Cum to the Dark Side

by EpicGamer10075

Rating: mature
Tags: Rainbow Dash, Porn, Ocellus, Queen Chrysalis, Sex, My Little Pony: Friendship is Magic
Length: 8947

When Rainbow Dash and Ocellus try to help the stubborn former-Queen Chrysalis to see their way of thinking, the dark changeling notices pent-up her little traitor is, and seeks to use that to her own advantage...

After some years of relative success reforming Equestria’s greatest enemies, it is time for the former-Queen Chrysalis.

Unfortunately, due to some friendship missions coming at an inopportune time, Rainbow Dash and Ocellus are the only two left to do the job.

Well, at least they can hold her own minds against the seductive Chrysalis ...right?

Cover art copped from 3034820, drawn by Cold-Blooded Twilight

A BDSM-ish Futa!Chryalis and Futa!Ocellus x Rainbow Dash fic, commissioned by bone123

Kinks:

Futa

Semi-hyper Cock+Balls

Cock+Balls Growth

Semi-BDSM

Cum-inflation

Possible Mind-Break

Seduction to the Dark (Lewd) Side

Completely Failing at One’s Job

Published 2023-01-26 18:10:00 UTC
Last updated 2023-01-26 18:10:00 UTC

Wait... this isn't reformation! This is anal sex!

“Are you ready, Ocellus?”

“H-huh?” Ocellus stammered, and looked over at Rainbow Dash. “Um, y-yeah, I’m ready.”

Needless to say, Ocellus was far from ready. Her usually incredibly jovial demeanor was currently repressed in favour of a constantly shivering and antsy young changeling, breathing heavily and blushing just a bit as she couldn’t help but feel a power seeping through the doors in front of her, tickling something between her hind legs and commanding her to obey...

Dash sighed, obviously not convinced. “Look,” She started, making her friend pause for a moment to return her attention back to the older mare next to her, “You don’t need to be here. You don’t need to force yourself to face her; I could probably convince her myself, even if I’d certainly like your help.”

“Uh--no-no, I’m fine!” Ocellus sputtered back, taking in a deep breath and looking forward at the large, imposing doors to Canterlot’s mostly barren dungeons before her. “This is something I gotta do, even if I don’t like it. I-I can’t let her--the thought of her--weigh me down any longer!”

“Yeah, I know, but there’s prolly dozens of others ways to deal with it than this, dude,” Dash tried, but the changeling only shook her head.

“Maybe, but I wanna actually help!” Looking a bit downcast, Ocellus elaborated, “I-I know most of my friends just see me as a goofy sidekick of sorts, and not somecreature that’s actually helpful on her own... b-but I can actually help here! I-I don’t wanna just let somecreature else deal with this...”

Dash looked solemnly at her for a moment, and sighed again. “Alright, well,” She said in a rather resigned tone, “Don’t say I didn’t give ya the chance to back out.”

Turning her attention back to the doors before her, Dash then the short few steps to them and grabbed a handle with one of her hooves and, glancing back at the stationary Ocellus, pulled it open to let a light gust of stale air brush past her. Observing the dark and somewhat ominous staircase down into the dungeon for a moment, she quickly trotted towards and down it, calling out to the changeling behind her, “Come on.”

Ocellus took a deep breath before forcing her frozen hooves to move her along to floor and then down the staircase, however unsteadily, while her eyes kept darting around the walls with some torches occasionally present to keep it from getting too dark as well the floor to make sure she didn’t end up tripping. Soon enough, it felt like they’d been descending for minutes, with her nerves only amplifying the immense length of the staircase and the silence, only filled by hoof-steps and fire-crackles, was giving her nothing besides dread to fill the pit in her stomach.

Eventually, though, they did come to the end, with the actual smooth rock floor of the dungeons coming into view a couple steps before they reached it, but before they could, a sudden voice coming from down there froze them in their tracks.

“Well, well, well,” The proud and sadistic voice of the former Queen Chrysalis spoke, “I suppose it’s finally time for you gay fools to try and brainwash me now?”

Rainbow Dash swiftly shook it off and continued down to the floor, Ocellus starting at it and almost scrambling to follow her, almost tripping a few times on the way down. “That’s not what were doing, you idiot,” Dash retorted to the once cell in the dungeons amongst the numerous empty ones that contained their target, “We just want to convince you that your changelings are actually doing better now that they actually have free will.”

A low cackle made its way from wherever the elder changeling was, vibrating through Ocellus’s body and forcing a light gasp of something more than mere surprise out of her mouth, though she kept trotting behind her friend as they went past many cells to approach where the voice was coming from. “Well, little ignorant pony,” That very voice continued in its almost taunting tone, “If they’re my changelings, then isn’t it only natural I reign over them?”

Dash sighed irritably, likely at the twisting of her words, and replied, “It doesn’t matter, alright? The point is they’re a lot happier now that they don’t have to obey you.”

“Maybe they are now,” Chrysalis said in a tone that spoke little of acceptance as the single locked cell she was in came up on the friends’ right, “But I doubt that will ever truly last.”

The large changeling then finally came into view of Dash and Ocellus as they stopped before the cell, with Chrysalis’s large rump planted on top of a relatively small bed--one that was oddly clean, given her rather unkempt nature--at the back, with a desk on a side wall that had some books, a couple magazines, and a half-empty bottle of what the young changeling quickly identified as liquid love sitting atop it.

“I am surprised...” The former Queen added, staring back at Ocellus with her piercing green gaze, “That you came here as well, traitor.”

“HEY!” Rainbow Dash immediately snapped back at her, “Don’t call her that when you’re the one who made their lives miserable, A-hole!”

Chrysalis merely raised an eyebrow in response, likely just at the pointless attempt to hide the crass term that Ocellus already was well aware of, and a couple seconds of tense silence passed that the elder changeling clearly savoured before she eventually replied calmly, yet no less mockingly than before, “I was talking about her coming here to try and brainwash me, moron.”

Dash flushed at the misunderstanding as well as some level from the insult as Ocellus watched silently, but the pegasus quickly shook her head and then unfolded a wing to drop out a key she was keeping there into a hoof, then jammed said key into the lock of the cell before her to unlock it. Tossing the key back into her wing, she pulled open the door with a faint creeeaak and stepped out of the way, adding tersely to Chrysalis, “Come on.”

The former Queen smirked at the mare’s irateness, then hefted herself up and off her bed, landing with a solid thump against the hard rock floor while staring intently down at her former subject, making the smaller creature shake harder in fear and nearly whimper at the sheer dominance in those glowing green eyes. Not turning her gaze, Chrysalis grabbed her bottle of love with her magic and almost strutted out of the cell, her long gait making large, powerful steps as her rear hefted from side to side with each step, showing off a weight she’d scarcely had before.

“I doubt you’d listen to us locked up in there,” Dash said, not quite sounding like she believed herself while finally getting the large changeling’s gaze to slowly draw over to her, “So we thought it’d be a better idea to head to a... less stressful place first.”

Chrysalis seemed to gain a hint of a smirk as she tilted her head slightly, more in derision that confusion, and kept that tone in her words; “Trying to get one’s trust is the first step in brainwashing, pony.”

One of Dash’s eyes twitched at the statement, though instead of blowing up, she just huffed and turned around to head back the way she came, calling out behind her, “Just... fricking follow me, dang it.”

As her friend went off up the hall, Ocellus was left for a moment with her former Queen, who looked down at her for a couple seconds, making the smaller changeling shiver and gulp from fear and the odd sensation that kept flowing down her body, only made worse when Chrysalis slurped her tongue out to lick her lips and her maw like a predatory wolf. Chuckling at her former subject’s inability to do respond, the elder changeling turned back and trotted down the hall after Dash, leaving Ocellus to shake in her hooves for a few more moments before stiffly turning to follow the other creatures.

After a long while heading through the empty halls and occasionally stopping to figure out where they were actually headed, Dash finally led the two changelings to what Princess Celestia called the ‘comfy space’, and Luna just referred to it as the game room, though both seemed rather apt as Dash opened the large pair of doors to a warm-palleted and soft-carpeted room with numerous odd tables, stacks of board games, and large bean-bag chairs placed around the room in a neat fashion.

Dash scoffed at it, and Ocellus could imagine why as the mare headed over to a lone regular table near the back of the room with a large stack of aligned papers with a couple books placed next to each other with a regular distance between them. The young changeling did sigh in relief at the cozy sight of the room, though, as the former Queen wouldn’t stop staring at her while swaying her own hips on their way over, making a few parts of her body burn in embarrassment.

Quickly heading over to one of the bean-bags on the left wall and pomfing down onto it face first, Ocellus took some time to calm down and remind herself why she was there; to get over that fear and those strange sensations the Queen caused her, and maybe convince her that her species was capable of living in peace after all!

However, while her face was buried in the plush surface beneath her, her ears were still above it and able to hear the doors to the room close while Dash muttered to herself and sifted through some papers, with the strong feeling of the unreformed changeling staring at her with those piercing eyes...

“Alright,” She heard Rainbow Dash grunt, making her turn her head up to see her push all but one book and about a half-dozen papers off the table and onto the carpet, then grab the table by a leg and pull it with some effort along the floor to the center of the room. Seeing Chrysalis slowly approach the table with measured steps, levitating her bottle of liquid love from by her side and setting it on one length-wise side of the table, then sat down right there with no need for any chair to reach its height.

Sighing, Ocellus pushed herself up off the bean-bag and grabbed it with her hooves and pulled it across the carpet to the other side of the table, Dash doing something similar with another one near her. Finally, the two then sat atop their seats and faced Chrysalis--who’s head was still a little bit higher up than the other creatures’--with their most professional, therapist-like looks.

Of course, that only caused the former Queen to snort in humorous derision.

“Chrysalis,” Rainbow Dash started, taking the small stack of papers left on the table and sifting through them, pulling one out and flipping it out onto the table to face the changeling, leaving the others in the middle of the table as she spoke, “This is a page from a newspaper reporting on the changelings that now live in Manehattan, and how they seem to like it there, as well as what the ponies there think of them. So before you say anything about them possibly being better under your command,” She preempted, looking pointedly at the taller creature, “Read this and see what they have to say.”

Chrysalis smirked at the pony’s very unsubtle preface, though still humoured her and looked down at the paper and seemed to skim through it, eyes flickering across the words with the eyebrows above raising slightly at some points, though all tot quickly she reached the end and looked back up from the page. “Certainly quite interesting, though you must already know by now that noling truly expected this to work.”

“Yeah,” Dash replied tersely, and then asked, “What about what the ponies said?” She squinted in suspicion, adding, “You did actually read all of that, right?”

“Every word,” Chrysalis stated with perfect confidence, “Do you want me to relay them to you?”

Sighing irately, Dash shook her head and muttered, “No, that’s fine.” Ocellus imagined that the elder changeling may have merely been lying to avoid having to read all of it, but then again, she was the (former) Queen...

Leaving the room in uncomfortable silence for a moment, Chrysalis glanced at the quiet changeling across her, making her shiver and blush a bit from the intense look, but the elder bug soon looked back to the pony and stated, “Far from enjoying each other’s company in harmony, most ponies and changelings seem to be cautiously optimistic about this, and some are particularly vehement against it.

“Those are facts straight from that paper,” She continued, getting a pair of slightly confused looks before she asked, “But I would like to know why, of all of you puny creatures, you two are the ones to confront me?

“Let me guess,” Chrysalis said before Dash could get out a word, “Those gay ‘missions’ of yours rendered you the only two available?”

Rolling her eyes in further irritation, Dash responded, “Somewhat. I’d imagine Twi or Starlight might do a better job, but Trixie’d probably only make things worse. And,” She added, preempting the former Queen again, “These missions do actually have a point; to show others how good friendship can be and the good that has already come of it.”

“Y-yeah,” Ocellus added, finally managing to squeak a word out and drawing the others’ attention, “There’s a bunch of creatures in Ponyville that didn’t see the point in friendship before, but now they’re all friends!”

Chrysalis tilted her head slightly, and slowly replied, “While that all may be true, you and yours are under the assumption that friendship is objectively good, something we,” She emphasized, pointedly glancing at Ocellus, “Know to be false. The few of our kind that had previously dissented and abandoned us in an attempt to find it have all perished, and many other creatures trusted too quickly our own kind and let us feed from them...

“I know that you want to convince me that I was wrong so I can move on to find friendship,” The former Queen continued, looking between the two creatures opposite her, “But everything I did was to benefit my hive, and I know for a fact that if I succeeded, we’d be even better off than we are now.”

Ocellus and Rainbow Dash were both left silent as they processed the statements, with the former recalling her time in the dark and ravenous hive, making it difficult to imagine a side where her oppressor had a proper reason to make it all so. Dash saw it similarly in some respects, soon responding with, “Whatever it was, whatever crap you must’ve been in... that still doesn’t give you the right to control them like that.” The elder changeling tilted her head again at her, seemingly curious, and let the mare continue, “They’re their own creatures, you know? They have their own lives and just because you were their Queen doesn’t make you--”

Suddenly, she was cut off an almost hysterical laugh from Chrysalis, jarring both of the other creatures for the several seconds it went on for, only petering out to meet a somewhat ticked-off Dash and afraid Ocellus. “Oh, please,” The former Queen said, laughter still present in her voice, “You really think that our society acts like yours?!” She shook her head, continuing with, “No, no. I was their Queen, multitudes more powerful and capable than any other changeling, and I was to lead with absolute authority, per our own physiology. Noling dare question me not just because they respected or feared me, but because the very concept of defying their Queen was nigh impossible.

“No doubt any traitors’ excursions out into the world of those more trusting tainted their minds and made them believe in such foolish things,” Chrysalis stated with vitriol and disgust, and then looked between the mare and other changeling again, snorting lightly in a pitiful sort of amusement. “Clearly, you fools don’t truly care that much about ‘reforming’ me, as you could’ve easily waited for those more qualified, or at least studied up on what my hive was actually like. But no,” She scoffed, placing her forehooves on the table and leaning forward, practically spitting with the disgust present in her words and she kept going, “You’re just like him; ungrateful for everything given to you and unable to actually bring change about yourselves as you pathetically await yet another miracle to save your puny asses. But even now, things are still the same,” The tall changeling said, her tone becoming almost somber, “That ‘king’, as you call him, is actually a Queen, and thus has the power to order ‘lings around with total authority, though I guarantee the fool will be unable to properly use that power.

“Perhaps it would still be better,” Chrysalis suggested, “Despite how much they all despise me, to surrender themselves back to me, as I am actually capable of leading a hive. I know you think otherwise,” She added, pushing herself up from her sitting position onto her hindlegs, “But allow me to show you just how I put dissenters back in line.”

With that final statement, she fully stood up on her back legs and pulled something out between her things, slamming it hard enough onto the table to nearly snap it in two, and showing her large, almost glowing green Queenly cock off to her guests.

Dash and Ocellus pulled back in shock, with Dash specifically turning her head away and hanging it downward to avoid seeing it and muttering under her breath, while Ocellus was only left with a massive blush as she stared at it, her body unable to do more than merely take in the sight and smell of it as the musk wafted over to her...

“Oh, what’s wrong, little pony?” The hung Queen taunted as she observed Dash’s slumped-over form, still muttering to herself in apparent bewilderment, “I was sure you must’ve known that I’d have a cock by now...”

“I-” Dash started, but only end up sputtering for a second as she tried to respond, eventually sucking a deep breath and speaking slowly, though a bit panicked, “I-I didn’t! W-why would I?!”

“You could’ve easily asked any of them,” Chrysalis spoke almost condescendingly, and gestured to the other changeling, who had barely even moved from staring at her former Queen’s shaft, “Even little Ocellus here has a penis, as all changeling drones do, and of course I would have one too; one larger than any of theirs!”

Even when mentioned by name, Ocellus was unable to move, though she did start to notice more things happening to her, the first of which being the harsh and heated return of that sensation in her crotch, which she was abruptly reminded that is was her cock. Finally pulling her gaze from her Queen’s magnificent breeding tool, she looked down between her own legs to see her own tool--its colour a light blue that matched her chitinous coat--twitching and throbbing between her back legs, a quite plump and pent-up pair of balls handing just behind it, with the entire set forcing her to feel just how much she needed to fuck somecreature with it!

Looking over at the pony to her side, she felt her cock twitch more at the sight of her soft fur and shapely rump, though she felt like she just missed Dash looking away from her, only now keeping herself pointed away from her as she shook in... fear?

“Come here,” Ocellus heard her Queen nearly growl at her lustfully, the elder changeling’s powerful magic gripping her entire body and pulling her around to face the table while yanking her front upward so that she stood on the tips of her hind-hooves with her lock laid on the table besides her Queen’s--both right on top of the papers Dash had set there previously, with the musky sweat dripping off of their shafts and sullying those dull pages.

“Hmm, not too shabby,” Chrysalis noted as she observed her subject’s cock, about half the length of her own, which was itself about three-quarters as long as the table below was wide. “But it could still use some work,” She added as she magically grabbed that bottle she brought with her and popped out the cork, and let the scent of the fluid waft out into both hers and Ocellus’s noses, making the former grin and the latter almost faint at how delicious that pure, liquified love smelled to her.

It didn’t last all too long before the Queen brought the bottle up to her mouth and took a decent gulp of it before releasing and holding it off to her side again, letting her and her subject’s attention focus down on her shaft as it grew right before their eyes. In a short surge, the magnificent dick became even more incredible to gawk at, as its length now matched that of the table it was not, if not longer!

A low chuckle made its way out of Chrysalis’s throat, making Ocellus suck in a bated, lustful breath as she looked back up at her Queen face, those powerful green eyes looking back into her own muted teal pear and almost hypnotizing her with the sheer domination she again found there. However, that just ended up keeping her still long enough for the Queen’s magic to deftly move the bottle up to her own mouth and pour some of the love straight past her slightly parted lips, and she couldn’t bring herself to move away once she tasted it...

The small changeling had tasted love before, with all of her friends giving her far more than she needed to subsist, and that already had felt so powerful and overwhelming, but this... Ocellus could barely feel anything as that massively potent liquor slid across her tongue and into her throat, body automatically swallowing it as more came into her mouth, the sweet tangy taste that love normally had now cranked up to a thousand and forcing moans from her throat she wavered in her stance, forehooves going on their own to the table to help her balance.

All too quickly, it was over, and she fell forward from the whiplash of it being gone, only to be caught by her Queen’s magic and led to stare down at her own cock as the love flowed through her body, her mind automatically forcing into the place it knew her Queen wanted. A mix of heart groans and moans burst from Ocellus’s throat as she started to feel her genitals shift and groan from the increase in love, and then suddenly swell in size, her cock’s fleshy texture scraping across the table and making her moan yet again as her balls churned and pressed against the edge of the table as they filled further. They all had only grown just a bit, but the flow of love had yet to exhaust itself, so in mere moments, they grew again, and those sensations blasted through her mind again, though stronger, as she was still weak from getting barreled over by lust, and it all made nearly pass out from when her cock and balls grew yet again, and then one final time.

Blinking for a few moments in the blurry abyss of her lust, Ocellus started to feel again her Queen’s magical grip on her, and then her sight soon cleared up so that she could see her own cock on the table next to her Queen’s, and almost meeting it length! She gasped from the comparison alone, and then again as she felt her other senses return to her, and she could feel her massive nuts churning and groaning with all of their added volume while her cock throbbed and twitched with immense lust, a translucent green fluid already spurting out of its tip and soon dripping off of the edge of the table.

However, her eyesight was quickly taken up by the black and green of her Queen’s face as it stared back at her, a large grin present on it as the large changeling herself begun to quietly ask her, “Having fun?”

Ocellus couldn’t bring herself to respond to that, as she was still overwhelmed by lust and cock, though Chrysalis seemed to expect that, but then gestured over to the side with her head, drawing her subject’s breathless gaze over to Rainbow Dash, who hadn’t moved since she last saw her, and looked to be shaking even more than before.

“Oddly cowardly of the brave Rainbow Dash, hm?” The Queen noted to Ocellus, and, not looking back at her again for a moment, explained, “Well, it’s not because she’s afraid of us--no, she’s afraid of getting addicted to out cocks.”

Trying to pull her attention away from the fat, surging, throbbing cock attached to her, Ocellus could make out the shape of her friend shivering in fear and with what looked like a massive, crimson blush on her face, and if that wasn’t enough, her hind legs looked to be shivering as some clear dribbles of fluid marred some parts of her fur that Ocellus could see between those legs.

“She’s actually quite the sub,” Chrysalis elaborated, tracing her own eyes across the small pony’s form as her subject looked back to her, “I could already tell by how she blushed and shook a bit as she had to look up at my face earlier.”

Ocellus jerked violently back as she felt something felt something press against her cock, making it throb powerfully again and spurt yet more pre-cum out of it, though it didn’t move under the strong black hoof holding it down. Her Queen wasn’t content to merely tease her, though, as she then pressed down hard onto that spot near the end of her shaft, making a sharp pain pierce through her and forcing a pained groan out of her throat as the trail of pre stopped coming out of her dick.

A low, sadistic chuckle came from her Queen, swiftly dragging Ocellus’s attention back up to her face to see the sharp grin across it. “I can tell how this huge tool of yours makes you feel, little bug,” Chrysalis whispered to her, seeming to nearly bask in the heady breaths and lustful, yet pained whines of her subject, “I’ve long known that you want to be more confident in yourself, and now...” She pressed a bit harder down on the smaller changeling’s cock, making tears start to form in her eyes as she whimpered again, getting even louder and more needy at her Queen pushed her hoof up the length of her subject’s cock, keeping the pressure down on it and seeming to force whatever pre in her shaft back down towards whence it came.

“If you wish to find that courage within yourself,” Chrysalis looked back over to the horny little pony not too far from them, “Then proving your power to a lowly little sub would be the perfect opportunity, no?”

Suddenly, the Queen released her hoof from Ocellus’s dick, causing the pre trapped there to immediately get jetted out through the flare, splurting a short distance out onto the carpet and staining with its gooey green texture as the changeling herself gasped and moaned in breathless lust. With so much pleasure surging through her mind, and the words of her Queen implanted there as well, the hung changeling found herself compelled to push herself off of the table and land on the carpet below, her cock now draped down onto it and making her moan again as she felt the lovely light pressure scrape across her flare.

Sucking in a breath to try and get back moving, Ocellus continued breathing heavily as she stared at the back of her small pony friend, now only seeing the lust wracking through her body as she surely heard and smelled what was happening behind her. She was still unable to move, though, and Ocellus was unable to keep still any longer, swiftly lunging forward at the mare and tackling her off her seat and to the floor, pushing herself up just enough to magically grab her cock, though groaning in the blisteringly pleasurable sensation that overcame her when she felt that grasp on her shaft, but still managing to wrangle her giant dick down so that the huge flare of it pressed into the mare’s plump and oddly soft and squishy ponut.

Despite hesitating for less than a moment at it, Queen Chrysalis seemed to have caught it and spoke out from behind her, “Don’t worry about breaking Dashie’s little plot-hole; I could already see it gaping when we walked down the hall!” Hearing her cackle at it, Ocellus spared what little mental faculties she had to feel that despite her flare pumping what must’ve been full pints of pre into Dash’s anus, the gaping hole still hadn’t filled up and overflowed yet.

Regardless, the changeling let her focus fade as lust came back front and center, making her forelegs press down on the pony’s own and pinning her to the floor, with her hips starting to push down and forcing the ponut down there to streeetch out, which then let the cock shlrp inside with so little resistance, it seemed like it was welcoming her into it.

That was just the start, though, and Ocellus swiftly shoved her cock down into Dash’s rectum, the slick interior only helping her along until she slammed into something that completely stopped her movements. Jolting from the impact, the changeling looked between her body and the mare under her’s, finding her cock most of the way in, but with an odd pressure angled against her, she managed to figure out that it’s the floor she ran into.

With that revelation, and the following implication of her cock being longer than a pony was wide, out of the way, Ocellus moved herself back just a bit so that her shaft angled forward a bit more, then immediately pushed it deeper into her friend’s slick rear entrance, only stopping a few moments later when her hips smacked lightly against Dash’s firm light blue butt and leaving her nuts rested right on top of the pony’s pussy.

Now firmly in position, the little changeling didn’t take any time to prepare before swiftly jerking her hips back away and her cock out of the deep spot it was within Dash’s body, making the mare gasp with the sudden emptiness inside her, but that gasp was cut off by Ocellus slamming her hips all the way back down, loudly smacking against her ass and pussy again, erupting another, louder moan from her throat.

That moan, too, got cut off with a gasp as Ocellus yanked her cock back out again, and then made the mare moan once more as she stuffed her shaft back in, feeling the pair of smack against that set of cheeks and pussy. It swiftly became a rhythm of yanking out and then thrusting back in, with gasps and moans quickly morphing into each other and leaving Dash utterly breathless as the harsh smacks and plaps against her rear and snatch started to make them hurt more and more with each impact.

Chrysalis was still there on the sidelines, though, and was hardly content with the amateur and excessive thrusts of her subject, soon calling out to her, “Ocellus!” Though the smaller changeling didn’t stop in her motions, she did manage to look over at her Queen, letting said Queen speak, “You’re only going to exhaust yourself like that, idiot! You shouldn’t be pulling out that much, and certainly not going so rigidly like that! Your thrust are suppose to flow into each other!”

Ocellus nodded vigorously amongst her continued thrusting, and then tried, with what little focus she had, to follow her Queen’s orders, turning her actions from yanks and thrusts into a sort of ‘hop’ outward that flowed a tad better into a thrust inward, all while keeping those ‘hops’ a bit shorter, and thus keeping more of her hot, throbbing cock inside her warm little ~~friend~~ bitch.

True to her Queen’s words, though, Ocellus felt like she was exerting herself a tad less than before, but with how pent-up she already was when she started pounding and the painfully hot insides that she was pounding into, it was so hard to focus on anything, with even the loud, lewd, and rhythmic noises of that pounding falling deaf on her ears. There was so much heat and tension building in her body, the epicenter of it being amongst her crotch as it felt like something was trapped in her body there, nearly fit to burst... and it was only so long before it finally did.

Unable to handle all of it, Ocellus rammed her cock down into Dash’s ponut one final time, penetrating as deep as she could go, and she felt all of that heat and tension trapped in her crotch finally surge out into the rest of her body, with a considerable portion of it filling into her balls as they clenched, seeming to force that heat out and up through her cock in the form of something physical, yet unlike anything that had passed through it before. Finally, then, she could feel the flare of her shaft twitch and flare as that stuff shot out of it and into the depths of her bitch, quickly filling what little space was left in that belly and making it balloon outward as more stuff continued to erupt out.

So much of that gooey, creamy, warm stuff poured out of her cock that Ocellus could feel her bitch’s belly bloating large enough to lift the both of them upward slightly, though that belly still continued to get larger as the changeling’s cock became insulated by that creamy warmth, and she could start to feel some of it spurt out onto her fat, clenching nuts.

After what felt like forever did any of that heat that pervaded the changeling’s body begin to fade, and she could feel the flow of the stuff coming from her cock slow down until it was little more than small spurts, while her balls’ clenching slowed and weakened until the heat that had wracked through them became a mere whisper of its previous self. Other sensations could finally return to Ocellus’s pleasure-flooded mind, the sounds of extremely laboured breathing as well as quiet, yet dark chuckling coming to her ears, while the sight before her that she hadn’t even registered becoming a blurry mess faded into what could vicariously be called clarity.

“Quite impressive, my little broodling,” Her Queen’s voice spoke, and Ocellus got jolted to awareness and swiftly looked over to the dark figure a ways away from her, sitting casually atop one of those bean-bags while she casually showed off her massive erection and hefty nuts. “Most would not find it so easy to rut their friend into the ground and turn them into their bitch...”

The little changeling still laying atop Rainbow Dash, cock stull firmly plunged into the mare’s depths, could only blink in bewilderment at her Queen, her mind needing several seconds to connect the words with her previous thoughts, but when she did, she reeled back in embarrassment and tried to pry herself free from her friend, though to no avail.

Her actions did get a snicker out of her Queen, though, who promptly replied, “You were quite vocal, little broodling, though I doubt your huge cock let you process any of it.”

Ocellus whimpered slightly at that and tried harder to pull her shaft out of Dash’s rear, but with how long and hard it still was, and with its position stuck under the both of them and pressed into the floor, she couldn’t muster the energy to do so herself. Chrysalis, though, decided to help her own by grabbing Ocellus’s entire body with her magic and pulling her out and up, her massive cock sliding out with harsh pleasure wracking back through it and making its owner wince and moan as it came out, ending with a lewd shlorp! as the flare finally exited, letting the gallons of gooey green cum trapped behind begin to slowly deluge out and splatter all over the once-clean carpet.

Ocellus got flipped mid-air and then set back down on the carpet by her Queen’s magic, and from that vantage point only a short distance away from Rainbow Dash, she could see just the massive belly that she had given her, making the mare look pregnant with a pair of twins and almost due. The cum flowing out of her ass must’ve already decreased her belly’s size a bit, though most was still stuffed deep in there, but Chrysalis seemed to not want any more to come out evidence by her flashing a huge golden butt-plug into existence with her magic and immediately stuffing into Dash’s plot.

Hopping up to her own four hooves, Queen Chrysalis then grabbed Dash in her magic and pulled her up, observing for a moment the almost mindless pony limping and gaping with tongue out her grasp before swiveling her around a bit, showing off her tenderized rear and the plug stuffed within to her subject, with the latter sporting a familiar Solar symbol on its face...

“W-” Ocellus tried to start, but swiftly devolved into a coughing fit from how dry her throat had become. Taking a few seconds to clear that and gulp down some saliva, she tried again, “It that Princess Celestia’s...?”

Chrysalis grinned as her subject looked over to her, and she chuckled a bit while lifting Dash higher with her magic, saying, “It certainly is; the powerful princess that many say is a god is actually a sub as well...” Turning and moving the pony over to hover above her subject, she continued, “It was quite the realization when I snooped around in her quarters before Cadance’s wedding...”

Moving Dash down onto Ocellus, the small changeling could feel the fruits of her previous session smooshing against her own belly, but she had little time to think on the mild discomfort it caused her before her cock was grasped again in her Queen’s magic, shooting pleasure once more through her body and making her senses fade a bit from her focus. She could still tell through her periphery, though, that Chrysalis started to walk over to stand before Dash’s head, the huge glowing green cock down then pointing straight at the mare’s face as it too became manipulated by the Queen’s magic, specifically with some odd spell getting forced in there first, then yanking open Dash’s maw as she stepped forward, stuffing that thing into a place it shouldn’t have even been possible to get it into.

“Don’t bother doubting me, little broodling,” Queen Chrysalis spoke, almost as if she was reading her subject’s mind (though maybe it was just an obvious question) before Ocellus’s attention got jerked back to her cock as she felt something incredibly warm and wet press against her flare, then swiftly get pushed down to surround it.

“Oh fuck...” The small changeling couldn’t help but mutter though a moan, taking a moment to realize Dash’s pussy just got pushed down onto the tip of her cock, with the overwhelming tightness making it a far cry from the soft and squishy ponut she had previously tenderized.

Some soft, yet dark cackling came from the Queen’s mouth as Ocellus felt more and more of her huge shaft get slowly enveloped by her friend’s pussy, and from her vantage point on the floor, she could see Dash’s throat bulging outward as Chrysalis’s own cock made its way deeper in there. “You were never the type to use such crude words before, broodling,” The elder changeling said to her subject, with some light pleasure making its way into her voice, “So let’s see just how much of that foolish innocence you have lost!”

Chrysalis ended that sentence with a pair of thrusts, one of her cock into Dash’s stretched-out throat, and the other magically pushing the mare down onto her subject’s dick, and both incredibly pillars of meat were then left about two-thirds into each of their respective orifices. Ocellus let out a gasping moan as she felt yet more of her sensitive shaft gripped by the hot and wet pussy of her friend, though it seems her Queen was content to leave it at that while she herself had her body above both of the smaller creatures, and started thrusting into Dash’s maw.

The pony held in the Queen’s magic was pushed forward and backward with each thrust, the black lower part of the huge horsecock plunging into and out of Dash’s warm and squishy throat, the huge, fat nuts just behind swaying forward as well, slapping wetly into the mare’s chin and the bottom of her maw, with Ocellus just left to watch.

“Stop laying around, idiot!” Queen Chrysalis abruptly shouted at her, making the smaller changeling start, “You can thrust yourself, you know!”

“Uh--R-right!” Ocellus found herself compelled to sputter in response, then turning more of her attention back to Dash’s pussy, and begun to push her hips upward into the mare’s snatch, feeling that sensation overcome more of her cock once again as it came closer to her crotch, barely even registering the bump where it passed to her cock’s base due to how wet and lubed it all was. It took less time than she expected to finally have her crotch meet Dash’s own, and she was surprised to feel something rhythmically hitting against the tip of her cock, though a tad muted through the layers of internal organs, and she noticed it occurred at the same rate her Queen’s thrusting was...

Oh! That was her Queen’s cock hitting her own, through Dash’s body!

Ocellus almost laughed at the realization, but her position with hips awkwardly lifted up was difficult to maintain and cut off her enthusiasm with its stress, so she was forced to let her hips drop back to the floor for a moment, with the feeling of the heat surrounding less and less of her cock practically begging her immediately shove it back it--which she did.

Thrusting her hips back up, a lot quicker than the more cautious pace she had previously, Ocellus grunted out a moan from that incredible pleasure that flooded through her cock again, a faint twinge of pain from her hefty balls slapping up lightly into Dash’s rear, though she didn’t let either of those sensations fade away before letting her hips fall back down onto the floor, and swiftly plunging her shaft up again.

While the little changeling started out putting a forceful effort into each thrust, as she went into more of a rhythm with each passing pull downward and push back up of her hips, her movements became slightly smoother and faster, up until she matched the speed and pace of her Queen, with her cock’s flare bumping into her Queen’s larger one. Ocellus swore she heard a scoff come out of the larger changeling’s throat under the grunting and moaning of her own voice as well as the lewd slapping of flesh, but no words followed it, and so they both continued to thrust in rhythm amidst the noisy and musk-filled room.

Just like before, Ocellus started to feel some odd tension build in her crotch, and though it was slower than previously, it still continued to grow and coil up tighter and tighter with each of her thrusts, the wet sensation of fluid sprinkling down from Dash’s pussy and across her balls only adding fuel to that fire as she realized her friend was orgasming in a way she had, though with her pussy!

However, with that spurting of whatever stuff came out of a mare’s snatch also came the repeated clenching of the vaginal tunnel around Ocellus’s cock, and she could vaguely hear that about at the same pace, Dash was choking on her Queen’s cock. She tried, with what little focus she could pull out of her repeated thrusts, to look upward at her friend/bitch’s throat, with her Queen’s huge shaft getting pistoned back and forth through it with those chokes seeming to try and pull the thing lodged in there down further.

Ocellus could feel herself licking her dry lips as her gaze turned over to Queen Chrysalis’s huge balls, their heft and weight swinging forward with each thrust of their owner’s hips and slapping upward against Dash’s neck. Those giant testes, larger than Ocellus’s own recently expanded pair, looked actually somewhat uncomfortable, as if they were stretched too tight from their volume being more than they ought to be.

It did make sense to the small changeling though, as she could tell that fluid had gotten forced out of her own nuts when she orgasmed, and so with being trapped in one place for so long and constantly under watch, Queen Chrysalis must never have gotten the opportunity to do that in quite some time...

But, being that pent-up also seemed to make the Queen more sensitive, as Ocellus could just about hear the dark creature’s moaning and forceful grunting as she continued thrusting into Dash’s maw faster and harder, and without even thinking, Ocellus found herself speeding up to match it. The slaps of both changelings’ hips against the single mare’s body grew faster and louder, filling the room with a lewd cacophony that drowned out any moans, grunts, or gags from all of the creatures involved.

The small changeling’s attention soon faded away from those noises, though, and back down to the stinging tension in her loins, and she swiftly realized just how strong it had suddenly become, making her feel almost ready to burst again, with each thrust of her now exhausted and pained hips making that tension grow stronger and stronger...

Ocellus couldn’t stop herself as her forelegs went up to wrap around her bitch’s barrel and she thrusted a few more times into the mare, landing one more final blow as she erupted once more, the knot in her crotch untangling as her nuts forced more of her spunk up and through that blue pony pussy. Unlike last time, though, she wasn’t the only one participating, and her Queen grunted and growled as she seemed to orgasm as well, but continued thrusting as her own liters of jizz blasted into her bitch’s maw.

Dash’s already bloated belly immediately found itself inflating yet further as more cum came torrenting in from both sides, pressing more and more against Ocellus’s non-swollen form, forcing her away even while her forelegs continued to latch on as more cum kept pumping out of her cock. While already lightly lathered in the stuff from her previous session, the tightness of the mare’s snatch forced more of the incoming jizz back out around Ocellus’s shaft, spurting back out the seams between the pairs of genitals and all across their crotches as well as the changeling’s still-churning nuts.

However, some more spunk also ended up landing on Ocellus’s face, taking her attention upward to see her Queen’s cock also having problems stuffing all of its load down Dash’s throat, leaving some to splatter out through the mare’s lips and land across Chrysalis’s still-pistoning hips and drip down onto her subordinate’s face.

Ocellus’s mouth opened up before she even processed what she was seeing, as the feeling of her impeccable Queen’s cum splattering all over her face seemed to good to be true, and getting to taste it was something she had never even considered being up for grabs before! Tongue quickly lashing out to lap up all of the drops and strings of gooey spunk landing across her face, the little changeling immediately found the flavour even more incredible than she had ever imagined, and her mind could then only focus upon it, with even the thoughts of keeping herself attached to her bitch falling by the wayside...

...At least before her reverie was shattered by a harsh slap across the face.

Ocellus immediately jerked to attention, looking up at the oddly impassive face of her Queen as it stared back at her own, much more frightened expression. “Er, um, y-yes, m-my Queen?” She sputtered out ineffectually in a likely vain attempt to appeal to the powerful creature above her.

It certainly worried her how Queen Chrysalis simply continued to stare at her, likely savouring her subject’s anxious hoof-shuffling for several seconds before a smirk crossed over her face and she spoke, “While you were incredibly amateur, you still did quite a swell job of breaking in our newest toy. Now,” She continued without giving the other changeling a moment to say anything, “I’ll leave you here to rest while I check on what exactly that traitorous ‘king’ has done with my hive while I’ve been gone.”

Chrysalis turned around and trotted away, Ocellus’s eyes swiftly locking on her Queen’s rear as it faced her as well as the now slightly less pent-up nuts hanging just below as they wobbled between Chrysalis’s hind legs with each step, almost seeming deliberate as they nearly hypnotized the smaller changeling with the motions...

However, the Queen did eventually stop and look behind her, the sheer presence of her powerful and royal gaze dragging her subject’s attention back to her face as she added, “Don’t get content in whatever life you’ve made here, little broodling, as I’m sure I’ll be making use of you later to break in those other traitors as well.” Grabbing the handles of the doors before her with her magic and throwing them open, she deftly left the room and closed the doors behind her with a loud BAM.

The noise and sudden lack of her Queen’s gaze startled Ocellus into a more awake state, though without the massive queenhood to gawk at, she was left to look around the room. The nice plush carpet she still laid on was now sodden in multiple places with the spunk of all three creatures that had been there, with the lingering scent of musk seeming nearly visible amongst the closed room, though all of that was hardly as notable as the giant light blue balloon right near the changeling.

Of course, that balloon was hardly the inanimate object that it may have first appeared, as Ocellus quickly noticed Rainbow Dash’s body still attached to and laying down under it, the mare’s face splattered so heavily with Chrysalis’s cum that her eyes weren’t even visible beneath it all. A lot of that jizz had leaked down onto the floor under her head as well, with more bubbling out of what must’ve been her mouth to drip down as well, though it was hardly as fast as the puddle of cum Ocellus could soon make out behind the pony’s rear.

From her position next to her friend, the changeling couldn’t see just how much of her spunk she had plastered all over the pony’s plot, but from what she could manage to see of those light blue flanks, there was a lot of it. It was hardly a surprise that so much had spurted out between her cock and Dash’s snatch given how much pressure she was fighting against, with the sagging furry beach ball filled with cum looming over her serving as a reminder of that.

Ocellus sighed in exhaustion as she looked down between her hind legs for a moment to see her own cock had shrunken somewhat after her sex sessions, though not quite down to its original size. She found herself oddly somewhat disappointed by that, but shook it off to look around the room again, this time specifically at all of the board games stacked against the wall to her left.

It took her a few seconds of staring at them before she recalled she was in the game room within Canterlot Castle, and she, along with Rainbow Dash and Queen Chrysalis, had headed there to--

“Oh shit,” Ocellus whispered to herself as she realized they had went there to reform Chrysalis, not fuck her! She quickly let her eyes close as she sighed again, this time in defeat as she realized just how poorly their whole plan had gone, especially with her Queen--no, wait; the former Queen Chrysalis on the loose and looking to take back her hive.

“Well...” She muttered as she looked back to her thoroughly sullied and burdened friend, and figured she wasn’t going to be helping any time soon, “Fuck.”

Author's Note

Sorry if Ocellus seemed out of character in this story.
There is a time difference between this and the main story (about a half-dozen years I had in my mind), and ended up I drawing most of the difference from being in proximity to her terrifying and seductive former Queen, though I’m afraid it may still feel off.
I honestly just don’t know her personality that well, and while it started with just a minor difference, it just spiraled outward from there.

That being said, I’d still very much appreciate comments here.
Whether mere compliments or constructive criticism, they’re very helpful and should always given even if you may feel them redundant.