chrysalis chuckled softly. "I never had that."

"You have it now."

"Yes, I do. Now, we should probably get some sleep."

Weiss smiled and moved closer to rest her head on the changeling's shoulder. Chrysalis put her right arm around her and hugged her as Weiss rested her right hand on the left breast. "Good night, Chrysalis."

"Good night, Weiss."

To Be Continued…