Conquest Among The Stars: Season One [UNCUT]

by Pinkamena666

Rating: mature
Tags: Sex, Science Fiction, Queen Chrysalis, Profanity, Non-consensual, Star Fox, Violence, Princess Celestia, Crossover, Death, Alternate Universe, Human, Anthro, Main 6, Drama, Gore, My Little Pony: Friendship is Magic, Fetish, RWBY, Starlight Glimmer, Thriller, Changelings
Length: 55716

Chrysalis stumbles upon a robot named XJ92 or, as the bot prefers, Jenny. Jenny then introduces Chrysalis to the Galactic Council to help make the changeling's life easier. However, it only sets everyone down a path towards a devastating finale.

Two months into her space life, Chrysalis stumbles upon an unknown vessel that crash landed on a snowy planet. Upon arrival, she learns that this robot is named XJ92 or, as the robot prefers, Jenny. After escaping the planet, Jenny introduces Chrysalis to the Galactic Senate in the hopes to make the changeling's life easier. However, it merely sets everyone down a path towards an absolutely devastating finale.

Inspired by: Stellaris
Features: RWBY, Star Fox, and Sonic

Published 2023-08-10 20:00:00 UTC
Last updated 2024-04-06 02:27:21 UTC

II - Senate

~~~
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…

III - Ulterior

~~~
XIII. Regret
~~~

Chrysalis opened her eyes to find Weiss asleep with her head on her chest. The changeling reached her hands around to rub the human's back. As she did, Weiss slid up to nuzzle her neck. "You awake?"

Weiss mumbled something before rolling over and laying on her back atop the changeling. "I am," she said as she rested her head on Chrysalis' left shoulder. "You know... this was my first time with... another female. Especially one with a, uh..."

"A dick?"

“Hehm… Yeah.”

Chrysalis glanced at the digital wall clock. "You should probably head back. If you want to get there before your friends wake up."

Weiss smiled and sat up. "I have time for... one more round."

Chrysalis smirked as Weiss repositioned herself so she sat facing the changeling. She then pulled the queen's left leg over her right and slid forward so their pussies touched. The changeling took hold of Weiss' left leg and brought the foot to her face as she began to grind her hips. Weiss moaned at the rubbing and even more when Chrysalis began to lick her foot. She wanted in on this action and brought Chrysalis' left foot to her own mouth and licked at the sole. Both moaned and licked each other's foot as they rubbed their pussies together.

This kept up until they both moaned loudly and came hard, soaking each other's crotches with their juices. Chrysalis sat up and pulled her foot away before she crawled atop the human. She then trailed kisses up the woman's belly and to her chest where she licked a little at each nipple. Weiss moaned softly before the changeling moved higher to kiss her on the lips. Weiss kissed back before the changeling broke the kiss.

"Time to head back?"

Weiss nodded. "Mmm... This was fun."

"Yes, it was."

Weiss slid out from under the changeling and walked over to gather her clothes. Chrysalis rested on her side as she watched the woman get dressed. Weiss gave her smile as she pulled her nightgown back on. She then gave a light wave as she headed for the door. Chrysalis gave her a wave before the human left.

When the door slid closed, Weiss took a deep breath and made her way around the circular hall, passing the other living areas until she arrived at her own. As she turned down the hall, she saw Ruby leaning against the wall near her door. The younger woman had a smirk on her face and was still wearing her own pajamas.

"Can it, Ruby," Weiss snapped preemptively.

"What, I didn't say anything." She then chuckled. "She's pretty fun, though, right?"

Weiss stopped at her door and smiled. "Yeah. She is." She gave her friend a friendly punch on the arm before she entered her bedroom.

"Hey!" Ruby whined playfully before she returned to her own room.

The next “morning” Chrysalis entered the hangar where her ship was docked and made her way over to it. As she headed up the ramp and arrived back on board, she went over to the cockpit and sat down with a sigh. When she booted up her computer, a hologram of the surrounding space was shown. In the center was the Senate and color-coded sections indicating which group owned which space. Unsurprising to her, all of Celestia’s territories had their borders closed to her.

“Always a bitch,” Chrysalis muttered, before she noticed Luna’s weren’t closed. “Huh…”

She looked out the cockpit to see Starlight standing in the hangar, looking right at her. The mare was wearing a loose white crop top and baggy white pants. Chrysalis leaned back in her chair and sighed. After a few more seconds, she got up and went back to the exit ramp, where Starlight was now waiting.

“So, it’s true,” Starlight said with her arms crossed. “You’re here.”

Chrysalis said nothing, she just turned and headed back on her ship. Starlight walked up after her where she found the changeling waiting. They were in the ship’s cargo hold and Chrysalis was sitting on a crate. The unicorn flexed her fingers a little out of nervousness.

“It’s… been a while.”

Chrysalis nodded. “Sure has.”

Both stayed silent for an awkward amount of time before Starlight decided to be the one to break the silence.

“So, I… I see you’re doing… well.”

Chrysalis smiled lightly and hung her head. “I’ve lost over three thousand of my children.”

“I’m… sorry.”

Chrysalis sighed and let out a light chuckle. "You know... I hated you for the longest time. In fact, one of the reasons I came all the way up here was to... capture you and use you as a breeder." Starlight opened her mouth lightly in a silent gasp. "But... after spending time with Ruby and her friends... I realized that maybe things could've been... different."

"I was wondering why you didn't straight-up attack me when you saw me."

Chrysalis gave her a light smile. "You could not possibly imagine the things I wanted to do to you."

Starlight slowly walked over to her. "Well, I... I did sort of... cause the war... in a way." She then sat down beside the changeling on her right. "I... I didn't know what was going to happen. When I told them where you were. I-I didn't know they'd..." Starlight exhaled deeply and sniffled as she wiped her eyes.

Chrysalis eyed her. "We've all made mistakes, Starlight. I raped. You ratted me out. Celestia killed a whole bunch of my children. One... plus one... plus one... equals war."

"You didn't... have to steal all that love, you know?" Starlight said with a small smile. "You didn't... have to take it from me."

Chrysalis nodded. "And that made the betrayal hurt so much more." She took a deep breath and looked at Starlight. "I never thought I'd... say this to you... after everything that's happened, but... Fresh start?"

Starlight nodded with a wide smile. "I'd like that. But... we don't have to forget about... everything, do we?" She asked as she placed her right hand on Chrysalis' right leg.

The changeling chuckled softly. "Mmm. We did have some fun, didn't we?"

Starlight leaned in closer. "We could have some fun right now."

Chrysalis smiled and went to lean in when a faint beeping sound could be heard. The changeling stopped and sighed. "Hold that thought," she said as she stood up.

Starlight stood and followed her out of the cargo hold and into the main hall of the ship. Heading down it, they arrived in the cockpit where Chrysalis sat down. She hit a flashing button and the screen on the console displayed one of her changeling drones.

"Abby," she said. "What's going on?"

"We may have found a suitable planet. Would you like to come see?"

Chrysalis smiled and nodded. "Send the coordinates and I'll be right there."

The drone nodded and the call ended. Starlight moved closer. "Who was that?"

"Abby," Chrysalis answered. "She's... one of my favorites."

Starlight smiled and sat in the co-pilot's seat facing the queen. "Why's that?"

Chrysalis eyed her before pushing some buttons. "I have to... go, so..."

Starlight shrugged. "Take off, then." The changeling smirked and closed the ramp and turned the engines on. As she turned the ship around and flew out of the hangar, Starlight leaned in closer. "So... Why's she your favorite? Did she save your life, or something?"

"No, nothing like that."

"Then, out of all your children, whom you love more than anything... why is Abby..."

"She's one of yours," Chrysalis interrupted as they left the Senate.

Starlight's smile faded as she stared at the queen, who was focused on the console. Chrysalis then pushed a lever up and the ship launched into hyperspace towards their destination. Starlight leaned back in her chair and eyed the screen where the call came in. She shuddered a little and looked at Chrysalis again. "I'm a mom?"

Chrysalis froze. None of the mares she's ever bred had ever called themselves a mom. She then slowly nodded. "Yeah." Starlight covered her mouth. Chrysalis eyed her and looked ahead again. "She's actually the last one of yours. That's why I made her part of the recon team. The safest job out here."

Starlight muttered to herself. "I'm a... mom."

~~~
XIV. Rogue
~~~

When they arrived at their destination, Starlight was still lost in thought. Chrysalis scanned the area and found Abby’s recon ship. As she moved her flagship closer, she looked over at the unicorn. “Get ready.”

Starlight snapped out of her trance and glanced over at her with a light chuckle. “Would she… remember me?”

Chrysalis shook her head. “She was still an egg when you left.”

“Right…” Starlight muttered as she saw the small recon ship coming into view.

Chrysalis moved her ship beside it and activated the airlock. An airtight black metal tube slid out and connected with the other ship’s already extended tube, creating a safe space to walk. Chrysalis then got up and left the cockpit with Starlight close behind.

Stopping in the ship’s hall in front of the airlock door, they waited. Suddenly, the door slid open and there stood a changeling drone with light turquoise eyes, long turquoise skirt, and a turquoise tube top.

“Mother,” Abby greeted her queen as Starlight just stared.

Chrysalis smiled. “Abby.”

The drone then looked at Starlight. “Isn’t she, uh, with Celestia? The one you, um, wanted to…”

“The one I came up here to enslave, yes.”

“Well, uh… congratulations?”

“No, it’s not like that. As a matter of fact, she’s actually your… other mother. The one you came out of.”

Abby’s eyes widened and she looked at the unicorn in disbelief. “Really?”

Starlight slowly walked up to her. “Abby,” she said as she reached out and gently placed her hand on the drone’s cheek.

Abby felt a sudden burst of love flow through her body and she let out a soft gasp. “You really care.”

Starlight chuckled and hugged her tightly. “Of course I care. You’re my daughter.”

Chrysalis smiled as she watched, before a warning alarm went off on both ships. “Shit, we’re not alone.” She then looked at Abby again, who broke her hug with her pony mom. “Jump back to our territory. I’ll close off the borders.”

Abby nodded and ran back to her ship. As her door closed, Starlight followed Chrysalis back to the cockpit.

“You think those are Senate ships?” Starlights asked as their ships disconnected.

“I’m not sure,” Chrysalis said as she sat down and brought up her map. “Better safe than sorry.” She went into the Senate’s system and marked her borders as closed to everyone.

Krystal was sitting in her seat at the Council table, going through files on a computer. Suddenly, Sally ran in carrying a tablet. “Krystal. Chrysalis has just closed off her borders to everyone.”

The blue fox cooed what she was doing and brought up the map. She could see where Chrysalis was and that the borders to her territories were, indeed, closed. “What’s going on in there?”

“This is gonna stir things up with the Senate.”

“Couldn’t give a fuck about the Senate!” Chrysalis hissed. “I’m not losing any more children!” Starlight let out a mental gasp as Chrysalis checked the radar. “Besides, there’s only three.”

She turned the ship around and flew towards the enemy fighters. When they began firing, she fired back and rolled the ship to the side. The three ships broke formation and began to circle around back.

“One at a time, then,” Chrysalis muttered and took off after one.

The second she did, the other two turned and began closing in. Chrysalis fired but the fighter rigged to the side and dropped a mine. The changeling gasped and pulled up to go over. When she was above it, it exploded and rocked the ship.

“Shit!” Chrysalis yelled. “Hit that button for a status report,” she told Starlight before continuing to shoot at her target.

Starlight hit the button she was told to and a readout appeared on the screen. "Uh, everything looks fine!" Chrysalis rolled her ship to avoid rockets fired from behind. She then took aim and fired at the ship in front of her before a rocket exploded near the top of the ship, causing it to shake violently. Starlight ducked out of instinct before she looked at the screen again. "Uh... Well... We lost our hyperdrive."

"Shit," Chrysalis growled as she hit the brakes and came to a hard stop. The two ships behind them flew around them before she went forward again. There was a beep from the console before Starlight pushed the flashing button.

"Mom?!" Came Abby's voice.

Starlight looked at the screen. "Abby?"

The changeling looked at her. "Other mom. We have a problem!"

"What is it?" Asked Chrysalis.

"There's enemy ships here! And they've taken out our hyperdrive!"

Chrysalis went wide-eyed and practically lost focus on the enemy ships in her area. "W..."

"Just like us," Starlight said. "And, those ships..." She began. "Even worse news."

"What could be worse?!" Chrysalis yelled as she fired at the ships again.

"Those are Senate ships."

Chrysalis gasped and looked at the unicorn. "What?!"

"What do we do?!" Yelled Abby before her own ship rocked, making her scream.

"Abby?!" Yelled Starlight.

"Still here!"

Chrysalis' hands slowly let go of the controls. "I-I..."

Just when Chrysalis was about to fully pull her hands away, there was another beep. She gasped and quickly hit the button. The screen split in half with Abby's camera on the left and Jenny's on the right. "Jenny?" She gasped.

"Chryssie?!" The robot yelled. "We detected some odd activity near you. Are you okay?!"

"Someone sent Senate ships after us!" Starlight yelled.

"Starlight? You're there, too?"

"Did you hear what I said, Jenny?! Senate ships! If you help us, it could put you in danger!"

"Was a Declaration of War announced?"

"I-I didn't hear anything," Chrysalis stammered as she tried to focus on the enemies near her. "One of my ships... One of my children... is in the neighboring territory I own. She's in danger."

"Open your borders to me."

Chrysalis sighed and nodded. "Starlight?"

The mare nodded and shrunk their cameras down and went into the system to open the borders to the Earth Defense Force. "It's open, Jenny. And both our hyperdrives are down!"

"I can fix it for you after we deal with the threat!" Jenny yelled as she put in the coordinates. "Talk later!" The robot closed the comms before shooting off to help Abby.

Chrysalis gasped as Abby's comms also went dead. "Dammit! Please, Jenny," she whispered, maneuvering her ship and firing. This time, she managed to take out one of the ships. As it exploded, the other two broke off in different directions. "One down. Two to go."

Krystal was still looking through her files when a message popped up on her screen. It was from Jenny, stating that there were rogue Senate ships attacking Chrysalis and Starlight. Her eyes narrowed and she got up.

Chrysalis saw another rocket coming at her from the front as the enemy ship went to fly over them. The changeling used her magic to grab the rocket and propel it at the ship. The rogue Senate ship exploded as the third and final ship spun around and fired its lasers. Chrysalis rolled the ship ninety-degrees, narrowly avoiding the attack as she fired her own rocket. She then grabbed it and propelled it even faster. However, this ship was fast and shot it with its lasers. Chrysalis veered to the right to avoid it.

Krystal walked into the ponies' rec room. "Where's Celestia?"

The alicorn was busy talking with Twilight in the kitchen. They stopped their conversation as the solar princess patted the unicorn's shoulder. She then made her way over and crossed her arms. "Yes?"

"Did you send Senate ships after Chrysalis in a non-declared act of war?"

"What?" Celestia gasped. "No, of course not. I'm a princess, Krystal. Rules and laws are something I live by. Otherwise, I'd have slaughtered her on sight."

Krystal stared her in the eyes and nodded. "Okay. I didn't think it'd be you, anyways."

"What? Why not?"

"Starlight's with her."

Celestia's eyes went wide. "What? But... I have to go!"

"No," Krystal said as she placed her hand on the alicorn's shoulder to stop her. "You know as well as I that Jenny has a better shot at fighting Senate ships than you."

Celestia sighed angrily. "Can't get a break."

"All we can do is... hope that those three can pull it off."

Chrysalis managed to get behind the final Senate ship and tried the comms again. "Abby? Abby?!" She yelled as she kept trying. The enemy ship in front sped up a little and then spun the ship around, ready to fire. "Shit!" Chrysalis yelled, veering to the left. However, she wasn't fast enough and the laser cut through her right wing. "Damn! We lost an engine!"

Starlight looked up as the Senate ship moved closer to them. "Well... at least I got to die with you."

Chrysalis leaned back in her seat and sighed. "Shame to die at all." The enemy ship fired up its lasers again before a rapid laser blast off to the left shot it to pieces, causing it to explode. "What?" Chrysalis asked and leaned forward. There was a beep on her console and she hit the button.

"Miss me?" Came Jenny's voice.

Chrysalis sighed heavily. "Jenny! How's Abby?"

"Safe and repaired. Now, it's your turn."

"She's okay..." Starlight told herself and let out a deep exhale. Chrysalis eyed her and got up with an angry yell. Starlight got up and followed after her. "What? What's wrong?"

Chrysalis turned around and forcefully grabbed Starlight by the shoulders. She then pushed her against the wall. "Why were Senate ships here?!"

"How should I know?!"

"Because Celestia doesn't trust me and EVERYONE is watching me! How do I know Celestia didn't send you to keep an eye on me?!"

"Why would she send me with you if she was just going to attack you?!" Starlight yelled back. "Why would she send me to my death?!" Chrysalis just breathed heavily. "Do you really not trust me?" She asked more softly.

The changeling let out a shuddered gasp and loosened her hold. "N-No, I, um..."

"Look... Anyone on the Senate has access to the Senate's fleet for support. Anybody could've sent them."

"If not Celestia, who?"

Starlight shrugged. "Maybe they were just supposed to keep an eye on you, and acted on their own. Can't really ask them now, can you?" Chrysalis hung her head and sighed as she placed her hands against the wall on either side of the mare's head. "You don't really think I'd conspire against you, do you?"

"I..." Chrysalis started as she looked up at her. "I believe you'd do whatever your princess asked of you."

Starlight smiled warmly. "Mostly whatever."

Chrysalis' breathing didn't lighten. Instead, she dove in for a kiss. Starlight grabbed Chrysalis' hips and pulled her closer as she kissed back. Both moaned deeply before Chrysalis slid her hands up Starlight's shirt to grab her C-cups. The mare spun them around and pinned Chrysalis against the wall before she broke the kiss. She then grabbed the bottom of Chrysalis' dress and pulled it up. The changeling helped and then tossed it aside. Starlight pulled off her own top before she dove back in for a kiss. The two hugged each other and moaned lovingly.

Suddenly, Starlight stepped back and lifted one leg after the other, pulling off her boots as she did. Chrysalis watched her pull her pants off and toss them aside. Now, only in socks, Starlight lit her horn up and summoned a thick purple horse cock. Chrysalis eyed it and smiled, leaning back against the wall.

"I missed you."

Starlight smiled. "I missed you, too."

Starlight gripped her cock and moved forward. She quickly inserted her rod and pushed all the way in, both letting out a loud moan. The unicorn slammed her hands against the wall. "Stick out that tongue."

Chrysalis smiled and opened her mouth as her long tongue rolled out and hang at its full 12-inches. Starlight scooped it up into her mouth and continued to take it in even when she felt it slip down her throat. She stopped just before their lips touched and started to suck on the tongue. As she did, she began to thrust her hips as she felt the changeling's saliva run down her throat.

Starlight moaned and closed the gap, kissing Chrysalis on the lips as she felt close to an orgasm. She sped up and gripped the changeling's shoulders. Before she could finish, Chrysalis pulled her tongue back and tilted her head away.

"Wait," she said, holding Starlight's hips to make her stop.

The unicorn pulled away, panting heavily. "What? I'm so close."

"I know. Just... I'm not ready to give birth yet. I'm still exploring space."

"I see..."

Chrysalis then turned around where she stood, the mare's cock sliding out of her pussy. She then placed her hands on the wall. "Finish back here."

Starlight smirked and moved her cock to the changeling's ass. She pushed her way in with a grunt before she gripped the changeling's tail. With loud moans, she gave hard thrusts which made Chrysalis grunt loudly.

"Fuck," Chrysalis grunted. "Harder!"

Starlight nodded and gave even harder thrusts, her balls slapping the changeling queen's green pussy. Their moans picked up before Starlight came hard, her huge load almost immediately spurting back out around her cock. Juices ran down Chrysalis' legs as she looked over her shoulder. Starlight finally pulled out, letting a flood of cum leak out onto the floor.

"Well?" Starlight sighed. "Gonna whip it out, too?"

Chrysalis chuckled and turned around as her cock and balls grew from her crotch. Starlight walked up to her and pushed her against the wall again. She then dropped to her knees and leaned in to suck her black balls. Chrysalis leaned her head back and moaned, her right hand rubbing the mare's head. "Still so eager."

Starlight chuckled and licked all over the thick nuts. She then buried her face where the sack met the shaft and inhaled. "This brings back memories."

She gripped the base of the cock and licked up to the tip, which she pulled into her mouth and sucked. She let out soft moans and lewd glurks as she moved her mouth lower. She even managed to deepthroat it, her lips pressing firmly against the changeling's crotch. She exhaled through her nose and stuck her tongue out to lick at the sack. She then slowly pulled back until the rod plopped from her mouth as she took in a deep breath.

She then looked up at the queen. "Lay down."

Chrysalis smirked and dropped to her knees before laying down on the hard floor. Starlight straddled her lap and slid the black cock inside her pussy. The mare licked her lips as she dropped down onto the shaft, a loud moan escaping her lips when their crotches met. She then placed her hands on Chrysalis' tits as she bounced her hips up and down forcefully.

"Fuck, yes..." the unicorn moaned, panting heavily.

As the rough riding continued, Chrysalis felt an orgasm slowly approaching. She held Starlight’s hips as they moved up and down until she felt close to bursting.

“Starlight, I’m close!”

The mare didn’t seem to care at first. She suddenly gasped and dropped down. “Celestia can’t know.” She then rolled off Chrysalis and rested on her left side, butt pressed against the changeling’s left hip. “You know what to do.”

Chrysalis nodded and slid her cock in the mare’s ass and wrapped her arms around the unicorn. She then began humping the purple butt as she gripped the mare’s left breast with her right hand. When she felt close to cumming, and Starlight’s moans increased, she moved her right hand to jerk off the mare’s cock.

When the changeling queen finally shot her load, Starlight moaned out loudly as she also came hard from her rod. The semen splattered all over the wall of the ship, and dripped down to form a puddle on the floor. Both slowed their movements down as Chrysalis breathed heavily on Starlight’s ear. There was a beep from the console as the queen let out a sigh. She used her magic to hit the button.

"Chryssie?" She heard Jenny ask. "Chryssie? Where are you?"

"Off-camera, Jenny!"

"Oh, okay! I fixed the wing and your hyperdrive. Abby said she's going back home. I'll... see you back at base?"

"Yeah!" Chrysalis called over. "I have to thank you properly!"

The robot giggled. "Can't wait!"

Chrysalis kissed Starlight's neck. "You know you're going to have to... pretend to hate me when we get back. And we can't be seen together."

Starlight nodded. "I'll tell Celestia I joined you to monitor your actions. She'll probably give me some speech about how dangerous it was to go with you, given our history, and blah blah blah... And I'll probably have to start... fucking her to keep her calm. She's getting pretty riled up with your presence."

Chrysalis chuckled and rubbed her belly. "Do what you gotta do, Glim-Glam."

"Glim-Glam. Haven't heard that in a while."

Krystal and Celestia were seated on the couch in the rec room when the fox's tablet beeped. She held it up and sighed. "Chrysalis and Starlight are both fine and on their way back. Love, Jenny."

Celestia exhaled deeply and hung her head. "Good."

~~~
XV. Relaxation
~~~

Chrysalis landed her ship in the hangar to see Jenny was already back. In fact, she could see the robot talking with Celestia, who wore her regal white-and-gold dress that showed off a lot of cleavage, gold wrist cuffs, lace thigh high white stockings with garter belt, and black open-toe high heels.

She looked over as the changeling turned off her engines. "Here we go," Chrysalis sighed as she and Starlight got up. "Come on."

She then left the cockpit with Starlight close behind and the two exited out the back ramp. When their eyes met Celestia's, the changeling eyed Starlight. The mare sighed and left the changeling, making her way over to the alicorn. Chrysalis crossed her arms and watched. Celestia put her arm around the unicorn and shot the changeling a hateful look before leading Starlight out of the hangar.

"Wow..." Jenny said as she walked over to her. "She does hate you."

"Thanks, Jenny."

The robot went wide-eyed when she realized what she said. "I-I didn't mean..."

"For helping us."

"Oh... Right.” Jenny chuckled in relief. “You're welcome.”

“I still owe you thanks.”

“Oh, that’s not necessary.” Jenny rubbed the back of her head as the red light emitters in her cheeks turned on. “Although…”

Starlight brought Celestia back to the princess’ room. “It wasn’t that bad, I promise.”

“But… You’re sure she didn’t try to hurt you?”

Starlight shook her head. “She made zero attempts to stack or rape me.” She then brought Celestia over to the desk chair and sat her down. “Maybe she’s changed.”

“Someone like that doesn’t change.” Starlight raised an eyebrow as the princess sighed. “You know what I mean.”

“I think…” Starlight began as she chuckled around behind the alicorn. “…that you need to relax,” she cooed, gripping the white mare’s shoulders and massaging them. “She’s got you really tensed up. I don’t think a simple shoulder massage is gonna cut it, Your Highness.”

“What do you mean?”

Starlight leaned forward and slid her hands lower. “I’m thinking… you need the royal treatment,” she cooed as her fingertips touched Celestia’s breasts.

The alicorn gasped. “No!” She yelled as she sent out a small magic shockwave that knocked Starlight back against the wall. As the unicorn fell to the floor, Celestia stood up and spun around. “I won’t fall for your tricks, changel…” She stopped suddenly when she saw a trickle of red blood rub down the mare’s head. Her eyes went wide and she quickly rushed to kneel beside her friend. “Starlight, I…”

The purple mare felt her head with her palm and chuckled. “Helping you relax is more dangerous than a space battle.”

“I’m so sorry, I…”

“It’s okay,” Starlight smiled as she put two fingers to the alicorn’s lips. “I should’ve expected you’d react that way, given the circumstances.”

Celestia to a deep breath and word her tears away. “Were… Were you trying to…”

“Massage your boobs? Yeah. Among other things.”

“But…”

“Shh… Just let me help you relax. Okay? Please, sit back down so I can continue.” Celestia hesitated and eyed the unicorn’s head. “I’m fine, Celestia. Now, sit down.”

The alicorn nodded. “A-Alright, I… I trust you.”

She stood up and helped the unicorn to her feet. She then went to sit back down as Straight rubbed her forehead. She went to stand behind the princess again and placed her hands back on the shoulders.

Starlight then slid her hands lower again. This time, Celestia let out a soft gasp when she fell fingers on her breasts. Starlight went further and slipped her hands under the dress until she felt the nipples on her palms. She smiled and moved her Seems down to pull the dress off of the large mounds, fully exposing them. Celestia let out a gasp and blushed as the unicorn began to feel the weight of the breasts and knead them with her fingers.

“Could you… remove this completely?” Starlight asked.

Celestia looked back at her and gave a small nod. Starlight pulled away as Celestia stood up and undid her dress. She pulled it off all the way and set it on her desk along with her golden wrist cuffs, now only wearing her garter belt, stockings, and shoes. She sat back down as Starlight reached her hands under the breasts and cupped them. Celestia leaned back all the way and closed her eyes with a relaxed sigh.

Starlight leaned in and rested her cheek against Celestia's, lightly breathing as she kept fondling the large breasts. The more she played with them, the more Celestia moaned. The unicorn smiled and stood upright as she began to disrobe. Celestia sighed and opened her eyes, looking left and right.

"Starlight?"

"One second," Starlight cooed.

Once she was fully naked, she went around to the front and stood before her princess. Celestia stared at her before the purple mare placed her hands on the chair's armrest. She then leaned in and pressed her face between the tits. She pulled back and rubbed the left breast with her right hand. Their eyes locked before Starlight gripped both breasts, pressed them together, and lifted them. Smirking, she latched her lips onto both nipples at once and sucked. Celestia moaned more and her breathing became a little more erratic.

Jenny fell backwards on Chrysalis’ bed, her head landing on the pillow. The changeling dropped on top of her before the two kissed. Both were already naked and Chrysalis already had her human cock out. As it rubbed against Jenny’s pussy, the robot let out a moan before she broke the kiss.

“Can I be on top?”

Chrysalis smirked lightly and shrugged. “Why not?”

She then held Jenny tightly before the two rolled over. The changeling queen rested her arms on the bed while Jenny sat up. Chrysalis then reached up and ran her hands over Jenny’s chest. As she did, Jenny held the black rod against her belly and rubbed the shaft.

When Chrysalis had enough of the robo-tits and rested her arms again, Jenny lifted her butt up, positioned the changeling’s human-like cock so its tip was against her pussy, before she slammed back down with a loud moan. Chrysalis even grunted due to Jenny being a tad heavier than the others she’s fucked. Still, though, she enjoyed the roughness and let Jenny do her thing.

Starlight pulled off the tits with a gasp before moving lower to kiss the princess’ belly. After letting the breasts dangle on their own, she moved her hands even lower to rub the alicorn’s inner thighs. She smirked and unhooked the lace stockings from the garter belt before sitting all the way down.

She looked up at the princess, who was watching her with a huge blush, as she worked off both shoes. After setting them aside, she took hold of Celestia’s right ankle and brought the white foot into her lap. She let out a light moan as the heel of the foot rubbed her pussy. Celestia clearly felt it, too, as she bit her lip.

Starlight reached up to grip the lace stocking and slowly pull it down. When it was almost off, Celestia lifted her foot to let the unicorn pull it off. Starlight set it aside and leaned in to kiss the leg. Celestia gripped her own tits with a moan, before Starlight gave light licks to the bare skin. She slid her left hand under the knee and her right to the princess’ ankle. She continued kissing as she lifted the white foot off her lap and brought it to her face, where she kissed all over the top and slowly dragged her tongue over the sole. Celestia let out another moan and slid her left hand down to gently rub her clothed crotch.

Jenny gripped Chrysalis breasts tightly as she sped up. Chrysalis moaned out and loosely held Jenny’s waist. Both their moans increased in frequency and volume before Chrysalis came hard. Jenny slammed her hips down as she squeaked in delight. She looked down as cum poured out of her.

Chrysalis smiled and, once she had finished cumming, rolled them both over again so she was on top. Jenny stared up at her, not knowing what was to happen now, before Chrysalis slid lower and started to suck on Jenny’s right nipple.

“Oh, Chryssie…” Jenny moaned softly as she closed her eyes.

With both stockings and garter belt off, Starlight kissed up Celestia’s inner thigh before she began to lick at the royal pussy lips. Celestia’s moaning escalated and she reached down with both hands to grab Starlight’s shoulders.

Chrysalis kissed down Jenny’s body to her pussy and pushed her long tongue inside. The robot arched her back and let out a glitched moan as she felt the appendage wiggle around inside her sensitive hole. All her pleasure sensors were firing off and she gripped the sheets tightly. Suddenly, Chrysalis received a burst of liquid to the face. She pulled back and licked it from her lips.

“What was that?”

Jenny looked up and propped herself up on her arms. “Just some water,” Jenny chuckled. “Not… real… juice. Since I can't actually produce orgasmic fluids, my body converts whatever I drink into... pussy juice. Leftovers are expelled like... peeing.”

"Interesting. So, if you drank wine?"

"I'd cum wine, yes. Also, if you were to... squirt in my mouth, I could use your juices, too."

"So, you could shoot my own juices back in my face?"

"But, it'd be from..." Jenny began as she pointed at her crotch with her right index finger. "...my pussy."

Chrysalis smirked. "Right."

Suddenly, a beeping sound came from Jenny as her eyes turned red. "Huh?" The robot asked, her eyes returning to normal as she raised the index finger to her ear "Yes? What's wrong? Got it." She lowered her arm and slid off the bed. "Gotta go!"

"What's wrong?" Chrysalis asked as she sat up.

Jenny began putting her metal coverings back on. "One of my planets is under attack by the Voltuur. They're such a pain." Once her top was on, she stepped into her metal boots and they clamped onto her legs.

"I'll help," Chrysalis said as she floated her dress over to her.

"What? No, you just had a big, epic space battle."

"It was far from big or epic," Chrysalis said before she slipped her dress on. "Besides, so were you. And you helped me, so..."

Jenny smiled. "Thanks."

Celestia moaned loudly as she squirted in Starlight's face. "Oh, yes!" She moaned before she sighed heavily. "Wow. That was amazing."

Starlight smiled and licked her lips. "Mmm... Royal juices."

Celestia smiled down at her before she had a thoughtful look. "Thinking clearly now... I have a solution to my problem."

"Solution?"

"Yes. My Solar Cannon."

Starlight went wide-eyed. "What? You said you wouldn't make that!"

"I did. I thought I needed a back-up weapon. Just in case. Turns out, I was right."

"But... I-It's too dangerous! Have you even tested it yet?"

"I have that covered." Suddenly, there was a beeping sound coming from her desk computer. She sighed and turned in her chair to face her desk as her computer slid out. She hit the Answer button and saw Krystal. "Krystal. What can I do for you?"

The fox eyed the alicorn's breasts. From her angle, she wouldn't be able to see the nipples. "Am I catching you at a bad time?"

Celestia looked down and blushed. "Um... No?"

"Uh-huh. We're having a meeting regarding what happened with those rogue Senate ships."

"I'll be right there."

Krystal nodded and eyed the breasts again with a blush before she hung up. The computer slid into the desk again as Celestia stood up. As she started to get dressed, Starlight stood up, too.

"A-About the Cannon..."

"I'm still a princess and leader of the Solar Empire," the alicorn said in a serious tone as she eyed Starlight. "If I feel we have the need for the Cannon... then we have need for the Cannon."

Starlight stayed silent before she rushed to get dressed. When Celestia was dressed, she quickly left the room. Starlight pulled on her boot as she hopped on one leg out of the room. Once Celestia was out of view, Starlight took off running back to her own room. She sat down at her desk, took out her computer, and found Chrysalis in the directory. Hitting it, she waited for the changeling to answer. After a few seconds, she quickly got up.

"Shit." She then ran out of her room, down the hall, and into the hangar just as Chrysalis' and Jenny's ships flew off. "Shit! Shit!"

~~~
XVI. Robots & Ravens (Part 1)
~~~

Chrysalis’ and Jenny’s ships left hyperspace in front of a planet that had a bunch of neon lights emitting from the buildings. It looked like there were cities down there. Chrysalis stared at it before she heard Jenny’s voice.

“Alright, keep comms open,” Jenny said. “See them?”

Chrysalis noticed a small fleet of jet black fighter ships heading down to the planet while a larger one stayed in orbit. “They’re being attacked down there. Can’t you close your borders?”

“That only works for members of the Senate, like you and me,” Jenny explained. “Because there’s no physical borders to close. It just prevents you from trespassing so you don’t anger a fellow member.”

Chrysalis groaned. “Of course. The honor system. So, think we can do this?”

“The Voltuur are good and will fight to the death. Never attempt to take one prisoner. It won’t work.”

“Got it. Should one of us go down there while the other deals with the ships up here?”

“I say we take out that big one together. Then we split up.”

“Alright.” Chrysalis took a closer look at the ship in the distance. “Big. Long. Looks like it has turrets on the top and bottom.”

“Two sets on the top and bottom,” Jenny corrected. “One on the left side, one on the right. We can either take them out one by one…”

“Or target the power sources on the top and bottom? The ones right in the middle of the cannons?”

“Yeah. That.”

Chrysalis sighed deeply. She expected resistance when she set out on her quest, but not this soon and not from a non-pony. “So tell me about the Voltuur while we still have time to talk.”

“They’re birds. Like how Celestia’s a pony?”

“I get it.”

“I believe their leader is a vulture, hence the name. Their home world is a volcanic planet named Vex and they’re a proud warrior race. They wear very little, making them very agile. Good space battle-ers, but even better hand-to-hand. And they hate the Senate.”

A smirk spread across Chrysalis’ face. “You don’t say.”

They suddenly came into range of the enemy ship’s firing range as the turrets began attacking. Chrysalis pulled up while Jenny went low. “Aim for the generators!” Jenny yelled.

Chrysalis rolled to the side to avoid fire before she twirled around and dove downwards at the ship. She opened fire with a yell before she spun off to the side as a barrage of laser fire shot passed her. “This may take a while! Are you sure your friends down below are okay?!”

“They sure won’t be if this ship remains!” Jenny then let out a shriek.

“Jenny?” Chrysalis asked as she spun around and pulled up, more laser fire shooting passed her.

“I’m okay. Just a nick. Close one, though.”

“I can’t see well enough to aim with all the lasers going off.” Chrysalis then looked at the ship again. “Jenny? I may be a while. Head down below and save your friends.”

“What about you?”

“I have an idea.”

“O-Okay, Chryssie,” Jenny muttered, before Chrysalis watched her ship head towards the planet. “Be careful.”

“You, too, Jenny.”

The robot girl flew down through the stratosphere and entered the planet’s airspace. She was directly above one of the larger cities on the planet and she could see both Voltuur fighter ships flying around as well as Voltuur warriors on the ground.

“This could get dangerous.”

She flew after one of the fighters and shot at it. The ship exploded before the others in the area all turned and fired at her. Jenny yelled and pulled to the side, narrowly avoiding the attack before she had to pull up to avoid hitting a building.

“Is that you, Jenny?” Came a female’s voice in her ear.

“Polly?” Jenny asked. “Are you okay?”

Down in the city, a robot girl resembling Jenny ran through the streets as an avian warrior chased her. Polly wore a pink dress, instead of the metal coverings Jenny had, and had long pink hair made out of a synthetic fiber that made it glow and move like real hair. Her eyes were also pink and she wore pink boots.

“I’m being chased!” Polly yelled at Jenny, before she turned her hand into a gun and fired behind her. The chasing avian rolled under the attack and stood back up as she continued her pursuit. “And this one’s agile!”

“I can see you on my radar,” Jenny said as a laser blast shot past her. “I’ll try and find some place to land! Just stay alive until then.” She then looked up, wondering how Chrysalis was doing.

Chrysalis managed to shoot two turrets before she had to pull away. She felt her ship shake as a laser blast hit her. "Dammit!" She flew around the ship and went below it and fired at it, only stopping when the enemy's laser fire was about to hit her. She then veered off to the right and sped away from the large ship. "This is taking way too long," she muttered, before she looked down at the planet, wondering how Jenny was doing.

Krystal watched, on her computer screen, a small icon that represented Chrysalis' ship flying around a larger, longer dot that represented the enemy battleship. She was too focused on what was happening, she wasn't paying attention to the meeting. "Ma'am?" Sally asked, getting the fox's attention. "Are you okay?"

"Yes, Sally," Krystal said with a light smile as she interlocked her fingers. "So, none of you asked for the Senate ships to attack Chrysalis?" Celestia, Luna, Ruby, Jaune, and Sally all shook their heads. Krystal then let out a sigh. "Either someone's lying, or our military is acting on their own."

"I admit, he may seem a little extreme but he's all about the rules as we are," Celestia pointed out.

"I hope you're right."

"Is it possible the pilots acted on their own?" Ruby asked.

"If that's the case," Krystal began. "we'll never know."

Celestia glanced over at the empty seat. "Where's Jenny, anyways?"

The blue fox sighed. "She's busy defending one of her larger colonies. Chrysalis is helping her."

"Wha..." Celestia began.

Krystal crossed her arm. "Is there a problem?"

Celestia shook her head. "No. Not a problem at all. But is it possible that Chrysalis is helping out to make us believe she's good? So we let our guard down?"

"Or maybe she's trying so hard to prove she's good because you put her on the spot the second she showed up."

Celestia opened her mouth to say something before Luna put a hand on her shoulder. She then clasped her hand together and rested her elbows on the table. "Apologies. Please, continue."

Jenny shot down another enemy ship before she looked at her radar. Polly was close but still a ways away. Jenny flew under a walkway between two buildings and then over what appeared to be a museum. She fired a rocket at another enemy ship and blew it up. "I'm coming, Polly. I'm coming, everyone."

Chrysalis had her ship facing the enemy battleship, trying to figure out her next move. She leaned back in her chair with a sigh, before she eyed her horn. She then looked left and right as she tried to judge the size of her ship. "Okay..." she muttered to herself as her horn lit up.

She then charged forward at full speed. When she was in range, the enemy ship began firing at her. The changeling let out a strained yell as she put a magical shield in front of her. She felt every hit of laser fire and it made it hard to keep the shield up. She closed one eye and groaned as she fired at the lower generator. After a few seconds, her attacks hit and the device exploded. All the lower turrets stopped firing as Chrysalis came to a stop.

Now that it was safe underneath, Chrysalis dropped her shield before holding her head with both hands. “Fuck!” She yelled as her head throbbed uncontrollably. She never had to put up a shield that big and the strain was too much.

Polly ran into a hotel and bee-lined it to the staircase. Being a robot, she knew she had more stamina than her pursuing avian, and was hoping the bird’s energy would dissipate. When she arrived at the stairs, she bolted up them as the Voltuur behind her took two steps at a time.

Jenny noticed Polly’s signal was now going in a circle. She looked ahead to see the hotel and realized what was happening. She rolled to the side to avoid more enemy fire as she flew by the hotel. She turned her ship and circled around a skyscraper, taking out the enemy craft as she looped back around.

Polly burst through the door onto the roof and ran to the edge of the building. The Voltuur chasing her slowed down and started walking towards her prey.

“End of the line,” the bird cooed. “Unless you have rockets in those feet.”

Polly shrugged. “Not rockets, but…” The bird looked up as laser fire pummeled her into a bloody mess. Polly looked up as Jenny’s ship flew by. “Thanks, Jenny!”

Chrysalis took deep breaths and looked up. “Fine.”

She then rolled forwards ninety-degrees and flew forwards. When she was quite the distance away, she turned around to face the bottom of the ship. She took off again, unleashing everything she had; lasers, rockets; even a few of her own magic bolts. As the barrage of attacks rocked the bottom of the ship, she noticed chunks breaking off. Just when she felt like victory was hers, a big fighter ship took off from the battleship. Various escape pods also took off but left the area entirely.

“Oh, shit. Big boss is coming.”

She turned away and went full sped to try and get some distance between her and the fighter. However, she was stopped short when laser fire took off the right side of her ship.

“Fuck!” She yelled.

She heard beeping from her radar, telling her there was an attack incoming. She let out a growl and turned her dress on. After getting up from her seat, she flew out of the hole and into space just as rockets blew her vessel up. She looked around and spotted the ship closing in on her. She narrowed her eyes and got ready as her nails grew.

When the ship was about to hit her, she covered herself in a shield. The force of the impact pushed her backwards, causing her to grunt. Just before the shield collapsed, she rolled to the side and dig her claws into the side of the ship.

As the ship flew around, trying to find her, she crawled her way up to the cockpit window. The bird inside looked up at her in surprise and rolled the ship. Chrysalis held on for dear life and grunted with effort.

“This is for my ship, you bitch,” Chrysalis hissed before she dug her claws in the glass.

The window cracked and shattered, the driver quickly running out of air and freezing. Chrysalis let go as the ship came to a stop. She sighed and stared at it, knowing that hyperspace travel in it would be impossible without a windshield. The force alone would crush you.

“Shit.”

Jenny shot another ship down as she noticed a couple others taking off for space. “Did we win?” She then tried her comms. “Chryssie?” She asked, getting static.

She went into her ships systems and looked at the Senate list. The ship Chrysalis was using appeared as offline. “Oh, no no no no no…” she whimpered as she looked out her cockpit.

Her robo friends seemed to be rejoicing, which told her the enemy had left. “Polly? What’s going on down there?”

“The enemy is leaving! I guess you took out enough of their ships!”

“Or Chrysalis took out the… Oh, no.”

“Who’s Chrysalis?” Polly asked.

“Someone who helped me. A friend. I gotta go check on her!” Without waiting for a response, she took off back to space. When she entered space, she flew toward where the large battleship was. Both the front and back halves were slowly floating apart. She then spotted Chrysalis floating with her arms crossed, staring at the enemy's fighter ship. "Chryssie?" She flew over to the changeling and pulled up next to her. She then opened the outside airlock.

Chrysalis looked over at her and noticed the ship's airlock door open. She got the hint and fluttered her wings as she flew over to it. Once inside, she closed the outer airlock door so the air inside could pressurize. The inner door soon opened and Chrysalis was greeted by the pilot.

"You can breathe in space?" Jenny asked in amazement.

Chrysalis turned the heat in her dress off and wiped sweat from her forehead. "I can keep air in my lungs for up to ten hours. The dress helps with the cold. Now... can you fix that?" She asked, pointing at the enemy ship with her thumb.

"What's wrong with it?"

"I broke the windshield to kill the pilot."

"Oh..."

"What?"

"We're not... working on glass right now. I could have them put some other stuff on hold, so..."

"No need. I'll just... fly it as is."

"But... the pressure of hyperspace could kill you. Or it'd take years to get back."

"I should manage if I can keep a forcefield around myself. I may pass out by the time I get back, but... I can make it."

"You sure? Because, I could..."

"I'm sure," Chrysalis interrupted. "Don't change your plans on my account. You saved me and I helped you. We're even."

"You saved me on that ice planet," Jenny pointed out as she crossed her arms. "I owe you."

"You brought me to the Senate, so we're even," Chrysalis said with a smirk as she crossed her arms, too.

"Where the one who hates you the most resides?"

Chrysalis smiled. "I'll make it work. Now, you go see to your colony down there and I'll meet you back at base."

"Alright," Jenny said. "Be careful."

"You, too," Chrysalis said, before she hit the button to close the inner door as the air depressurized.

Chrysalis turned on her dress again before the outer door opened. She flew out and made her way over to the fighter ship. Slipping in through the broken window, she pulled the pilot out and let the bird float away before she sat in the pilot's seat. The ship seemed to be in working order.

"Alright... From memory," she muttered, manually entering the coordinates of the Senate into her computer. She lit up her horn and cast a protective shield around herself as she placed her hand on the lever that controlled the hyperdrive. "I hope this is the right one," she said, before she pushed it forward.

The stars around her began to stretch before she was shot forward towards her destination. The force of hyper speed pummeled her shield and she gritted her teeth as she strained to keep it up. She eyed the star map on screen and saw that she was getting closer and closer. Parts of the ship fell off as loose objects in the cockpit bounced around. The queen's horn flickered as she began to lose focus.

"Come on!" She yelled. "Just a little more."

The ship shook as she closed her eyes. The shield began to flicker more, so she only made a half-shield that protected her front from the G-force but left her back exposed. Her breathing became more strained as she felt the magic failing. Just as she was about to let go, the ship left hyperspace and she found herself in Senate space. She could even see the station off to her left.

"There... Made it..." she muttered, before her shield disappeared and she fell to the floor.

Her vision began to fade as the world around her went black. The last thing she heard was herself exhaling.

IV - Solar

~~~
XVII. For Research
~~~

Chrysalis opened her eyes with a groan, her head still throbbing from using too much magic. She blinked a few times before she sat up, quickly noticing that she was now in a different room. It looked a tad bigger than a bathroom cubicle. At least she was in a bed. She got up and left the room to find herself in a hallway. Looking to her left, she saw what appeared to be the front of the ship.

As she made her way down the hall, the cockpit came more and more into view, and she could see a familiar blue fox in the pilot’s seat. “Krystal?” She asked as she left the hall.

The blue fox turned her seat around to face her guest. “Welcome back.”

“What happened?”

“I found you unconscious. So, I took you on board my ship. You’ve been out for about an hour.”

“You didn’t… shoot at an enemy ship?”

“Jenny notified us that you’d be returning in an enemy ship. Otherwise, we might have.” Krystal then leaned forward in her seat. “Now, how did you survive being in space with no air?”

“I can keep air in my lungs for ten hours.”

“Ten hours. Good thing you wound up in the right spot. Otherwise you could’ve suffocated.”

“Yeah, lucky.”

“Your dress is interesting,” Krystal continued. “It was extremely hot when I found you. But when I went to remove it, it turned off.”

“You tried to undress me?”

“I didn’t want you burning the bed sheets.”

“Fair enough.”

“So, what about your ship?”

“I’ll have to have a new one sent from home.”

“Or… I could fly you there. Maybe even meet your people.”

Chrysalis went wide-eyed. “Uh… You want to visit a planet full of changelings?”

“Yes.”

“Hungry changelings.”

“Yes?”

“They’ll devour you.”

“Literally, or…”

Chrysalis sighed. “If you don’t want to end up a husk, you need to give love willingly. Meaning, if they start to climb on top of you, ready to mate, you need to be okay with that. No rejection.”

“Easy.”

“Really? You?”

“What’s wrong with me?”

“You just seem so… proper. I can’t even picture you in an orgy. And I can picture Celestia in an orgy.”

“Whatever it takes to know more about your kind.”

Chrysalis crossed her arms. "So, you're willing to go down to my planet, get banged by a bunch of dicks, just to know more about us?"

Krystal nodded. "I can even wear my traditional outfit instead of this spacesuit."

"Traditional?"

The fox nodded and stood up. "I brought it with me just in case. Please. Have a seat in the co-pilot's seat. I'll go put it on."

Chrysalis slowly walked over and sat down in the seat as Krystal left the cockpit. She made her way down the hall and entered a room on the left, across from the one Chrysalis woke up in. The changeling then turned her chair and looked out at space. Her eyes darted from star to star, wondering how many were livable planets. After a couple more minutes, she heard a door open and close behind her.

"Okay," she heard the fox say. "Ready."

Chrysalis turned around and went wide-eyed. "What?"

The fox was now practically naked. She only had on a loincloth, bra, sandals, and golden wrist and ankle cuffs as well as a golden neck band and shoulder pads. The bra, itself, didn't do much to hide her D-cups. In addition to her clothes, her tribal marks were also visible now. On both hips were a spiral mark and on her arms just below her shoulders was a tribal ring.

"Are... you sure you aren't a slut?" Chrysalis asked.

"This is the traditional garb of my people," Krystal explained. "Before I came to space, of course."

"My children will rape you wearing that."

"I'll just... offer myself up," Krystal suggested. Chrysalis raised an eyebrow and crossed her arms. "I'm not a slut."

Chrysalis sighed. "I suppose, if you promise them that you'll get to each one... they may go easy on you."

"Every one?"

Chrysalis smiled. "Only a few thousand."

"Oh..." Krystal said as she nervously rubbed her arm. "So... it'll be pretty crazy, then."

"I'd say so."

Krystal blushed and looked at Chrysalis. The changeling tilted her head, trying to figure out what the fox was thinking. Krystal then began her approach. "If it's okay with you, could we... maybe..." Chrysalis just stared at her. "You know? We could it first? Together? Before I get... ravaged."

"This isn't just for research, is it? You're curious."

"Well, I saw Celestia naked when I called her about a meeting. I didn't see much but she was all sweaty and looked like she just had fun. I admit... maybe I got jealous."

Chrysalis chuckled. "Are you all horny?"

"Think of it from our perspective. Or, at least, mine. I have been up here for quite some time and the options are limited to other Senate members. I can't go sleeping around. As head of the Senate, I have an image to keep. Keep a sense of professionalism."

Chrysalis nodded. "I also must warn you that if... I... cum inside you... you'll get pregnant."

Krystal walked up to her. "Have you... finished inside any others?"

Chrysalis looked up at her and leaned back in her chair. "Four others. By their request."

The blue fox smiled and reached behind her back with her right hand to undo her bra. As it fell loose, she held onto it and pulled it away before she reached down and unclipped her loincloth with the same hand. Holding both her bra and loincloth, she held her hand out by her side and dropped the clothes, now fully nude.

"Then, feel free," she said as she took a step back. "And don't stop until you're satisfied."

The changeling slowly stood up. "Are you positive?"

Krystal nodded. "I want to be fully prepared. Besides, I still want to know everything about you."

Chrysalis shrugged and used her magic to lift her dress up and off before she set it down on the seat behind her. "And you've got years of having no sex to make up for." She then pulled the fox close so their bodies touched.

"Oh, my."

"Ready, fox girl?"

Krystal smiled. "Mm-hmm."

Chrysalis pulled her into a kiss and shoved her long tongue down the fox's throat. Due to Chrysalis being a little taller, Krystal had to lean her head back which made it easier to probe her airway. The fox still managed to breath through her nose while drool escaped her mouth.

Chrysalis smiled and pulled back with a deep sigh as Krystal gasped loudly. “Why don’t we move this to the bed?”

In the bedroom, Chrysalis pushed Krystal onto the bed before climbing atop her. She then shoved her green pussy into the fox’s face before she leaned in and slipped her tongue inside the fox’s wet hole. Both moaned as they ate the other one out.

Chrysalis then sat up and summoned her cock and balls. Krystal stopped licking when she felt the heavy sack on her chin. She tried to ask something but it was muffled. Chrysalis lifted her butt so she could turn around and straddle the fox’s hips.

“Wow,” Krystal chuckled. “That’s big.”

“It’ll fit. Think you’re ready for it?”

Krystal hesitated in thought as she eyed the long member, before a smirk spread across her face. “Do it.”

Chrysalis slid back and used her hand to guide the tip of her rod to the fox’s pussy. With a grunt, she pushed her way inside, making Krystal moan out and grip the bed sheets tightly. Chrysalis managed to push all the way inside, her thick rod stretching the tight foxhole.

“You good?” Chrysalis asked once her balls gently tapped the fox’s inner thighs.

“Y-Yeah. K-Keep going.”

Chrysalis smiled and leaned in, her tits dangling as she gripped the furry breasts. As she moved her hips, Krystal moaned and reached up to bring one of the changeling’s large breasts to her mouth so she could suck on the nipple. Both moaned out happily, and Krystal even squeaked a couple times, as the thick rod slid back and forth across the sensitive pussy flesh.

Krystal laid her head back in the pillow with a deep moan as she gripped the large black breasts. She could feel the thick ball sack slap her thighs every time the changeling rammed her cock inside her. After a few more minutes of thrusting and moaning, Chrysalis let out a deep sigh.

“I’m about to cum, fox girl,” she cooed.

Krystal smiled. “Inside.”

Chrysalis smiled back and sped up until she felt the first burst of cum leave her cock. She then gave slow, hard thrusts as she slowly filled the fox’s womb. Krystal moaned happily with each thrust as she felt the warm, sticky semen shoot deep inside her.

When Chrysalis was finished, she looked down at the fox. “So? How was it?”

Krystal smiled and pulled her down before she rolled them both over. With herself now on top, Krystal sat up and rolled her hips. “Who said I was done?”

Chrysalis chuckled. “Oh, a round two? Think you’ll last?”

“Only one way to find out,” Krystal cooed with a deep blush.

Celestia stood in the hangar, expecting Krystal and Chrysalis to have returned by now. She narrowed her eyes and left the hangar, heading back to her room. Once there, she sat at her desk and opened her computer. She pulled up the star map and saw that Krystal's ship hasn't moved since she picked up the changeling.

"What are you doing?"

Chrysalis laid on the bed with Krystal atop her. The fox had her head resting on the changeling's shoulder as she had her hands resting on the shoulders. She was practically out of breath and her whole body was covered in sweat and other bodily fluids. "Are you... alive?" Chrysalis asked as she rubbed the fox's back.

"Mmm..." Krystal muttered as she tightened her grip on Chrysalis' shoulders. "I don't... I can't... I don't wanna..."

Chrysalis chuckled. "Think you can still fly the ship?"

"That's what... autopilot's for," Krystal said as she started to get up, before she slid off onto the floor with a loud thud.

Chrysalis went wide-eyed and rolled onto her side to look over the edge. "Krystal?"

The fox was face-down and groaning. "Can't... feel my legs."

"Took it like a champ. You certainly have more stamina than most I've been with."

Krystal placed her hands on the floor and pushed herself up, before she slid her knees beneath her one at a time. As she arched her back and stretched, she let out a loud groan. "Just gotta get to the cockpit."

Chrysalis slid off the bed and stood up. "You may need help," she said as she offered her hand.

Krystal looked up and took it. She quickly got to her feet but fell into the changeling. "Oh, sorry," she muttered into the queen's shoulder. "Has anyone ever... made you... this exhausted?"

Chrysalis smiled gently. "Sadly, no. But you have no idea how badly I want that."

Krystal gripped the changeling's shoulders tightly and stood upright. She gently shook her legs to get feeling back in them as she eyed the changeling. "Seeing as I have the most stamina..."

"Are you offering to... give me that feeling?"

"I'll be getting some practice soon, right?" Krystal asked, before she slowly let go of Chrysalis' shoulders. "Maybe I can work up my stamina." She then stumbled over to the door. "Alright. To your planet," she said as she left.

Chrysalis smiled and followed. Once they were back in the cockpit, Krystal went to the controls with Chrysalis close behind. "Alright," she said as she pulled up the star map. "Oh..." she said when she saw all of Chrysalis' borders were closed.

Chrysalis eyed her and sighed before she went to the comms and punched in the code to connect to her home's starbase. A changeling soon came over the speakers.

"Who's this?" The changeling asked.

"It's me, Anna."

"Mother? Why are you..."

"Complications. My ship was destroyed and I'll need a new one."

"Oh, we can... have one sent to you?"

"No need. I'm hitching a ride back but I need to open my borders. Can you get into our systems for me? There should be a new file that'll give you access to my Senate files."

"One sec. Yeah, I found it, but... um... Oh! Borders. Should I open them to... everyone, or..."

The changeling eyed the fox. Krystal smiled. "Star Fox," the fox replied.

"Who's that?"

"You'll find out later," Chrysalis said. "Open borders to Star Fox."

"Got it. And... done."

"Thank you, Anna."

"Anything for mother."

Chrysalis smiled. "See ya later," she said, before she ended the call.

"Mother," Krystal repeated. "None of my soldiers are family." Chrysalis dropped into the co-pilot seat as Krystal sent the ship into hyperspace. "Should... Should we get dressed?"

The changeling queen leaned back and interlocked her fingers behind her head. "If you want. No one on my planet wears clothes. And you'll be spending most of the time naked anyways, so..."

"I see your point."

Celestia watched as Krystal's ship made its way towards the princess' old homeworld. "What's she doing?"

Krystal lowered her ship onto a landing pad and turned off the engines. Outside, she could see a bunch of changelings gathering around. "Wow. That's... a lot of naked-ness."

Chrysalis smiled and got up. "Come. Time to meet the family."

Krystal looked down at her naked body and stood up. She then quickly followed after Chrysalis. When she caught up, she led the queen to the back where she lowered the ramp. The two then left the ship, surrounded by many nude changelings. Krystal's eyes scanned the crowd, her eyes going from breasts to dick to breast ti dick. So much, everywhere.

"Attention, everyone!" Chrysalis called out as she moved behind Krystal and placed her hands on her shoulders. "This is Krystal! And she came here willingly, so please be careful with her! I don't want her broken before we leave!" She then leaned in closed. "Have fun," she cooed, before giving the fox a shove.

Krystal stumbled forward and caught herself by gently grabbing a drone's shoulders. She gave a small smile. "Hello."

"Dorsa?!" Chrysalis called out before the changeling left the crowd and ran up to her.

"Yes, mother?"

"Three months ago, we found that golden tablet. Any progress?"

"Some," Dorsa replied. "It led to a chamber in the mountains, but we can't get the door open. The stone is extremely thick."

"A hidden chamber in the mountains. Any idea how big?"

"It may lead underground into a larger chamber. We're not really sure, but it's ancient."

"Interesting. Keep at it. I wanna know what's going on."

Luna entered Celestia’s room to find her sister looking at the computer. “Have you seen Krystal? I needed to talk to her about a mining operation we could benefit from.”

“I haven’t seen her in a while, either. But I know where she is.”

“Where is she?”

“Home.”

Luna thought for a moment before she walked over to the desk. “Home home? As in… Equestria?”

Celestia nodded. “Last I heard, Chrysalis’ ship was destroyed and she made it back in a broken Voltuur fighter. Krystal went to go pick her up, her ship staying stationary for almost an hour… then they took off back to Equestria.”

“What do you think that means?”

Celestia crossed her arms. “Ruby and her friends speak highly of her. Same with Jenny. If she’s getting to everyone including Krystal…”

“You think she is trying to take over the Senate?”

“I wouldn’t put it passed her.

“If that is, indeed, what she is up to… then we must keep a closer watch on her.”

Celestia nodded. “When she gets back… I think the time has come for us to have a little chat.”

~~~
XVIII. Sightseeing
~~~

Krystal jumped into a lake with a big splash. Chrysalis closed her eyes as the water splashed her. She then watched the fox float on her back with a smile.

“Planets like this are rare,” Krystal said as she just let herself float on top of the water.

“You don’t see much with vegetation and lakes?”

“Most of them are either all rock, all ice, full of volcanoes, mostly water… I’ve only seen a handful that look like this.” Chrysalis smiled as she sat down on the edge, her legs dangling in the warm water. “So, your kids seem nice,” she said as she lightly kicked herself in the changeling’s direction.

Chrysalis spread her legs as the blue fox floated between them, her head gently bouncing off the edge of the lake. “They seem to like you, too. So did you really last that long?”

Krystal chuckled. “Nah. They gave me a break halfway through, where they just licked me all over. It felt nice actually. They’re really very sweet.”

Chrysalis smiled. “Yes, they are.”

“How’d the war even start?”

“Oh, a lot of things caused it… But it mostly came down to bad decisions made on both sides.”

“How incredibly unfortunate. I’m sorry for your loss.”

Chrysalis gave a small smile. “Part of me thinks it may have been a mistake, going to space. If I attract the wrong attention, I could lose so much more.”

“But if you stayed here, then you’d lose everyone, right?”

“That is my fate. Everything always working against me. Always on edge. Like I’m… not meant to be happy.”

“Some have to work harder at happiness than most. But you’ll get there. I’m sure of it.”

“I hope so. Even though I may have been the villain before, with stealing love and… whatnot… I do hope that, one day, I won’t have to worry about absolutely everything.”

“That’s what being a leader is,” Krystal said. “Although, in your case, you’re also a mother. I could lose a fleet of soldiers and it won’t come close to… you losing one of yours.”

Chrysalis smiled lightly as the fox turned herself upright and faced the changeling. “I can’t begin to imagine what that’s like,” Krystal continued. “Is that why you’re always out alone? I never see any of your ships flying around.”

Chrysalis nodded. “I can’t risk their lives for anything. Because once what I have is gone… that could be it. Forever.”

“You impregnated me, right? And three others?”

“That’s only twelve. Besides, if I lose any more, I… I don’t know what I’d do. In fact, I’m pretty sure more have already died and the others aren’t telling me.”

Krystal placed her hands on the changeling’s legs and pulled herself up so they could be face-to-face. Chrysalis closed her legs on the fox to hold her in place. “You definitely have it harder than most.”

“It’s nice to meet someone who actually gets it. Celestia was never one for listening. At least, not when it came to me.”

Krystal smiled and reached her right hand up to the changeling’s cheek. “I’m not a slut.”

“I am aware.”

“And I’m far too busy for relationships.”

“But?”

“But I’ll be there for you. When you need it. You know?”

Chrysalis smiled and grabbed the wet fox’s ass and hoisted her up into her lap. “You’re offering a lot, fox girl.”

“I trust you.”

Chrysalis stared at her in disbelief, not really sure how to respond. Trust was something she never really had with anyone until she met Jenny, Ruby, and now Krystal. The blue fox smiled at her silence and leaned in for a kiss.

Celestia entered a system she owned with a planet labeled Alpha. She flew down to the planet’s surface where there was a bustling city with tall white and gold buildings everywhere and hover cars on the surface. She landed her small cruiser on a landing pad and left the ship. Waiting just outside was a blue male griffin wearing a white t-shirt and brown shorts.

“Hello, Gallus,” Celestia greeted.

“Princess. What brings you here?”

“I must speak with you and your friends.”

Gallus nodded. “I’ll give them a call. They should be able to get here in a few minutes.”

The alicorn nodded. “Do it.”

Chrysalis and Krystal laid out in the grass by the lake so they could dry off. “Will I get more pregnant now?” Krystal asked as she looked over at the changeling.

“No. You won’t get pregnant again until after you’ve given birth.”

“Good. Because I don’t think my belly could hold six eggs.”

“Probably not.”

“If that happened… could you save me?”

Chrysalis smiled. “Probably. I’m pretty good with magic. There’s probably a… spell, or something.”

“That’s a relief. I’m more than happy to help you repopulate, especially if the worst should happen. I’d just… like to be alive afterwards.”

“Oh, trust me… I wouldn’t allow you to die like that.”

“Thank y…”

“Could you imagine all those unfertilized eggs?”

Krystal froze. “Wait, what? Oh, is that a joke?”

Chrysalis smiled and sat up. “I think I’m dry enough. Ready to head back?”

Krystal sighed. “I probably should. Though, this was nice. Enjoying nature totally naked… Having mind-blowing sex.”

“Mind-blowing, huh?” Chrysalis asked with a chuckle as she stood up and held out her hand.

Krystal accepted the hand and stood up, too. "I guess I have nothing to compare it to. But it was fun." She then noticed a castle up in a nearby mountain. “What’s that?”

Chrysalis followed her gaze. “Oh, that’s… Celestia and Luna’s old home. And my current one. When I’m not at the Senate, that is.”

“Oh… Can I see it?” Krystal asked with a smile. “I do appreciate a good castle.”

Chrysalis just shrugged.

Celestia and Gallus stopped their conversation when they heard the sound of approaching engines. It belonged to an orange sports car with fire decals all over it. It swerved to a stop before the driver’s door flipped up.

“Hey, princess,” an orange dragon said as she jumped out of her hover car. She was wearing a white t-shirt with black pants and a black jacket. On her feet she wore black boots. “What brings you here?”

She looked back down the road and saw a teal van, a brown pick-up truck, and a silver hover bike making their way towards them. The rider on the bike was a white female hippogriff wearing a sky blue crop top and shorts. When the vehicles all parked by Celestia’s ship, the driver’s disembarked.

The driver of the teal van was a pale green stallion wearing shorts, a t-shirt, and sandals. The driver of the pickup truck was a busty brown yak with an oversized white shirt and loose-fitting white shorts.

“I’m glad you all could make it,” Celestia said with a smile. “We have a… problem.”

“What is it?” The dragon asked as she crossed her arms.

“Well, Smolder… Chrysalis has left her planet. Our old planet. I’m concerned she's planning on hunting us all down. Anyone who fought against her in the war.”

“But, we didn’t…” the yak began.

“Not you, Yona. Your people. Yaks, dragons, hippogriffs, griffins. I have a strong feeling that they’re all in danger.”

“So, we’re spread the word?” The hippogriff asked. “Warn everyone?”

“Yes, Silverstream. Go to your homeworlds and notify your leaders. It may not be soon, but Chrysalis will be coming for them. I’m almost sure of it.”

Everyone nodded and returned to their vehicles. Gallus went over to a blue bike nearby and sped off with the others. Celestia watched them leave before she boarded her own ship.

Krystal pushed open the doors to the Canterlot throne room. “Wow,” she said in awe, her voice lightly echoing off the stone walls. "This is your home?"

"It is now. It used to be the princess' before I took it over."

"Oh," Krystal said as she stopped in front of Celestia's throne and turned around. "Where did... you sleep?"

"In a cave in the Badlands."

"Oh..." Krystal said, her smile fading. "I'm sorry."

"It's fine. I stole a few beds and other furniture."

Krystal hesitated, feeling somewhat awkward, before she sat in Celestia's throne. "These are nice."

"Yes, they are," Chrysalis said plainly as she walked over to the fox. "That's why I kept them."

"Where do you sleep?"

"I took over Celestia's room," Chrysalis explained before she went to sit down in Luna's throne. "It's nicer than the Senate rooms. But it doesn't have a computer."

The two just sat in silence as they stared down the long hallway. Krystal smiled and looked over at the changeling, who tilted her head back and closed her eyes. The fox then turned on her side to face the queen.

“What are you thinking about?”

Chrysalis sighed. “I’m remembering how lively this place used to be.”

“They let you inside the castle?”

Chrysalis smiled. “I’m a changeling. I changed.”

“You say that, but I’ve never seen you change.”

“You’ve known me for two days.” Chrysalis opened her eyes and looked over at the fox. “But if you really wanna see…” A green magic engulfed the changeling before her appearance changed into that of the fox.

Krystal stared at her reflection. “Whoa… You look… exactly like me.”

“The more I study someone, the better I can copy them,” Chrysalis explained in her own voice. She then cleared her throat and continued in Krystal’s voice. “And we’ve had sex a couple times, so I know your body pretty well.”

“Wow…” Krystal said with a smile. “I look good.”

“You look hot,” Chrysalis cooed.

The real fox blushed and let out a nervous chuckle. "So... I'm no slut..."

"Buuuuuut you wanna have sex with yourself."

"How often does a moment like this come along for someone?" Krystal asked with a wide smile. "So... How about one more round before we head back?"

Chrysalis smiled. "Why not?"

Krystal got up and walked over to the changeling queen. "So..."

Chrysalis quickly pulled her into her lap and kissed her chest. Krystal leaned her head back and moaned as her doppelganger kissed her cleavage. Chrysalis then groped her breasts as the two kissed, the changeling's hands sliding off the tits and down to the fox's ass.

The real Krystal then slid down onto the floor as she spread the changeling’s legs. She then leaned in and started licking while she looked up at her double. It was surreal to her to see herself moaning while she herself was the one providing pleasure. She then snaked her right hand down to her pussy and started to finger herself while her left hand rubbed her chest.

Chrysalis watched her with a smile while she moaned out. “Your tongue feels incredible,” she cooed in the fox’s own voice.

Krystal smiled and stood up. “Your turn.”

Chrysalis nodded and slowly got down to her knees before she began to feast on the fox girl’s vagina. Krystal moaned loudly and wrapped her arms around the changeling’s head. Her whole body shuddered as she felt her own tongue exploring her wet hole.

Afterwards, the two got down on the floor and finished up with a nice round of scissoring while staying lonely in each other’s eyes. Once they both climaxed and soaked each other’s crotch fur with their juices, they took a little break before heading back.

Back on Krystal’s ship, the two finally got dressed again. “Shame I didn’t wear this while we were out,” the fox muttered as she looked over her skimpy outfit.

“Would you prefer that instead of walking around totally naked?”

Krystal smiled lightly. “That was pretty fun.” Suddenly, the communication notification beeper went off. Krystal reached over and hit the button. “Yes?”

“Is this… the same ship I spoke with earlier?”

Krystal thought for a moment. “Anna?”

“Yes. Please notify our queen that her ship is ready.”

“Will do, Anna.”

Krystal looked over at the changeling, who nodded as she pulled her dress on. “I heard.”

“Is it just up there?” Krystal asked as she pointed up.

“Yes. From where we are, if you go straight up, you should see it almost immediately.”

Krystal nodded and turned on the engines. As they began to lift, Chrysalis sat down in the copilot’s seat. The ship then pulled back before moving forward. “Nice planet. Good kids.”

Chrysalis smirked. “Thank you.” She then looked over at the fox. “Not that I mind the bite, but… aren’t you going to change back into your… other suit?”

Krystal smiled. “Maybe. Though, I would love to see the looks on everyone’s faces when I walk around the station wearing this.”

“Oh, you’ll get looks alright.” Chrysalis then pointed. “Right there.”

Krystal nodded and turned her ship to fly towards the station. She approached a large force field only designed to keep air inside. She flew through the energy field and landed in an empty spot. They both got up and left the ship via the ramp and the fox looked around.

“What the…” She said in awe. There were tons upon tons of changelings crawling all over the ships in the hangar like insects. She could see some cleaning, some welding, and some even building a new ship. “So, this is how you manage to build so fast.”

Chrysalis nodded. “I insisted to keep the amount of workers up here limited, but they really wanted to help.” Her eyes then fell on her new ship. “Over here.”

As they started to walk, Krystal noticed a bunch of the drones staring at her. “I think, for my own safety, I should probably… head back.”

Chrysalis stopped walking and looked back at her. She then looked around and nodded. “Yeah, that probably would be for the best.”

Krystal gave a single wave before Chrysalis kept walking. The fox then turned to head back when she almost bumped into a drone. “Oh. Apologies.”

The drone stared at her before it began to feel the furry blue hip. “Food?”

Krystal chuckled nervously and gently pulled the hand away. “Sorry, I just… had sex with a lot of changelings down there. Still pretty exhausted.”

The drones ears dropped. “Oh. Okay.”

Krystal hesitated before she sighed. “Hey, I’d love to help you out. I just don’t want to… start an orgy up here while you all are supposed to be working.”

The drone nodded. “I understand,” she said as she started to turn away.

Krystal thought for a moment before she reached out and placed her hand on the drone’s shoulder. The changeling stopped and looked at her. “Does it have to be sex? Or can any emotionally positive action work?”

“Sex gives us the most energy,” the drone explained. “But anything positive works.”

Krystal nodded. “I see. Then how about a snack?”

“Snack?”

Krystal gently pulled the drone into a kiss. She could hear the drone’s wings fluttering rapidly as the kiss deepened. She even felt the changeling’s tongue licking at hers. Both moaned and swapped saliva before Krystal pulled away.

“How was that?” She asked with a smile.

The drone smiled back and hugged her before flying away. Krystal watched her leave with a smile. “Huh. That was easy.” She then turned back to see a line of drones waiting. “Oh, boy.”

Chrysalis approached her new ship where Anna, a drone with green eyes and a pierced left ear, greeted her. “Welcome aboard, Mother.”

Chrysalis smiled. “This ship looks amazing.”

“Thank you. It was meant to be a simple backup, but I had our workers improve the shields, weapons, and engines. Hopefully no one will be destroying this one.”

The queen smiled and looked back to see Krystal’s ship still docked. “Poor girl.”

Anna followed her mother’s gaze. “Who did you come with?”

“Her name’s Krystal. She’s with the Senate. And she… she’s actually willing to help us… repopulate.”

Anna went wide-eyed. “What? Someone’s actually willing?”

Chrysalis nodded. “Come. I’ll introduce you. Something tells me she’ll be here for a little while longer.”

When Chrysalis and Anna arrived at Krystal’s ship, they saw the fox sitting on the ramp of her ship while she made out with a drone. After the kiss was over, the drone left and another walked up. Anna slowly made her way over. As she did, the other drones made a path for her. Krystal finished her kiss with the current drone before she noticed Anna.

“Krystal?” Anna asked.

The fox recognized the voice. “Anna?”

The drone walked over to her. “It’s true? You’re helping us repopulate?”

“I have three in me already,” the fox replied with a smile. “I do hope to help out more in the fut…” She was cut off when Anna dove in for a kiss.

When Anna pulled away, the drones all started to chant, "Have sex. Have sex. Have sex."

"What, I can't... do all of you," Krystal stammered. "I'm..."

"Not all of them," Chrysalis said with a smile. "They want you two... to do it."

"But... why?"

Chrysalis went over to sit beside her on the ramp. "Anna's love for the hive rivals that of my own. She's always there for others and she's sort of become a favorite. And she's one of my oldest. So, she has a lot of respect. The others are fine with kisses even if you have sex."

"Wow. Um..."

"In fact..." Chrysalis began as she snapped her fingers.

Her horn flashed and Krystal's eyes went slightly wide. She reached down to her crotch and felt a bulge. "Uh..."

"She wants to thank you. So, let her."

Krystal looked at the drone, who slowly straddled her lap. "A-Alright, I guess."

The fox pulled back her loincloth as a blue cock emerged, sticking straight up. Anna smiled and lifted her but before she impaled her pussy on the thick rod. Krystal let out a sharp gasp as the drone moaned out. Chrysalis then watched as wanna began to happily bounce up and down on the blue shaft.

“This feeling is incredible,” Krystal moaned as she rested her hands on the changeling’s hips. “So tight. And wet.”

As she bounced, Anna held Krystal’s cheeks before she leaned in and kissed her, her longe tongue filling up the fox’s mouth. Krystal moaned and licked at the tongue while she felt the changeling’s saliva drip down her throat. Her eyes practically rolled all the way back in pleasure.

Krystal dropped down in her seat in the cockpit with a heavy sigh. As she turned on her engines, she saw all the drones waving bye at her. She smiled and waved back as her comms beeped. She hit the button before she took off out of the hangar. "Yes?"

"It's Chrysalis. You okay? That was a looooooot of kissing."

"I'm just glad I could help. Though, I may need a nice, long nap."

"You definitely deserve it."

"You have lovely kids, Chrysalis. I hope to visit them again."

"You're always welcome here, fox. I'm sure they'd love to see you again, too."

Krystal smiled and input the coordinates to the Senate. "See you back at base?"

"Yes, I'll swing by. See if anyone else needs help with anything."

Krystal nodded and activated her hyperdrive. "See ya soon, then," she said, before she shot off, the comms cutting out.

~~~
XIX. Infiltration
~~~

Chrysalis landed her ship in the Senate's hangar and sighed. She could see Krystal's ship a few feet away. She lowered her ramp and left her ship. As she headed down, she saw Applejack waiting for her, arms crossed. "Ah, the apple one," Chrysalis said as she walked up to the earth pony.

"Why do you keep comin' back?"

"Because I'm trying to prove myself by helping out. Speaking of which, anything you need help with?"

"Yeah," AJ said as her eyes narrowed. "I got a bug problem."

Before Chrysalis could retort, Ruby came running over. "Hey, you're back! I had a question."

"Yes, Ruby?" The changeling asked as she kept her eyes on the apple pony.

“I was wondering if you had the time to… let me help you with your problem?”

Both Chrysalis and Applejack gave her a look of confusion before the changeling let out a soft chuckle. “Oh. Right. I could use a break,” she said as she placed her hand on the human’s back and started to lead her away.

Applejack turned to face them. “W… B… Are…” Applejack watched them leave the hangar. “They bangin’?”

Ruby fell onto Chrysalis’ bed as the changeling landed atop her and started to kiss her breasts. The human giggled and let out soft moans. “Can the foreplay, and just do it already.”

Chrysalis smiled and reached for her cock. “If you insist.” She then pushed it inside the human and began to move her hips.

Ruby closed her eyes and tilted her head back. “Yes! And don’t forget to… leave it in this time!”

Applejack went to their hall of rooms and knocked on Celestia’s door. “Princess?”

“Come in, Applejack.”

AJ opened the door and entered to find Celestia at her desk, going through her computer. “I think… Chrysalis just impregnated Ruby.”

Celestia stopped and looked over at her. “I beg your pardon?”

“It seemed that Ruby was okay with it, too. And I think that means her friends may have also been with Chrysalis, or plan to.”

Celestia leaned back in her seat. “And I’m most certain Krystal has been impregnated, too.”

“What do we do? They’re our friends.”

The alicorn sighed. “Not much we can do. I can try putting the fear in her, but I don’t think she’ll listen.”

“Got a plan B?”

Celestia nodded. “If she’s indeed spreading her kind throughout the Senate, I may have to take action against her before it gets out of control.”

“What about the rules of engagement?”

“Let me worry about the rules, Applejack. I thank you for bringing me this information. Is there anything else?”

“No, ma’am,” AJ said, before she left.

Celestia looked at her computer screen which showed blueprints for a large ship with a giant cannon built into the front. “I was really hoping I wouldn’t have to use you.”

Ruby and Chrysalis left the changeling’s room. The human gave the bug queen a big hug before she skipped off, humming to herself. Before Chrysalis could go anywhere, she saw Sally approaching her. The chipmunk want that tall at all. In fact, Chrysalis was almost positive she only went up to just under her large breasts.

“Chrysalis?” The chipmunk asked with a wave.

The changeling smiled as she looked down at the Mobian. “Which one are you?”

“Princess Sally Acorn, of the Freedom Fighters. But you can just call me Sally.”

Chrysalis sighed heavily. “Another princess? And what can I help you with, Sally?”

“I have a rescue mission I need help with. It involves infiltration, and you’re a changeling, right? That means you can… change?”

Chrysalis stared at her before green magic ran down her body. She now stood as a copy of Sally, her hand right on her chest to keep her overly large dress from falling off. The chipmunk took a step back.

“Wow. So you can. That’ll be a huge help.”

Chrysalis smiled. “Alright, Sally. Let’s go.”

After Chrysalis changed back, they made their way to the elevator that would take them to the lower hangar. When they arrived at the elevator, Sally hit the button just as Celestia walked up to them.

“Chrysalis,” the alicorn greeted. “I see you’re busy.”

The changeling smiled. “Helping with a rescue mission.”

“I see… When you return, please come see me. I have something I’d like to show you.”

“Oh… Okay…”

The elevator door opened and Sally entered the cylindrical room. Chrysalis backed up inside as she kept her eyes on the alicorn. Once the door slid shut, she sighed heavily.

“Still doesn’t trust me.”

“You two have quite the history, don’t you?”

“Yes we do.”

“Krystal informed me of her visit to your planet. Said she plans on helping you repopulate.”

“And it would probably be for the best that Celestia never finds out.”

“Especially that you had intercourse with her favorite mare?”

Chrysalis went wide-eyed. “What? How…”

“I’ve seen the way she looks at you. So I asked her.”

“But…”

“Don’t worry, your secret’s safe with me.”

“Good. Celestia might actually go to war with me if she ever found that out.”

Sally led the changeling queen to her flying-saucer-like ship. The rim was brown and the tinted windows and bottom section were dark blue. There was a circular platform beneath the ship that connected to the lower section and seemed like the way on board.

“I don’t think I’ll fit,” Chrysalis pointed out. “Comfortably, anyways.”

Sally looked at her and then at her ship. “Oh. Right.”

“No matter,” Chrysalis said before she changed into Sally again. Holding her dress to keep it from falling off, she stepped onto the platform. “Ready.”

Sally smiled and stepped onto the platform beside the changeling. The platform then moved up and brought the two chipmunks into the main part of the ship. In front of them was the triangular cockpit. There was a door on the left and right wall that led to the back section where there was probably a small bedroom or rest area.

“This one’s cozy,” Chrysalis said in her own voice so as not to confuse the real princess.

Sally headed for the driver’s seat and sat down. The saucer then lifted up and flew out of the hangar. “I find it easier to handle than the bigger ones everyone else has.”

“Definitely a smaller target.” Chrysalis then looked down at her dress and sighed. She let go and allowed it to fall to the floor.

Sally looked back and blushed. “Um… You okay?”

“Dress is too big. And I don’t feel like holding onto it for the whole trip.”

Sally turned back around and set the autopilot to take them to their destination before she got up. “This way,” she said as she headed for the door to the left.

Chrysalis followed. It seemed the entire back section was a rest area with a bed, a dresser, and a bathroom. The chipmunk walked over to the dresser and opened it up.

“Lets see. I should have something your size in here.”

Chrysalis walked up to her and smiled. “Are you blushing?”

“You’re naked.”

“I’m you. Have you never seen you naked?”

“Of course I have. I just… see you as someone else.”

Chrysalis then slipped behind her and placed her hands on the chipmunk’s shoulders. “Ever wondered what it’d feel like to kiss yourself?”

Sally stopped rummaging through the dresser and looked over her shoulder. “I’m sure everyone’s wondered that.”

“Have you?”

“Maybe once?”

“I can help with that.”

Sally slowly turned around. “This what you did with Starlight? And Krystal?”

Chrysalis chuckled and shook her head. “No. They offered on their own.”

“Then, why are you hitting on me?”

“I’ve known a few princesses in my time. Something tells me you could use some relaxation.” Sally stayed silent. Chrysalis used her magic to close the dresser drawers and then placed her hands on it beside the chipmunk. “Just one kiss.”

Sally leaned back against the dresser as she stared her doppelgänger in the eyes. “Fine. Just one kiss.”

Chrysalis smiled and slowly leaned in. Sally closed her eyes before she felt a copy of her own lips against her mouth. It felt like being kissed by another Mobian chipmunk. But she liked it.

Chrysalis moved her hands lower to grip the chipmunk’s butt and lift her up onto the dresser. Sally let out a startled gasp and held the queen’s shoulders for support. Chrysalis smiled and leaned in to kiss Sally’s belly.

“I can go lower,” she cooed.

The chipmunk princess sighed in defeat. “Alright, okay, fine. Do it.”

“With pleasure.” With permission, Chrysalis moved lower and began to lick at the princess’ pussy through her shorts

Sally moaned out and placed her hands on the changeling’s head. “That feels great.”

Chrysalis smiled and reached up to jerk the shorts down, exposing the pussy. Sally held onto her copy’s head for support and then let out a loud moan when she felt the changeling’s tongue directly on her crotch.

“O-o-oh wow!”

Chrysalis’ hands slid up the chipmunk’s body to her chest. Sally quickly sat up and pulled her vest off, followed by her shirt. More moans escaped her lips as the other chipmunk groped and rubbed her breasts.

Sally moaned out as she lifted her left foot up onto the dresser. “This ‘s so good…” she squeaked before she gently bit her knuckle.

“I just want to be clear,” Sally began as they entered the cockpit.

“I know,” Chrysalis said with a smile, now wearing a white shirt and blue shorts that actually fit her. “You’re not a slut.”

“Well…” Sally started as she sat down in the pilot’s chair. “True, but… I was going to say that I only did that because I haven’t had any in a while. Don’t go expecting it.”

“That’s fine. I still have your body. And can do whatever I want with it.”

Sally stared at her. “Just… don’t go walking around naked with my body.”

“I’m more respectful than that.”

“Good.” Sally then pointed out the window. “We’re here.”

Chrysalis looked at the planet. “It’s… all green.”

“It’s all trees and lakes. Perfect for Mobians, but some unsavory faction have invaded. The entire village is surrounded with patrols everywhere. I can’t get in, and others have failed as well. That’s where you come in. Take out one of the guards, take their identity, set the captives free, and then finish the rest off.”

“Huh…” Chrysalis muttered. “I’ve done a lot of infiltration, but I’ve always left quietly.”

“Is this going to be a problem?”

“No. Just a nice change of pace.”

Sally nodded and piloted her ship down towards the planet. When she was Just above the tree line, she stopped.

“Okay,” she said and pointed down at a clearing nearby. “That’s where the village is.”

Chrysalis memorized the distance and nodded before she disrobed and went over to the exit platform. Sally hit a button to lower the platform. As it did, Chrysalis felt the cool breeze and could hear the birds chirping.

"Going... naked?" Sally asked with a blush.

Chrysalis eyed her. "I'll be taking someone else's clothes. I won't need mine." She then looked down when the platform came to a stop. “Nice planet,” she sighed, before she jumped down.

Just before landing, she fluttered her wings and quietly dropped into a kneeling position. She could hear a patrol nearby and kept low. Sure enough, she saw light up ahead and an anthro male wolf carrying a lantern walked by. Chrysalis kept hidden behind a bush. When she saw no one else around, she lunged at him. He swung around with a machete just as the changeling collided with him. He let out a grunt as she wrapped her arm around his neck and twisted. There was a sickening crack as the wolf fell limp. Chrysalis let his body drop before she took his form. After stealing his clothes, she picked up the machete and the lantern.

She made her way towards where she saw the clearing. It didn't take her long and she didn't see any more patrols this far out. When she arrived at the village, however, she saw plenty. There were a few huts scattered about in some kind of circle formation with what looked like a gathering area in the center with a campfire. Chrysalis kept back until one of the guards passed her. She then grabbed him and pulled him into the brush before she slashed his throat.

She peeked her head out and saw about three more guards walking around. There was a hut off to the right with a guard out front, telling her that's probably where the Mobians were. She took a deep breath and stepped out as she casually made her way closer. As she headed for the lone guard at the hut, she heard two of the other patrols talking.

"Did you hear about what happened five years ago?" One wolf asked the other. "To the group on Nejara?"

"Nejara?" The second wolf asked. "You're talking about that small uprising?"

"Uprising?" Chrysalis thought to herself.

"What about it?"

"Didn't it happen on a night like this?"

"Hey, cut it out. That's not funny."

Chrysalis smirked as she walked up to the guard at the hut. Without saying a word, he looked at her before she ran her machete through his chest. Rather than let him fall, she lowered his corpse to the ground and pulled the weapon free from his flesh. She then barged into the hut to see four Mobians kneeling with their wrists bound; a squirrel, a cat, a bunny, and a pink hedgehog wearing a red dress.

They all looked worried at the approaching wolf, so Chrysalis changed back to normal. “It’s okay. I’m with Sally.”

“Princess Sally?” The hedgehog asked. “Was Sonic with her?”

“I’m not sure who this Sonic is,” Chrysalis said. “But we need to move.”

“How’d you get past the archers?” The squirrel asked.

“Archers?”

“Burn it down!” They heard a wolf yell from outside.

Suddenly, the roof of the hut burst into flames as pieces fell down. Chrysalis growled and slid in the middle of the four Mobians before she put up a shield.

Sally kept watching the clearing where the camp was before she noticed the larger plume of smoke. “Something’s wrong,” she said before she began her approach.

Chrysalis let out a grunt as the hut collapsed on her, the weight of the rubble making it harder to hold the shield. She then let out a yell and made the shield explode outward, knocking the burning rubble away.

With the debris cleared, she noticed they were surrounded on all sides by wolves. There were the males who were patrolling the camp and now there were females holding bows. And the bows were all aimed at the changeling.

“You almost made it,” a male wolf called out to her. “We weren’t expecting a shapeshifter. Luckily our archers spotted you.”

Chrysalis’ eyes narrowed. “I suggest you let us leave. Or you’ll regret it.”

“I don’t think so. Kill them all!”

The archers all released. Cheetahs held up her hands and caught them all with her magic. It was a strain, since they were all around her, but she kept it up. As the archers all reloaded, Chrysalis dropped to her knees and shot the arrows forward. They flew over her head and some struck a target while some even hit each other.

While the wolves were reeling back from the attack, Chrysalis picked up the machete she had and threw it at the nearest wolf. After it pierced his chest, she used her magic to bring it back to her hand. She dodged an arrow before she fired a magic beam at the attacker, knocking them back a few feet.

She heard a yell from behind and stepped aside to dodge the swing of an axe. She then spun around to stack but the wolf grabbed her wrist. She then grabbed his wrist abs leaned back as he tried to headbutt her. She then tied her head forward and rammed her jagged horn through his left eye. She put up a shield as the wolf dropped to avoid a couple more arrows. When the head finally slid off her horn, she stood up and dropped the shield.

She caught another arrow with her magic and returned it with even greater force. The archer managed to dishes the attack, the arrow grazing her shoulder. With a lot of the enemy wolves dead, she looked over at the captives and held up her hand. She grabbed their binds all at once before she snapped the ropes.

She looked over as the rest of the wolves charged at her. She got ready to attack before a huge laser blast came down from the sky behind her and blew them up. There was a bloody red cloud as body parts flew everywhere. Chrysalis turned around as blood dripped down her horn to see Sally’s ship.

“I can’t thank you enough,” Sally smiled as the fourth and final Mobian made it onto the ship.

Chrysalis, disguised as Sally with the wolf’s clothes, smiled lightly. “I missed the action, so… that was invigorating.”

“I’m just glad you’re on our side.” The pink hedgehog came over to hug the princess. “You okay, Amy?”

“I am. Just get me out of here.”

Chrysalis retrieved her clothes and headed for the bedroom to change. Sally watched her leave before she headed over to the pilot’s seat. “Let’s go home.”

~~~
XX. Secret Weapon
~~~

When Sally’s ship landed in the hangar, Celestia was already waiting. Chrysalis saw her out the window and looked at the chipmunk. “Remember… Not a word to Celestia.”

Sally made the motion of zipping up her lips before Chaos left the ship. Now back in a larger space, she changed back to normal, readjusting her dress so her breasts were comfortable. She continued to make her way over to the white alicorn, who was waiting patiently.

“Celestia.”

“Chrysalis. Are you ready?”

“I just got back from a big fight. Can it wait?”

“You won’t have to do anything but stand, watch, and listen. I just have something to show you.”

Chrysalis let out a sigh. "Lead the way."

As the white alicorn turned and made her way to her small cruiser, she spotted Luna and Starlight waiting by the ramp. Chrysalis followed Celestia on board as Luna and Starlight picked up the rear. As Luna joined her sister in the cockpit, Starlight hung back with Chrysalis.

"What's going on?" Chrysalis asked.

Starlight shrugged. "Beats me. Celestia just asked me to come with her."

"She... She doesn't..."

"No."

They felt the ship shake as it shot into hyperspace. "Good. Then, what does Celestia want to show me?"

"Well..." Starlight muttered. "It may have something to do with her secret weapon."

"Secret weapon?"

"I tried to warn you before you left. I don't know much about it, but I know it's powerful. So powerful I made her promise not to use it."

"You think she broke that promise?"

"Well, things changed."

"What changed?"

"You showed up." Chrysalis crossed her arms and eyed the floor. Starlight smiled and leaned in. "I'm glad you're here."

Chrysalis eyed her before they felt the ship shake again as it left hyperspace. She then looked down the small hall to the cockpit and could see a large ship out the window. Its size rivaled that of the Senate, maybe even bigger. It was also long with a giant cannon on its underbelly. The weapon itself seemed to glow and the ship was currently parked near a planet.

"The hell is that?" Chrysalis asked.

Starlight looked, too. "That must be the weapon. Her Solar Cannon."

"Solar Cannon?"

Celestia flew her ship into a docking bay on the large ship. After she parked, she and Luna led Starlight and Chrysalis through the ship's hangar and down a series of halls to an elevator. The whole time, all four remained silent as they rode the elevator up to the bridge. As they entered, the crew all stood at attention.

"At ease," Celestia said as she brought her group over to the large window. "See that?" She said as she pointed at the lush green planet. "My recon teams have explored the entirety of the planet and found only flora and fauna. Completely void of civilizations."

"Why'd you bring me here?" Chrysalis asked.

Starlight let out soft gasp. "Oh, no."

Celestia eyed the unicorn and then the Changeling. "For a demonstration of my Solar Cannon. Fire it up!"

The crew got to work as the room was filled with a low hum. "Power at 45-percent!" Chrysalis eyed the princess before she looked at the planet again. "65-percent!" Starlight had her arms wrapped around herself, looking rather uncomfortable. "85-percent!"

"Fire when ready," Celestia commanded.

The humming grew louder before the large cannon fire an enormous beam of light that covered the whole planet. Chrysalis and Starlight had to shield their eyes from the light while Celestia seemed unaffected. The beam lasted for about a minute before it faded away. When the light died, Chrysalis looked and gasped. The once-green planet was now brown, as if all the life had been burnt away.

"What?" She asked, wide-eyed.

Celestia smiled. "Let's take a closer look."

Celestia landed her cruiser in the barren land as the crew disembarked. Chrysalis looked around at all the ash and dirt that remained from the trees that used to be there. She even saw the remains of some bones from animals that were fried. The harsh wind howled and blew dirt around as Starlight looked around in horror. Celestia smiled and walked up next to the changeling.

"I'd say it works," she cooed darkly.

Chrysalis let out a shuddery breath. "Why'd you show me this?"

"Why do you think?" Celestia asked. Chrysalis eyed her and stared into the princess' intimidating eyes. This felt like a threat and Chrysalis knew why she was shown the weapon. Celestia could tell that the queen understood and smiled. "Shall we head back?" Chrysalis looked at the barren wasteland once more as Celestia passed by Starlight. She then stopped and looked at the unicorn. "I don't know if you're developing feelings for this changeling, but I severely hope that isn't the case." She then headed back onto the ship.

Starlight was frozen in shock. Did the princess just threaten her, too? Chrysalis then turned and walked over to her. The two exchanged looks before they both followed Celestia back onto her ship.

V - Hope

~~~
XXI. The First One
~~~

6 Years Ago

Starlight wandered through the forest as she looked around for any signs of changeling activity. "I could've sworn I tracked them to this forest. But, where are they?"

She continued on until she heard a twig snap to her left. She whipped around as she was suddenly jumped by a black figure before she was knocked out. When she came to, she was on her back on a bed with the changeling queen above her. The queen's eyes were locked on hers as both of them were completely naked.

"Hey, I'm sure we can talk about th..."

"Shut up," Chrysalis interrupted. “You have a lot of nerve coming here, Pony.”

“It’s Starlight Glimmer. Pleased to meet…”

Chrysalis put her left hand over the unicorn’s mouth. “What did I say about talking? Now, using your fingers… tell me how many others are with you.” Starlight quickly shook her head. “No, you won’t say?” The mare held up a zero with her right hand. “None? I find that hard to believe seeing how Celestia has been trying to wipe us out for years. I bet she sent you in as a spy. Seems she doesn’t really care for your safety.” Her eyes then wandered down the mare’s naked body. “But worry not, little one. I’ll take good care of you.”

Starlight went wide-eyed and mumbled something. Chrysalis sighed and removed her hand. “I-I’m, uh… I’m still a virgin.”

Chrysalis smirked. “Oh, how delicious. I do love breaking in new toys.”

Starlight awoke on the bed and sat up with a groan, cum still leaking out of her. She rubbed her head and looked over at Chrysalis, who was sitting on the edge. "You let me live?"

The changeling looked over her shoulder. "No. You... let you live."

The unicorn stared at her before she understood what happened. "Oh... Well, I can explain."

"I'm sure you can." Chrysalis turned around and got on all fours, facing the mare. She seemed both angry and confused. "Every one I've fucked has been drained. Everyone but you. That can only mean one thing."

Starlight laid back down. "I know. I gave you love."

"Why?"

"You needed it." Chrysalis hung her head as she stared at the bed sheet. Starlight watched her before she also got on all fours. "You're not the monster you appear to be."

"I appear monstrous?" Chrysalis asked as she looked up at the mare. "I am monstrous."

"No, you're not. And here's proof that you don't need to steal love to live."

The changeling scoffed as the unicorn crawled closer. "I do wish everyone thought the way you do, Starlight Glimmer. But history has proven that my kind will never be accepted."

Starlight crawled up to her to look her directly in the eyes. "Maybe I could convince them?"

"You shouldn't get involved with me. Now, I came inside you so you'll get pregnant. After you lay the eggs... you should leave and never come back."

"What if I wanted to come back?"

Chrysalis growled and backed away before she got off the bed and stood up. "You're trying to trick me to lower my guard. It won't work!"

Starlight crawled after her and knelt on the edge of the bed. "But, they need to know you're okay. You should come with me."

"Absolutely out of the question."

"Then let me visit you. Alone. And you can breed me all you want."

Chrysalis let out a low hiss. "Fine. It doesn't sound like I'd be able to stop you, anyways."

Starlight smiled and jumped to her feet before she hugged the changeling tightly. "I knew you wanted me."

The changeling sighed deeply. “I can already tell I’m gonna regret this.”

“Oh, don’t be such a downer,” Starlight cooed as she pulled back. “After all, who knows? Maybe this could lead to you and your changelings not having to hide anymore.”

Chrysalis’ eyes narrowed. “There will never be sanctuary for us in Equestria as long as Celestia is alive.”

Starlight placed a hand on the queen’s cheek. “Nothing’s impossible.”

Present Day

Chrysalis sat in her ship as she held a hand to her cheek. A slow sigh escaped her lips as she lowered her hand to the ship’s computer. She brought up the map of the surrounding star systems to check on her hive’s progress. They were quickly making up lost time as they already scouted twenty unoccupied systems far away from the Senate. Resources were pouring in like crazy and she had already ordered more bases to be built.

She leaned back in her chair and thought about Starlight. It’s been three days since Celestia showed her the Solar Cannon and three days since she’s seen Starlight. She knew it was for the best since Celestia couldn’t find out that one of her best was willingly impregnated. She also knew that it wouldn’t be much longer before the ones she impregnated started showing signs.

Four days ago, Weiss, Blake, and Yang were impregnated. The next day was Starlight, Krystal, and Ruby. She’d need to do some expert coordinating to avoid Celestia finding out. She brought up the Senate members and found Beacon Of Light. The only ships out right now were from Team JNPR. She let out another sigh and radioed for Pyrrha Nikos.

After a few seconds, she got a response. “Hey, Chrysalis? Is this the changeling I’ve heard so much about?”

“Yes, uh, Pyrrha? I was just wondering if you were returning to the Senate any time soon.”

“Not particularly, why?”

Chrysalis let out a light groan. “Well… I need to contact Ruby for an urgent and private matter. And I’m also preoccupied.”

“I see. No one told you about the Senate’s comm system?”

“What do you mean?”

“All communications are on a private line. Just call the Senate and ask to be directed to whatever room you want to call. For example, Ruby’s room.”

“Oh. And you’re sure it’s private?”

“Of course. Must be some secret.”

Chrysalis smiled. “You have no idea. I appreciate the info.”

“Anytime. And I hope we can meet in person some day.”

“Yeah. Maybe. Well, I… guess we’ll talk later.”

“Have a good one.”

When the line went dead, Chrysalis called the Senate. The screen displayed a large list of rooms. She had to scroll until she found one that read Ruby Rose’s Room. She tapped it and sat back, waiting for a response. After what felt like a minute or two, the call was answered.

“Chrysalis?” Ruby asked, wearing her pajamas.

“Hey, Rube.”

“How’s it… Wait. Rube? You gave me a nickname?”

Chrysalis shrugged. “Why not?”

“Cool. Royalty has bequeathed unto me… a nickname.” The changeling rolled her eyes. “So what’s up?”

“How’s your belly?”

“My belly? Oh, you mean… Because of the… Well I’ve started to notice a little bump.”

“Okay, I need you and your friends to hang out on my planet while your belly gets big and you lay the eggs. If Celestia is fully aware you’re all pregnant…”

“Say no more. I’ve actually wanted to meet the other changelings. I’ll let the other three know.”

“Thank you, Ruby.”

“Anything for you, my queen,” Ruby said dramatically as she bowed, her forehead hitting her desk hard. “Ow!”

Chrysalis smiled. “Good night, Ruby.”

The human rubbed her forehead with a light blush. “Night.”

When the call ended, Chrysalis leaned back in her chair and stared out into space. She was currently in one of her newly acquired star systems. In front of her was a rather green planet and her drones were hard at work constructing a base in its orbit. She then heard her comms beeping. It was a video call from Equestria.

When she answered, she saw Dorsa. “Hello, mother,” Dorsa greeted with a smile.

Chrysalis smiled back. “Dorsa, my sweet. What can mommy do for you?”

“I was just wondering how your conquering was going. When you came here last, you had that fox with you. And she seemed… willing?”

The queen sighed. “Honestly, I’m not sure if I’ll need to conquer anyone. Aside from Celestia, everyone I’ve met has been pretty open to doing it with a changeling.”

“Is that so? Maybe I need to get up there and join you.”

“I’m actually bringing a few over to you soon to give birth.”

“Oh, you already impregnated a few?”

“Six, so far.”

“Eighteen more sisters,” Dorsa cooed. “I can’t wait.”

“Yes, I just need to get them away from Celestia before she notices. If she finds out Starlight is not only pregnant but became pregnant willingly… she will go to war with me.”

“What if you lied? Say you took advantage of her?”

“I doubt saying I raped her will yield better results.”

“Rape or betrayal. Not good options.”

“Not god at all.”

“Well, I gotta go. We think we found a way to open that door we found.”

“And I plan on getting some sleep.”

“Say hi to Abby for me.”

“Will do, Dorsa.”

She then hung up.

Starlight entered her room at the castle before there was almost immediate knock at the door. She turned around and opened it to see Celestia standing there, looking worried.

“Are you okay?” She asked. “What happened?”

“Nothing happened. I just… went looking for the changelings, but… found nothing. So I hung around a nearby town to see if I find out anything.”

“And, did you?”

Starlight shook her head. “Dead end. As usual.”

Celestia nodded. “I see. Well… as long as you’re safe, that’s all that matters. Good night, Starlight.”

Starlight smiled. “Good night, Celestia.”

When the princess left, Starlight closed the door and made her way over to the bathroom to get ready for bed. Once cleaned up and in her underwear, she crawled into bed and drifted off to sleep. In her dream, she thought back to her last encounter with Chrysalis.

She had just pushed out the last egg and sat up on the bed. One of the drones carried the egg off to put it with the others. “Will I get to meet them?”

Chrysalis sat down beside her. “Maybe. I suppose that depends on the princesses. But, you should head home now. Before they send out a search party.”

Starlight sighed and leaned against the changeling. “Gimme an hour. I just pushed out three eggs, after all.”

Chrysalis gave a small hint of a smile. “Very well… Starlight.”

When Starlight left the cave, she looked back at it and wished she could stay a little longer. When she turned around, she stopped suddenly when she saw Luna standing there.

“Dreaming about the Queen, are we?” She asked, looking at the cave. “So this is where she’s been hiding.”

“N-No, you can’t!” Starlight pleaded. “Y-You can’t tell Celestia!”

“I must,” Luna said as she lit up her horn.

“No!” Starlight yelled, before she sat up in her bed. She quickly threw the covers off and ran to her door, only to find it locked. “No no NO!!!”

“Do not bother, Starlight,” the princess’ voice came from behind. Starlight turned around to see Luna standing by her bed. “This is still a dream.” Luna looked around the room before she sat down on the bed. “I remember this day. Six years ago. The day I told my sister what I saw in your dream.”

“You betrayed me.”

“As I thought back then, you betrayed us.”

“And what do you think now?”

“I think we all made mistakes.”

“You let her believe I told you willingly.”

“Yes.”

“Why?”

Luna stayed silent for a few seconds before she let out a soft sigh. “I had hoped that, should she escape again… she would no longer wish to see you.”

“She came to space for us. For me!”

“As I said: a mistake.”

“So what does this mean? Are you going to Celestia again?”

“Why? Because you are pregnant again?” Luna asked, getting a gasp from the unicorn. “You should really watch what you dream about. But… I already made the mistake of betraying your trust and privacy once. I have no intention of repeating the past. So, no. I will not tell my sister.”

Starlight exhaled with relief. “Oh, thank you so so much, I…”

“But… I must stress how important it is that you tread with extreme caution. If my sister gets the idea that history is repeating itself, even I will not be able to stop her.”

“I understand.”

Luna nodded. “I will do what I can to keep her mind off it, but it will not be easy.”

“I appreciate it.”

“Of course. Sleep well, Starlight.”

The princess snapped her fingers and she vanished in a flash. Now, laying naked on the bed, was Chrysalis. Starlight smiled and began to undress.

~~~
XXII. Secrecy
~~~

Chrysalis looked out of her cockpit window to see Ruby’s ship shoot off into hyperspace. “There they go.”

“So far, so good,” Ruby said as she dropped into the co-pilot’s seat. “Now, it’s gonna look like we’re lightyears away.”

“Not a bad plan,” Yang said before Chrysalis shot off into hyperspace towards her home. “I just wish we didn’t have to lie to the princess. She’s done a lot for us.”

“And if she finds out I’m trying to expand, she’ll go crazy and probably kill all my children.”

“Will we know which ones came from us?” Weiss asked.

“I’ll know,” Chrysalis replied. “But there is a way you might, too.”

“What is it?”

“The magic of the individual laying the eggs determines the color of the eyes,” Chrysalis explained. “Ruby’s color seems to be red, so her children will have red eyes. I’m not really sure about Krystal, though. Probably default to light blue.”

“So, what do we do when we get there?” Blake asked.

“Mingle, I guess. Feel free to help out with anything. We just need time for you all to lay the eggs.”

“I don’t mind helping out,” Yang said as she stretched her arms. “After all, you helped all of us.”

Chrysalis smiled and eyed her computer. “Almost there.”

Celestia pulled her ship up to a larger black fighter ship, her airlock latching onto the other ship's airlock. Once the connection was made, Celestia got up from her seat and headed over to the airlock chamber to board. When the doors opened, she was met by a Mobian echidna wearing black armor and a black helmet with glowing blue eyes.

"I need to speak with Shade."

The echidna eyed her before he nodded and walked away. Celestia followed him onto the bridge where a female echidna was sitting in the pilot's seat. She sat sideways and was eating an apple, her legs dangling over the left armrest. The male echidna leading Celestia brought her over before he walked away. The female echidna eyed her visitor.

"Princess Celestia of the Equestrian Protection Alliance. As I said before, we will not be a part of your Senate's fleet."

"I know. I just have a favor to ask. In exchange, I will give you a large amount of resources."

Shade hesitated in thought as she took a bite of her apple. "Interesting," she said with a mouthful before swallowing. "What's the favor?"

"If I remember, your suit has stealth capabilities?"

"It can render me invisible, yes. You need infiltration? Or someone spied on?"

"Both, actually."

Shade took another bite of her apple.

Chrysalis set her ship down before she got up. "We're here," she said. "And in a few hours I should go grab Krystal and Starlight."

She then left the ship with the others following. Ruby looked around in awe, as did everyone else. Just like Krystal, they probably weren’t used to so much nudity. Chrysalis was approached by Dorsa, who gave her a wide smile.

“So, these are your baby mamas?” The changeling asked as she approached the visitors.

“Yes, this is Ruby, Weiss, Blake, and Yang,” Chrysalis said as she turned to face the humans.

“Who’s who?”

“Simple. They filled me in on the ride over. Just think Red, White, Black, and Yellow.”

Dorsa looked at each human and noted the color of their clothes. “Ah. Makes sense.”

“So, uh…” Yang began. “Anything we can help with?”

“You’d like to… help?” Dorsa asked. “I thought we’d just let you rest while we all… pampered you.”

“I wouldn’t be against being pampered,” Weiss said with a smile. Blake slowly leaned in to whisper in her ear. Weiss’ eyes went wide, before she shrugged. “Still. I’m okay with that.”

“Well I need something to do,” Yang said as she pounded her fists together.

Ruby nodded. “Me, too.”

Dorsa looked at the fourth. “Blake? Pamper? Or work?”

The cat-eared female thought for a moment. “Hmmm… Could I just… relax? Maybe read a book?”

“The castle does have a library.”

“Alright,” Chrysalis said with a smile. “Let’s get started.”

Weiss was resting on her back on a beach chair by a lake, in underwear only, while a few changelings massaged her shoulders, feet, and hips. “Oh, this feels amazing. I hope I’m not taking advantage of you all.”

“Are you kidding?” A drone asked. “You’re helping repopulate our species. It’s the least we could do.”

“Least you could do, riiiiiight,” Weiss said as if in a trance as her eyes wandered down the changeling’s body to her crotch. “Hmm…”

Blake laid on her back, fully clothed and reading a book in the Canterlot Castle library. As she turned the page, she noticed a drone sitting on the couch across from her, just watching.

“Oh, don’t mind me,” the drone said with a smile. “I’m just here in case you need anything.” The drone then looked around before she got up and walked over to a bookshelf.

Blake watched her pick out a book and head back to her couch. The drone then laid down on her belly and began reading. Blake went back to her own book and continued reading.

Yang punched a rock wall as hard as she could, causing large cracks to form before the wall crumbled. Embedded deep in the rock were a ton of iron and copper. “There. Mined.”

“Not bad,” Ruby said with a smile before she held out her scythe. “Let's see what Crescent Rose can do.”

She then twirled it a few times before holding it with both hands and slamming the pointy part into a rock wall. A long crack shot out from the point of impact and moved horizontally for about ten feet. The wall then crumbled along the crack, creating a long horizontal hole in which there were tons of minerals and ores.

“Mined,” Ruby said with a smile as changelings quickly set up wooden pillars near them to keep the ceiling from collapsing.

Weiss reached out to gently rub the hips off the changeling to her right, who was currently massaging her hip. “You all… wouldn’t mind if we…” She started to ask with a blush.

The changelings knew what she wanted and a smile spread across their faces.

Blake looked over at the changeling reading. “So, uh… What are you reading about?”

The changeling looked over at her. “It’s called The Cat’s Journey. It’s about a kitty that gets lost and goes on this adventure to get back home.”

“Oh. Sounds cute.”

“I like cats.”

Blake couldn’t help but feel like the changeling may be talking about her, even if she wasn’t. “Is that so?” She then blushed a little. “You know, I’m… part cat.”

The drone smiled. “I noticed. The ears kinda gave it away.”

Blake smiled and looked down at her book. Her eyes then went to the changeling’s naked body. “I-If you want… we could…”

The changeling closed her book.

Weiss was now naked as the changeling that had been massaging her feet was now between her legs and licking her pussy while the one that had been giving her a shoulder massage was now gripping both her breasts from behind. The two on her left and right had stopped massaging her hips and now had their cocks in her face. With a deep blush, Weiss cupped both sets of balls before she started to lick at the cock on her right.

Yang punched another spot on the mine wall, causing more rock to fall. The drones had preemptively set up additional pillars to avoid a cave-in.

Blake was now lying on her stomach naked while reading the cat book as the drone gently fucked her tight ass. “Yo-ou’re right. This i-is a goo-ood book,” she gasped with each thrust.

“Isn’t it?” The drone asked as she leaned in to lick at Blake’s right cat ear. The human shudder in pleasure and let out another moan.

Ruby converted her scythe into its gun mode and fired at three other spots, knocking more rock away to expose the minerals underneath.

Weiss let out moans as the drone between her legs had begun to fuck her pussy. With each thrust, a moan escaped the human’s lips while she jerked off the ones on her left and right.

Ruby and Yang leaned against a wall, covered in sweat as one of the mining drones walked up to them. “Excellent job, you two,” she said with a smile. “Easily sped us up by a day or two.”

“Always happy to help,” Yang said with a thumbs up.

“There a shower around here?” Ruby asked as she wiped sweat from her forehead.

“The lake,” the drone replied. “Exit the mine, take a right. Can’t miss it.”

Blake had stopped reading by this point and simply let the drone pound her ass. “I think… this is better than… the book.”

The drone smiled. “Of course it is.”

“I can feel the eggs. Is this a… safe position for me… to be in?”

“The eggs are very durable and the couch is very soft.”

As Ruby and Yang left the mine, they took a right and saw a sign pointing down a park through the trees that read Lake. They followed it down to a large body of water where there were a lot of changelings bathing.

“Must be the place,” Ruby said as she went over to a truck and started to undress.

Yang did the same as she looked out at the lake. “I bet we could have some fun with a few of ‘em. What do you think?”

Ruby pulled off her shirt and looked out at the water. “Well, seeing as how that’s food to them, I don’t see why not.”

Yang smiled and quickly finished undressing before she jumped into the lake near a group of three changelings. “Alright! Who’s hungry?!”

Ruby smiled and jumped in after her.

Chrysalis made her way over to the landing pads where she noticed a ship entering the atmosphere. It was blue, like Krystal’s ship. The changeling queen narrowed her eyes as she tried to see through the cockpit. When it landed, a ramp came down on the side before Starlight came running out, followed by Krystal. Chrysalis went wide-eyed as the two approached her.

“I was… just coming to get you,” Chrysalis said. “How’d you…” She was interrupted when Starlight threw her arms around her and hugged her tightly.

Krystal smiled as she watched. “Ruby called us. Said she was calling from a mine on the planet and told us the plan.”

“Plan?” Chrysalis asked as she hugged the unicorn.

“I told Applejack that I was borrowing Starlight and then Jenny took my flagship while we switched over to one of my scout ships.”

“I hope this all works,” Chrysalis said as Starlight slowly pulled away.

“Can we…” Starlight began as she wiped her eyes. “go somewhere?”

Chrysalis smiled and put an arm around her. “Dorsa?!” She called out. Moments later, the changeling drone ran up to her. “Please assist Krystal with anything she needs.”

“Of course, mother,” Dorsa replied. She then walked over to the fox while her mom and the unicorn left. “Krystal. Welcome back. I heard about what you did last time you were here. Kissed every drone up in the station. Showed Anna a good time.”

Krystal chuckled. “Yeah, Chrysalis and I had a lot of fun on the planet, too.”

“Yeah, I was busy and didn’t get to join that orgy you had when you first showed up.”

Krystal smiled and pulled her close, the changeling’s chest slapping hers as the fox rested her hand on the changeling’s lower back. “We could go right now. Your mother did say anything.”

Dorsa smiled. “As it is my job, I cannot decline.”

Ruby and Yang were relaxing naked in the lake, cooling off after the wild sex they just had, when Blake showed up with a changeling beside her.

“There you are,” the cat-eared female said as she looked at the changeling. “This is Coral.”

“Hiya, Coral,” Ruby greeted with a wave. “Gonna join us? Water’s great.”

Blake smiled and went over to where she saw her friends’ clothes and began to disrobe. As she did, Weiss got up from her chair and stretched before she walked around the lake to join her friends.

“Quite the show, you two,” Weiss commented.

“Hey, Weiss,” Ruby smiled. “Already naked? Were you having fun, too?”

“I was being massaged. Then that led to a fivesome. Is fivesome a word?”

Blake chuckled as she squatted by the water’s edge. “I think after four it becomes an orgy.” She then looked down at the water and just stared at it, her own reflection staring back at her.

Weiss sat down on the edge of the lake next to her cat friend. “Need help?”

“I’m not scared of the water,” Blake said quickly.

“I didn’t say that,” Weiss muttered.

Blake looked around at her friends and her eyes fell on Yang’s abs and muscular arms. She never saw her friend as anything more than a friend. But being here with all these changelings… She blushed and looked away when she saw Yang smirking at her.

“See something you like, Blake?” Yang asked teasingly.

“No, I was just… admiring your, uh…”

“My amazing breasts?” Yang asked as she cupped her mounds.

“No, your… abs. And arms.”

“Oh,” Yang muttered as she lowered her arms. A grin then spread across her lips. “If you come in, I’ll let you feel them,” she cooed, running her hand over her abs.

Blake blushed hard and looked at the water again. She then got on all fours and slowly reached out to touch the water. On contact, she pulled her hand away. Weiss rolled her eyes and grabbed her friend’s arm.

“That’s cute and all but we don’t have all day.”

She then pulled Blake into the water with a splash. The cat girl began to flail sound wildly, spitting up water.

“Blake, put your feet down!” Weiss yelled as she grabbed the woman by the waist.

Blake did as told and immediately felt the bottom of the lake. Her flailing speed and she stood up, the water going up to her belly. “Oh.”

Ruby giggled as Yang smiled. “Hey, you’re in,” the yellow-haired female pointed out before she motioned for her friend to come over. “Come here.”

Blake looked over and blushed again before she slowly made Her way through the water over to where Yang was. Once there, she moved to blondie’s right side and placed her hand on Yang’s right arm.

“Wow, you are quite muscular,” Blake muttered.

Yang smiled. "If you like that, feel my abs."

Blake smiled lightly and moved her hand to her friend's abs and ran her fingers along the bumps. "So strong."

Yang pulled her into a really tight hug, their bodies pressing together. Blake went wide-eyed and quickly grabbed blondie's shoulders. "Wanna wrestle?"

Blake chuckled nervously. "No, I'm... I'm sure you would win."

Yang smiled and leaned in. "I was being metaphorical," she whispered into the cat girl's cat ear.

Blake blushed even more. "O-Oh! Um... Right here? Right now?" Yang pulled back to look her in the eyes. "But Ruby and Weiss are right th..."

Blake was cut off when Yang pulled her into a kiss. Ruby watched them with a smile as Weiss leaned back and closed her eyes, simply enjoying the water and the heat of the sun.

Chrysalis and Starlight entered the unicorn's old room at Canterlot Castle. Starlight looked around the room, realizing nothing had changed. There were a couple kites up on the wall and few action figures on a shelf along with horror and adventure books. The unicorn looked at the opposite wall and saw her old posters.

"Everything's still here."

Chrysalis smiled. "I used to come in here often and just... sit on the bed. Think about things. Eventually, it became too much and I had to stop."

Starlight turned to face her. "You... cared that much? About me?"

"You... were the first, Starlight. The first one who ever... cared about me. Even after everything I did."

The unicorn slowly walked over to her. "Do you... love me?"

Chrysalis stared at her and said nothing. However, after a few seconds, tears began to fill her eyes. Starlight started to tear up, too, before the two dove in for a kiss.

Dorsa was on her back while Krystal rode her as both moaned loudly. "I missed this!" Krystal moaned out while the changeling held the fox's hips.

"You're so tight, you're squeezing my cock!"

"Fill me up, Dorsa!" Krystal moaned out as her tits bounced frantically.

Chrysalis fell back on the bed as Starlight crawled atop her, both now completely naked. The unicorn leaned in and kissed the changeling's neck while her right hand gripped the queen's left breast. Chrysalis moaned while she gripped the bed sheets. Starlight kissed the queen's neck a few more times before she pulled back.

"Do you think it'd be possible for... me to impregnate you?"

Chrysalis sighed. "You know as well as I do that... that dick spell only creates fake sperm."

"What if it's from someone with powerful magic? Like me?"

"Magic does play a big part, but... the sperm would disappear before it could impregnate me."

"What if I altered the spell?" Starlight asked with a smile. "Made it so that the fake sperm lasted longer?"

Chrysalis smiled back. "Starlight? It takes about a week for non-changeling sperm to fertilize the egg. There’s no way the spell would last that long.”

Starlight sighed and rested her cheek on the queen’s left shoulder. Chrysalis gently rubbed her head. “It’s not fair.”

“Don’t feel too bad. You’ll be giving birth to your own eggs soon.”

“I know.”

Chrysalis smiled and patted the unicorn’s butt. "But don’t let that stop you from trying.”

Starlight picked her head up and smiled. “Oh, I know what you want.”

She then used her magic to grow a nice rod with a big ball sack. Starlight leaned in and kissed the queen before she reached down to grip her cock.

“I’ve been waiting for this,” Starlight cooed.

Chrysalis smiled. “Me, too.”

Starlight pushed her cock inside as both let out a moan before Starlight began to move her hips. Chrysalis gripped the bed sheets and sighed deeply.

“You made a big one.”

Starlight smirked and gave a hard thrust, making the changeling’s tits jiggle. “I wanted to fill you up. And streeeetch that pussy.”

Chrysalis smiled and held Starlight’s hips before she rolled them both over. With the mare on the bottom, Chrysalis began to repeatedly move her hips up and then slam them back down. As she roughly rode Starlight, she placed her hands by the unicorn’s head so her large breasts dangled close to her face. Starlight leaned in with a moan before she latched her lips onto the queen’s left nipple.

Blake was on her back on land while her legs were in the water. She was fondling her breasts while Yang licked her pussy. As Ruby watched, she slowly slid her hand to her own pussy and rubbed. When she started to moan, Weiss eyed her.

“Are you seriously masturbating to your sister?”

“No!” Ruby yelled, holding her hands up. “I wasn’t doing anything of the sort.”

Weiss sighed and blushed as she moved behind her friend. “You’re supposed to have someone else do that,” she said as she reached around and started to rub her friend.

Ruby giggled and moaned as her eyes went back to Blake and Yang.”

Chrysalis slammed her hands against the wall before Starlight resumed roughly plowing her pussy. Both moaned more and more before Starlight gave one more hard thrust and emptied her load. Chrysalis gasped loudly as her pussy sprayed juices all over the wall and her legs.

After their orgasm, Starlight’s rod disappeared before the two slowly slumped down to their knees. Chrysalis leaned against the wall and breathed softly while Starlight leaned against her.

“That was amazing,” the mare whispered.

Chrysalis smiled and looked over her shoulder. “It sure was. But don’t tell me you’re all done already.”

Starlight chuckled. “Just need to catch my breath. Then you can fuck me.”

“Good. Because I would like to make every second here count.”

Starlight kissed the back of the queen’s shoulder. “So would I.”

~~~
XXIII. Birth
~~~

4 Days Later

Chrysalis entered a room of the castle that used to be Celestia’s bedroom. Over the last four days she had it converted into a comfortable breeding room for her friends. She figured they’d prefer to give birth in a nice room rather than a cave. Waiting inside for her was Blake, naked and with a big belly.

“Ready?” Chrysalis asked.

“Will this hurt? I heard giving birth hurts.”

Chrysalis smiled. “Pushing out a living, moving creature is one thing. Laying an egg is different. For instance, look at your belly. There’s three eggs in there. How big could one possibly be?”

“Oh yeah,” Blake said with relief as she looked down at her belly.

“Check on them in a couple days and they’ll be much bigger. But when they first come out, they’re small.” She then held her hand out to the bed. “Please. Get comfortable.”

“How should I…”

“It doesn’t matter. On your back. On all fours. As long as you can push the eggs out.”

“I get it,” Blake said with a smile as she crawled onto the bed and flipped onto her back. She spread her legs and rested her arms up by her head.

Chrysalis smiled as she reached down and slid a basket, with a soft pillow inside, that was on the floor closer to where she was. “Do you feel the eggs moving?”

Blake nodded. “Yes.”

“Good. Now, push.”

Blake let out a grunt as she worked on pushing out the first egg. To her surprise and relief it came out rather easily. She even let out cute moans when it spread her pussy lips. Chrysalis gently caught it with both hands before she set the egg in the basket.

They repeated the routine for the last two before Blake sighed heavily and felt her normal-sized belly. When she sat up, Chrysalis held up the basket.

“To think, these three came out of you.”

Blake smiled. “Can’t wait to see them hatch.”

“Mmm… The cat that laid an egg.” Blake blushed before Chrysalis set the basket down. “How’s your pussy?”

“A little sore. Like I just had sex with a well-endowed man.”

Chrysalis nodded and placed her hands on the woman’s thighs. “A changeling’s saliva can help soothe most aches and pains.” She then leaned in to demonstrate, making Blake moan out and grip the bed sheets.

Once dressed, Blake joined her friends inside the castle's library. Upon her arrival, the other three humans, as well as Krystal, all got up from the couches and ran over to ask her about the experience. Starlight smiled and stayed seated.

"What was it like?" Ruby asked. "Starlight wouldn't tell us anything."

"It wasn't bad at all," Blake said with a light smile. "It did feel weird when the egg started making its way out, and after the third one I was a little sore. But Chrysalis made it better, so... I wouldn't mind doing it again."

Starlight chuckled, getting their attention. "There you have it. Personally, I enjoy the feeling. Plus the knowledge that I'm helping rebuild a species that's been on the brink of extinction almost as long as they've been around."

"Why were they so hated?" Yang asked. "They seem... really sweet."

"I agree," Weiss said as she crossed her arms.

"Well..." Starlight began. "It pretty much came down to the leaders; Chrysalis and Celestia. They refused to see eye-to-eye and get along, so it led to war. Things back then were... rough, but... they seem okay now. I just wish Celestia would just lighten up about it."

Krystal smiled. "So, are you two... a thing?"

Starlight blushed lightly and rubbed the back of her head. "Well, we... confessed our love for each other. But, we can't really call it being together as long as we have to hide from Celestia."

"Just run, then," Ruby smiled. "Take Chrysalis and her children and just run. Leave Celestia and the Senate behind."

"I can't do that, Ruby," the unicorn sighed. "My life is the Senate. And despite recent events, Celestia has always had my best interest at heart."

"Except when it comes to the one you love," Blake pointed out.

Starlight leaned her head back against the back of the couch. "We'll think of something."

"Alright, that's one down and three more eggs," Chrysalis said as she entered the room. "Tomorrow should be Yang and Krystal's turn."

Yang looked down and rubbed her belly. "Here that, little ones. You're next."

The changeling went over to sit beside Starlight, the mare shifting to lean her head against the changeling's shoulder. "Then Weiss and Ruby," Chrysalis continued. "Then, lastly..." She looked over at the unicorn. "Starlight."

The unicorn smiled up at her before the queen put her arm around the mare. The changeling's smile then faded. "Then you all have to head back."

The room fell silent before Ruby let out a soft chuckle. "We can always visit."

"No..." Starlight began. "Chrysalis is right to worry. Celestia has a weapon capable of destroying all life on a planet. If she feels everyone's taking Chrysalis' side over her..."

"She'll use that weapon here?" Blake asked, her cat ears drooping.

"We could stop her," Ruby said hopefully.

Chrysalis scoffed. "The only way to stop her at this point would be to kill her. Something I'd like to avoid."

"Why?" Yang asked, crossing her arms.

"Do I need a reason not to kill someone?"

"She seems to be doing nothing but making your life hell," Weiss pointed out.

"And, what would you all think of me... if I were to murder Celestia? What would Luna think?" She then looked at the unicorn still leaning against her. "Starlight?" The mare looked at her but said nothing. "Please, if any one of you can guarantee that absolutely nothing bad would happen from killing her... I'm all ears." No one said anything. "Yang? Krystal? You two should take it easy," she said as she got up, making Starlight sit upright. "Tomorrow is your turn." She then walked past the group and left the library.

Starlight hesitated before she, too, got up and ran after the queen. She quickly found her in the halls outside the library, heading for the royal chambers. "Chrysalis!" She called out as she ran after her, making the changeling stop. "Chrys." She slowed to a stop behind the queen. "What's really wrong?"

Chrysalis hesitated before she sighed heavily. "I'm afraid, Starlight. I'm afraid that... I'll have to kill her. And that when I do... you'll never look at me the same way again."

Starlight let out a silent gasp as the changeling walked away again. This time, she didn't follow.

Yang and Krystal both got up from the bed as Chrysalis picked up the basket with six eggs. "Well, I never had to do two at once before... and I think I almost dropped one... but, a victory nonetheless."

Yang and Krystal eyed each other before Krystal stepped forward. "About... yesterday."

"Don't," was all Chrysalis said before she left the room.

Yang stepped up to the fox. "Starlight did say it was best to drop it."

"I know. I'm just... worried. These changelings are wonderful. I don't want anything to happen to them."

Yang looked over at the bed. "You know, in hind sight, there was probably a better position for us to be in."

"Oh?" Asked Krystal. "What?"

"Well, like this," Yang said as she crawled onto the bed and got on all fours. "You'd be beneath me, right? That way Chrysalis could just focus on the one area rather than having to move back and forth between us."

Krystal walked up to the bed. "I see," she said as her eyes went to the woman's muscular body.

Yang noticed her looking and smiled. "You know, I've been with Blake, Chrysalis, and changelings... but not one with... fur."

Krystal looked at her own body and smiled. "You want to know what it's like to lay with someone furry?"

"I wouldn't be against it."

The fox smiled and crawled onto the bed before resting on her knees beside the human. She then reached out to run her hand down the woman's body from her shoulder to her butt. "Amazing body. Now, lay down."

Yang nodded and dropped onto her stomach before turning over. Krystal climbed atop her before she rested her furry body on top of Yang's smooth body. The human shuddered at the feeling of the fur and reached around to rub the fox's back. Krystal smiled and leaned in to kiss the woman on the mouth. Yang accepted.

Weiss and Ruby disrobed as they looked at each other. "Shall we... try the position Yang suggested?" Ruby asked.

Weiss blushed. "Would make it easier for Chrysalis."

The changeling entered the room with the basket and closed the door. "Alright, you two. Positions." Yang climbed onto the bed and rested on her back while Ruby crawled atop her, both staring into each other's eyes with deep blushes. Chrysalis smiled and set the basket down. "That works."

After the birthing, Weiss and Ruby sat on the edge of the bed, still naked. "So..." Ruby began. "About what happened at the lake?"

"It was... just two friends helping each other out," Weiss quickly replied. "That's all."

"Right. Just like Blake and Yang."

Weiss eyed her. "Did you... like that?"

"O-Oh, yeah yeah. Of course. You?"

"Wasn't bad," Weiss muttered. "Wasn't bad at all."

Ruby patted her own knees and made ppp ppp ppp sounds with her lips. "Wanna do it again?"

"Absolutely."

Ruby smiled and backed up onto the bed, as did Weiss. Ruby gave her friend a gentle push to knock her on her back before she climbed atop her and kissed her neck. Weiss moaned out as Ruby moved lower and lower before she started to lick at her friend's pussy.

"Yes, Ruby," Weiss moaned out, gripping the bed sheets. "That's it."

Chrysalis stood outside the birthing room and took a deep breath. When she was ready, she opened the door to find Starlight laying on the bed. Her head was on the pillow and her left leg was pulled back so the foot rested by her butt while her right leg was stretched all the way out. The mare smiled and pulled her right leg up before spreading her legs. Chrysalis smiled and entered before she closed the door. The changeling brought the basket onto the bed and set it down before she crawled up beside the unicorn.

"Ready?" She asked, gently rubbing Starlight's belly.

The unicorn nodded. "Of course. Just like old times, right?"

"Yeah. Just like old times."

Chrysalis leaned in to kiss the mare, the mare kissing back. Soon after, Chrysalis held her hand by the mare's crotch as the mare pushed out an egg with cute grunts. They kept the kiss going as Chrysalis gently gripped the egg and helped ease it out before she set it in the basket. They broke the kiss as a string of saliva connected their tongues.

"Nothing beats... giving birth while kissing you," Starlight cooed as she reached up and placed a hand on the changeling's cheek.

Chrysalis smiled and kissed her neck. "Two more to go."

"I'm ready."

Chrysalis then kissed her on the mouth again as the unicorn worked on pushing out the last two.

~~~
XXIV. No Other Choice
~~~

The next day, Chrysalis watched Ruby and her friends leave on their ship with a sigh. Krystal and Starlight stood by the fox's blue ship as Chrysalis walked over to them. "So... these past eleven days have been rather fun. But Celestia is probably worried about you."

Starlight nodded as Krystal patted the mare's shoulder. "I'll go warm the engines," Krystal said as she boarded the ship.

Starlight watched her leave before she looked at Chrysalis. "You know, we could always find a way to take out Celestia's weapon. Then, we could come clean and force her to see reason."

Chrysalis nodded. "I was thinking about that. But that would require a large fleet and I could lose a lot of my children in that fight."

"Isn't it better to lose some than all?"

"I'd rather not lose any."

Starlight nodded. "That would be possible in a perfect world. But things are far from perfect."

"I am well aware."

"Well..." Starlight muttered. "I should... probably head back... I'm sure Celestia's pacing back and forth wondering where I am."

Chrysalis smiled. "I'm sure she is."

She stepped up to the mare and gently kissed her on the lips. Starlight hugged her and kissed her back. The mare slowly pulled back and rested her forehead on the changeling's shoulder.

"I don't wanna leave."

Chrysalis rubbed the back of her head. "You have to. For now, anyways. We will find a way to make this work."

Starlight sniffled and nodded before she pulled away and rubbed her eyes. "I know we will." She quickly dove in for another tight hug before she backed up towards the ship. "I-If I don't leave now, I never will." She backed onto the ramp. "I love you."

Chrysalis smiled. "I love you, too, Starlight."

Starlight smiled and quickly ran into the ship. Chrysalis turned to leave but stopped. She felt like something was off. Why hadn't the ship's engines turned on yet? Krystal had enough time to turn them on by now. Chrysalis turned back towards the ship and waited. After about a minute, she made her way up the ramp and onto the ship. She saw the familiar hallway and the cockpit at the end. She couldn't see Krystal. She whipped around to go run for help before something hit her on the back of the head, her whole world going black.

Chrysalis let out a groan and, before trying to open her eyes, she tried to move. She couldn't move her arms. It seemed there was rope tied around her. When she tried to use her magic to remove it, it didn't work. She let out another groan and opened her eyes. The world was blurry but she knew exactly where she was; the bridge of the Solar Cannon. A black metal boot came down in front of her with a loud thud. She looked up to see a cream-colored Mobian echidna wearing black armor, leaving only her head visible. The echidna was looking down at her.

"Shade! You weren't supposed to attack Starlight and Krystal!" Celestia yelled from the front of the ship.

"They're alive, aren't they?" Shade asked coldly before she looked over at the alicorn. "I had to remove them in order to get Chrysalis. As for my payment?"

Celestia crossed her arms, but nodded. "You'll get it. Just... leave us for now."

Shade narrowed her eyes. "I will let you play with your prey." She then pointed threateningly at the princess. "But don't keep me waiting." She took one last look at Chrysalis before she walked out of the room.

Celestia sighed and rubbed her forehead. "That's what I get for doing business with Nocturnus."

"Celestia!" Chrysalis yelled. "What the hell is going on?! Are you crazy?"

"No, you irritating bug!" Celestia snapped. "Crazy, was letting you continue on for this long. We should've killed you long ago!"

Chrysalis gasped. "You bitch! I never wanted you dead!"

"Don't lie to me! You sucked the life out of everyone you fucked, leaving nothing left! You say that wasn't on purpose?!"

"We were hungry! Starving!"

Celestia scoffed. "Excuses. That's all I hear. Did you also rope my sister onto your side, along with everyone else?"

"Your sister?"

"Luna tried so hard to get me to stay back at the base. Said she wanted to go look for planets together. That part of your plan? To distract me while your new friends give birth to your spawn?!"

Chrysalis narrowed her eyes. "I never even spoke to your sister. I figured she hated me just as much as you do!"

"And, how did you manage to get Starlight on your side? After everything you did to us?"

"That, I can't explain. Even I was confused when she told me."

"Told you what? That she loves you?" Celestia groaned. "I refuse to worry about that. Because I plan on putting an end to all this foolishness."

"It's foolish to love?"

"IT'S FOOLISH TO LOVE YOU!" Celestia shouted. Chrysalis went wide-eyed and tried to hold back tears. "All I have to do is remove you from the equation and everything will go back to normal."

"What about Ruby, her friends, Krystal, Sally, and Jenny?! Everyone will be against you if you go through with this!"

"They'll get over it," Celestia replied coldly.

"Even if you kill me?! You think they'll just ignore that?! What about Luna? She might hate me but does she want me dead, too?!"

An evil smirk spread across Celestia's face. "Kill you? Oh, my stupid insect... I have no plans on killing you. If I simply kill you, you'll never learn. I plan on teaching you a lesson. Should you refuse to learn afterwards... then I'll kill you."

"A lesson?"

Celestia sighed in annoyance. "Look around. You know where we are! Even I don't believe you're that stupid! So stop insulting your intelligence!"

Chrysalis thought for a moment before she struggled to look out the window. Her heart stopped and her eyes went so wide they felt like they would pop out of their socket. In front of the large battleship was Equestria. "No, you bitch!"

"I warned you what would happen."

"They were already pregnant!"

"Then I was the fool for not acting sooner."

"How can you be so cold?! Those are my... my children!" She yelled, tears filling her eyes. "Starlight's children! How do you think she'll react when she hears you killed her children?!"

"Those bugs will only ever be your children, despite who pushed them into existence. Now charge the cannon!"

The silver mare at the firing controls slowly reached out and pushed a lever into the upright position. "W-Weapon's, uh... charging, ma'am!"

"Thank you, Silver."

"This is insane!" Chrysalis yelled. "You're insane!" She grunted frantically as she tried to free herself.

"Oh, don't bother struggling. Shade tied those ropes herself. And there's a ring on your horn to prevent you from using magic."

"NO!!!" Chrysalis screamed.

Silver eyed the changeling before looking at the readout. "Weapon's at... f-fifty percent."

The princess eyed her, noticing the mare's apprehension. "Thank you, Silver."

Chrysalis just lay there and cried. "Please, don't."

"Believe me, I didn't want this. But you left me no choice." Knowing that begging was pointless, Chrysalis gave up and just sobbed. Celestia turned from her to Silver, the mare giving her a nod. "Good. Fire."

Silver looked around the room at the rest of the crew, all eyes on her. She then looked over at Chrysalis. Celestia slowly made her way over to her, the silver mare returning her attention to the lever. When Celestia placed her hand on the mare's shoulder, Silver flinched.

"I-I'm sorry! I-I can't!"

Chrysalis looked up at her with a faint glimmer of hope. Celestia tilted her head. "You don't have to be afraid of me, Silver. If you can't do it, stand aside."

Silver sniffled and got up, quickly backing away. "I-I can't!"

Celestia nodded. "I understand." She then grabbed the lever and pulled it.

Chrysalis went wide-eyed as the cannon fired upon the planet. "NO!!!" She screamed. "I'LL FUCKING KILL YOU!!!"

Silver sobbed, too, and ran out of the room, repeating I'm sorry over and over again. Celestia stared out the window as the green began to disappear from the planet, a sickening smile spreading across her face.

Author's Note

FUN FACTS:
1. This episode was originally called Devastation but I didn't wanna give anything away AND its main focus was the birthing.
2. Chapter XXIV was originally called Preemptive Strike but, as stated previously, I didn't wanna spoil anything.
3. Shade was added last minute as a way to make Celestia aware and to get Chrysalis aboard her ship.

VI - Finale, Part 1: Revelation

~~~
XXV. First Meeting
~~~

Krystal opened her eyes and gasped. She quickly sat up to find she was on her ship. She held her head with a groan and stumbled over to the cockpit. She looked out to see nothing but space. She checked the comms and sighed with relief when it crackled to like. She quickly made a video call to Ruby.

“Yello?” Ruby asked, before looking at the screen. “Krystal? Where you been? Sightseeing?”

“Uh, something hit me on the back of the head. Next thing I knew, I’m… here. Wherever here is. Have you seen Starlight?”

“Wasn’t she with you?”

“Supposed to be. But she isn’t here. I-I don’t know what happened. I’m really worried.”

Luna stood in the hangar, hoping her sister wasn’t where she thought she was. To be sure, she made her way to a shiny dark blue cruiser and took off. She knew the Senate was trying to recruit others for a while and the closest powerful faction was the Nocturnus Clan run by Shade.

“Please don’t be with Chrysalis,” She muttered to herself.

She soon arrived at Shade’s large battleship. After docking, she was greeted by an echidna guard wearing full body black armor. He let out a sigh and began walking, motioning for the alicorn to follow. He brought Luna up to the bridge where Shade was standing by the large front window.

“I was wondering if you’d show up,” Shade said, without looking.

“Did my sister come to you about Chrysalis?” Luna asked, fearing the worst.

The cream echidna kept looking out at the stars. “You’re too late to stop her. The weapon has been fired. Your home is gone.”

Luna gasped. “She fired it?!”

“And she wanted Chrysalis to bear witness. Honestly, I wasn’t sure about you ponies. But that’s pretty dark. I may consider joining you, after all.”

“That isn’t how we’re supposed to do things.”

“Hmm. Shame. Also, when you see your sister again… Tell her I want extra. I had to wait eleven days for the right moment to strike. That’s time I could’ve spent doing something productive.”

Luna’s eyes narrowed before she turned and stormed off.

Back on her ship, Luna let out a scream of anger. Leaning back in her seat, she covered her face and breathed heavily. When she had finally calmed down, she made a video call to Ruby.

“Yell…” Ruby began. “Luna? It’s a day for calls.”

“Huh?”

“Krystal called earlier.”

“I, uh… I take it your team, along with Krystal and Starlight… went to Equestria with Chrysalis to… give birth?”

Ruby went wide-eyed. “Um, uh… I don’t, uh…”

“Ruby!” Luna yelled, tears in her eyes. “I won’t be mad. I just need to know.”

Ruby sighed. “Alright, you caught us. Just don’t tell Celestia!” She pleaded. “Please! I-I really wanna meet my trio of changeling children. A-And if she finds out, we think she’ll attack, or something!” The whole time Ruby spoke, Luna felt more tears fill her eyes as she covered her mouth with both hands. “Uh… Princess?”

Luna sniffled and wiped her eyes. “She already has, Ruby,” she said through tears.

Ruby’s eyes went wide as she let out a soft gasp. “Wh… What? B-But, how did she…”

“She went to Shade of the Nocturnus Clan. Paid her to spy.”

“But, that… Does that mean that… Our children?”

“I-I don’t know. But I’m on my way to have a word with my sister. You should tell the others.”

Ruby sniffled as she tried to keep her lip from trembling. “O-Okay…” Ruby started to cry just as she cut the call.

Luna sighed before she entered the coordinates for Equestria. “This has gone too far.”

Ruby entered her group's rec room and stopped. Yang stopped punching the punching bag and looked over at her. Weiss and Blake were both on the couch, reading. "Girls. S... S-Something bad happened," she said, starting to cry again.

Yang quickly walked over to her. "Ruby?" She asked worriedly. "What is it?"

Ruby pointed to the video phone on the wall. "Call Krystal. I-I only wanna s-say this... o-once."

Yang nodded and slowly backed up towards the wall. She then turned and called Krystal. “Hey, Krystal?”

“Yang. Heard anything about Starlight or Chrysalis?”

Yang kept quiet and stepped aside. Ruby then looked over at the video phone. “Ca-an you hear me?”

Krystal could tell something was terribly wrong, and slowly nodded. Ruby sniffled and let out a deep shuddered breath.

“Th-That Solar Cannon that C-Chrysalis told us about? C-Celestia used it. O-On Equestria.”

The group all went wide-eyed. “W…” Weiss started. “What about the eggs?”

Ruby shook her head. “I don’t know!” She blurted out. “But you remember what Chrysalis said, right? That weapon burns everything its light touches!”

“I can’t…” Blake’s cat ears dropped in sadness as she fell on her side on the couch. “If it feels this bad losing three… I can’t imagine what Chrysalis is going through.” Yang walked over to sit beside her and gently rub the side of her head.

Krystal suddenly gasped. “Wait, if Celestia fired upon the planet… Where is Chrysalis?”

Luna arrived in the space near her home world. Sure enough, close by was the large Solar Cannon and the once-green planet was now brown. Luna scowled as she approached the ship. She docked with it and boarded it immediately. She was greeted by two royal guards who, obviously, let her through.

She made her way onto the bridge where Celestia sat in the commander’s chair, looking out at space. “What the hell were you thinking?!” Luna yelled. “I could tell Chrysalis was getting to you, but genocide?!”

“Sister,” Celestia said calmly before she turned her chair around to face her guest. “I have finally freed us from the changeling menace. This is a cause for celebration!”

“This is not! Do you realize what you have done?!”

“Freed us from the changelings?”

“No! Everyone liked her and now they’re all going to hate you! Especially Ruby, her friends, and Krystal! Plus, now that Chrysalis has nothing left to lose, who knows what she’ll do now? But above all, you committed an undeclared… act of war!”

Applejack was watching a sweaty yellow mare with short red hair, and wearing a mechanic outfit, working on her small cruiser. Out of the corner of her eye, she saw Krystal pacing back and forth, looking nervous. AJ left her ship and walked over to the blue fox. "Krystal? You good?"

"Applejack?" Krystal asked, coming to a dead stop and turning to face the mare. "Have you heard from Celestia? Or Luna?"

"The princesses? What about 'em?"

"Well... Celestia found out that myself, Starlight, and Ruby and her team willingly gave birth to Chrysalis' children and then she torched the planet. Your home planet."

AJ went wide-eyed. "She torched Equestria?"

"I-I think everyone's dead down there..." Krystal stammered as she began to tear up. "I-Including my own children. I-I just... I wanna know what's going on. Should I go there? Should I wait here? Luna said she was headed to talk to Celestia, but I don't know if I can wait."

AJ put a hand on her shoulder. "Did Luna sound... angry?" Krystal nodded. "Then wait here. In my experience, if those two fight... it could get messy. You do not wanna get caught up in that."

Krystal pouted as her eyes watered more. Applejack sighed and pulled her into a hug.

Celestia sat down in the captain's chair and crossed her legs. "Luna. Sister. You know as well as I how completely untrustworthy that bug is. Sure, she'll talk nice... compliment you... make you feel beautiful... and then turn on you just like that!" She yelled, emphasizing with a snap of her fingers. "We were fools to trust her once and we'd be even bigger fools to do it again!"

Luna crossed her arms. "What if this time's different?"

Celestia scoffed. "Different? My poor, naïve, little sister," she cooed, getting an angry look for the blue alicorn. "What if she's lying again?"

Applejack entered her and her friends' rec room to see Twilight reading a science book, Rainbow Dash running on a treadmill, Pinkamena resting her upper half on the kitchen countertop while she waited for something to cook, Rarity flipping through a fashion magazine, and Fluttershy drinking a beer in the corner wearing black lipstick, black eyeliner, with a black crop top, long black skirt with black leggings and black elbow-length fingerless gloves.

"Girls," AJ announced, getting Twilight's, Rainbow's, and Rarity's attention. "Celestia has... torched our home planet. Killed all the changelings."

"Oh, dear," Rarity muttered. "I know we were at war with them but... that's a little extreme."

Rainbow sighed as she kept jogging. "Those changelings were nothing but pests. If Celestia wiped them all out, I'm sure she had her reasons."

Twilight scoffed. "I know they did some horrible things to us but..."

"They raped us," Fluttershy said plainly before she took another swig of beer.

"Yes," Twilight agreed. "But they're still a species. What Celestia did was... nothing sort of genocide."

Pinkamena chuckled. "Are you speaking out against her, Twilight? I thought you idolized her."

"I did, but... this is too far."

"Too far?" Fluttershy asked, before scoffing. "What's too far for a changeling?"

"So, we're supposed to be just like them?" Twilight asked. "I can't believe Celestia would do this."

"I can," Pinkamena said as she went over to the oven and knelt down. "They did something horrible. She didn't want it happening again."

"What about Chrysalis?" Fluttershy asked. "Did she survive?"

AJ shrugged. "Krystal didn't say."

"If I were to torch the planet, I'd make her watch," Pinkie said as she stood back up. "Five more minutes."

"Pinkie, that's horrible!" Twilight scolded.

"What? I didn't say I wanted to do it. But if I wanted her to suffer, I'd make her watch."

Fluttershy eyed her empty bottle. "Then she's probably still with Celestia. And if she's alive, she can always make more."

Twilight looked over at her. "Flutters. You can't tell me you're okay with this."

The yellow pegasus left the corner and made her way over to the recycle bin, tossing her bottle in. "Honestly? I'm not sure."

Luna sighed and looked at the door to the bridge. "Where is Chrysalis?"

Celestia eyed her. "There's cells down below meant to hold intruders or those we should interrogate. I put her in one of them."

"You are going to... starve her?"

"Just holding her, sister."

"You know how she feeds. You could give her food but she would have no energy. She would essentially become a living corpse. Killing her would be preferable."

Celestia exhaled. "What would you have me do? Send someone down there so she can rape them? Besides, the weaker she gets the less magic she'll have. The less danger she'll pose."

"This is madness, sister. You have to let her go."

"If I do, do you really not think she'll attempt to kill me? There's no outcome where she just walks out of here and you know it."

"And whose fault is that?!" Celestia stayed silent, making Luna sigh in frustration. "I have to leave. You do what you want to do. Just leave me out of this."

Celestia watched her walk off before she looked out the large front window at her old home. "If only..." she said softly.

20 Years Ago
2003

Celestia paced back and forth in the large dining hall as Luna walked up to her. “Sister, be patient,” Luna said with a smile. “Cadance will make it.”

“I know. But… I always look forward to her visits, since we don’t get to see much of each other anymore.”

“Being the sole ruler of an empire can take a lot out of someone.”

“Very true. And I hope she finds a prince soon. After all, she wasn’t as lucky to be born with an amazing sister,” she added with a smile.

“Oh, stop,” Luna scoffed playfully. “If I recall, I made some mistakes in the past, and you were there for me. You are the amazing one.”

Suddenly, a royal guard ran into the room and over to the princesses. “Your Highnesses. The queen of the changelings would like a word with you.”

Both went wide-eyed. “The changeling queen?” Luna asked. “Here? In the kingdom?”

“Where is she?” Celestia asked.

“At the front gates,” the guard replied. “She’s being watched, but it doesn’t seem like she intends to fight.”

Celestia and Luna thought for a moment before Luna eyed her sister. “If she wanted to sneak in, she probably could have.”

Celestia nodded. “Bring her here.”

The guard nodded and quickly ran off. Luna watched him leave before she looked at the white alicorn. “What if Cadance shows up during the queen’s visit?”

Celestia sighed and walked over to her chair, tightly gripping the back. “Well… if she’s here for diplomacy… we could just let her stay for dinner.”

“What if it’s a trap?”

“I don’t think it is. But, the queen before her was pretty cunning. Just keep an eye on her.”

Luna nodded. A few minutes later, the doors opened as two royal guards stepped in. They then stepped aside as Chrysalis entered the room.

“Celestia. Luna. Thank you for seeing me.”

Celestia turned to face her. “Chrysalis. I do hope this is to discuss peace between us and the changelings. After all, we knew your mother, and… Well, she wasn’t the easiest to get along with.”

Chrysalis smiled. “Glad to see we’re on the same page. By now, I’m sure you are aware that we feed off positive emotions like love.”

“Of course.”

Chrysalis nodded. “Well, it’s hard to get love when everyone runs away from you. And if you aren’t welcome in towns and cities.”

“After what everyone has been through,” Luna began. “It will be hard to convince our subjects to suddenly allow changelings into their lives.”

“Agreed,” Celestia said. “However, I’m sure they would eventually warm up to the idea.”

The queen smiled. “That’s why I’m here. I was wondering, if it’s alright with you… if I could hang out around here? Get everyone to get used to seeing a changeling around?”

Luna looked at Celestia, who smiled. “We have a few guest rooms around the castle. I’m sure we could set you up in one.”

“That would be lovely, thank you.”

The white alicorn looked at the two guards. “Please find her a room, and treat her like one of us. And this should be assumed but spread the word to the guards not attack one of her changelings on sight.”

The guards nodded. “Yes, ma’am.”

Chrysalis smiled and gave a nod before she turned to head towards the guards.

“Oh, Chrysalis?” Celestia said, making their guest stop and turn around to look at her. “We’re having dinner with our niece whenever she should arrive. You’re welcome to join us.”

“I might do that,” Chrysalis said, before she left with the guards.

“Is this wise?” Luna asked.

Celestia crossed her arms. "If this can bring peace, we need to take it. If it is a trap, we'll be ready."

Luna nodded. "If you think this is the best course of action, I will do whatever I can to make this arrangement work."

"Much appreciated, sister."

Chrysalis was brought to an empty guest room and thanked the guard before she entered. She could feel the stallion watching her, so she used her magic to close the door instead of turning and using her hand. She let out a sigh and walked over to the bed and dropped down, feeling the sheets before she rested on her back.

“Fools,” she muttered with a smirk. “They’re making this soooo easy.” Her smile soon faded. “Still… I could get used to this.” She then turned her head to look out the window at the sky. “I miss you, mother. This one’s for you.”

Celestia and Luna were seated at the table when Cadance entered wearing a regal cyan dress. “Sorry I’m late,” Cadance said quickly as she walked over to the two sisters. “Small issue at the Empire regarding who would watch it for me while I was away, but it’s fine now. I’m here now.”

She took her seat across from Celestia. “So, anything interesting happen while I was away?” She asked, before noticing a fourth plate set up next to her.

Celestia smiled. “We have a visitor. One I think you’ll find rather interesting.”

“Who?” Cadance asked.

“In a moment. I told the guard to invite her to dinner once you arrived. She should be here shortly.”

“Well now I am intrigued.”

The doors suddenly opened as Chrysalis entered the room. Cadance looked over and went wide-eyed Bernie she looked at Celestia. Celestia could tell what she was thinking and shook her head. The changeling walked over and took her seat next to Cadance and across from Luna. Immediately, Chrysalis looked at Cadance and just stared at her. The pink alicorn eyed the other two alicorns as the changeling slowly leaned in closer.

“What’s she doing?” Cadance asked.

“This one’s interesting,” Chrysalis said as her eyes turned completely black. “There’s something different about you.”

“Oh,” Celestia said with a soft chuckle. “Changelings are attracted to positive emotion. And, Cadance?”

“Hmm?” The pink alicorn asked. “Oh! My love magic?”

“Princess of Love?” Chrysalis asked. “Very Interesting.” Her eyes then returned to normal. “I bet we could make some long-lasting memories together.”

Cadance blushed hard. “That’s… inappropriate.”

“I’m a changeling, my dear. Sex is my life. It’s all I think about. In fact, right now I’ve already come up with a few things I could to everyone in this room.” She then eyed the royal guards by the doors. “Them, too.”

Celestia eyed the guards before looking at their guest. “Being a changeling, must you change your whole appearance? Or could you change… I don’t know… your…”

Luna and Cadance looked confused but Chrysalis smirked. “My tit size?”

Luna gasped. “Sister, are you…”

“That, or…” Celestia continued. “Your hips? I’m just curious if you can change parts of your body without having to fully change your appearance.”

Chrysalis nodded. “I can. And I could give you a private demonstration, if you’d like.”

Celestia blushed while Luna spoke up. “Okay, that’s…”

“Jealous?” Chrysalis asked her. “I could share some time for you, as well.” Luna leaned back in her chair and crossed her arms. “But as a gesture of good faith… allow me to share a flaw in our magic.”

“Flaw?” Asked Cadance.

“Yes. See, a changeling can imitate any living creature down to the minute detail. But,” She continued as she turned to the pink alicorn. “Lets say Cadance, here, had a tattoo of a heart… on the lower side of her left breast.” She then shrugged. “I wouldn’t be able to see it, or know it’s there. So if I turned into her, all you’d have to do…”

“Is look at your breasts,” Celestia finished, before blushing when she realized what she said.

Chrysalis smiled. “Same goes for artificial limbs.”

"May we eat, already?" Luna asked, getting impatient and annoyed.

Chrysalis looked at her with a wide smile. "Alright, moody. We can eat. But I will break through your... rough exterior. And when that happens, we'll be much closer."

Luna scoffed as Celestia looked at one of the guards. "Let them know we're ready, please?"

"Right away," the guard said as he walked off to the kitchen.

"Oh, Chrysalis," Celestia said with a smile. "Before I forget, the Grand Galloping Gala is in a month and I would be honored if the changeling queen could attend."

The changeling queen smiled. "Sounds like fun."

"And, Cadance? You'll be spending the night?"

"Yes, I don't plan on heading all the way back tonight."

"Then the guest room across from Chrysalis should do."

"Oh," Cadance said with a light blush as the changeling smirked.

After dinner, the princesses headed to their royal chambers while Chrysalis and Cadance made their way to their own rooms. The whole walk was silent, but that silence ended when Chrysalis put her hand on the doorknob.

"I'll leave this unlocked," she said as she looked over her shoulder. Cadance stopped and looked back at her. "Just in case you want to make some special memories you'll never forget."

Cadance stayed silent while Chrysalis entered her room and closed the door. Cadance opened her own door and stepped into her room. She soon stopped and held her hands together. She then gently cupped her chest and sighed. Turning around, she looked at Chrysalis' door. With a deep sigh, she walked over and placed her hand on the doorknob. She was about to back away when a question entered her mind. Wanting an answer, she turned the knob and pushed the door open. Chrysalis was standing a few feet away, facing the door and arms crossed.

"That didn't take long," Chrysalis cooed.

Cadance stepped inside. "I thought changelings drained the energy from their mates by absorbing all their love."

"Positive emotions," Chrysalis corrected. "But love is the most potent. Even more so when taken with sex. And much more so when willingly given. If you choose to have sex with me," she explained as she held out her hand. "you will be fine."

Cadance hesitated but ended up moving forward. When she reached out and took Chrysalis' hand, the changeling used her magic to close the door. Cadance let out a gasp when the changeling pulled her up against her. Chrysalis leaned in and began to kiss the alicorn's neck. Cadance tilted her head back and closed her eyes with a soft moan.

Chrysalis then slowly moved around her, her hands moving to grip the princess' D-cups. "Such a luscious body you have," Chrysalis cooed as she summoned her cock. She then rubbed the bulge against the alicorn's butt while continuing to kiss her neck and fondle her tits.

Cadance slowly opened her eyes. With a deep exhale, she pulled away from the queen and turned to face her. With a huge blush and bedroom eyes, the pink mare began to remove her shoulder straps. She then pulled her dress down over her tits and let the dress fall to the floor. She then turned around and bent over before she pulled down her panties. Chrysalis smiled and stepped up to her, taking a firm hold of her butt cheeks. Cadance gasped cutely and smiled as she stepped out of her panties. She then bumped Chrysalis' bulge with her butt.

"Oh, you want it," Chrysalis cooed as she used her magic to lift her own dress off her body and over to a nearby chair. She then forcefully moved the alicorn over to the bed so she was bent over the sheets before Chrysalis slapped her cock on the mare's ass.

"Wait," Cadance gasped. "Will this get me pregnant?"

Chrysalis chuckled. "Not this spell. I'm using your perverted unicorn spell."

"The partial-gender-change spell?"

"Yes. I figured you had enough to deal with than to have to worry about changeling babies." She then gripped her cock and rubbed the tip against Cadance's pussy.

"How very thoughtful of you."

Chrysalis smiled and pushed her cock inside, making both moan out in pleasure. She then began to slam her hips against the princess', splashing pussy juice all over their thighs. Chrysalis' tits bounced with each hard thrust while Cadance's breasts pressed against the bed sheets. The pink mare gripped the sheets and drooled while she moaned out. Chrysalis smiled and exhaled sharply.

"Damn, your pussy is amazing, I can't wait to drain my balls inside you."

Cadance buried her face in the sheets as she squealed loudly and came hard. Chrysalis felt the splash of female juice on her sack before she gave a few mor hard thrusts. Cadance then felt warm cum shoot deep inside her, making her moan out. Chrysalis sighed heavily and tilted her head back as her balls began to feel lighter and lighter. When she slid her long cock out, cum poured out the gaping hole. Cadance collapsed, panting heavily.

"Done, already?" Chrysalis asked, her body covered in sweat but still clearly full of energy. "I thought you'd like to pound my royal pussy."

Cadance propped herself up on her right arm and looked over her shoulder. “I’d love to.”

“Then whip your dick out. And would you prefer I ride you? Or would you like me to bend over?”

“Um… Both?”

Chrysalis chuckled. “What a fun one you are.”

Cadance smiled and used her magic to grow a pink horsecock, complete with balls. Chrysalis reached down to cup the sack and fondle the nuts. The pink alicorn let out soft moans and slowly waved her ass side to side. Suddenly, she stood up. “On your back, if you would.”

Chrysalis smirked. “Back, huh?”’ She asked as she laid down on her back with her legs over the edge and spread wide open.

“I want to see your face,” Cadance cooed, before she gripped Chrysalis’ rod with her left hand and her own with her right. After she pushed her long cock all the way inside, both moaned out and the pink mare began to strike the changeling dick with both hands.

“You… seem… to… real… ly… like… my… cock.”

Cadance breathed heavily as she pounded away and hugged the green cock against her chest. Gripping her own tits, she gave the queen a boob job while she fucked her. Chrysalis moaned out as both her pussy and rod were getting stimulated by the princess of love's luscious body. Cadance then tilted her head forward and looked down at the dick while she rubbed it with her breasts. Meanwhile, her balls kept slapping Chrysalis' damp thighs.

"Holy shit," Chrysalis moaned out as she bit one of her knuckles.

"Too much for the sex queen?" Cadance asked teasingly.

Chrysalis gripped the bed sheets with both hands and moaned loudly. "You're just... really good at this... Keep it up and... I'll shower you with cum... in no time."

Cadance smiled. "Don't hold back," she cooed, squeezing the cock with her tits before she sped up her thrusts.

Chrysalis moaned more and more before she arched her back and came hard. "Fuck!" She moaned out, cum bursting from her cock. The semen shot up and splattered in the princess' face while some rained down on her head, hair, and chest. The sensation of the warm jizz on her skin made the princess ram hard into the changeling and came from both her cock and pussy. The changeling moaned as she felt her womb fill up with semen, wishing it had been actual semen.

Cadance exhaled with her eyes closed, feeling cum drip from her hair, running down her face, and pooling on her tits. "Wo-ow."

Chrysalis sat up and buried her face in the princess' tits, licking up the cum. Cadance moaned more and hugged the queen's head against her body. "On your back," the changeling cooed. "Then I can ride your amazing cock."

Cadance nodded and stepped back from Chrysalis, her cock sliding free while strings of cum connected her chest to Chrysalis' face. She then moved around and crawled onto the bed, resting on her back. Chrysalis then crawled atop her, face smeared with semen, before she inserted the pink cock in her green pussy. She then bounced up and down while her tits jiggled. Cadance moaned and reached up to grip the large breasts while the green cock slapped her own chest.

Chrysalis smiled as she let out soft grunts, feeling the princess' fingers squeezing her boobs. "You like those?"

"Mmm."

Chrysalis then leaned forward so her tits dangled near Cadance's face. She then placed her hands on the bed by the princess' shoulders while she slammed her hips down harder. The princess moaned as she squeezed the dangling breasts together and latched her lips onto both nipples.

The queen kept riding until the princess let go of her nipples. "I'm gonna..." Cadance began, before she came hard.

Chrysalis sat upright as she felt the cum enter her once more. She then gripped her own cock and jerked it quickly to make herself cum. As Cadance came, Chrysalis' own cock started to shoot out jizz. Chrysalis' face was splashed with her semen while a lot also landed on her large tits. Both moaned and rode their orgasms before Chrysalis let out a deep sigh, both their rods no longer firing.

Cum dripped from Chrysalis' face and tits while a bit leaked out of her pussy. Cadance panted heavily with her arms resting at her side. The changeling placed her hands on the princess' belly and slowly ran her hands up to the pink breasts covered in cum. She then slid off of the pink cock before it landed on the pink mare's body. Chrysalis then laid her body atop Cadance's, their rods rubbing while their sticky breasts squished together. As Chrysalis looked down into Cadance's eyes, the princess felt cum drip onto her face.

Chrysalis then leaned in so the pink mare could feel her breath on her mouth. "There's so many more things we could do together."

"I know," Cadance cooed, reaching around to rub the queen's back. "But I have to head back in the morning."

"Could we... keep going?"

Cadance smiled. "I guess we could keep going."

Chrysalis smiled and leaned in to lick cum off her cheek. "Mmm... Good..."

The two spent the rest of the night performing various sexual acts on each other, ranging from ball sucking, to anal licking, to tongue play where Cadance sucked on Chrysalis' tongue as if it were a dick, and breast worship, ass worship, and finishing up with a round of 69. Afterwards, they fell asleep together.

Early next morning, Chrysalis and Cadance woke up with a yawn, both lying naked on their backs together. "Wow," Cadance moaned. "I feel... amazing."

"Same," Chrysalis said as Cadance sat up. "Shame you have to leave now." The pink alicorn stretched as she yawned. Chrysalis smiled and sat up, running her hands up the princess' sides. She then leaned in to kiss the mare's shoulder. "You know no one can worship you like I can," she cooed, moving her hands around to gently fondle the pink breasts. "The Queen of Love and the Princess of Love. We were made for each other."

Cadance chuckled. "Does sound nice. But even though we here in Canterlot know you've changed, it still may take everyone else to get on board with that idea. After all, changelings have been nothing but a plague on Equestria this entire time. I'm sure there are families out there that will never forgive your kind."

Chrysalis rested her chin on the mare's shoulder. "I am aware. But, we have eternity. I can wait for you."

Cadance smiled. "My kingdom can't wait for eternity. I am sorry. You will always be welcome in my bedchambers, though."

The queen chuckled softly and kissed the princess' neck. "Hmm... I'll keep my options open."

Cadance turned to kiss her on the lips before she got up from the bed and stretched. "This was really fun. Maybe I'll visit you, soon. There is that Gala coming up, after all."

"That, there is," Chrysalis cooed as she watched Cadance slip into her dress.

Once dressed, Cadance smiled at the queen before she slipped out of the room. Chrysalis laid back down with a sigh as she thought to herself. "Maybe..." Her smile then faded. "No, she'll never marry me. Maybe some stallion her subjects will approve of. Still... if I can't have her... there's always Celestia and Luna. But..." She then sighed and rolled over to bury her face in the pillow.

~~~
XXVI. Grand Galloping Gala
~~~

Celestia, Luna, and Cadance sat at a table in the ballroom as they watched everyone dance. "Think she'll show?" Cadance asked.

"Maybe," Luna said. "You're here."

"Did you two really..." Celestia began to ask.

Cadance blushed and nodded. "Yes, it was... amazing. We had sex all night long. For hours."

Celestia blushed now. "Wow..."

Luna rolled her eyes before she looked at the entrance to the room. "Well well well. She did show."

Celestia and Cadance both looked over to see the changeling enter the room, everyone stopping to look at her. The queen was wearing an elegant backless red dress with a red rose in her hair. She eyed the crowd before her eyes fell on the trio of princesses sitting at a table. She smiled and made her way over, all the while being watched. A few resumed their dancing and, when the others noticed where she was headed, the rest resumed soon after.

Chrysalis sat down at the table between Celestia and Cadance with Luna being across from her. “I feel like the center of attention.”

“You are a changeling,” Luna pointed out.

“Changeling queen, dear sister,” Celestia corrected. “Even though she isn’t part of our kingdom, doesn’t mean she isn’t still royalty.”

“Don’t be so hard on her,” Chrysalis cooed as she interlocked her fingers and rested her chin on her hands. “After all, if I had killed her mother… I probably wouldn’t trust her, either.”

Luna gasped softly. “That is not…”

“Relax,” Chrysalis cooed, interrupting her. “I’m not here for revenge. Believe me, if I was going to take action, I would’ve done it by now. But it’s been a month since you allowed me a room at this amazing castle…” She then held out her hand for a shake. “…so how about we… bury the hatchet?”

Luna hesitated, but did eventually reach out and shake the queen’s hand. “Oh, my,” Chrysalis commented as she held the princess’ hand a little tighter, her thumb rubbing the back of the hand. “You have such smooth skin.”

Luna blushed and looked around sheepishly. “I, uh… use lotion. We all have our favorite method of keeping our skin presentable.”

“I can tell.” Chrysalis then lifted the hand to her face and sniffed. “Lavender?”

“I find its scent calming.”

“I noticed lavenders around the castle. That you?”

Luna stopped paying attention to the fact that Chrysalis still held her hand as she was too focused on what Chrysalis was saying. “Yes. It helps with peaceful dreams.”

“Does it work?”

“Have you had any nightmares?”

“My kind have been hunted for centuries. All I’ve ever had are nightmares.”

“Oh, I am s…”

“Until I came here.”

Luna closed her mouth and looked down at her hand. “I am… glad I could help.” She then looked up again. “I noticed that… whenever I Dream Walk… I don’t see you.”

“Probably the Hive Mind,” Chrysalis explained. “Changelings are connected telepathically, allowing us to know who’s who and what each other is feeling. They can also serve as portable cameras for me to spy with. So, there’s probably not a whole lotta space up there for you, too.”

“That… makes sense.”

Chrysalis smiled and looked at Celestia. “Care for a dance, princess?”

Celestia let out a soft giggle. “Oh, I suppose so.”

Chrysalis smiled and stood up, holding out her hand. Celestia took it and stood up, too. As they turned to walk away, Chrysalis gave Cadance’s shoulder a rub. “You both look beautiful tonight, by the way.”

Cadance smiled while Luna blushed. “You, too,” the pink mare replied.

Nearby, Applejack was getting some cider from the drink table as Twilight walked up, both wearing formal dresses that matched their color palette. Applejack even had her hair down and was wearing fancy shoes. She glanced over at Celestia and Chrysalis.

“Think she’s really legit?” AJ asked.

Twilight looked over at them. “Seems that way. The princesses seem to trust her.”

“You’ve read more history books than anyone I know. Ever read up on changelings?”

“Everything we know about them, yes.”

“Think Chrysalis could be faking?”

Twilight let out a sigh. “Deceit is part of a changeling’s arsenal, so it’s possible. Definitely. But I’d like to believe this is real.”

“Same,” AJ said. “But I’ll be ready if she attacks.”

Twilight walked up to her and put a hand on her shoulder. “Relax and enjoy the night, AJ. Now, drink. I wanna get back to dancing," Twilight said as she emphasized her need for dance by shaking her hips side to side.

AJ chuckled and chugged her cup of cider before putting her hand around the mare's waist. "Come on, then."

Chrysalis held Celestia's hips while the princess placed her hands on the changeling's shoulders. "You also look rather stunning," Chrysalis cooed.

Celestia smiled. "Same goes for you. I love your dress."

"A fan of backless dresses?"

"I have to be. With my wings, and all. Must be nice to be able to hide them," Celestia said as she moved her right hand behind the queen to feel her bare back. "Wings constantly get in the way."

Chrysalis leaned in so their cheeks touched. "I think... wings are pretty. I can just imagine you... riding me... and as we both ride the waves of our orgasms... you stretch out your wings and arch your back... So beautiful."

Celestia let out a shuddered breath. "Wow, um... Wow."

"Not used to being talked to this way?"

Celestia chuckled under her breath. "Um, no. Everyone's usually so formal. For obvious reasons."

"Do you like it when I talk this way?"

The princess smiled and wrapped her arms around the queen's waist. "Maybe."

Chrysalis smirked. "I bet... with all the Your Highnesses and the Yes, ma'ams... you're just dying for someone to say something like... I want to suck on those big tits of yours. Or maybe you'd like to... run your hands all over my body." She then chuckled and pulled back to look the princess in the eyes. "I also wouldn't mind sucking your balls. You do know that spell, yes?"

Celestia was just staring at her. "Um... Uh... Yes." She then bit her lip.

"Don't tell me all that talk has gotten you moist between the legs." The princess blushed. "Maybe we should go sit down?"

Celestia nodded. "Yes, that'd... be great."

Chrysalis took her by the hand and began to lead her back to the table. "Everything I said? Totally on the table if you're up for it. Just come by my room tonight after the Gala."

Before Celestia could answer, they were back at the table, each one sitting down in their own seat. Celestia eyed the changeling queen and kept silent while Cadance smirked, clearly knowing something happened on the dance floor. Luna seemed to know something was up but couldn't figure it out. She did feel left out, though.

After the Gala, Chrysalis said good night to the princesses and headed back to her room. She made her way over to the bed and sat down. After about a couple minutes, there was a knock on her door. Smiling, she got up and walked over to open the door. Standing there was Cadance.

"Oh, I was expecting Celestia," Chrysalis cooed. "But I have time for you, too."

Cadance smiled and stepped up to her. "A quickie is fine with me. Now, whip it out."

Chrysalis pulled her into the room, before Cadance pinned her against the wall. Chrysalis summoned her cock as Cadance dropped to her knees. The queen then moaned as the princess lifted her green cock and kissed the ball sack. Chrysalis smiled and pulled Cadance's head closer so her face was buried in the sack. Once she felt the princess had enough, she gently leaned Cadance back and moved the tip of her cock to the mare's mouth. Almost immediately, the pink alicorn opened her mouth and accepted the meat pole into her maw. Chrysalis then shoved it in more and caused the mare's throat to bulge as the pole slid its way down.

Chrysalis then let out moans and gasps as she kept thrusting over and over until she burst in the mare’s throat. Cadance could feel the warm cum shoot down her throat. When Cadance pulled off and let out a couple coughs, they heard a knock on the wall outside.

Chrysalis made her cock disappear and fixed her dress before she slipped out into the hallway. Standing there was Celestia. “Oh! Celestia. Hi.”

Cadance left the room, rubbing her throat a little. “Hey, Cel.”

Celestia blushed while Chrysalis looked at her. “Sore throat?” The queen asked.

Cadance nodded and, before Celestia could react, Chrysalis dove in to kiss her. The changeling’s tongue made its way down the mare’s throat and licked around for a little bit. Chrysalis then pulled back with a sigh.

“There. My saliva should help soothe your throat.”

Cadance stared at her before she felt her neck. “It’s already working. Thanks.”

Chrysalis gave her a smile before the pink alicorn disappeared into her own room. Celestia watched Cadance leave, too. When she looked back, Chrysalis was heading into her room. Celestia walked over to stand in the doorway. Inside, Chrysalis had stopped and looked over her shoulder.

“Care to help me out of this dress?” The changeling asked.

Celestia blushed but entered the room, closing and locking the door behind her. She then made her way up behind the queen and placed her hands on the queen’s shoulders. Celestia slid her hands over the shoulders, pulling the shoulder straps down before she pulled the dress down a little. The queen’s large black tits bounced free as the changeling let out a moan.

Celestia reached around to cup them while her own pressed against her partner’s back. Chrysalis used her magic to pull her dress down all the way. She then pulled away from Celestia and turned to face her while backing up towards the bed. Celestia smiled and slipped out of her own dress before approaching the bed, too.

Chrysalis rested on her back, head on the pillow, while Celestia crawled on top of her. They stared into each other’s eyes before Chrysalis smirked. “No, this isn’t what you want, is it?” She asked.

Before the white alicorn could respond, Chrysalis rolled them both over so she was on top, making the alicorn blush deeply. “This is more to your liking,” she cooed, before she moved lower and licked up Celestia’s cleavage, dragging her tongue all the way up to the mouth.

The two then kissed deeply as Celestia rubbed the queen’s back. Chrysalis smiled and broke the kiss before she kissed down the mare's chest to her breasts. She gripped the mounds and wrapped her lips around the right nipple. Celestia let out a moan as Chrysalis eyed her with a smirk. She gave the nipple a tug with her teeth before she let it snap back, making the mound jiggle. She then moved to the other nipple and sucked like an infant wanting milk.

When she pulled back, she licked up the princess’ chest and neck. “I can’t wait to devour you,” Chrysalis cooed sensually as she ran her hands up and down the mare’s body.

“I can’t wait to let you.”

Chrysalis chuckled and threw the princess to the bed. Celestia gasped but giggled when Chrysalis pounced atop her. The changeling leaned in and kissed her deeply as the princess’ hands rubbed her ass.

The next morning, Celestia entered the dining room to see Luna seated with her breakfast. Next to her was another plate for her sister and across from her on the other side was one more for their guest. Celestia took her seat beside her sister as the blue mare eyed her.

“You look… radiant, sister. Did you have a relaxing night?”

Celestia blushed and picked up her fork. “I don’t think it’s much a secret, is it?”

Luna shook her head. “She really that amazing in bed?”

“She’s incredible.”

Luna poked at her food with her fork. “I see.”

Celestia smiled. “I can share her with you.”

Luna blushed hard. “I, uh…”

“How’s this? She and I will get together tonight. And you can join us. If you want.”

“I-I will, uh… think about it.”

That night, Luna paced back and forth in front of Chrysalis’ room, her mind telling her two different things; go in and walk away. She let out a frustrated, muffled groan and held her head. Screw it, she thought. She took hold of the doorknob and turned it. When she opened the door, she blushed hard. Her sister and the changeling were naked and in bed together. They broke their kiss and looked over, saliva dripping from Chrysalis’ tongue.

“Decided to join us?” Chrysalis asked as she rubbed Celestia’s hip.

Luna stepped in and closed the door. “Possibly. I would like to just… observe, for now.”

“Oooo, a voyeur?” Chrysalis cooed teasingly.

“Not like that!” Luna snapped with a blush, telling she was more embarrassed than angry. “I need to work up to it.”

“Oh, we’ll get you in the mood,” Chrysalis chuckled as she levitated a chair over to the night princess. “Have a seat.”

Luna looked back and sat down before she returned her attention to the bed. Chrysalis smiled and slid down so her face was near the princess’ crotch. She stuck out her foot-long tongue and slowly slid it inside the royal pussy until their lips met. She then began to slurp loudly as she worked her tongue around.

Celestia gripped the bed sheets tightly and arched her back with moans of pleasure. Luna blushed hard as her eyes ran down her sister’s naked body to the changeling eating her out. She kept going until she stared at Chrysalis’ ass. She bit her lip as she felt wet between her legs.

When she went to roll up her dress, she saw Chrysalis eye her. Luna froze up for only a moment but kept going. She then slid her hand under her dress and started to rub her pussy. Her soft moans got the attention of Celestia, who looked over to watch her sister masturbate to her getting licked out.

Luna suddenly removed her shoulder straps with her left hand and pulled it down to expose her breasts. With a gasp, she gripped her right tit and squeezed it tightly. Chrysalis smiled and pulled her tongue out. She then sat up and slid two fingers inside the white vagina, rubbing around inside.

“I think someone’s ready to join us,” she cooed.

Celestia moaned and blushed even harder. Luna stopped rubbing herself, her body glistening with sweat. She then stood up and let her dress fall to the floor. With her slender body and C-cups exposed, she slowly made her way over to the bed. Chrysalis held out her hand with a smile. Luna hesitantly took it before she put her knees up on the bed. Chrysalis pulled her into her lap and grabbed her ass.

"Ready?" She asked.

Luna nodded. Chrysalis chuckled and gently pushed the night princess on top of Celestia. Luna gasped as her tits slapped her sisters before the royal siblings found themselves staring into each other's eyes. Chrysalis rubbed the blue mare's butt before giving it a light slap. Luna gasped as she and Celestia's face reddened. The changeling smirked and gave a harder slap before she started to rub the pussy. Luna closed her eyes and moaned while all Celestia could do was watch her sister's face.

"Let's get this party started," Chrysalis cooed as she summoned her cock. She noticed Celestia giving her a concerned look. "Don't worry. I won't impregnate you. This is a magical cock. Not my real one."

She then positioned herself behind the princesses and slid her cock between their pussies. She let out a moan when she felt their warm marehoods slide against her throbbing shaft. Both princesses moaned out as Luna placed her hands on her sister's shoulders. Celestia reached up to rest her hands on Luna's waist. Meanwhile, Chrysalis began to move her hips, making both sisters moan softly at the pleasure their nethers were receiving.

As the fun escalated from simple teasing to penetration, the rest of the night became a blur for the princesses. They remembered each being taken in the pussy and then getting a load of cum to the chest. They remembered Chrysalis licking them all over and even making them summon their own rods so she could service their balls. By the time it was over, they barely remembered walking back to their own rooms and collapsing on their own beds.

The next morning, Celestia joined her sister in the dining hall for breakfast. “Morning, sister,” she said with a beaming smile.

Luna eyed her as she drank her water. “You seem glowing. What changed?”

Celestia giggled and quickly took a seat next to her sister. “So… I was thinking… if it’s okay with you… I’d like to ask Chrysalis to marry me.”

Luna went wide-eyed and choked on her water. She set her glass down and wiped her mouth. “Seriously?”

Celestia nodded. “I was thinking all last night after the three of us parted ways. She’s immortal, like us, so it’s perfect. Plus, it’ll unite ponies and changelings.”

Luna sighed and leaned back in her chair. “Shining Armor and Cadance’s wedding is coming up. Can we wait till after?”

“Right. Yes,” Celestia said as she visibly relaxed. “The wedding.”

Luna gave her a light smile. “I am pleased to see you this happy, sister.”

Present Day
2023

Celestia stared out the front window of her Solar Cannon as she gently rubbed her ring finger with her thumb. She let out a shuddered breath as a single tear fell from her eye.

END of PART 1

VII - Finale, Part 2: Retribution

~~~
XXVII. The Wedding
~~~

Fluttershy left the rec room and made her way towards her bedroom as Twilight ran after her. The pegasus let out a deep sigh and stopped in front of her door. “What?”

Twilight stopped and took a single step forward. “I just… wanted to make sure you’re okay.”

“Okay?” Fluttershy asked. “How so?”

“Just… this whole situation is horrible. What Celestia did. What happened to Starlight’s kids.”

“Changeling kids. Daughters of a rapist. Rainbow and Pinkie can see that.”

“I know,” Twilight muttered. “That event changed everything for the worse. I’m sorry it happened to you.”

Fluttershy hesitated before she opened her door. “Not your fault, Twilight,” she said as she immediately closed and locked her door.

Twilight let out a sigh and headed to her own room. Fluttershy leaned back against her door with a heavy sigh as her eyes fell on the bed. She then left her door and undressed. Once fully nude, she laid on her bed and gripped her cock. She then closed her eyes and started to slowly jerk off.

20 Years Ago
2003

Shining armor was getting ready for bed when Cadance entered the room with a smile. "Hey, future husband."

The stallion gave her a smile. "Hey. Ready for bed?"

The pink alicorn smirked and slowly made her way over to the bed. "Actually... I was thinking... how about one more wild round of sex before we make it official?"

Shining chuckled as his future bride held his shoulders and leaned in. "Alright," he said, before they kissed.

Cadance moaned into the kiss before they hugged. Shining Armor nuzzled her neck as she grinned, her eyes flashing green.

Twilight and her friends watched Shining Armor take his place at the front of the room, dressed in a nice suit and waiting for his bride. Fluttershy took her seat with the others as the wedding began. When Cadance entered in a beautiful wedding dress, she smiled at the stallion. Fluttershy smiled, too, as she watched the two lovebirds getting closer and closer to having their dreams come true. Shining waited for his bride to stand next to him before he turned to face her. The room was quiet as the mare smiled.

"I've never been so excited," she whispered."

Shining smirked. "Me, neither," he said, before he looked around the room. "I think this has gone on long enough," he added as he snapped his fingers.

In various flashes of green, the royal guards in the room all changed into changelings. Celestia and Luna went wide-eyed and looked around as Cadance looked at her fiancé in horror. The stallion smirked at her before he changed into Chrysalis. The changelings began to round up the ponies in the crowd as Celestia stepped forward.

"Chrysalis! What is the meaning of this?!" She yelled.

The changeling queen scoffed. "I know we all had fun together, but I was never willing to share. I want it all for myself and my children." She then looked at Cadance, who had a look of fright on her face. "Oh, don't worry. Your boy toy is safe. For now. So long as you're willing to behave."

"But..." Celestia began, looking hurt. "I thought..."

"Don't get me wrong," Chrysalis said as she left the stunned princess to stand before Celestia. "I did have a lot of fun with you, Luna, and Cadance." She placed her hand on the alicorn's cheek. "But, I have my children to think about. And no amount of love I can get from you three will be enough to feed them."

"We could've found a way, together," Celestia said as she gently placed her hand on Chrysalis'. "We still can. Just tell us where Shining Armor is."

Chrysalis smirked. "In time. Now," she said, snapping her fingers as her children began to move the chairs to the sides of the room before forcing all the wedding guests to their knees.

Luna stepped forward. "If you do not end this now, I will!"

Chrysalis eyed her before three of her children opened their mouths wide and began to spit green slime at her. Each impact covered her more and more, making it harder to move. Pretty soon, she was encased in a green cocoon, only able to move her eyes and look around.

Celestia gasped and ran to the pod. "Luna!"

Chrysalis sighed and rolled her eyes. "Her, too, ladies." She turned to look at Cadance, who was still just staring at her, while her drones began to trap Celestia in a cocoon. "Oh, come on," Chrysalis said as she walked back to the pink mare. "We can still have fun, so... why so glum?"

"This was... supposed to be our special day," Cadance whimpered as she hugged herself.

The changeling queen frowned. "Well, you're not going to be any fun, are you?" She backed up as her drones went to work at cocooning her, too. "Well, three for three," Chrysalis sighed, running her fingers back through her hair. "Such a shame," she said as she turned to the wedding guests, her eyes falling on Twilight and her friends. "Alright, girls... let's take a look at our lesser prey."

She walked over to the bride's side of the room while her drones checked the groom's side. No one seemed to jump out at her as being particularly enticing. Frowning, she looked around the room as one of Chrysalis' drones, named Anna, stood in front of Fluttershy. The yellow pegasus looked up at her as the drone knelt in front of her.

Anna tilted her head before she reached down and felt the pegasus' crotch, making the mare blush hard and closed her eyes. The drone gasped softly before she moved her hand underneath her dress, making Fluttershy whimper when the fingers brushed against her pussy. Anna quickly stood up and looked at Chrysalis.

“My queen!” She said suddenly as she stood in front of Fluttershy. “This one has a pussy and a dick!”

Chrysalis turned to face her. “Really? But she’s a pegasus. Are you telling me this mare can both give birth and get me pregnant?”

The drone shrugged. “Quite possible, my queen. If it all works.”

Fluttershy blushed even harder as Chrysalis smiled. “Perfect. I shall examine this one personally.”

“You heard her, Pony,” the drone said as she grabbed Fluttershy by the arm and forced her to her feet. The yellow pegasus let out a squeal of surprise as Rainbow Dash started to get up.

“Don’t you touch her!” She yelled, before the three drones around her forced her back on her knees.

“Don’t worry, everyone,” Chrysalis cooed as Anna brought Fluttershy over. “She is much better off than the rest of you.” She then looked at Fluttershy, who hid her face behind her hair. “Such a sweet thing. I bet your cock tastes just as sweet.”

Fluttershy didn’t say anything. She just whimpered and hung her head. The changeling queen reached her hand out to gently place it on the pegasus’ cheek.

“You know what’s coming, don’t you?”

Fluttershy nodded and gently rubbed her arm. Chrysalis put her arm around the frightened mare and began to lead her out of the room. All the pegasus' friends could do was watch her leave. Once in the hallway, Fluttershy sniffled and hugged herself.

"Don't be afraid, little one," Chrysalis cooed. "I won't be impregnating you. You'll be impregnating me. All you need to do is lay back and enjoy."

Fluttershy kept silent all the way to Celestia's bedroom, where Chrysalis finally let go of her. "Oh, this place is nice, isn't it?" She asked, walking over to the bed. She felt the sheets and looked back at the pegasus. "Why don't you get out of that dress and join me?" She asked as she held out her hand.

Fluttershy hesitated, but ended up wiping away her tears and disrobed while the changeling queen watched. Chrysalis smiled and waited for the mare to fully undress. Once Fluttershy had the dress off, she kept it held against her chest. A huge blush covered her face while her eyes watered.

"I don't have all day, sweetie."

Fluttershy flinched at the queen's voice, expecting to be punished. She let out a soft squeak and tossed her dress aside, before she slowly made her way towards Chrysalis step-by-step. When she was finally close enough, Chrysalis reached out and held the mare by the hips.

"You have a lovely body."

Fluttershy kept her face hidden behind her hair. The changeling didn't seem fazed by her silence as she slid her hands up to the mare's breasts. Out of instinct, Fluttershy went to pull Chrysalis' hands away, but stopped. The queen smiled and kept fondling the large H-cups. She then pinched the nipples, making the pegasus squeak.

"Get on the bed."

Fluttershy nodded and moved past the queen to climb onto the bed. Chrysalis watched her before she pulled her own dress off. She tossed it aside before she joined the mare on the bed. Fluttershy rested on her back and closed her eyes, sniffling softly. Chrysalis laid atop her and gently kissed her neck.

"You're going to give me sooooooo many babies."

1 Month Later

Fluttershy lay naked on her back, staring up at the ceiling with her hands resting on her belly. Waiting. Sure enough, Chrysalis came through the door, also naked.

"All ready to go, I see," Chrysalis cooed, jumping on top of her and smiling down at her. "Your lovely cock is coming in rather handy. Two hundred brand-new baby changelings and you're the daddy."

Fluttershy turned her head to look away, making Chrysalis frown. "I do wish you'd enjoy this. Do you have any idea how hard it is keeping you healthy? I have to keep these visits short and let you rest longer or you'll become a husk like the rest. Why can't you... just... smile?"

Fluttershy kept silent, making Chrysalis sigh in annoyance. "Fine. That doesn't change the fact that it’s breeding time. Now, let's get that cock ready."

1 Month Later

After Fluttershy undressed and threw her clothes in her typical spot, she sighed and looked over at Celestia’s makeup table. She walked over to it and sat down, staring at herself in the mirror. Her eyes narrowed and she opened the drawer to find makeup brushes and nail polish remover and other beauty products. On top was a makeup set and eyeliner and mascara of various colors.

After a few minutes, the door opened and Chrysalis stepped in. “Ready for the… fuckening?” She asked, pausing when she saw Fluttershy’s reflection in the mirror. “What’s this?”

“It’s how I feel inside,” Fluttershy replied plainly as she finished applying black makeup on her eyelids and around her eyes and started on her fingernails.

Chrysalis hesitated but eventually closed the door and walked over to her. “Black, huh? I figured you more for the pink type.”

“Ew, gross,” Fluttershy muttered. “If I’m to be your captive forever… can I, at least, have some new clothes?”

Chrysalis hesitated but smiled. “I don’t see why not. I could take you into the city. We'd get it for free since I own it now.” Fluttershy rolled her eyes. The changeling leaned in and placed her hands on the mare's shoulders. "Black really does look good on you."

Fluttershy finished her nails and set the makeup down on the desk. "I know what you want," she said as she stood up.

She quickly turned and grabbed Chrysalis by the shoulders, baking her up to the bed before giving her a shove. The queen was wide-eyed as she landed on her back, the yellow pegasus getting atop her. Without hesitation, she slipped the black cock inside her pussy and began to roughly ride it.

"Holy shit," Chrysalis moaned as she held the mare's hips.

"You like this?" Fluttershy asked as she sat up and roughly jerked her hips. "You like fucking my pussy?"

"You certainly changed," Chrysalis moaned.

"You'd know, wouldn't you?" Fluttershy snapped. "Queen of the changelings."

"I hear the venom in your voice," Chrysalis said with a smile. "But, I still love the new you."

When Chrysalis let her orgasm happen without warning, Fluttershy slammed her hips down and wiggled them with a deep moan, her own cock throbbing. She waited a bit before she pulled out and flipped the changeling over. Chrysalis gasped and got on all fours, looking over her shoulder. She didn't have time to say anything before Fluttershy shoved her rod in the royal pussy.

Chrysalis moaned out before Fluttershy began to roughly fuck her, the queen's tits swinging like wrecking balls. "Oh, fuck!" Chrysalis exclaimed as she felt the mare's balls slap against her own. We slapping noises filled the room in addition to Fluttershy's aggressive grunts. She smacked the changeling's ass hard before gripping the base of the queen's tail. "Shit!"

"Such a fuckin' potty mouth," Fluttershy cooed, giving one hard slam as she grunted, her load shooting deep inside Chrysalis' womb. "Mmm... You need to be punished."

"Punished?" Chrysalis asked. "The fu-UCK!!!" She suddenly yelled when Fluttershy rammed her rod in the royal ass. Chrysalis grunted and bit the pillows as her fingers gripped the be sheets.

Fluttershy had her way with the queen's ass for the next few minutes before she reached her second orgasm. She sighed deeply and pulled out, watching her loads leak from both holes. Chrysalis then rolled onto her back, an eerie chuckle escaping her mouth as she looked up at the pegasus.

"Oh, Fluttershy... Such intense emotions..."

Fluttershy dropped down next to her, resting on her back. "Shut up."

Chrysalis smiled and rolled onto her right side, reaching out with her left hand to stroke the mare's cock. "Please, tell me you have more warm cum in those lovely balls of yours."

Fluttershy sighed and looked at her. "Perhaps... If you suck it."

Chrysalis licked her lips and crawled atop Fluttershy, sticking her own cock in her face while she serviced the yellow rod. Fluttershy started to lick at the black balls while they both worked each other up for more sex.

1 Month Later

Chrysalis walked out onto the balcony, overlooking the castle courtyard. Hundreds of changelings flew around and mingled as if the city actually belonged to them. Fluttershy walked up next to her and looked out.

“See, Fluttershy?” Chrysalis asked. “Your children. Aren’t they beautiful?”

“Sure,” the pegasus said as she crossed her arms.

“Such a large family. And many more to come.”

“If you’re so eager,” Fluttershy began as she walked behind the queen and grabbed her butt. “How about we go for another round?”

Chrysalis looked over her shoulder. “Well, this new Fluttershy sure is fun.”

The pegasus lifted the queen’s dress to expose her bare ass. She then lifted her own cock to the royal pussy and pushed her way inside. Chrysalis moaned out and gripped the railing tightly. As the queen grunted at the roughness, Fluttershy started to pound away.

“Fuck,” Chrysalis moaned out, feeling her insides vibrate with each hard thrust.

Fluttershy reached around to grab the queen’s dress and pulled it down To expose her breasts. As the large changeling tits bounced, Fluttershy pulled her own black crop top up to expose her own large breasts.

The yellow mare grunted and moaned as she slammed her hips over and over against the queen’s until she suddenly came. As her balls emptied, Chrysalis squirted all over her legs. The queen chuckled and looked over her shoulder.

“I knew I was right to keep you,” she said, before standing upright. “You’re the best fuck I’ve ever had.”

Fluttershy pressed her breasts to the queen’s back as she reached around to grab the large black tits. “You’re not done, are you? Not exhausted after one round?”

Chrysalis chuckled and shook her head. “Not even close.”

Present Day

Fluttershy panted as her chest and sheets were covered in cum. "Ah, fuck..." she moaned, exhaling sharply as she rested her head against her pillow.

~~~
XXVIII. The Princess and the Queen
~~~

Chrysalis sat in the far, dark corner of her cell on Celestia's ship. She had her face buried in her knees as she hugged herself tightly. Her eyes were red from crying and her face and knees were wet. She felt another crying fit approaching when she heard a familiar voice say, "Psst!" She looked out of her cell and sniffled, not seeing anyone. She heard a tap on the bars, telling her someone was there. She got up and slowly walked over, not seeing any guards around.

"We're alone," Starlight said as she made herself visible. "There's an escape pod we can use once I break you out."

Chrysalis sighed and nodded. "Just... get me out of here."

Starlight nodded and fried the controls with her magic. The cell door opened partially before the unicorn pulled it open. "Come on," she urged. "We get you back to the Council and they'll protect you."

Chrysalis' eyes narrowed as she left her cell. "I don't need them. I never should've accepted their help." She moved past Starlight and down the hall.

When they heard a noise, Starlight ran up to her and held her against the wall, rendering them both invisible. Just then, a guard rounded the corner and walked right by them. When he saw the open cell, he gasped and went to warn the princess. Chrysalis stuck out her foot to trip him, making him hit the ground hard. When he looked up, Chrysalis kicked him in the head, knocking him out.

"I appreciate the restraint," the mare muttered as they walked away from the body.

"Believe me, Starlight... I would've killed him if you weren't here."

Starlight kept quiet as they moved through the ship, using Starlight's invisibility spell to sneak past guards. When they passed by the cockpit, Chrysalis stopped. Starlight slowed to a stop, too, and turned. She mouthed Come on and motioned with her hand to proceed.

Chrysalis backed up before she stormed into the cockpit. There were guards on either side of the door, both getting ready to attack. Chrysalis held her hands out and fired bolts of magic at them, knocking them back into a wall. Celestia turned to face her as the two fell unconscious. The rest of the crew bolted from the room, most likely to get help.

The changeling clenched her right hand into a fist and raised it. "You're going to pay, you bitch!"

Celestia sighed and began to walk towards her. "I really wish you would've stayed in your cell."

"You'd like that, wouldn't you?!" Chrysalis yelled before she held her right hand out and zapped Celestia.

The white alicorn flew back and tumbled across the floor. When Chrysalis fired again, Celestia held up her hand and summoned a shield, blocking it. She then used her wings to quickly lift herself to her feet. She then fired magic from both hands as Chrysalis raised her own shield. Celestia then looked over her shoulder.

"Try not to hit the window!" She exclaimed, before looking at the queen.

"Makes no difference to me! I can survive in space!"

"But, she can't."

Chrysalis gasped and looked over her shoulder as Starlight ran in. "Starlight! Get out of here!"

"Not without you!" Starlight yelled.

Celestia sighed. "You tricked another mare to fall for you."

Guards ran into the room as Celestia seemed a little upset. "Time to go back to your cell."

Chrysalis growled and tackled her to the floor. "Never!"

When the guards ran to assist, Starlight closed her eyes and sighed. "Dammit," she muttered, before she turned around and fired magic at the guards. This caught them off guard as some took cover and some got hit, flying backwards and landing unconscious. "I'm sorry!" She yelled.

Chrysalis slammed Celestia's head against the floor before Celestia created a burst from her horn to knock the queen back. She then got up and fired a magic bolt down at the queen. Chrysalis rolled to the side to avoid the attack before she lifted her legs, and kicked the princess in the thighs. Celestia grunted and stumbled backwards as a yellow bolt of magic shot past them, destroying a controls console. Sharp metal stuck out of it, making Celestia growl.

"Careful!" She yelled to one of the guards, before she blocked a punch from Chrysalis and delivered a blow to her ribs. Chrysalis grunted as Celestia grabbed her by the shoulders and threw her over another console. Chrysalis hit the top and rolled over, landing with a thud on the other side.

Guards fired magic at Starlight, who had created a shield bubble around herself. "Sorry!" She yelled again, as she knocked out another guard with her magic.

Celestia walked over to the downed queen, who was letting out a groan. "You should've just stayed in your cell."

"And starve?!" Chrysalis groaned as she pushed herself up on her arms. "You know damn well I don't have to drain your essence!"

"I know. But, I just destroyed your home and your changelings. I doubt you'd be merciful to whomever I sent in there."

"That sounds like your fault!"

"My fault?" Celestia asked. "You are the one who played with our emotions, lied to everyone, and tried to takeover Canterlot!"

"But, I didn't kill anyone!"

"Until the war."

"The war you started!" Chrysalis yelled as she managed to get to a knee.

"No..." Celestia sighed, pointing at her. "You started everything. We were prepared to welcome you and your kind into our lives. You wouldn't have had to hide anymore. But that wasn't enough for you, was it? You wanted it all to yourself and you let your pride get to you."

Chrysalis growled and closed her eyes, knowing deep down she was right. "I didn't..." she started, her eyes watering.

"You could've been happy if you had JUST... LET ME..." Celestia started to yell, tears streaming her face.

"SHUT UP!!!" Chrysalis yelled, creating a strong magical burst that launched the princess backwards.

Luna was still in her ship, crying softly at what was going on. "Dammit, sister," she sniffled, covering her face with her hands. When she was about to start up her ship, she heard a loud magical explosion. "What the...?"

Starlight knocked out the last guard and dropped her shield before she turned to the royal battle behind her. Her eyes went wide when she saw the aftermath. "Oh, no."

Chrysalis grabbed the top of the console she had been knocked over to pull herself up. She gasped when she saw Celestia impaled against the broken console, a piece of metal sticking out of her chest. "No..." she choked out, stumbling over to the alicorn and dropping to her knees. "Shit..." She leaned in and brushed hair off the princess' face. "C... Celestia?"

The princess spit out blood as she wheezed weakly. "If you had just... let me... marry you..."

Chrysalis gasped as tears fell from her eyes. "No... Why?"

"B-Because I... loved you... Then you be... betrayed us..."

The changeling closed her eyes and hung her head. "It didn't have to be like this. None of this had to happen." She felt the princess' hand on her cheek and opened her eyes.

"We all made mistakes."

Chrysalis started to cry before she leaned in and kissed the alicorn on the lips. The kiss lasted for a few seconds before Chrysalis felt the mare exhale slowly. She pulled back and looked into the lifeless eyes of the alicorn. Starlight put a hand over her mouth, her eyes watering. The changeling leaned into the princess and nuzzled her cheek.

"I'm sorry," she whispered.

Starlight ran over and put her hands on the changeling's shoulder. "Come on! We have to go!"

Chrysalis stood up and stumbled backwards. "But... I..."

"Sulk later!" Starlight practically ordered. "Let's go!" She grabbed Chrysalis and pulled her towards the exit.

Without thinking twice, they blew past Luna and ran down the hall towards the escape pods. "The hell?" Luna asked, before she ran into the cockpit. "SISTER!!!" She yelled, running over. Seeing she was already dead, she clenched her fists and growled. "CHRYSALIS!!! STARLIGHT!!!"

The purple unicorn gasped at hearing the lunar princess yelling. "Move faster!"

Luna ran down the hall after them just as they dove into an escape pod, dodging a magic blast. "GET BACK HERE!!!" Luna screamed.

Starlight launched the pod and set its coordinates to Equestria. Chrysalis sat in silence, her head hung as she tried her best to stop crying. She was failing. Luna quickly ran back to her ship and took off after them.

Starlight landed the pod before Chrysalis quickly got out, wanting to see what her home was like. Starlight followed after, practically stumbling to keep up. They looked around at a barren wasteland. There were still buildings, but all plant life and animals had been burned away.

"It's all gone..." Chrysalis said softly as she clenched her fists. "All of it."

"I-I'm so sorry..." Starlight said sadly as she gently placed her hand on the queen's back.

"I'm sorry, too... I should've kept Celestia alive to torture her. Death was too good for her."

"You don't mean that."

Chrysalis was about to say something when they heard the sound of approaching ships. They both looked up to see three small transport ships coming in for a landing. They each found a spot on the ground before their engines turned off. One was dark blue, the second was white with a blue stripe, and the third was silver. Their doors opened and the passengers stepped out. Out of the silver one came Jenny, Fox McCloud left the white one, and Luna emerged from the dark blue. Chrysalis’ eyes narrowed in anger before Starlight put up a shield around the both of them.

“We aren’t here to fight,” the fox assured.

“Says you,” Luna growled as she moved closer. “She killed my sister. And who called you?!”

Fox held out his hand to stop her. “Fluttershy told us you'd be here. And we've been watching. Now, your sister, leader of the Solar Empire, started a war with Chrysalis’ Hive and lost. The fight is over.”

Luna growled again but took a step back. “Fine! But, I’ll be declaring a war of my own.”

“I’ll be ready,” Chrysalis responded.

Luna’s eyes fell on Starlight. “And, you best be sure what side you’re on, Starlight.”

“Oh, I’m quite sure I’m where I belong.”

Chrysalis moved forward so that she was standing right at the edge of the magic shield. “You may tell the Council, of which I’m still part of, that I hereby close my borders to the Lunar Republic for the time being. Any attempt to breach my borders should be met with consequence.”

Fox eyed the alicorn before nodding. “Understood.” Luna quickly looked at him, eyes wide with anger. “It’s her right,” Fox insisted. “As it is yours.”

“Fine,” Luna snapped. “Then, I close my borders to the Hive as well.”

“I would just like to say,” Jenny said, finally saying something. “we have no quarrel with the Hive. We’d actually like to offer to help rebuild this planet.”

Chrysalis’ expression seemed to soften a little. “Why?”

"I don't mean to be rude, your Highness," Jenny began. "but, I believe you could use some help."

"I get that," Chrysalis began. "But, why help us get back to full strength? Are you not worried we'll come after you?"

Jenny shrugged. "Maybe you will. Maybe you won't. I would rather us be allies. I respect Luna a great deal, and Celestia truly was a great leader, but the ponies' quarrel with you has nothing to do with us."

Luna crossed her arms in anger but said nothing. Chrysalis eyed the alicorn before looking at the robot. "Very well, then. I accept your help."

Jenny smiled as Fox gave a light nod. "Alright, then. I believe this concludes the Declaration Of War." He then looked at Luna. "Shall we leave? Or, do you have anything more to add?" Luna's glare didn't fade, but she eventually turned and headed back to her ship. Fox then looked at Chrysalis again. "And, you?"

Chrysalis crossed her arms. Celestia murdered three million of my children. There's no conceivable way this will ever be okay. Unless there was a way I could kill her three million times."

Luna stopped at her ship and looked over her shoulder. Seeing the tension rising again, Starlight quickly moved in front of Chrysalis. "Let's just stop," she said loudly enough for all to hear. "There'll be plenty of time to kill each other later. Right now, I think we all need to rest."

“I think that’s a good idea,” Fox affirmed.

Luna said nothing, but she did enter her ship and close the door. Fox looked at Jenny before he turned and entered his own ship. As the two ships took off, Starlight lowered her shield.

“Well, that went well,” the unicorn commented. She then looked over at Jenny. “So, you’re going to help?”

The robot girl smiled and nodded. “In any way I can.”

Starlight looked at Chrysalis again. “Shall we… start looking for a place to start?”

The three wandered over to where the changelings’ first ship was built. The factory and launch pad were completely empty. Chrysalis walked up to the building and thought back to how busy this place used to be. There were changelings running all around as they worked on the ship. She then saw a changeling run up to her. Chrysalis smiled and held out her hand, but the changeling drone faded away. The queen clenched her fist and held it to her chest before she dropped to her knees.

Starlight and Jenny looked each other with solemn expressions before something caught Jenny’s eye. She walked over to a golden tablet resting on a wooden table. It rested atop a bunch of papers depicting a nearby location in Equestria. She picked up the papers and the tablet before she made her way back to the changeling.

“Um, Chrysalis?” She asked, holding out the tablet. “This mean something to you?”

Chrysalis eyed it before taking it in both hands. “I helped my drones fish this out of a lake. They were trying to find where it led.”

“Well…” Jenny began, holding out the papers. "These were under the tablet. Only reason they survived the attack."

Chrysalis quickly dropped the tablet and grabbed the papers. “This… This is only a few miles from here.”

“Shall we go see what your children found?” Asked Starlight.

As they sped over the land in Chrysalis’ hover car, Starlight stuck her hand out the window to feel the wind on her fingers. “I missed this. Dry land. Earth to walk on. And, everything looks pretty much the same.”

Chrysalis scoffed at that. “Did you think we’d destroy everything?”

“And rebuild,” Starlight added. “I’m sure you have your own idea of what good building structure looks like and the planet was yours. You could’ve changed everything. But, you didn’t.”

Chrysalis eyed her before letting out a sigh. “I was too busy thinking.”

“Oh, really? What took you so long to think about?”

“You,” Chrysalis said plainly.

Starlight’s smiled faded. “Right. About that. You said you were afraid of killing Celestia... because it'd make me feel differently about you." She smiled. "You were wrong."

"You can't tell me you're happy she's dead."

"Of course not, but... what's done is done. And what she did to you was horrible. I understand why you did what you did, and... it looked like an accident to me."

"I still went there to kill her."

"But, would you have?" Starlight asked. "If she was down, beaten, and defeated... would you have finished her off?"

Chrysalis tapped on the steering wheel a couple times before she sighed softly. “I guess we'll never know.”

Chrysalis parked her car at the coordinates. It was a cave with a large metal door. "What?"

The three climbed out of the car and walked towards the large metal door. It looked like a bunker. In front of it were skeletal remains of what appeared to be changelings. They heard a metallic clank as the doors slid open, three changelings emerging. Chrysalis gasped and ran over to them, hugging each one.

"Thora! Cepho! Phalo! You're alive!"

"Not just us," Thora said before she looked back at the cave.

Chrysalis looked up to see even more changelings emerging from the cave. "What? But, how?"

"Dorsa alerted everyone when she saw Celestia's ship nearing us. Most of us perished, but... a lot of us made it inside. Plus, we... saved the eggs."

Chrysalis gasped as Starlight smiled, starting to cry softly. "The eggs?" The queen asked. "Wh-Where's Dorsa?"

Thora's expression became sadder and she looked over at the skeletal remains. "She... She didn't..."

Chrysalis glanced over at the remains and shuddered. "Okay... I say it's time we stop playing nice. I thought I could play nice!" She looked around as the surviving changelings all gathered around her. "But look around! Playtime is over! I promised you all a conquest! And I plan on delivering!"

Starlight's ears flattened as the drones all cheered, clearly ready for revenge.

Twilight entered her team's rec room as everyone all looked at her. "Celestia is... dead." Everyone, except Pinkie and Fluttershy, all gasped as the room fell silent. "Chrysalis killed her."

"What?" Rarity gasped. "No! That can't..."

Fluttershy was sitting on the kitchen counter, drinking a beer. "I'm not surprised. Celestia destroyed her children. As a mother, her reaction is understandable."

"You're not taking Chrysalis' side, are you?!" Rainbow Dash exclaimed.

Fluttershy sighed and dropped to her feet. "Whatever," she muttered, drinking her beer as she left the room.

Luna sat in the Senate room, by herself, waiting for her visitor. She didn't have to wait long before the doors opened and in walked a mare.

"Sunset Shimmer," Luna said with a smile. "Thanks for coming."

"And, what does the Lunar Republic want with us?" The unicorn asked.

"You had a past with Celestia, yes?"

Sunset sighed. "A rocky one, but yes."

"You respected her?"

"Of course. Wait... Respected?"

"Unfortunately... it would seem Chrysalis has killed her."

Sunset gasped. "What?"

"And, that's where you come in. You aren't part of us. You refuse to be. But, I ask for your help in killing her."

Sunset smiled and placed her hands on the table. "What's the plan?"

To Be Continued in...
Season Two

I - Ally

~~~
V. Who’s Knocking On My Door?
~~~

It’s been two months since Chrysalis’ first space station was built. Her fleet currently consists of four science and four construction ships as well as ten fighter ships and her flagship. The territories directly surrounding her planet were also hers.

The queen was standing on the bridge at a hologram table that was protecting a map of the galaxy while two of her drones piloted the ship. She crossed her arms while she observed the map. There were still so many areas they hadn’t explored yet. One area stuck out to her where she had previously seen some activity from another faction. She wasn’t sure who or what it was but her curiosity peaked. Especially since she still needed food.

She tapped the area where she saw the ship which sent a notification to her fleet. “Abby, I need this area scoped out. Gruda will be your escort and make sure nothing happens during your reconnaissance.”

“Yes, ma’am,” both drones said before their ships began moving towards the unknown location.

Chrysalis gripped the table and sighed. “Who are you knocking on my door?” She cooed.

Abby arrived first and saw where the ship probably went. “Um… Ma’am?” She said. “I-I think I found out where that ship you saw went.”

“What is it, Abby?”

“It’s an ice planet. Too, uh… Too cold for us, but… Want us to land and investigate?”

“Might as well. Take Gruda and her team with you. The more of you, the better. And, be careful. You too, Gruda.”

“Loud and clear, my queen,” the raspy voice of Gruda said over the radio.

Both ships began their approach as Abby walked up to the console by the pilots. “Temperature’s almost, uh… twenty below freezing. We’ll be fine so long as we, um… find a way to keep warm.”

After both groups dressed up in warm winter coats, they left their ships. Gruda and her team walked over to Abby, who was looking at a device in her hand.

“Where to?” Asked the raspy changeling.

“Um… This way,” Abby said as she pointed where her device was telling her to go.

The timid changeling started moving as her science team held up scanners to make sure they didn’t miss anything. They entered a canyon with walls about fifty feet tall and at a slope that would make it almost impossible to climb in this weather.

“Are you sure there’s something here?” Gruda asked.

Abby shrugged. “I’m, uh… getting a large reading of metal o-on the surface nearby. It’s either, um… a deposit or, most likely… a ship.”

Gruda looked around and then up. “I can barely see anything in this damn weather. I hope our queen doesn’t expect us to inhabit this place.”

“Sh-She isn’t stupid,” Abby replied. “There’s no way she’d have us live here. Um… She might take control of the planet for resources or, uh… offer it as a home to a-another species in exchange for compensation.”

“I guess so,” Gruda sighed. “But, who’d wanna live here? Who could live here?”

“There could be a species out there… who prefers the cold.”

There was a very faint tumble as Gruda and her team lit up their horns and pulled out their guns. “What was that?” The raspy changeling asked.

Abby looked down as she walked. “Maybe there was an avalanche nearby. Would make sense if it’s constantly snowing.”

“Uh-huh…” Gruda replied. “And, if it’s constantly snowing… why isn’t this planet just one big ball of snow, covered all the way up to the atmosphere?”

Abby looked at her and thought. Gruda was right. If it was constantly snowing, why wasn’t this planet completely covered up to the clouds in snow? Where did all the excess snow go? Before Abby could form anymore thoughts, she spotted something in the snow up ahead.

Chrysalis was waiting for a report in her chair as she watched a shooting star fly by in the distance. The radio suddenly crackled to life.

“My queen?” Came Abby’s voice. “You’re going to, um… want to come see this.”

~~~
VI. The Easy Part
~~~

Chrysalis landed her small exploration pod on the snowy planet in the canyon near Abby's tracker signal. She lowered the ramp and left the craft to see her changelings surrounded around something. Abby looked over and waved.

"Over here," she said. "You have to see this."

Chrysalis made her way through the snow and used her magic to activate her dress. When she arrived at the group of drones, they parted so Chrysalis could see the robot head. "The hell is this?"

"I'm XJ92," the head greeted. "But you can call me Jenny."

"Jenny?" Chrysalis asked. "You're a robot?"

The head remained still before she chuckled nervously. "I tried nodding, but... Could you help me find my body?"

The changeling queen raised an eyebrow. "Why?" She asked. "I need another species we can fuck for food. You are a robot." She then looked at Abby. "Let's go. She can't help us."

"Wait!" Jenny exclaimed, sounding scared of being left behind. "Um... I'm an advanced robot! My body works like a normal girl's!"

Chrysalis stopped before she looked down at the head. "You have all the parts?"

"Nod."

"And, all your holes work?"

"Nod nod."

Chrysalis sighed and crossed her arms. "I help you find your body and you let me fuck you."

"Nod nod nod. And the best part is I can't get pregnant or sexually transmitted diseases! So you can just keep on... um... having sex with me."

The changeling queen could hear the desperation in the robot's voice and smiled. "Alright, then." She then reached down and picked the head up with both hands. "Your mouth work, too?"

Jenny smiled. "My face is a special metal that allows my lips to operate like yours. I have a throat but anything I swallow would just come out of my neck as I don't have a body."

"What about a tongue?"

Jenny stuck her tongue out , which was blue and seemed to resemble a real tongue down to the texture and dampness. "I was made to be as close to real as possible."

"Hmm..." Chrysalis thought aloud, before she brought the head up higher and kissed Jenny on her robo-lips.

The robot's eyes went wide as Chrysalis licked around the tongue. Red light emitters in Jenny's cheeks started to glow before she started kissing back. Before she could really get into it, Chrysalis pulled back. "Mmm. Not bad." She then noticed the red lights. "You can blush, too?"

"I-I was... made to be as close to... real as possible..." Jenny repeated as if in a trance.

Chrysalis then looked at Abby and Gruda. "Return to space and continue to scout this system. I'll find Jenny's body."

Abby nodded. "Right away. Of course." She then led her team back towards their ship as Gruda and her team followed.

The queen watched them leave before she lost sight of them through the falling snow. She then turned and headed off with Jenny. "So... How'd you lose your head?" She asked as she walked.

"Well, my ship started to freeze up and it crashed into a cliff. My head went one direction and my body went another."

"I see..." Chrysalis muttered. "Then, your body can't be too far ahead."

They continued on until they found a wrecked ship. It was covered snow with parts strewn about the area. "That look like yours?"

Jenny smiled widely. "Yes yes! That's it!"

“Huh…” Chrysalis muttered to herself. “That was easy. Now, where’s the body?”

Chrysalis carried the head closer to the ship but there didn’t seem to be a way inside as the whole thing was frozen. The changeling moved around the right side of the small ship in hopes of finding a way inside.

“I don’t think you’ll be going home in this,” Chrysalis pointed out.

“Yeah, I’ve already accepted that fate,” Jenny replied sadly. “Shame, too. It was s good ship.”

Chrysalis looked over to see a hole in the ground a few feet away. She had a good feeling the body was down there so she made her approach.

“See something?” Asked Jenny, before she too noticed the hole. “Oh. You think it’s down there?”

“Good possibility,” the queen answered as she moved closer.

“Cool cool,” Jenny muttered. “There’s something I should probably tell you.”

“What’s that, Jenny?”

“That kiss earlier? That was my first kiss. Ever. Even before my upgrades. I had nobody.”

“Why are you telling me this?”

“Because,” Jenny began. “I haven’t really had the chance to test out my body in a… sexual manner.”

Chrysalis stopped near the hole as her eyes went wide. “What?!” She yelled, before they both heard a crack.

They looked down to see cracks forming in the ground beneath them. Just when Chrysalis was about to run, the floor gave out and they fell through into a semi-large cavern below. After about fifteen feet, Chrysalis landed in snow with a grunt as Jenny’s head rolled away.

“Dammit!” The queen yelled as she sat up. She tried to use her wings to fly but it was far too cold. With her magic, she activated her dress again to keep warm. “You’re telling me I’m risking my life trying to find your body, and you’re not even sure you can fuck?!”

“I-I mean, I tested out what I could!” Jenny called out. “I fingered myself and rubbed my chest! And I felt it! And it felt good! It’s just no one’s had sex with me yet!”

Chrysalis groaned in anger and got to her feet, brushing snow off her. “Unbelievable!”

“No, look! Look!” Jenny pleaded as she projected a hologram from her eyes of what her body looked like. “See?”

Chrysalis looked it over and slowly moved closer. “Not bad. Sleek. Cute.” She then looked around the large cavern. “If your body is in here, it has to be close. Maybe it’s buried.”

She walked past Jenny’s head to where the light shown down through the first hole. She then got to her knees and started to dig. As she pushed the snow away, she started to see something shiny. Digging faster, she soon unveiled an arm.

“Got it,” she said as she dug out the rest of the body. When more than half was uncovered, she grabbed the waist and pulled the body out. “Seems intact,” she said as she sat it upright.

She then fetched the head and placed it on top. There were some sparks and a few clicks as the head reattached itself. Jenny smiled as she raised her right arm and flexed her fingers. "Feels good to move these again."

"Alright," Chrysalis said as she crossed her arms. "Time to fuck."

Jenny stared at her. "Is that... all you can think about? Sex?"

"I'm a changeling."

The robot shrugged. "That means nothing to me. What's a changeling and what's that got to do with sex?"

Chrysalis exhaled deeply through her nose. "A changeling feeds off the love of others. Generally speaking, we pose as a loved one and sap the love out of the other. In desperate times, sex can give us energy as well. Rape, however, yields barely anything, but I'm not against it if I'm desperate."

"And... are you desperate?"

Chrysalis tried to flutter her wings again, but they still ached from the fall. "I am desperate. My kind is about to run out of food. Which is why I came all the way out here."

"I see," Jenny said with a nod. "You need... mates. People to have sex with and get food from."

"Yes," Chrysalis hissed. "So..."

Jenny smiled and walked over to her. "Shall I... remove my clothes?"

"Clothes?" Asked the changeling. "You mean... your metallic parts over your chest and crotch? Don't you have any normal clothes?"

Jenny shrugged. "They've served me well so far." There was a click before her chest armor split in half and parted. Jenny pulled it off and then lowered her crotch armor. Once she was naked, Chrysalis could see her full form. "You like it?"

Jenny's body was made up of multiple sections that allowed her to bend forwards, backwards, and side to side. Her arms looked similar in that they weren't just two pieces, but many sections that allowed her range of movement equal to that of a living creature. There was a visible slit at her crotch and what looked like squishy B-cups.

"Oh, wait," Jenny said, the collars of her boot-like sections parting to allow Jenny to take her feet out. "I forgot I had toes, too. This is a more recent upgrade that gives me human-like feet."

Chrysalis looked her up and down, not really sure what she meant by human but, at the same time, not really caring. "You certainly have the body. Now, explain these to me," she said, reaching her hands out to grope the robot's tits. Surprisingly, they felt like breasts. They were just made of metal and not skin.

"My mouth, breasts, and crotch are all made of a synthetic metal," Jenny explained. "It's essentially metal that can move and bend like skin. It makes my breasts feel like breasts, it lets my mouth move more naturally, and it allows my... vagina to... spread."

"And, you can feel this?" Chrysalis asked, rubbing the robot's chest and stomach.

Jenny nodded. "I have sensors all throughout my body."

The changeling moved her hand lower to Jenny's crotch, making the robot moan sharply and blush. Chrysalis smiled and felt for the slit before pushing two fingers inside. Jenny placed her hands on the changeling queen's shoulders as she let out soft moans. Without hesitation, Chrysalis lit up her horn and summoned her cock. She quickly realized it would probably be too big so she shrunk it down a little to fit the robot's tight body.

"Ready to get fucked?" The queen asked.

Jenny's cheeks lit up bright red. "U-Uh, sure. I hope you aren't too big," she said as she looked down.

Chrysalis pulled her skirt aside to let her cock out before she gripped her shaft. She then brought the tip to the robot pussy. Without saying a word, she pushed in with a grunt as Jenny moaned out loudly. She then looked to the nearest wall and grabbed the robot by the ass and lifted her up. Jenny gasped and wrapped her legs around the changeling as Chrysalis walked over to the wall. She held Jenny against the side of the cavern as she began to thrust into her.

"Oh, wow!" Jenny moaned. "This is better than I imagined."

"I can say the same," Chrysalis moaned. "I didn't think... fucking a robot would... feel this good." Chrysalis lit up her horn and made her rod thicker and longer. Its width stopped when Jenny's pussy stopped stretching and its length stopped when it hit what felt like a womb. "Do you... have a stomach?"

Jenny shook her head. "My throat connects to my butt and I have an artificial womb. It doesn't work. It's only meant to feel like a real one."

"How interesting," Chrysalis cooed as she pulled back, grew her rod longer, and then shoved her way into the robot's womb.

Jenny let out a high-pitched moan as her hold on the queen tightened. "OMFG!" She yelled in bliss before Chrysalis began to fuck her womb. "Oh my... Oh my god..." Jenny muttered with each thrust.

After a few more thrusts, Chrysalis sped up and went harder until she gave one final thrust and came. Jenny moaned deeply as the semen filled up her robot womb and pussy before it spurted out around the green cock. Some kind of fluid seemed to be leaking all over Chrysalis’ balls. Probably the robot girl’s juices.

~~~
VII. The Hard Part
~~~

Jenny finished getting dressed as her boots clamped shut. Chrysalis leaned against the wall as she watched. “Why not make your whole body out of that synthetic metal?” Chrysalis asked. “Then you’d be even more realistic.”

“It’s an extremely rare metal,” Jenny explained. “My creator was dead long before I got this far. That was back when I was just XJ9.”

“I see,” Chrysalis muttered as the robot turned to her.

“So… I really enjoyed that. You?”

The queen chuckled and left the wall to walk towards her. “You pass. You’re a good little fuck-toy.”

Jenny blushed and rubbed the back of her head. “Don’t know if I wanna be a… toy, but… I wouldn’t mind doing that again.”

Chrysalis crossed her arms with a smirk. “Good.” She then looked up as her wings fluttered. “Ready to go?”

Jenny nodded with a wide smile before igniting her feet boosters. They sputtered briefly before she landed again. “I think the cold is messing with my systems.”

“Sounds like you could have more upgrades,” Chrysalis sighed as she approached the robot. “Hold on,” she said as she put an arm around her new friend.

Jenny smiled and extended her arm before she wrapped it around the changeling’s waist twice. The changeling rolled her eyes before she flew upwards. The cold and the snow made her wings want to give up, but the heat from her dress kept them warm enough. When they emerged through the hole back to the surface a large worm-like creature shot up from the ground near them.

Chrysalis used her shield to protect her and Jenny as the creature rammed into them. They were knocked to the snowy ground with a grunt as the shield vanished.

“The fuck?” Asked the changeling as she lit up her horn. “A snow worm?!”

“Did you see its body?” Asked Jenny. “The thing had ice spikes all over. And its head was pointy.”

“Probably how it moves through the ice so easily.”

Jenny kept banging her wrists together. “Come on, come on, come on.”

“What are you doing?”

“Trying to activate my rockets but I think they’re still frozen.”

The ground beneath them rumbled and Chrysalis shoved Jenny aside before casting her shield again. The monster worm shot up a split second later and tried to chew through the shield. With its lower half still underground, it thrashed its head from side to side to hopefully get to its prey.

Jenny looked at her wrists before she suddenly got an idea. “Your dress!” She yelled. “Maybe you can warm me up!”

“I’m a little busy right now!" Chrysalis called to her.

“Can you turn up the heat in your dress?!” Jenny called. “Maybe you can use your shield to heat up faster?!”

Chrysalis gasped and looked down the worm’s throat. “Not a bad idea.” She used her magic to activate her dress. The air inside the shield began to heat up. “This could work.”

She fluttered her wings faster and faster before she turned off her shield and shot out of the worm’s mouth. The monster’s mouth clamped down as Chrysalis went to pick up Jenny. However, The worm’s tail shot up from the ground and whacked her mid-flight.

The changeling queen grunted as she was knocked out of the canyon and onto the snowy ledge above. She watched the worm burrow underground again, presumably coming after her. Chrysalis thought for a moment about what to do next and an option sprung to mind. This worm probably couldn’t see above ground while it tunneled. If she made a noise elsewhere, perhaps that could draw the worm’s attention.

She lit up her horn and rolled onto her stomach. She could feel the rumble beneath her as the worm moved around. Raising her hand, she fired a bolt of magic at a spot about thirty feet away from where she left Jenny. She immediately heard and felt the worm shift direction and go for its new target.

As it left, Chrysalis activated her dress before taking off towards Jenny. As she neared the frantically waving robot, the worm re-emerged. Upon seeing nothing, it turned its gaze to the changeling and dove back under.

Chrysalis grabbed Jenny by the waist and lifted her up into the air. “You’re surprisingly light,” she commented before activating her shield.

“Makes me more agile,” Jenny replied as she felt her gears start to unfreeze. “Thanks for not leaving me, by the way.”

“Yeah, well, I…” Chrysalis muttered. “I need you intact.”

“Fair enough.” Jenny clapped her wrists together a few more times before her missiles popped up from her arms. “Alright. Aim me.”

Chrysalis looked around but couldn’t see the worm. “It’s still underground,” she growled.

Jenny kept aiming straight ahead. “It’s circling.” She then looked at her arm and retracted her guns before pulling out her buzzsaw.

"The hell are you doing?!" Chrysalis exclaimed when the loud buzz of the buzzsaw filled the shield.

"I think it's softer on the inside!" Jenny yelled. "Let it eat me!"

"What?! Are you insane?!"

"I'm made of metal, remember?! Besides it's probably really warm inside! I could cut my way out easily and kill it in the process!"

Chrysalis looked down at the ground and then back up at the robot she was holding. "I hope you know what you're doing!"

“I’ll be fine!” Jenny said with a smile. “Now, get low and lure it out!”

Chrysalis sighed and began her descent, her eyes scanning the ground for any sign of emergence. “The closer I get, the more dangerous this becomes!”

Lower and lower they went, on the lookout for anything dangerous. When they were about thirty feet off the ground they heard a rumble. They eyed each other before Jenny looked down. As she did, the worm broke through and, mouth wide open, went straight for them.

“Good luck,” Chrysalis said, and dropped the robot before darting to the side.

The worm’s mouth closed around the robot and there was a moment where the changeling was worried her new sex bot was dead. Then, as if to answer her question directly, the worm let out a loud screech as a spinning saw blade cut through its side. Chrysalis watched as Jenny cut open a large hole in the worm, causing its guts to spill out into the frozen ground. As the worm fell dead, Jenny jumped out and landed in some snow.

Chrysalis chuckled softly and landed where Jenny fell. “That looked juicy.”

Jenny sat up as some entrails fell off her head. “I don’t wanna do that again. It was so gross in there.”

Chrysalis reached out and took her hand, helping her up. “Now to get my little sex bot back to the ship.”

Jenny smiled and brushed the snow off. “Hey so… you’re looking for mates, right?”

Chrysalis nodded. “For my children, yes. Otherwise, they’ll die.”

“I see… Well, I might know some folks who could help. Ever hear of the Council?”

Chrysalis shook her head. “No.”

“Well, I think they could help with your problem.”

“I see… And where is this Council?”

Jenny smirked. “I’ll show you.”

~~~
VIII. The Council
~~~

After getting back to her flagship, Chrysalis set a course to the star system where Jenny had told her to go. Upon arrival, they were immediately met with hostile presence. Two heavily armed, red fighter ships approached them. Jenny quickly worked the controls to change the radio channel before talking.

"Wait, wait, it's me! Jenny!"

The fighters slowed to a stop before a female's voice came over the other end. "Jenny? This is the emergency channel."

"Well, you were about to blow this ship up with me on it."

"We don't recognize that ship," the other female stated. "Why are you on it?"

"It's a... long story," Jenny chuckled nervously. "But my rescuer is the pilot. I was wondering if she could meet with the others. Maybe have her join us?"

The female hesitated before speaking again. "We could always use more help. Bring her in. I'll let the others know."

"Thank you, Jumbalaya," Jenny said before she used the controls to probably disconnect the radio from the emergency channel. "We are all set. Council's right there."

She pointed to a large station in the distance. It seemed big from where they were which only meant that it must be huge up close. Chrysalis piloted her flagship closer as the fighters turned and went back on patrol. The changeling looked all around as they passed a couple habitable planets. Chrysalis let out a sigh and kept moving.

"We might be too late to expand," she muttered sadly. "I waited too long."

Jenny eyed her before smiling. "If anyone can help, it's the Council."

"So, what are they?" Asked Chrysalis. "The space police?"

"Not really," Jenny replied. "It's just a collection of various species and civilizations working together. We will help to defend each other but that's about it. We don't police anything."

"I see. Sounds pretty beneficial."

"Oh, it is!" Jenny exclaimed. "I found the synthetic metal with their help. If anyone can help you find another habitable planet, it’s them.”

“What about sex partners?”

“Um…” Jenny muttered. “I guess you could search for other species to mate with.”

Chrysalis sighed in annoyance. “Still have to search… Great.”

“You might be able to find some to help you search,” Jenny suggested. “As I said, we all work together. Usually.”

“Usually?” Asked Chrysalis with a raised eyebrow. “Meaning?”

“Declarations of War. It’s procedure among Council members. They’ll be able to explain it better than I can, but… Just don’t start a war without going through the proper steps, okay?”

Chrysalis sighed heavily. “Fine, I won’t start a war.”

Jenny stared at her for a moment. “Was that sarcasm?”

“I’m not going to start a war. Not now, anyways.”

“But… eventually?”

The changeling kept silent for a few seconds while she chose the best words to convey her feelings. “My whole life, I’ve had to take. Never given anything. Why should that end now? I will take control of space… and I’ll make the Council my bitch.” She looked over at Jenny, who had a worried look on her face. “Oh, don’t worry,” the queen cooed. “I’m not starting a war just yet.”

“It’s just… there’s a lot of good people on the Council,” Jenny explained. “They’ve devoted their lives to helping others and each other.”

Chrysalis was about to reply when she noticed how close the station was. They were already about to dock at one of the hangars. Chrysalis slowly piloted her ship through the energy field at the entrance to the hangar and brought it down for a landing. She then just sat there while Jenny started to leave. When Jenny noticed the queen’s hesitation, she stopped and turned to face her.

“Something wrong?”

Chrysalis hesitated before she stood up. “I’m just… I don’t usually work well with others.” She then made her over to the exit door and hit a button. The door hissed as Jenny stepped up next to her. When the door opened and the ramp lowered, Chrysalis stepped out to see a group of various species waiting for her. At the front of the group was none other than Celestia.

“What…” the alicorn started.

“The fuck?” Chrysalis finished.

To Be Continued…