A Different Ending

by V-H-SClop

Rating: mature
Tags: Fetish, Rarity, Tragedy, Queen Chrysalis, Profanity, Non-consensual, Sex, Anthro, Main 6, My Little Pony: The Movie, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Porn
Length: 15026

“We all know Twilight and her friends, six beautiful mares who have fought against threats and usually always come out victorious because in Equestria good always wins...But what if things were different?"

"We all know Twilight and her friends, six beautiful mares who have fought threats that have put the kingdom in danger on more than one occasion.

Normally they are always victorious, in their last battle they won thanks to the combined power of all Twilight's friends, they freed Celestia and company from the Chrysalis prison, they gave the dangerous trio what they deserved, Twilight was crowned the new ruler of Equestria and they all lived happily ever after.

...But what if things were different?"

Commission for Tailsic

Contains: Gangbang, Gifted Changelings, Futa Chrysalis, Defeated Heroines, Bimbofication(I think), Big Boobs, Hourglass Asses and Bodies, Cum Inflation, Oviposition, Pregnancy, Broodmares and a Bad Ending.

Published 2023-07-14 02:30:01 UTC
Last updated 2023-07-14 02:30:01 UTC

The Last Chapter

Author's Note

Edited, extended version of the previous story known as "The Last Debauchery" thanks to my editor Deathofaking for doing such a wonderful job I hope it's better enjoyed now. By the way, all the chapters of Rainbow in hell and Cursed of Lust are edited and uploaded in case you want to take a look.

The Last Chapter

We all know Twilight and her friends, six beautiful mares who have fought threats that have put the kingdom in danger on more than one occasion.

Normally they are always victorious, in their last battle they won thanks to the combined power of all Twilight's friends, they freed Celestia and company from the Chrysalis prison, they gave the dangerous trio what they deserved, Twilight was crowned the new ruler of Equestria and all lived happily ever after.

But what if things were different? What if Cozy Glow controlled Discord's powers? What if the trio eliminated Discord behind his façade as grogar? or all stayed in the Chrysalis prison? What if all the races and creatures of Equestria didn't unite this time, leaving the Mane Six to stand alone against the villains?

Well that was exactly what happened in this universe, where things were different this time for our heroines.

Rarity, the beautiful and heroic mare, was on the ground with her clothes in tatters showing the best parts of her voluptuous body. The element of generosity kept the remainder of her blue blouse in her arms trying to cover her D-cups while her torn skirt showed off her black lace panties and her completely bare peach bottom.

She felt ashamed and defeated, the reason? is because her enemies were winning.

The mare witnessed all of her, as her best friend Twilight Sparkle was defeated by Tirek who delivered a hard blow to her stomach that brought her to her knees before the powerful and muscular centaur. Twilight clutches her stomach as she recovers from the pain and glares upwards at her opponent laughing at her.

Tirek couldn't help but sneer as he hailed his victory over the buxom mare. The centaur hardly had any scratches from Twilight's attacks, he hadn't even broken a sweat, it's almost like he was invincible while Twilight on the other hand was a mess.

Twilight's appearance couldn't be different from her friend Rarity's. Her friend's horn was split in half, bruises and scratches all around her body plus her dress was completely torn, showing her DD cup breasts and the bottom was completely uncovered, showing her shaved pussy, curves in all the right places and bubbly purple butt. Twilight's beautiful body didn't go unnoticed by muscular stud, licking her lips thinking of really lewd situations for the heroine.

Twilight got nervous, she felt Tirek's gaze on her and as he devoured her with his mere sight, she felt like an object and a worthless piece of meat.

“Look at you Twilight, completely weak and defenseless”, Tirek stands in front of Twilight and looks at her more closely…specifically at her almost bare breasts except for the shreds of what's on her dress.

"Now that I see you more closely, you are a very beautiful mare, there is no doubt that you are an beautiful alicorn, not only your knowledge of magic but also having a truly enviable body"

Tirek takes her by the head and lifts her up as if she were a toy. Twilight uses her hands to hold up what's left of her dress and uselessly cover her pussy with her tail. Tirek chuckles and effortlessly brushes her hands aside and places her hand to rip off the last of Twilight's dress, leaving her naked.

“Gyahhh!!”

Tirek starts looking at her from head to toe and can't help but let out a whistle as he admires her statuesque hourglass body, jaw-dropping thighs, huge tits, generous ass and inverted nipples.

It was like looking at the body of a goddess.

“Oh Damm!, look at this beauty, a complete waste of body and mare to spend your time on stupid friendship lessons instead of using your attributes for what they really are…”

Tirek uses his big fingers and starts playing with her tits,bouncing them like beach balls.

“Ohh~!! You are miserable… you're just a perverted asshole, Ohh~!!, you won't get away with this”, Twilight feels Tirek's finger crushing her tits like ground meat.

"And who's going to stop us? All the ponies that ever helped you are killing each other right now, the princesses are enslaved in my cave, and the rest of the elements of harmony were wiped out by Cozy Glow"

From the sky, the queen of shapeshifting insects comes down, as imposing and sexy as ever with a completely rejuvenated, toned and sensual body that left Twilight's body to shame, equaling that of her teacher, Princess Celestia.

Or even surpass it, the queen carried on her sternum two big E cup tits that bounce with each breath, an hourglass-shaped body accompanied by a wasp waist and a bubble butt that applauds at the slightest movement, thunder thighs along with long strong and sensual legs that made her look taller than the Princess of the Sun herself.

The queen wears a vivid green sleeveless gown, showing off plenty of cleavage and legs, overall the dress did little to hide her juicier assets.

It's not like Chrysalis wanted to hide them.

As she landed on the ground, she was holding two Elements of Harmony, equally fallen, being the prismatic pegasus Rainbow Dash and her lover Applejack. Both mares were held by their manes, completely unconscious and their clothes torn to shreds showing much of their voluptuous yet toned hourglass bodies.

Rainbow Dash had her white sleeveless top torn from the bottom area, exposing her D-cup breasts part of her blue areolas could be seen through the now completely useless blouse. Her tight shorts were so torn they looked like a black thong and her round butt exposed to the open air.

While Applejack only had her leather pants and boots destroyed exposing her thunder thighs and part of her bubble butt exposed, since her plaid shirt and bra were stripped from her body long ago, exposing her F cups.

Both mares also had battle damage around their bodies, Rainbow in particular had a bruise over her left eye and her teats had finger marks as if they were squeezed to get the non-existent milk out,similar bruises on Applejack's teats. With the addition of a bloody nose.

"Oh no... what did you do to them, you damn bug I swear-Ahh~!"

Tirek squeezes her alicorn's breasts more, preventing her from finishing.

“You should show me more respect bitch, as for your friends, they were a good warm-up but it was obvious that they wouldn't stand a chance against someone Who is leagues above them…”

Chrysalis takes Rainbow and places her on her shoulder, leaving the fat butt of the mare in front of everyone. The queen slaps Rainbow, leaving a bright red imprint on her blue cheek.

"That will teach this bitch to respect her superiors, she'll learn to keep her bitch mouth, or what do you think Twily? Should I give her a better punishment?", Chrysalis rests her cheek on rainbow rear and snakes her tongue out to dig into the unconscious mare fold.

“Yummy hahaha!”

Chrysalis sneers at Twilight, reflecting a look that says "what are you going to do?", Twilight clenches her teeth at seeing her friend harassed her like that, treating her like a cheap whore. She tries to use her magic but only insignificant sparks come out earning the ridicule of Tirek and Chrysalis. Twilight groans helplessly at not being able to do anything.

Tirek stops playing with her teats and places the mare's body in his big left hand, then takes the alicorn's body to his mouth, where Twilight's teats are in the proper position for the centaur to lick and suck on them.

“I thirst,” says the victorious stallion of huge horns.

“W-what? No!!!...Wait!!” Twilight begins to kick to try to free herself, one or the other blow manages to connect to Tirek's face but he doesn't flinch.

Tirek laughs at Twilight's defensive attempts and wasting no time, stick out his tongue and begins licking the purple mare's teats leaving them in a sticky, saliva-filled mess.

Twilight begins to growl, her tits being desecrated by her biggest enemy, using her body for her own pleasure as she can do nothing but watch as her breasts are licked and squeezed by this centaur.

Worst of all is little by little, her nipples were responding to Tirek's stimulation as was her pussy, Twilight went from growling and resisting to practically gasping, something very unworthy and humiliating for a princess like her.

How can she afford that? With the future ruler of Equestria, heroine and Element of Harmony stooping to be no more than a screaming whore, she can't let these evil beings get away with this

But unfortunately her efforts were still in vain since the centaur used his tongue and hands well to stimulate her tits correctly, Twilight had never had sexual relations, it is at this moment where she was experiencing this hidden pleasure that I had been hiding during all these years of frustration and loneliness.

And the disturbing thing is that her enemy was the one who was making her feel so good, she couldn't sink any lower.

“OHHH~!

“You hear that Tirek? the princess of harmony is enjoying it,” Chrysalis teases.

“Nyah~!!!, T-that's not true”

"Of course you are, just look at those stiff nipples they are more than ready to be taken care of, don't you think Tirek?"

The centaur takes the hint and stops licking to now suck both purple nipples into his mouth.

“OH FOR CELESTIA~!!!”

"Please, sucking hard he vacuums her tits leaving the purple whore dry..."

Chrysalis pauses for a moment and begins to sniff a peculiar scent, coming from Twilight who had her teeth clenched trying to avoid pleasuring these villains as her body swayed in Tirek's hand.
Chrysalis recognizes the scent and with an evil look looks at Twilight.

"Oh you dirty purple bitch, you're leaking"

Twilight's eyes widen, her juices beginning to seep all over Tirek's body. Twilight tried to close her legs but it was too late, the fluids from her pussy began to fall to the ground like a water leak.

"N-no, it's not true! I'm not that kind of mare", Twilight closes her eyes avoiding Chrysalis's mocking face.

“You are a dirty mare, you like to be dominated by a big and powerful stallion, I always knew you were nothing more than a needy mare, it was so obvious. Your kind just masturbates constantly imagining lewd situations”, Chrysalis, still with RD and AJ on her shoulder.

Approaches Twilight and penetrates her soaking wet pussy.

“Gyahh~!!”

“Change your mind yet?, this tastes even better”, Chrysalis says and begins to give the mare oral, thrusting her thick tongue through her needy tunnel.

Chrysalis's tongue begins to flutter around inside Twilight until it reaches her cervix making the princess squeal like a sow. Twilight began to squirm in pleasure at the feel of the queen's tongue dancing in her tunnel and stretching her walls and teasing each of her nerves. Twilight's vision began to blur as she felt the charge of pleasure the feeling of being used like a whore, defiling her voluptuous body by two enemies that she had once defeated.

And they were far from over.

Tirek stopped sucking and used his fingers to steady her tits and suck the milk from him. Both nipples were stuffed into the centaur's mouth again, Twilight's milk beginning to pour out of her breasts in large quantities as if she were a cow. Twilight assumes it's something from the Alicorn genes since she would explain why her teacher has huge tits. Either way, Tirek was the only one gaining from drinking that delicious purple mare's milk, Destroying her mental barriers trying to resist making her hope to be ruined by something much bigger soon.

Chrysalis for her part climbed onto her and with her fangs bared she plunged them into the upper part of Twilight's vagina who felt the two nubs of her's sinking into her soft skin, injecting a powerful aphrodisiac that made her moan with pleasure.

That was the last straw for Twilight, she arched back as her body received the dose of aphrodisiac taking her to pleasure nirvana spraying rivers of mare cum onto the queen's face who began lapping it up

"Finish quickly, Tirek, there is still work to do."

Tirek in response sucked Twilight's nipples more forcefully at which point she only moaned weakly. Her gaze was blurry and her trembling body was a sign of how well she was fairing.

Rarity watches the entire scene from the ground, helplessly groaning that she can't do anything more than watch her defeated friends get raped.

Chrysalis turns and looks at the white mare, the queen drops Rainbow to the ground like a dirty rag and approaches Rarity swaying her hips. The applause of her buttocks accompanied each step.

"Wow, are you still up for a fight?" Chrysalis uses her magic to destroy all of Rarity's clothing, leaving her pristine body naked to her.

"That's better, bitches like you don't deserve to wear clothes", Chrysalis kicks Rarity in the stomach, sending her flying a few meters away.

The mare spits up some blood onto the ground feeling the pain radiate from her stomach but before she can get up Chrysalis quickly teleports her and stomps on her right breast digging her heel into the jiggly meat, causing Rarity to scream.

The queen stands on top of Rarity triumphantly, hands on her hips.

"Muahaha!, I can't believe I lost to you fucking whores,and your stupid friendship magic, luckily it turned out to be useful for our revenge and now Equestria will be in chaos and you'll be there to see it"

Chrysalis further crushes Rarity's white chest as the mare begins to scream in pain as a white liquid oozes from her nipple coating the queen's feet.

"Wow...you never cease to amaze me, you are even more of whores than I thought, your bodies react well to this type of treatment... that gives me an idea", a smile formed from ear to ear forms on the queen's face and Rarity looks up at her in horror.

The ground shakes as two inert bodies fall right at the feet of Chrysalis. The queen smiles when she recognizes the bodies, being the remaining elements of harmony.

Fluttershy and Pinkie were panting with exhaustion, covered in second degree burns, exposing their voluptuous and desirable bodies for the taking leaving their clothes burne made a tattered mess.

Pinkie was panting on the floor, her boobs were exposed leaving her with only part of her sleeveless top and light blue bra that left little to the imagination as her boobs were barely being contained by the garment being a very generous F Cup almost. competing with the most beautiful mares in Equestria. Her bottom was only covered by her blue and white striped panties accompanied by a torn skirt exposing her fat bubble butt.

Pinkie's butt could easily compete with Chrysalis's as they were equal in size and they could clap both of their ass cheeks with just one move that would make any stallion gasped with excitement.

Chrysalis had to admit that she had a worthy rival in that department.

On the other hand, Fluttershy, if she has a body worthy of a porn actress and the state she was in, only made the queen horny when she saw the yellow mare's sexy body; Wide hips, big enough to have multiple kids, a fat bubbly ass, tits bigger than her head, a G cup rivaling Chrysalis, inverted nipples, an hourglass figure, thighs of thunder and a beautiful fuckable face.

All this accompanied by her dress practically burned to ashes leaving her almost naked, except for her pink panties with a cute bunny logo.

A sexy and perverted body for a mare that appears to be the holy and shy one. She was like the combination of the other 5 heroines into one mare, a waste of body and assets according to Chrysalis, a perfect body to be ruined.

The queen turns her gaze to the forest and in the distance Chrysalis sees a tall figure almost her size with curves in all the right places, pink fur and a red tower cutie mark on her flank. Her hair was a flowing light blue color that moved like Celestia and Luna's manes. Her eyes were yellow reflecting a pure evil as well as a body that would be the envy of the mares.

An hourglass figure, G+ cup tits being the mare with the biggest chest of all, a big butt that made Celestia, Pinkie, Fluttershy and Chrysalis look normal , in fact, the queen can hear that alicorn's cheeks clap. as well as watching her tits sway in slow motion, her hips wobble from side to side as she looks at the mares she just defeated with a triumphant smile.

The only thing this mare wears is a sheer silk dress fitted to her sexy and curvaceous figure, leaving nothing to the imagination.

"You were late Cozy, how did it go with these sluts?" Chrysalis points to the defeated mares.

Cozy Glow snaps her fingers and makes both mares appear in each of her hands, pulling their manes eliciting a squeal from both of them.

"Pretty easy, I have to say that this stupid bitch gave me trouble since she never shut up," Cozy knees Pinkie in the stomach, snapping her out of her trance.

The pink pony falls to the ground on her knees, clutching her stomach as Cozy mercilessly stomps her head onto the ground causing Pinkie's face to slam into the cold earth.
“Now you're not laughing like you used to, are you bitch?” Cozy scoffs as Pinkie tries to say something, however, her face was swallowing dirt so it was hard to hear her.

"On the other hand, this buttery mare, I felt a bit sorry, she put up a good fight all to avenge that idiot Discord but well, her stare had no effect, she lost the battle shortly after but she can be used for other things", Cozy looks at the Fluttershy's lewd body.

Fluttershy blushes and tries to break free of her but Cozy's grip is firm and she won't let go.

“How did it go with…oh, I see”, Cozy looks at the rest of the defeated heroines.

With Applejack and Rainbow Dash on the ground and badly hurt, Rarity under Chrysalis who kept squeezing milk out of her and lastly Twilight Sparkle being used like a cow by Tirek sucking milk out of her. Twilight's nipples were red as tomatoes and her pussy was a river of fluids due to Chrysalis's aphrodisiac. Twilight's indecent moans could be heard throughout the forest and perhaps all of Canterlot since by accident he activated the royal voice, therefore the few ponies that still had hope heard their defeated princess moan like a whore.

The villains dreamed of this moment to have each of the beloved heroes unable to defend themselves and at their mercy.

"Okay, we won this fight but now what are we going to do with these garbage bags?" Cozy glow points to Pinkie and Fluttershy.

Chrysalis grabs Rarity by her throat making her stand up, her boob was bruised from the queen's rough treatment leaving a foot sized bruise, her legs were shaky and her makeup was running from the tears.

"OHHHH I'M CUMMING!"

Twilight's scream was so loud it was likely heard throughout all of Canterlot, a sign that the ruler had fallen. Tirek leaves Twilight's nipples alone as he admires his masterpiece.

That while he licks the milk mustache that formed on his lips.

The centaur looks down at his hand where Twilightwith her eyes rolled into the back of her head, her tongue hanging obscenely to the side of her lips , marecum pouring out of and all over her cunt, her body was twitching slightly and her bruised tits were still squirting in leak.

Tirek smiles seeing her archenemy in a shameful and humiliating state. Basking in the glory of defeating her in body and mind with pleasure proving how much of a slut she was.

The giant stallion approaches his companions with Twilight in her hand and continues to suck on her lactating nipples, apparently becoming addicted to the mare's milk.

"ahhh!"

Cozy Glow laughs at Twilight and spits in her face causing the mare to flinch.

“She's a total bitch, and that was an element of harmony? Pathetic,” Cozy glow says.

"I don't blame them, after all, they have a very beautiful body. I was thinking of using them for a different purpose," Chrysalis wraps her arm around Rarity's neck who tries to wriggle away but the queen's grip keeps her in place.

Cozy looks at the queen with a perverted look, knowing what she's trying to say.

"I think I know what you're thinking, let's give them their eternal punishment, it's appropriate after all the time these sluts shoved their asses where they didn't belong"

Cozy, using her magic, lifts Pinkie into the air alongside summoning two floating dicks each a foot long pointed at the mare's exposed nipples.

"N-no, no please!"

Her pleas go unheard as Cozy makes the penises immediately penetrate her nipples causing Pinkie to cry out in pleasure Snapping her fingers cozy removed the talkative mare mouth.

"You see, it only takes one cock to turn them from heroes to cumsluts, I think it's time we use more I'm not completely satisfied yet… and just look at these breasts it would be a shame to let them go to waste"

Chrysalis grabs Rarity's breasts, squeezing them roughly, and then begins to play with them, swinging them as if she were juggling them .

"Grrr!!, take your hands off me you damn insect"

"Still resisting? it's useless bitch, your best weapon is in the hand of Tirek, squealing like the pig that she is, it will be easier and faster for you if you accept your destiny as a sex slave of our new empire”, Chrysalis squeezes Rarity's breasts harder squeezing milk that falls on the floor.

Seeing this, Tirek takes off Twilight for a moment.

"Don't waste that bitch's milk, I heard that the milk of the heroines is really effective against evil beings, as well as delicious... or so they told me in the tartarus and I think it's true I feel my body getting stronger the more I drink of this stupid bitch”, Tirek finishes saying and then goes back to doing what he's doing, sucking on the broken mare's teats.

Chrysalis just rolled her eyes as she continued to squeeze Rarity's tits until her hand traveled to the pristine mare's juice-lubricated pussy.

"aww... does someone need a little release?, I'll give you a hand bitch”

Chrysalis mocks her while her tongue runs all over Rarity's face who gathers enough courage to face the queen

“NO! Fuck off with your stupid proposal. I'd rather you kill me now than see your face for one more second and I'm sure my friends prefer the same"

Cozy glow hearing this walks over while still holding pinkie aloft leans over to help Chrysalis squeeze more milk out of Rarity using her enhanced strength to milk her with crushing force.

"That won't be your fate, it would be too good for you after everything you've put us through, no your new life will be as our toy, Rarity Cow hehehe..." Cozy glow continues to tease the mare while crushing her breasts.

Rarity looks at her with disappointment and hatred, she considered her a student of the friendship academy, she turned out to be a traitor, she fell so low for such an insignificant purpose.

"You!... How can you do this to us, Cozy?! We supported you, we welcomed you with open arms and this is how you pay us back?" Tears welled up in Rarity's eyes again.

"Wow, wow... listen, l was just using all of you, I chose my own path, just as you have", Cozy glow looks at Rarity without regret in her words, she really had a hard time analyzing what just listened.

Did they really lose? Why is nobody coming to help them? Things got out of control for the heroines of Equestria, and hopes were low, the fate of the Mane six is now in the hands of their enemies.

"Enough talk, it's time for you to live the first day of your new lives in my cave, from now on I will be your new master and you my personal slaves", Chrysalis licks Rarity's face until she introduces her tongue into the mare's mouth, invading her jaws and making her moan.

Cozy for her part takes care of her tits and with the same magic she enlarges Rarity's breasts reaching an E cup and shamelessly she begins to suck them while her hand travels to Rarity's pussy to fondle it.

Tirek, for his part, picks up the bodies of the mane six with his magic, Pinkie still had their penises on her breasts thrusting into her, her eyes rolling in the back of her head as her pussy spurted marecum.

After that the centaur uses his magic and takes the main six from the battlefield to their own personal hell.

Hours later

After the heroine's crushing defeat the villains had dragged the bruised and busty heroine's to their final resting place. The hive of the changeling queen's threw them in a cell devoid of any warmth and with little light, adding to their humiliation they still lacked any clothing after it had been ripped from them during the battle.

After the mares had been secured, both Tirek and Cozy made their way to deliver the news, that the reign of harmony and friendship would be coming to an end, that their greatest hero's lie was captured and that they would now submit to their rule. After the announcement many protests rose up, ponies that still had hope tried their best to fight back, only to be swiftly crushed and made to submit, soon anyone who had any fight left in them had either fled the country or was locked in a cell.

To further cement their rule, the duo released the villains, demons, and monsters that Equestria had locked away over the years as well as the companions they had made in Tartarus, driving the kingdom further into chaos.

The creatures after being freed scoured the landscapes of Equestria, capturing mare's and fillies for breeding stalks, even the CMC that went into hiding after their sister's crushing defeat, was found and dragged away to a horrible fate.

They were captured by a group of minotaurs who dragged them into the streets and ravaged their holes, the town of Ponyville watched as they we're broken and corrupted, their mind's eventually breaking leaving them a sluts that only wished to service cocks for the rest of their day's, their Bodies morphing to better accommodate monstrous cock's, Tirek's corruption granting them F cup breasts, large cloud soft asses and thick lips for Better mouth service.

Now they we're known as the "Cutie Mark Cumdumsters", Unlike many mare's the CMC retained one aspect of their past selves in wanting to help anyone they could. They would eagerly help and stud or monster in need of relief sucking and fucking anyone who would take them with pride, even after multiple pregnancys.

Soon most mares and fillies In Equestria shared the same fate as the CMC.

The stallions were used for similar plans, being experimented on, used for perverted and depraved purposes. Giving many of them hourglass figures and soft cushiony asses, the main drawback being their dick's were shrunk to nearly nothing and they we're banned form fucking any creature with a pussy.

Shining Armor was one of the first to be twisted by the villains, after sieging the crystal empire shining was captured and given a fat ass and wide hips that were quickly put to use, they gang raped him until his gaping ass was nearly prolapsed infront of his wife, turning the once proud guard captain turned prince into a femboy wanting to by fucked day and night by monster's he had helped capture and lock away in the past.

Meanwhile, back in Canterlot, the great princesses of Equestria were now, pilloried directly in the center of the city to be used as a public receptacle for everyone's semen.

Cozy Glow was in charge of dealing out their punishment, she called upon any monsters or villains wanting revenge on the former ruler's. It didn't take long for the city to be filled with them, leaving the naked princess to look at the rapidly growing crowd with fear.

All of their holes were used by the legion of monsters and villains, who wasted no time on enjoying every second of their revenge on the royal duo.

However Chrysalis had other plans she was going to use the defeated heroes for her revenge she couldn't wait.

Inside the cell were Rarity and the rest of her friends who had just woken up from the brutal beating they had received. The girls felt the ravages of the battle, causing moans of pain, Twilight woke up with a terrible pain in her breasts and nipples, she still remembered how Tirek played with her breasts and sucked her milk as if she were a cow.

The princess of friendship looks at her cleavage and manages to recognize the imprint that will undoubtedly take time to remove and remembering Twilight as she was used as a mere sex toy by the strong centaur, she also realized that her magic had been sucked out, as no spark from her horn came out as she tried to escape her prison, the same with her friends' wings and horns.

The rest had not fared any better since they had also been humiliated and stripped naked by their enemies, taking advantage of their bodies and using their strongest weapon "Friendship" against them and they had failed.

Rarity, who had witnessed how each of her friends had fallen, tells them what happened before they were knocked unconscious, such as Equestria would now be in the hands of the trio of villains and adding insult to injury, Chrysalis had taunted them Discord's death telling in great detail how he murdered him.

This unfortunate news left everyone shocked, especially Fluttershy due to the death of his best friend. Fluttershy begins to shed tears until she falls to the ground crying uncontrollably, Rarity approaches her and hugs her between her bare breasts to try to comfort her.

"Curse them!!" Rainbow dash yelled, throwing a fist to the ground leaving a small hole.

"How could this have happened? Those bastards got away with it, they humiliated us and now who knows what they have planned for us, we have to do something", Rainbow directs her gaze to Twilight.

Twilight just ducks her head.

"Twilight? We're going to do something, right?"

"Not this time Rainbow... I'm sorry to say it but we're useless now, Tirek took my magic, and yours too"

"You must be kidding Twilight, we are the elements of harmony, we can't end up like this," Rarity chimes in.

"I really want to do something right now but they used our teachings against us to win the battle, they had everything planned, besides, even if we were able to, Tirek is still too powerful for us, Cozy Glow has Discord's powers and Chrysalis too, we just don't stand a chance right now... it's all going to depend on Cadence and my brother, I just hope they haven't been captured yet”

The Mane Six bow their heads and as much as they want to see the bright side of things, Twilight is right, the last hope is in the Crystal empire, so now all they can do is just wait.

Rarity, still with fluttershy leaning on her breasts and feeling the gloomy and sad environment, tries to say something but before doing so, the cell made of green liquid breaks, revealing Queen Chrysalis in all her splendor.

The girls get into an attack position but only manage to get a giggle from the queen.

“Are they really going to try it?”

No response from the fallen elements, just an intense glare of hate.

"Well, you asked for it."

In a swift movement the queen charges against the mane six; She first went at Rainbow Dash and Applejack giving them a strong blow to the stomach, leaving them on the ground in an instant and sobbing in pain. Pinkie Pie went after Chrysalis to catch her but the queen was more cunning and she teleported behind the pink mare.

Pinkie reacts too late as Chrysalis's hands fall on her breasts and she begins to squeeze them hard, Chrysalis doesn't stop there and with her long tongue invades Pinkie's mouth and with her magic begins to massage her clit.

Pinkie's nipples begin to get hard from the stimulation the queen was providing. The remaining mares only watch as her friend is being raped, listening to her moans of pleasure.

Twilight can't take it anymore and pounces on Chrysalis.

"Leave her alone!"

Chrysalis hears Twilight approaching but before letting go ahead makes pinkie cum leaving her a drooling mess.

"GAHH!" Pinkie lets out a guttural moan, satisfying the queen who, without any mercy, throws her against the wall and remains still to receive her next opponent.

Twilight lands a hard right hook to Chrysalis's voluptuous chest Making them lightly sway.

The Princess is shocked and turns to see the queen with her triumphant and mocking face. Twilight swallows and without her being able to react, Chrysalis knees her in the stomach, leaving her breathless falling to her knees with her arms on her stomach.

The queen turns to see Rarity and Fluttershy who were hugging each other so tightly that their breasts were crushed together like a sexy sandwich leaving a very leering sight for the queen who licked her lips at the startled busty mares who blushed when they saw the evil intentions of their enemy.

"You guys better not do anything or meet a similar fate to these whores."

"Wh-what did you want?, damn witch," Twilight says from the ground.

"I only came to see your faces after defeating you, you can't imagine how much I waited for this day Twilight Sparkle, this is all you put me through..." Chrysalis takes Twilight by her hair and lifts her up as if she weighs nothing, leaving her at a small distance from her face. Due to the substantial difference in heights, the queen had exceeded the height of Celestia by two heads, so the Mane six looked like foals in comparison.

"Also, I must thank you for your lessons because if you were right about the magic of friendship its strong when you are surrounded by beings who think the same as you, thanks to that we succeeded in defeating you", Chrysalis licks Twilight's face.

"Delicious"

“I wouldn't sing victory, witch!” Rarity yells.

Chrysalis looks at the mare still hugging Fluttershy. "Twilight told us that Cadence and her brother have a plan to take them down, so it's only a matter of time before this ends." Said Rarity defiantly.

The queen looks at Twilight who smiles at her friend's words, there was still hope in them, something the queen would soon take away from them.

"Shining Armor? Cadence? Those stupid weaklings are being gang raped in the central square of Crystal Empire. Cozy Glow took it upon themselves to give them a punishment that they will never get out of without a dick in one of their holes. Did they really think they were going to come to rescue them? How innocent they are", taunts chrysalis.

"Though you may be right, somepony might find a way to put an end to my plans, but before that happens, I still have to complete my revenge against you fucking whores."

That shook the group.

"What are you going to do now? We don't have anything else you can take from us,” Rarity says.

Chrysalis looks at the bodies of the mane six, the queen undoubtedly enjoyed the sight of what she saw before the loot she won, she had in front of her six beautiful and well-sculpted mares with voluptuous bodies with big tits and plush buttocks, obviously some have better body than others like Rainbow Dash who, even having a generous chest and big butt, paled next to her friends but nothing that the queen couldn't solve.

"There's still something to take away from you, something that will make my army of changelings go back to what it was before... and you have just what I need," Chrysalis grabs Twilight's mane and begins to drag her along.

"I'll start with you princess, you better be prepared for what awaits you", Chrysalis licks her lips already thinking about the most perverse things she is going to do to Twilight.

The Mane Six start yelling at Chrysalis to stop, but the princess intervenes.

"No girls... stay together, I'll be fine, don't lose hope, everything will be fine"

"I hope you say the same when I'm done with you my dear Twilight, HAHAHA!!"

With a mocking laugh, Chrysalis locks the 5 of her friends back in the prison cell , taking Twilight with her, to an uncertain fate.

"Oh no, she took Twilight, what are we going to do now?" Fluttershy says looking at Rarity.

"I... I don't know, dear, we can only trust what Twilight said."

Silence is heard again in the cell, Rainbow and Applejack gradually recover from Chrysalis's strong blow, leaving a bruise on their stomachs, both mares still reeling from the pain while Pinkie regains consciousness after the strong blow of pleasure you received.

The mares look at each other and in a group hug they hope that everything goes well.

Many Hours later

The five mares were still waiting for the rescue... nothing happened. Rainbow Dash was pacing up and down, Pinkie was trying to cheer Fluttershy up, and Applejack was sitting with her arms crossed under her huge breasts.

"Is something wrong, Applejack?" Rarity asks.

"This gives me a bad feeling, Rarity, I kept thinking about what Chrysalis said," Applejack says worried.

"Regarding what?"

"About what she said about her army, that we have what it takes to bring them back... I don't know about you but I worries about what she might be doing to Twilight right now."

"You don't think she's using her for… that"

"Maybe, I just hope I'm wrong because otherwise, we wouldn't be just simple slaves of a queen but something much worse"

As soon as the sentence finishes the cell opens again and what the girls saw left them more than confused since before their eyes they saw a dozen naked changelings and bigger than them, even as tall as Princess Celestia with a beefy appearance with a full six pack and broad shoulders looking at the mares as if they were mere pieces of meat.

"What the hell?! The changelings returned but how??" Rainbow Dash claimed.

The group of Changelings enters the cell, immediately the cell was filled with these dark creatures surrounding the busty mares who became nervous seeing that they were outnumbered.

"What do you want?" Rarity says but she doesn't get an answer.

The changelings looked at the mares enjoying the sight of their naked bodies, the heroines also felt how they devoured them with their perverted looks which annoyed them and they covered themselves with their hands, wings and in the case of Applejack her hat, her most prominent assets as the tits and the pussy.

It went on like this until all her eyes were on the prismatic mare. The changeling leading the group smiles cheekily as he looks up and down the mare's shapely body; With D-Cup tits big enough to put a cock between those breasts and fuck them, a nice round plush ass that could clap as the mare moved, and an hourglass body with wide hips for childbearing and unusual coloring. Her Multicolored hair and arrogant attitude made her the first one to be selected by the group of these strong insects.

The leader points his finger at Rainbow who is left confused.

"What are you doing, idiot?" The tsundere mare says annoyed at the insect.

"You, mare, come with us," the changeling says in a mocking tone.

"No way! I would never go with a piece of shit like you, you would have to defeat me for that to happen.

The group laughs at her, causing to blush and scowl at them.

"You asked for it, I don't care how strong and muscular you look now, I've already kicked the ass of loads of you," Rainbow charges at the changeling, hitting him hard in the face with all her might, barely moving him a little.

The mare is surprised seeing the changeling easily take her punch, the changeling takes her arm and bends it behind her back. Before Rainbow Dash could say things in a language highly forbidden to children, a hand from another Changeling takes Rainbow's left breast and begins to squeeze hard, playing with her nipple along the way.

"You finish? Alright, let's go guys"

“LET ME GOOOOHH!~” An involuntary moan escaped Dash's mouth causing cheers from the group.

"Let her go!" Applejack runs to save her friend but it only took one powerful Changeling who grabbed her by the neck and pinned her to the ground with her ass up and her face down.

The changeling paused to admire the scenery, a gleaming fat orange behind prostrated before him. Without warning, he placed his hands on Applejack's cheeks and began squeezing the mare's buttocks. The changeling sneered at the feel of the farm girl's soft rear, his hands literally sinking into Applejack's supple flesh, who blushed as she felt used by this bug.

"Get your dirty hands off there, you pervert."

The changeling wouldn't listen and began to play with Applejack's buttocks moving from side to side making his jiggly rear shake giving the rest of group the changeling a show causing them to applause resounding in the cell. This made Applejack turn red, spilling what little of his patience was left.

He tried to kick the changeling but it dodged, moving away from the mare's rear.

"Hehe, what a nice ass you have there, mare, you'll be next but for now we'll have fun with your friend", The changeling leaves to join the group, taking Rainbow with them.

When they left, the Mane six or what's left of them can still hear Rainbow Dash's groans in the distance.

"Oh my Celestia… I was right, they will use us as broodmares", Applejack gets up from the ground trembling. She looks down at his fat ass and sees the marks the changeling left on her cheeks.

“That guy squeezed me so hard that he left his mark, how come they are so strong now? I couldn't even handle one of them"

“I don't know, dear, but I don't want to become a bug breeding mare,” Rarity says worriedly.

"I know, but now we can't do anything, you already saw how easily they detained me, we can only wait for help..."

“What if we are next?” Pinky asks.

Applejack thought about it for a moment, she wanted to give them some kind of hope to the girls but who was she kidding she had to be honest about the situation.

“The only thing left for us to do is resist…”

Many Many Hours Later…

As time passed, one by one they left the cell, leaving Rarity alone.

She could not bear the departure of each one of her friends, without a doubt the most difficult farewell was that of Fluttershy. The shy busty pony is still not over Discord's death and when it was finally her turn, Rarity begged the changelings to take her in her place but the bugs ignored her and pushed her aside to take Fluttershy with them.

The last thing she heard from Fluttershy was: "Don't worry Rarity… I'll be fine"

And now alone, sobbing, naked and without magic, she waited a long time for her turn from her, a time that took longer than expected. She didn't know if hours or days had passed due to the type of cell in which they were locked up.

Rarity's eyes were red after so much crying, she remembered her younger sister and her family, hoping they were okay and that they would forgive her for losing and letting Equestria sink into depravity.

After all that time, the cell was opened and the changelings entered to collect the last heroine.

"Okay mare, let's do this quickly, the queen is waiting for you", Says a Changeling.

Unlike her friends of hers who put up a bit of a fight, Rarity didn't give any reply, she simply approached the group of changelings who rejoiced when they saw her boobs bounce happily, licking their lips.

"What a nice piece of meat", the changeling smacked Rarity's assmaking her flinch.

"It's time for you to meet your friends, sweetness," The changeling still with his hand on Rarity's fat ass, begins to drag her toward the queen's chambers.

While they were walking the mare she remembered how the cave was before, empty without any hint of life in it but now she was surprised by the amount of insects in the cave. On every side that Rarity looked at, there were at least a dozen changelings who noticed her presence, eyeing her longingly.

Rarity remembered Applejack's words, about them being used as broodmares and indeed she was right, just thinking that her friends from her were being used for these horrendous purposes terrified her.

Her thoughts were interrupted when another hand began groping her other bare cheek, now two changelings squeezing the butt, enjoying the body of the mare.

“That's a nice ass you have here,” says the changeling.

"Shut up you bastard and don't touch me", Rarity says angrily trying to avoid making eye contact with her captors.

"You're in no position to tell us what to do, bitch," the two changelings squeeze their hands sinking into Rarity's rear of her causing the mare to groan.

The group gathers around her, stopping for a moment along the way. Immediately a whole crowd gathered around Rarity making her nervous.

In no time at all, multiple hands were pawing at Rarity's body; Tits, butt, pussy, stomach, face, anything they could reach on the mare was pawed at by the insects that wanted a piece of her.

The mare began to notice how they were getting wilder with their groping, her teats of her were being squeezed with such force that it made Rarity moan in pain.

"ARRRGH!!!, ENOUGH! YOUR HURTING ME!"

After screaming, our mare fell to the ground on her knees, now being at the height of the crotch of the changelings who looked at her angrily.

"Damn, I can't take it anymore!" A changeling says, leaving the mare confused until her head turns now staring at a huge green, thick cock dangling between the insect's legs, starting to point at her dripping a green substance.

And it wasn't only him, everyone around Rarity was "losing control" of their bodies from her after seeing and being so close to the whorish mare, following their most primal instincts. Quickly Rarity was surrounded by green cocks making her swallow hard for what she was about to go through.

Rarity looked closely at the green pods and realized that they weren't erect yet, so in some way, the changelings were trying to control themselves.

"We won't be able to resist much longer... the queen ordered us not to touch you but it's impossible... the urge is too strong ..." The changeling placed his hands on his head as did his brothers.

Rarity was shocked as she saw the green cocks rise like the morning sun , little by little, the masts were reaching ridiculous levels of size going from 5 inches to 6...7...8...9...10 inches and counting.

Rarity panicked now being surrounded by big, thick, veiny cocks the size of her arm and pointed at her as if they were accusing her of something.

They would definitely break it if they fucked her .

The changelings gradually calmed down until they regained their composure. They looked at her prey and now all eyes were on the white and scare mare.

"Okay... now a housewarming gift..." The changeling placed his penis to the side of Rarity's face and began to masturbate shamelessly.

This disgusting act caused Rarity to look at him in disgust, another of her brothers approached and did the same while the others followed the example of him masturbating around the mare that she was slow to realize what they would do to her.

A cock had pricked Rarity's cheek.

"OH YEAH!! I'M GETTING CLOSER, open your fucking whore mouth,” the changeling yelled.

"What?... NO! Fuck you."

SLAP!

A strong blow to the cheek made her stay still for a moment, she turned around slowly until she saw where the blow came from and to her disgust and surprise she saw that it came from the changeling's cock, who without hesitation he slapped her again with his bitch breaker leaving a bruise on her cheek.

"Enough please, I will... I will do it , just don't hurt me", Rarity resigned herself and opened her jaws.

"Good mare, now stick out your tongue, I want to see your best side as the vile whore that you are"

Rarity complied and stuck her tongue out showing an undignified image that stood in stark contrast to the usually fabulous and refined mare that she was.

"That's how I like it... Sit there while we cover you with our love ."

He barely finished saying that before, a green rain covered Rarity. semen attacked her from all angles covering her pristine body in a sticky green color. Her tits soon began to be bathed in rivers of the changelings making sure she was well covered with the musky liquid, her mane was also a mess feeling sticky.

One of Rarity's eyes was closed as she felt semen fall on her face, her mouth was quickly flooded with semen causing Rarity to choke and gargle with the semen received by these strong insects.

“DON'T PLAY WITH OUR LOAD WHORE, I WANT TO SEE HOW YOU ENJOY OUR WELCOME GIFT!!”, orders the changeling.

With no other choice and a tear running down her face, Rarity closes her eyes as she begins to chew the sticky liquid that filled her cheeks like a squirrel and the semen continued to rained down , creating a puddle around the mare that was very difficult to see any of her white fur beneath the healthy coating of emerald cream.

The baby batter didn't taste bad, it was rather salty though, a detail rarity disliked as she was forced to swallow more load to avoid further punishment

"Gargle and then swallow"

With no other alternative, she obeyed , Rarity wanted to vomit, She wanted to run away, take several showers and forget this ever happened but she knew what would happen if she stopped, they would do much worse things to her. In one quick gulp the semen went down her throat, a large bulge was seen in Rarity's windpipe causing her to clog.

Rarity couldn't take it anymore her stomach was nearly full she tried to swallow and almost ejected it, she had to put her hands over her mouth to keep from vomiting up her creamy dinner.

She tried to swallow again this time, slowly until her mouth was empty.

“Open your mouth,” the changeling said.

Rarity nods and opens her clean jaws, pleasing all the changelings who laughed at her, humiliating her and treating her like a whore.

"That's enough, get up and let's go", the moment he said that, the rain of semen that was falling on Rarity stopped, leaving her in a sticky mess, her face was covered in semen and smudged makeup.

"Liar... you said that your queen ordered you not to do anything to me", Rarity says as she wipes the rest of the cum from her face.

"That's what I did, we didn't rape the most important parts, you're still pure…for now", taunt changeling.

Rarity growls at that comment.

"Besides, I don't think I'd tell the difference, semen matches your coat color"

The crowd laughed in unison as Rarity glared at the insect as they continued on their way to the throne but before she could take any more steps two hands landed on her fat behind again, squeezing hungrily.

“It's to keep your fat ass from making noise, it's annoying,” the changeling sneers.

When they reached the doors that looked more like two large slimy green curtains and behind those curtains guttural moans, whippings and blows of flesh against flesh are heard, clearly giving a mental image of what is happening in there.

“Ready to see your friends?”

Rarity swallows, she already had an idea of what might be going on in there.

"Okay, let's go inside," the changelings pulled back the slimy curtains light shining through the open curtain temporarily blinding Rarity and the group, until the image cleared up and what she saw broke her heart...

There were hundreds, no, thousands of changelings gathered in the huge throne room, it was so big and spacious that two large dragons could easily fit inside without a doubt, in fact this cave could be a dragon's cave and Chrysalis just used it for her own purposes… malevolent.

The number of Changelings was incalculable, there would easily be entire battalions ready to overthrow all the kingdoms in Equestria, all the insects were big, strong and virile, not even the most powerful unicorns would stand a chance.

Those thoughts were pushed into the back of her mind as rarity got to see what befell her friends, each being used as mere objects to satisfy the hive's sexual urges.

Rarity had mentally prepared herself for this scenario but she never thought it would be so horrible.

“Hehe, they still have fun with them, they haven't stopped fucking with them since Twilight stepped into the queen's chambers. Now walk mare”, the changeling pushes Rarity and as if on purpose they make her walk slowly to look at what the army is doing to her friends.

Rarity's pain intensified when she saw her friends surrounded by hundreds and hundreds of changelings who had no mercy on any of her holes, they had the queen's permission to break them and turn them into complete nymphomaniacs addicted to semen and milk.

The first one she saw was Rainbow Dash who was on her back on top of a changeling who was fucking her ass and another one on top of her greedily fucking her pussy giving quick thrusts without any mercy.

The previously athletic mare showed a big change from her body; her D Cup tits had grown to an E Cup while her nipples were being fucked by two changelings who couldn't waittheir turn. Her stomach was swollen the size of a beach ball, no doubt these insects had impregnated her with their offspring, her body became more curvaceous leaving behind that athletic appearance she had to give her a MILF appearance with wide hips, thunder thighs and much bigger and softer ass.

The ideal body for breeding changelings.

Rainbow's jaws were also invaded by two huge cocks, penetrating her mouth fighting to see who would get her hole while with her hands she served two other changelings, masturbating them quickly so that they cum all over her body.

as soon as two of them withdrew more took their place, Rainbow takes the new cocks in her hands to start masturbating them again.

Rarity could only hear the guttural moans of her friend as she is invaded by the multitude of cocks destroying her holes, she thought about what happened a few moments ago and she can't imagine what Rainbow must be suffering.

Before she can take a step in Chrysalis's direction. A cry of pleasure came from Dash and something inside her stomach began to move desperately to get out.

"Her water broke, step aside" the changeling who was fucking Rainbow Dash's tits pushed the one in the mare's pussy but never stopped her thrusts.

Neither did the others, the changelings kept fucking her holes, they didn't care that Rainbow was giving birth, they kept fucking her without stopping, not even giving her a break to rest, they only cared about her own pleasure.

And judging by the situation, it wasn't the first time, they had done this hundreds of times, at first Rainbow Dash begged them for mercy, to give her at least five minutes to give birth to her baby and then fuck her again without sense.

They fucked her while giving birth causing the pleasure and pain in Rainbow's body to peak, her mind slowly began to fry, she had cum hundreds of times, she wasn't even in control of her actions anymore, she now only knows The words "Fuck me" stuck in her mind.

After giving birth hundreds of times, Rainbow Dash's mind was shattered when she gave birth to her eleventh calf, after that, time for her was non-existent, she was only interested in being fucked harder and harder, no matter what, now she was just a pathetic MILF mare, her body belongs to the changelings and they will do what they want with it.

Rarity watches as her friend's pussy pokes out the head of a little changeling, if this were a normal circumstance Rarity would find it adorable but now she only makes it more disturbing since Rainbow is being fucked while she is giving birth.

Her vagina practically gaped open to absurd levels, she could give birth to a baby while a cock is still fucking her pussy at the same time. Rarity doesn't know what exactly was done to Rainbow's body but the changes were not limited to the outside but also to the inside.

All with the sole purpose of continuing the sexual punishment of the heroines, unbridled sex without rest.

"Push harder bitch, the baby is almost out"

The changeling slaps Rainbow across the tits, causing her to flinch.

The mare, clearly exhausted , gives her all, making the calf come out of the hole gaping at her.

When the baby fell to the ground, it immediately opened its eyes and managed to stand on two legs, the creature then began to grow to the size of the other changelings, giving it the same appearance as its brothers.

The newborn changeling high-fives the rest of his family as a friendly greeting and as a gift they offer him the available pussy of her prismatic mother who is still being fucked by her older brothers brutally fucking the rest of her holes. The newborn accepts the offer and without wasting time and with the intention of satisfying his hunger for some maternal love, he pounces on Rainbow Dash and starts fucking her brains out and impregnating her with her offspring.

The worst thing is that Rainbow has been in the same position the whole time and she never saw any of her newborn children, only their cocks and it's the only thing she will see for the rest of her life.

Rarity felt that something was wrong, as far as she knows it is impossible for a changeling child to grow so fast, is it something new from this new generation of changelings? Rarity didn't know it but whatever Chrysalis did it made her army practically infinite as long as there were pussies available.

Rarity walks away from Rainbow Dash, the last thing she sees of her is her rainbow tail as a huge pile of black bodies falls on top of her, burying her.

The poor Pegasus mare just moans from exhaustion and hopes to remain conscious to please all of her children, although she doesn't rule out that she's still asleep, they're fucking her like there's no tomorrow.

Rarity looks away from her as she is forced to move on and her tears spill from her because she can't do anything to help.

"That mare is a whore, I was one of her firstborn, they should have seen the queen turn her into a silly mare and we all fuck her into what she is now, but don't worry, it's your turn soon." The changeling laughs at Rarity.

Rarity just taunted him and went her way. She looked around her only to find the rest of her friends being raped by hundreds and hundreds of changelings who had no mercy on her holes.

Rarity out of the corner of her eye saw Applejack being picked up by a changeling fucking in her lap as her buttocks clapped happily, moaning like a cheap whore.

Another Changeling wasted no time in going straight for her free ass. Offering no resistance, he roughly fucked the peasant mare's rear making her moan louder making all the changelings around her hear her.

However, the crowd was large and impatient, they had no patience to wait their turn, especially newborns, luckily the enhanced bodies of the Mane Six offered the possibility of putting more than one cock in each of their holes.

And some brave changelings accompanied her brother who continued sodomizing Applejack's ass.

"Do you mind if I join?"

The changeling didn't care and made enough space for both of them to have some of the former fallen heroine.

Applejack began to squeal with pleasure as if she were one of the pigs she loved so much on her farm but her screams were silenced as two juicy cocks invaded her jaws, making her gurgle as all the changelings fucked her holes at the same time.

Rarity turned to see Pinkie Pie in triple anal nelson with a changeling behind her lifting her up to her chest with her cock in her ass along with two others who wasted no time stretching the mare's already loose hole pink.

Pinkie's face said it all, her teeth grinding from the pain the changelings were inflicting on her bottom.

Her pussy was still available though, so another Changeling took the opportunity to plug up that gaping hole due to the many times Pinkie gave birth, Rarity could no longer see because the Changeling blocked her view, all she heard was to the bitch Her friend's moans tore from her and she saw a group of changelings gather around her.

Fluttershy being torn apart by multiple green rods destroying her pussy and her ass at the same time, easily three in each hole, all you can see and hear of her is her spread legs and her slutty moans.

The surrounding changelings performed a bukkake on her, bathing him in a thick green cloak that covered the voluptuous body of the yellow mare.

Her big ass applause was still heard throughout the cave, the changelings having no intention of stopping using it as her personal dumping ground.

Rarity's tour finally ended by arriving with Chrysalis and to her misfortune she found two surprises; The first is that Twilight was also found there, besides she was also still on her side Starlight Glimmer completely broken and pregnant with triplets with F cup tits lactating milk and her holes dripping sperm on the floor forming a small puddle.

The second surprise is that Chrysalis had…a dick.

Chrysalis presented herself to Rarity on her back, her huge black bottom jerking as she pinned Twilight to the floor in a mating press position with her heavy balls colliding with Twilight's bubble butt turning fiery red.

Twilight's legs spread wide for the queen giving her free access to her pussy as she moaned in need.

"OHHH!, OHH!!, OHH YES!! MORE HARDER MY QUEEN!!"

Rarity was surprised by the undignified language of a lady like Twilight, also that she has addressed Chrysalis as "Queen".

Her queen, a clear sign that she had surrendered to the enemy giving herself body and soul. However, at this point the princess cared little, she could only think about fucking and being useful in her new life.

"My queen, we brought you the last bearer of the elements of harm-..."

"Wait five minutes, will you? I'm not done with this slut yet," Chrysalis says without indignation, turning to look at her children as she continues to plow Twilight's cum-filled pussy.

"You like this, don't you bitch? I'll make your pussy mold to my cock and breed you as many times as I want until you're an absolute mess, an unrecognizable version of yourself who only thinks of cocks and giving birth young and strong babies for all eternity," Chrysalis leans her body further, slowly crushing Twilight's petite frame as more of his cock sinks into her slamming repeatedly into her womb.

"Ahhh~, Yes!!!, Yes!!!, I want you to fuck me!!! I'm all yours queen!!!"

After a few moments, Chrysalis drops her entire body burying her entire length in Twilight's loose cunt releasing a huge load into the princess's overused uterus who gives a loud moan of pleasure. The teats of both mares knead together and the queen lets out a laugh of victory over her old enemy who is now nothing more than a set of holes that she can use whenever she pleases.

When Chrysalis finishes releasing her load little by little she begins to rise , the enormous length inside of Twilight begins to come out slowly, Rarity's eyes turned to pricks, the cock had not yet come out of her friend's pussy, so her legs started to tremble at the length of Chrysalis "Thing".

When she came out of Twilight's cunt with a loud "PLUP!" Rarity notice that the queen's dick is noticeably bigger than her sons' by quite a bit, easily a "Marebreaker" that could subdue any mare and turn her into a penis-addicted nymphomaniac and that showed when looking at Twilight's gaping pussy dripping loads of semen.

"Whew~... that was amazing, your pussy feels as good as the first time TwiSlutt", Chrysalis wipes the sweat from her face and looks down to see the poor mare's comatose state.

Twilight had her eyes rolling on top of her head and her tongue hanging out on the side of her face while the rest of her body was covered in green cum and her tits were lactating breast milk, her shaky legs spread wide showing her creamy pussy.

"I like this new image of you, a representation of what you really are, a stupid mare that everyone wants to fuck."

No response from Twilight.

"Coff… Coff… your majesty?"

Chrysalis turns and smiles when she sees that her children brought fresh meat.

"Oh you brought the best for last," Chrysalis approaches Rarity who immediately flusters upon seeing the imposing mare.

If Chrysalis was already dangerous, Rarity was more intimidated when by mere instinct her eyes traveled to the queen's crotch, dragging such a green monster between her legs.

This did not go unnoticed by Chrysalis who stood right in front of the fashionista mare taking her by the chin.

"See something you like, dear?" She says her in a mocking tone.

Rarity tries to pull away from the queen's grasp, facing her.

"You…fucking monster…you can't do this to us!!!"

"Of course I can do it, must I remind you that all of you are my trophies now and this is your punishment for everything you put me through…"

Chrysalis takes one of Rarity's breasts with her hand and begins to squeeze it roughly.

"Argh!!"

"So soft…"

Chrysalis admires Rarity's sexy body, licking her lips, something that made the mare uncomfortable.

"You will definitely be the perfect broodmare, you will become a breeding sow just like your friends", Chrysalis without wasting time takes Rarity by the mane and leads her to where Twilight and Starlight are.

"LET ME GO, WITCH!!" Rarity tries to break free of her strong grip but Chrysalis's applied force only makes her hurt more.

Chrysalis seeing Twilight and Starlight makes a sneer.

"Yuk! Guys get these two out of my sight and make sure they still give me enough hatchlings for the next generation." The queen snaps her fingers and all the changelings cheer at the order given.

They happily take the inert bodies of the heroines, taking them to the rest of the mares being brutally raped, sharing the same fate. As soon as they took them away, they wasted no time in filling all of Twilight's holes and Starlight as they both started moaning like the horny sluts they really are.

Starlight was put in a doggy position and quickly her holes were covered with one on top of her back fucking her ass, another slipped under Starlight fucking her creamy pussy, the mare's tits were in front of the changeling who didn't hesitate to feed on her milk and the last changeling roughly grabbed the mare's face and began fucking her as a crowd of Changelings gathered around her waiting their turn.

Twilight on the other hand was in the same position as Rainbow Dash. The changelings, without giving the princess a chance to rest, crowded around her fucking any available hole.

Her tits, pussy, ass, mouth and even her ears were penetrated by big thick green cocks, silencing the former heroine who failed in her duty as ruler and this was the proper punishment for failing Equestria.

"Okay, with no one else to bother us... it's time to take the last element of harmony and add it to my collection of breeding mares," Chrysalis sat up and pulled Rarity onto her lap while she was trapped between the two huge tits of Futa mare, suffocating Rarity a bit.

But that would be merciful punishment for what was about to happen as fear once again gripped Rarity as the queen's massive length began to get a raging boner from the fashionista mare's voluptuous body. The huge cock nestled perfectly between Rarity's mounds until it touched the tip of her nose. Rarity swallowed hard and couldn't stop thinking about how "it" was inside Twilight's pussy, worse still, that "it" managed to break her friend.

“Very good dear, fucking Twilight only made me hungrier than before. I hope you can ease my hunger for love with your holes,” Chrysalis grabs Rarity's tits, using them as a means of masturbation for her thick, veiny rod.

Rarity felt her veins throb through her tits as they were crushed by Chrysalis. A long, thick tongue rolled down Rarity's neck until it reached her face and licked her side, the mare only made a disgusted face.

“Your breasts feel incredibly soft…the texture is like a marshmallow and the size is perfect to feed your milk to my young,” a lick of Rarity's face made the mare shiver.

“Urgh! bastard… I would rather die than become a broodmare”, Rarity begins to panic and begins to move from side to side but a strong squeeze to her breasts that left a worrying mark, made her stop.

Instead of foolishly fucking the mare senselessly, Chrysalis came up with an evil idea that brought a smile from ear to ear to her face.

"So? well, how about I propose a deal that could save you and your dear friends.”

"R-really?!"

"Yes, look, we'll do this, if you can empty my balls , I'll set them free and restore their minds after being fucked by my children for so long."

Rarity was thoughtful for a moment, on the one hand she knew that this was just a dirty game on the part of the queen just to give her false hope but a look at her friends being brutally raped by countless multitudes of changelings, left Rarity without many options.

"You promise, it's not a trick, right?"

A pinch to her nipples that little by little we're getting hard takes her out of her concentration.

“You have my word. Now, would you mind tending my boner with your tits?”

Resigned, Rarity sighed and positioned herself between the queen's legs, placing her hands on those soft and juicy dark thighs.

Chrysalis's cock formed a shadow above Rarity causing her to swallow. The white mare takes her tits coiling his cock between them, despite having a good cup size, Chrysalis's cock was so freakishly large that half the green length was visible above Rarity's.

"Good girl, now start pleasing me, marshmallow."

Outraged by the nickname but with nothing else to do, Rarity rocks her mounds up and down while Chrysalis sits back quietly letting the mare do all the work.

“I love a mare's tits, they're so soft and yours really are the best, it just makes my dick hard when you massage it like that,” Chrysalis teases.

“S-shut up! Just get it over with, will you?"

Rarity presses her breasts further into Chrysalis's cock, managing to feel the veins pulsing that made her realize that she would cum soon. After a few minutes, Chrysalis blow's her load on Rarity's tits smearing her thick cum on the pristine mare's mounds, ruining her face with makeup, leaving her a glowing emerald than she already was.

Rarity couldn't help but blush at the sticky load between her breasts. She felt violated letting herself be used in this way and this would only be the beginning when Chrysalis with her magic separated her from her to place her between her lap and between the huge tits of the Insect queen.

"I won't let you rest, you still haven't finished the job bitch"

Rarity felt confused but when she looked at the cock that she had tended to before she got erect and rock hard again, she understood why.

Chrysalis lifts Rarity off her thighs and aligns her on the tip of her cock.

"Ready for your defeat?"

The mare swallowed, she knew that cock could drive her crazy but she couldn't give up. She had to give her friends hope.

"I-in your dreams, damn witch"

Chrysalis noticed that Rarity's body was shaking. The hero mare was just playing brave, so it won't take long for her to break it. With a victorious smile on her face, she drops the pristine mare onto her cock, thrusting the thick, long length of her into Rarity's womb, stretching the depths of her into an obscene bulge.

Rarity let out a loud cry of pleasure, convulsing and writhing in an agonizing but pleasurable way as she took the Queen's full length, due to her pathetic unicorn resilience. She looked down and the bulge stretched until it reached between her breasts. Rarity could see the outline of Chrysalis's cock through it.

"What? Is it too much for you? We haven't started yet"

The queen begins to move up and down, using Rarity as a mere plaything for her amusement, stretching the mare's insides with each movement for the sole purpose of breaking her down.

Rarity begins to squeal and moan like a pig, her tears started to come out of her eyes, ruining her makeup and her face. The mere sensations that Chrysalis's cock was causing her were indescribable. Pleasure was the only thing that reigned in this cave with her friends being raped by an army of changelings.

The cacophony of moans from her friends was added to with each thrust the queen is giving her. Rarity's mind was going blank, trying to think of other things, like her family, her sister, and… Spike, her little dragon friend of hers that she couldn't save her this time.

But it was better that the dragon was safe and not see her and her friends in such a deplorable situation.

While getting fucked hard. Chrysalis takes Rarity's big soft breasts between her cock and starts using them to masturbate.

The queen squeezed the mounds hard, playing with her already hard, erect nipples. She stretched and twisted them to give Rarity more pleasure. Chrysalis will do anything to break her down to a mere dumpster for her and her subjects.

“Admit it bitch, you're finished. There is no mare that can resist me, your friends tried their luck with me and none passed the trial "

In that and as if it were a call for attention. The Changelings gather around the two of them, holding the manes of the Mane Six and Starlight Glimmer completely swollen, covered in cum, cum overflowing from their holes, her open nipples leaving them completely destroyed, the Mane six's teats no longer produced milk if not semen due to the Changelings who did not hold back at all with the mares.

The changelings toss the bodies of the mares like dirty rags towards their queen who only smirks at the defeated state of her once archenemies now fallen before her feet.

Rarity sees the limp bodies of her friends ripped, gasping and yearning for more sex wild action.

“Please… give us more…”

“We want more of her cocks…”

“fill more…our wombs”

A ripple of mocking laughter was heard throughout the cave as they spit on the former heroines of Equestria, humiliating them and letting them know that this will be their new role in life from now on.

Seeing this Rarity knew her fate if she lost this battle of wills. Chrysalis wouldn't give her and time to gather her resolve, as she began thrusting faster and harder, the queen was reaching the end of her line.

“ohhh…AHHH!!…GRRH!!”

“Music to my ears you little bitch. those are the sounds you will make for the rest of your miserable life, no more silly dresses and fashions, you were born to be fucked and I will make sure that none of your holes are empty, we will fill you and prepare you for the rest of your life”, Chrysalis lashed out to give Rarity's pussy one last push, ending up inside the mare.

"NOOOO!"

Rarity gives one last, full-throated scream that reverberates throughout the cave. Her stomach began to swell little by little as she received the queen's thick load, proclaiming her victory and this mare her property.

They spent a few minutes in the same position. Chrysalis stopped emptying her balls into Rarity's pussy, who could only emit soft moans. Her mind was now broken, her eyes rolled to the top of her head, her tongue lolling to the side and her body spasming like an electric shock.

The queen took it from her juicy thighs and pulled it off her cock. Rarity's pussy began to release everything inside her like a fire hose, pooling glowing emerald semen around her.

As if she was worthless, Chrysalis tosses Rarity's limp body onto the pile of bodies of her friends, joining them and her fate.

The queen and the changelings surrounded them, regarding them as mere pieces of meat now their property. 7 voluptuous heroines, with big tits, behinds and sensual bodies completely theirs and with the possibility of doing whatever they want and without holding back.

“All yours, boys, use them relentlessly. We will make them pay for everything ”, she gave the order and her subjects immediately obeyed.

With a war cry, the crowd rushed at the heroines, burying them in a sea of large, muscular bodies.

Immediately the asses, pussies, tits and mouths were filled by many green cocks and only the screams, moans, blows and whippings of the now defeated mares were heard.

This is a victory that Chrysalis was going to enjoy for the rest of her life and she will make sure these mares live long enough, she was not going to let them rest for a single moment after all they put her through.

Obviously they will get old but that will not be an obstacle for the queen who, with the power that she has, will solve that problem.

Her revenge is just beginning.

Epilogue

Many moons later

An archaeologist known as Argyle. he was walking through the ruins of the old Equestria. The catacombs of what was once Canterlot were now devastated by constant fighting between the kingdoms, after the disappearance of hundreds of ponies and races from other kingdoms.

Argyle takes the notebook from him and begins to write:

“Day 2, Week 4 of the ancient Equestria expedition.

“My advances about what happened at that time are confirmed.

The rulers of that time, such as Lord Tirek, the evil alicorn Cozy Glow, and Queen Chrysalis, the queen of the Changelings, distanced themselves and fought among themselves, for the power and absolute reign of Equestria, causing the disappearance of everything that once the elements of harmony they built.

After that there is not much information. I found large Centaur bones outside of Canterlot, possibly from ancient Tirek. There is no trace of the evil alicorn or the changeling queen, I will continue to investigate ”

The stallion closes his book and continues to investigate the depths of the Canterlot ruins.

He saw many destroyed buildings, shops, statues of the ancient city. Rats roam freely in search of food, other animals inhabit the area alongside vegetation and plants that have claimed this place as their own.

Argyle feels a sense of desolation and sadness in this place. As a child he heard many stories and wonders of Canterlot and the elements.

It is now only an empty and deplorable shell of what it once was.

In exploring the ruins he comes across a large layer of grass. The earth pony manages to remove the extensive vegetation that covers the place and will some effort he succeeds in clearing the area unearthing a large door

Excited,the state of the doors are rather poor being rusted shit he is able to pull them open using all his strength. Finding the palace of the former Princess Twilight.

As expected, it was just as deplorable as the rest of Canterlot and even in this state the explorer considered these ruins as priceless not only in potential knowledge of Equestrias past but also its culture, for the explorer it was art and history of what Equestria was.

He kept walking until he stepped on a Button unveiling a hidden door. taking him to the depths of the underground caves.

The stallion fell on his back and got up with slight difficulty and some pain. He noted that the cave was bathed in a green hue lit by strange looking lamps

bunch of strange looking lamps.

He continued walking and inspecting the "Lamps", he approached one out of curiosity and noticed something strange moving inside it.

When he got a closer look Argyle was surprised to see a creature inside what was a cocoon and even more surprised when he realized what it was.

“A changeling… it's a changeling but they're not like the ones I remember from my stories.” Argyle took a closer look at the hatchling.

It was black like the old insects before their transformation but they had a detail and they had a mane like ponies. This changeling had a multicolored mane.

“How strange, these are not changelings. It's like they're some kind of mutation."

"AHHH!"

A scream was heard throughout the cave, scaring the scout who was hiding behind the cocoon.

He immediately took his notebook and began to write:

“Day 2, Week 4 of the ancient Equestria expedition.

I came across a cave under the castle…it's full of weird looking changelings, are they failed mutations or something, I'm not sure.

I am writing to you because I just heard a scream, it was a female one, I don't know what is happening but I am writing this to have all possible information about my expedition.

I will continue investigating, I don't know where all this is taking me but I think I'm close to making a great discovery for my investigation”

He closes the book and puts it in his backpack. Argyle begins to take a deep breath to calm down and armed with courage goes to where the scream originated.

He walked forward and found another cave illuminated with the same green color. Another nest, he guessed, he had to be careful not to alert whatever was causing the loud screams, he didn't want to meet the same fate.

He poked his head in with camera in hand to have evidence of his journey but his body froze and he trembled as he saw what was triggering the screams.

Inside that cave was an army of adult-sized Changelings. Even bigger than Argyle. They were all well sculpted with strong arms, abs, ripped pecs, and a cock that would make a fool of any male.

However, Argyle noticed that all of them wore not only multicolored mane, there were other changelings with blonde, lavender, purple, pink, and fluffy? hair, something rare for the explorer.

They were all gathered around 7 mares that made it difficult for him because of the crowd to see what they were doing with them.

A group scattered from one of the mares and Argyle was shocked when he saw who it was.

It was Rarity, one of the heroines of yesteryear. The mare fell to the ground after two blond-maned changelings roasted her and ran into her holes.

The passage of time did not affect Rarity much, she only had a few wrinkles but the rest of her body went through a process of changes due to the many magic tricks performed by Chrysalis in order to keep her alive.

Her tits had grown to an H cup, big enough to feed a dozen foals. her hips became tiny as if her organs did not exist giving her a more curvaceous and sensual look. Her bottom was plump and hairy, not the same size as her breasts, but big enough that changelings' pelvises could bounce off of it. Rock-splitting thighs of thunder were added to the long list of modifications to her body to make it more perverted and fit for the hive.

Argyle's mind was barely processing the situation. How was it possible? How is it possible that she is still alive? The heroines had not died?

Argyle returned to the orgy scene, this time the changelings let him see the rest of the mares and their tragic fate.

Like Rarity, the rest of the Mane Six were modified turning their bodies into bimbos, in need of cock; Big asses, tits bigger than their heads, curves, thick thighs among other modifications like lactating nipples, erect clitoris, sensitive body and more modifications.

And the passage of time didn't seem to affect them either, it's as if someone had put a curse on them that prevents them from aging.

Argyle without wasting time began to take pictures of the orgy that was taking place. He took a picture of Starlight Glimmer, a mare he heard a lot about but now reduced to a mere dump for changelings, fucking her nipples, mouth, and ass. Moving on to the next one, Rainbow Dash who gets a gangbang with multiple penetrations in each of her holes with her squealing like a pig, treated like a miserable needy slut. This was somewhat impossible but Argyle guessed that it was part of the spell that modified his body.

And finally there was Twilight Sparkle, the princess that I heard many wonderful stories about. But now, she's just an empty shell of what she once was.

The former princess was in the cowgirl position with pink heart's replacing her pupils , enjoying the new life of hers, riding a pink-haired changeling while on top of her was a curly purple-haired changeling like Rarity sodomizing her gaping ass due to the constant years of use. The changeling squeezed her absurdly large breasts, causing her milk to spray everywhere.

To cover up the milk leak, two changelings positioned her cocks and penetrated her nipples with ease making Twilight squeal with pleasure, attracting more and more changelings who began to surround her, waiting their turn with her and impregnate her again.

Argyle is depressed by this, the scene was a blow to everything he believed about her and the rest of the heroines who were in the same situation.

The scout wanted to take more photos of the rest of the heroines but couldn't get good angles due to the crowd that immediately buried them in a pile of big, strong bodies, letting only moans and pelvic thumps against something soft be heard reverberating throughout.

While taking more pictures documenting everything he could, a hand firmly grabbed his shoulder making a wave of fear wash over him.

“Enjoying the view mate?” a sultry but deep voice said.

Argyle swallows and turns slowly to see who he was and the view greets him with two large breasts bigger than Mane Six's, a body that can only exist in the stories of a pervert with wide hips and heart-stopping thighs.

"Queen...Chrysalis?"

The queen looks at the little stallion, waving at him and wasting no time, she lights her horn and casts a spell on Argyle, knocking him unconscious.

Two changelings approach and see the limp body of the ranger.

"Take him away and lock him up, have one of you replace him and investigate what's in this New Equestria"

The changelings nod and lead the ranger away, dropping his pack and a photo of a mare. Curious, Chrysalis takes the photo and sees that it is a filly.

Chrysalis smiles and in her mind she is already hatching another of her plans to conquer this new Equestria.