Part III – A Battle of Wills

The deposed queen stole through the forest, the ever-present hatred boiling in her heart doing far more than her ragged, threadbare cloak in keeping her warm.

It had been months since the wretched ponies had toppled her, and sent her weak and shivering into exile. Months since she’d properly fed, the erstwhile royal surviving on the dregs of love and affection she could siphon through cracked windows or open doors, even the occasional canoodling couple fooling around on the side of the road. This deep in the Everfree, however, she was the only living being around; even the few animals that wandered into the dark reaches of the forest took one look at the wrathful changeling and decided they had better places to be. Occasionally she saw a rabbit, or a bird, flitting by. When she could, she zapped them cruelly with her magic, a sadistic smirk twisting her lips at their pained cries.

Every time she did, she imagined another pony, writhing under her hoof. The arrogant Sun Princess, mewling in pain, was a favorite. So was the Princess of Love, the one whose form she’d originally stolen – it was a great pleasure to imagine Cadance bent and broken, kneeling in front of her, understanding her proper place at last. Others flitted by in her imaginings; the stupid sheep who had wielded the Elements against her…Shining Armor, of course – she couldn’t wait to have him underneath her again…but all of those were sideshows.

It was the Sparkle pony she hated most of all, and it was the Sparkle pony whose insipid, taunting smile kept recurring. In her nightmares, in her waking hours, that incessantly insouciant imbecile and her constant preaching of friendship this and friendship that bedeviled her. Echoed in her head, chasing thoughts of revenge in endless circles that threatened to drive her mad. Equally, though, they were her only real sustenance during the hard times she’d fallen on. Hate was a bitter fruit, but it was better than starvation.

Chrysalis was wearing the pseudo-pony form she often assumed when dealing with those neighing nuisances, and not much else, save her cloak. Mostly nude, she strode through the forest, tall and imperious, still carrying a regal bearing despite her sorry circumstances. Everything about her form, mutable as it was, had been engineered over her many meetings with ponykind so that, even in this detestable guise, she could lord her superiority over them. Tall enough to have to duck under many branches (or would, if she didn’t swat them contemptuously aside with her magic), she would tower over most of the ponies she’d ever met. The Princesses might come close to her majestic height, but that was a problem easily solved with some redistributed mass.

Her curves were soft, elegant, impossible. Legs that seemingly continued for miles melted seamlessly into a trim waist and trimmer stomach, only the slightest hint of pudge showing around her edges – she had learned, more than once, that ponies liked to have a little “cushion for the pushin,” to put it in their vulgar vernacular. Inky-black fur, dark enough that it even seemed to absorb the shafts of moonlight she occasionally passed through, adorned her entire body. Her chest was simply marvelous, breasts like earthworks that she had sculpted and crafted to her exacting standards of perfection. She knew any pony she met would envy them; drool over them, even, obsessed with physical beauty as they were. They were impossibly round and impossibly perky, protected from the ravages of gravity and time by both her changeling nature and the magic she’d used to make them. She carried their weight easily, spine and back unbent by their weight despite both being, at the very least, triple handfuls.

Her more changeling-esque features – the gossamer-thin wings, the jagged horn, the constellation of holes adorning her legs – she could have perfected, of course. Could have brought everything in line with a pony-centric view of perfection, but why? Why would she ever bow to their primacy? This form was simply to mock them, to show them that even when she assumed it, she was unbothered – she was proud – of her changeling heritage. And in any case, she felt that those little touches made her look even better to ponies. She was different – exotic – forbidden, dangerous. When she went among them in this form, she could feel their lust for her, even the ones who fought and dogged her at every turn.

Brushing a strand of teal hair away from her face, Chrysalis paused in her musings long enough to look around, narrowing her sickly green eyes. There weren’t many distinguishing landmarks in this part of the Everfree, but she wasn’t looking for a particular tree or stump. Her horn glowed momentarily, a bright jade glow that threw her surroundings into stark relief before fading – except for a thin, indistinct line, hovering just above the ground. Chrysalis nodded, keeping the line in front of her and continuing to follow it.

She had been wandering, bereft of anything but a formless desire for revenge, when she had discovered this trail. At its head, where she had found it, it had been decayed nearly to nothingness, a tiny shimmer next to a disturbed plot of earth, as if something had been dug up. But even that minuscule trace had had a power to it, a power she’d rarely felt – magic that spoke of control, of authority, of dominance. Three areas that she happened to excel in. Lacking any plans, or any real way to fulfill her vengeance on the ponies who’d taken everything from her, Chrysalis had begun to follow the trail. It grew stronger as she traced it, and after three days, she had a feeling she was getting close to something. A clue, perhaps, some leaving of the person or thing that was emitting this power…

…or something else entirely, she thought, coming to a stop as she stepped into a small, secluded meadow.

A wagon sat in the middle of the clearing. The trace of power led straight to its doorstep, but even if it hadn’t, Chrysalis could feel more of the same magic radiating from within. This was her destination. Whatever she’d been tracking was inside, and soon, it was going to be all hers. Her deepest desire was for whatever it was to be something she could use to cause the Sparkle pony’s downfall; but at this point, if she were completely honest with herself, she would settle for it being something she could use to get a decent meal at last.

The wagon was purple, trimmed in cream. By her standards it was positively tiny, but she supposed it would be plenty of room for a small, rigid pony, stuck in one form as they always were. The wheels were blue; she thought the roof might be as well, but it was difficult to tell in the dark, and after a moment her attention wandered to much more important things. She could see the door from here, plain, wooden, unadorned, but she didn’t want to use it if she didn’t have to. The frontal approach was often the worst. Better to sneak – to slip and slide amongst the shadows, unnoticed, until she was ready to strike. That had ever been her way.

Chrysalis circled the wagon, keeping her distance, flitting around the edge of the trees as she looked for another way into the mobile home. To her dismay, there didn’t seem to be one. There were windows, but she could see a shadow moving along both of them – whoever was in there was too close to risk it. She’d likely be spotted instantly if she tried to creep inside that way. The door was on the opposite side of the wagon from the windows, but it was still chancy at best.

She couldn’t see inside, couldn’t know how the wagon was laid out – for all she was aware, the pony inside could see the front door from every angle and any attempt to sneak inside was pointless. Blowing out an annoyed breath, Chrysalis rolled her eyes. This much trepidation wasn’t like her, but she was still on edge, reeling from so many unexpected defeats in such a short – to her, anyways – period of time.

Damn those ponies…

At the end of the day, she was still a changeling. Even if she hadn’t also been the rightful Queen of the Hive, she was more than a match for any weakling pony who got in her way. The power she had been following, that might be something to be wary of…but ponies were stupid, lazy things, and this one probably didn’t even know what he or she had. She had nothing to worry about. None of those wretched Elements were here, and there was definitely no sign of either of the ponies’ precious Princesses. Haughty, arrogant bitches, the both of them, but powerful enough that Chrysalis was leery of taking them in a straight-on fight. The unsuspecting pony shut up in this wagon, however…

She snuck up to the front door, moving softly, slowly, taking care not to disturb the grass too much. Her hooves slid through the grass, whisper-quiet, barely moving the blades of grass in their path. Gently, she stepped onto the first step. Then the second. Then the third, freezing when she heard a tiny, shrill creeeee-

Her hoof moved minutely to the left, and the creak died off. Waiting a moment longer, Chrysalis felt her heart beating a little faster, and once again cursed the ponies for this newfound timidity she was having to deal with.

The door was right in front of her now. She laid a hand on the knob, trying it experimentally, and of course it barely turned. At least this pony was smart enough to lock her door, if not smart enough to park her wagon somewhere a little less secluded…

Chrysalis’ horn lit briefly with magic. She didn’t need it to shapeshift – indeed, her index finger was already beginning to stretch itself into taffy-like thinness – but she did need it to harden her skin, briefly. Digit sharpening itself to a point, she slid it into the keyhole, tongue poking out of her muzzle with concentration. She could feel the grooves and pins of the lock, and laboriously, one by one, she duplicated them with her powers, feeling her toughened skin settle little by little into the pattern. A little bit more, one more pin to match and –

snick

The lock let go, and Chrysalis grinned.

She eased the door open enough to peer inside, and was met with a stroke of luck – there was a small foyer-like area, with a curtain dividing it from the rest of the wagon. Smiling more widely, she slipped past the door, shutting it ever-so-quietly behind her. Except for the click of the latch falling back into place. She couldn’t do anything about that.

“What was that?”

If Chrysalis were a lowly, vulgar pony, she might have sworn. Instead she kept her lips pressed tightly together, barely daring to breath, muscles tensing wire-tight for her unknown host to come swishing through the curtain. She’d have to take her down quickly, do her best not to give them a chance to fight back, whoever they were. Her horn started to glow again, and she drew back against the wall, trying to blend in with the shadows, giving herself every possible advantage.

“Not you,” the pony said, obviously speaking to someone else. Chrysalis didn’t know nor care who, but if there were two ponies instead of just one, her job had doubled in difficulty. “There was something…”

The voice trailed off. Chrysalis listened as hard as she could, unable to fully halt the rising tide of anxious nervousness in her breast and hating herself – not to mention the pony on the other side of the curtain – for it. Odd. She only heard one pony breathing. There was a rustle, and she heard the muted clop of hooves on wood…but only two of them. Either her company was standing perfectly still, taking the shallowest of breaths to remain conscious, or – hmm. Perhaps she was communicating from afar with someone else.

“It was nothing,” her unseen company said, and Chrysalis let out a breath she hadn’t been entirely aware she had been holding. Sidling along the wall, she pulled the curtain back the tiniest bit, getting her first good look at the owner of the wagon as well as the room beyond.

The pony was no one she knew, or at least, knew well. There was a vague tickle of memory as she watched the blue-furred female turn from what appeared to be a worktable in order to stir a bubbling cauldron, but Chrysalis couldn’t quite place her. It didn’t matter in any case, since she was the only obstacle standing in between her and her goal – whatever source of power she had dug up in the forest.

The room itself wasn’t such of a much – besides the worktable and cauldron, it was sparse. One wall held a bed and a bookcase that were of absolutely no interest to her, and the remainder of the contents were equally unimpressive. Magical trinkets lay scattered about in various states of repair, all of them barely better than toys, really. Despite the need to be quiet, Chrysalis couldn’t hold back a tiny, self-important sniff of contempt. If this was all this pony had to offer, this was going to be even easier than she had imagined.

Her target was half-turned away from the door, stirring the cauldron with her magic, both hands set on the rim. It was the perfect opportunity, and Chrysalis seized it. Little tendrils of magic, solid and ghostly green, wriggled from her fingers, spilling down her legs and across the floor. They snaked quickly across the wooden boards, covering the space between her and the pony in seconds. Shooting underneath the table, the tendrils split in two, forming loose loops around the unaware pony’s hooves.

Chrysalis readied herself.

“When Fluttershy comes back with the tea, we will begin,” the pony said, and it was a good thing she was already ready, because the mere mention of that hated name – one of the Elements, just below the Sparkle pony on her personal hit list – made her fingers twitch, and her magic sprang into motion.

“Use the spoon to – AH!”

Chrysalis’ magic tendrils reared up, snapping themselves taut and tightening the loops around the pony’s hooves. On their way up, they sent the table flying. It crashed to the ground heavily, glass tinkling prettily as it broke and sent the light from the candles places strategically around the wagon bouncing around in dazzling constellations. The pony yelped again, letting go of the cauldron’s rim as she stumbled backwards following a forceful snap from the ensnaring tendrils. The cauldron rocked heavily along with her, but it at least managed to stay upright. Its owner wasn’t so lucky; with her off balance, it was a simply matter for Chrysalis to flick her hand upwards, and suddenly the pony was dangling upside in midair, hung by her hooves, fingers dragging across the floor as she swayed uselessly.

Laughing cruelly, both at her victory and the absurdity of the pony’s cape draping itself around her face, Chrysalis threw the curtain back and strode out in the room. Her captive, struggling with her cape, managed to toss it free of her face, looking around wildly for whoever had done this to her. Her eyes settled on Chrysalis, bulging with both disbelief and, if the changeling queen was any judge, more than a little fear. That was as it should be, she thought, preening internally. The day she came across a pony who wasn’t afraid of her would be the day she was buried.

“You,” the pony snarled, doing a half-decent job of covering her fear with anger. “What are you doing here? Back for another failed attempt to conquer Equestria?”

Chrysalis ignored the jibe with some difficulty. It was made only a little easier by the tickle of curiosity rising in her mind as she regarded the blue-furred pony, curiosity mixed with the faintest feeling that she did, after all, know her. She was well-formed, by their standards, Chrysalis admitted to herself grudgingly. Tall but slim, she was very subtly curved – there was barely a scrap of extra flesh on her, and even Chrysalis’ keen eyes could barely see the divots where her body turned first inwards and then outwards. Toned, she thought the word was that ponies used.

The pony was just barely this side of attractive to her – in truth, she could barely stomach to look at most ponies anyways, with their solid forms and equally rigid brains. The ones she normally went after, though, they were considered paragons of beauty to their fellows, ponies like Celestia, Luna, even (she hated to admit it) the Sparkle bitch. As Chrysalis walked around this pony in an appraising circle, racking her memory for where she could have known her, it was clear she didn’t fit into that category. Her chest was small, small enough that even a normal pony’s hand could comfortably cup an entire breast; Chrysalis’ would completely dwarf them. Her backside was practically flat, nothing like Chrysalis’ proudly puffed-out rear. She certainly wasn’t a pony that the changeling would have taken love from…or at least not one she would have particularly enjoyed.

Still, she thought as she completed her circuit, staring into the pony’s dark violet eyes, there was something about her that was just so familiar…

“Don’t I know you?” Chrysalis asked abruptly.

“What?” The pony seemed caught off-guard by the question, and Chrysalis rolled her eyes.

“I said, don’t I know you?” She repeated, slower this time for her captive’s benefit. “You seem…familiar. Just barely. Are you one of that Sparkle pony’s retinue?”

“An Element of Harmony?” The question took on an incredulous tone, and Chrysalis just shrugged, not knowing what other background pony might have stuck in her mind. “You can’t be…you don’t remember?”

“Remember what?”

“I came to your kingdom,” she spat, venom in her voice. “Six or…or seven months ago, it was. When you were engaged in your latest ridiculous plot. When you had a little band of intruders into your castle.”

She smirked. Chrysalis narrowed her eyes.

“When your throne was destroyed.”

Chrysalis bit back a snarl as the memory finally clicked into place. Of course – this pony had been among the band of interlopers, one of the cogs that had helped Starlight Glimmer (how she hated these ponies’ ridiculous names) and Thorax, the traitor, into a position to deprive her of one of her most powerful assets. Glimmer was on her list as well; the only reason Sparkle placed higher was because, without that first, disastrous defeat, there would have been no opportunity for Glimmer to defy her as she had done. Thorax too, but he could wait – once she had Equestria well in hand, there would be time and opportunity enough to return to her former dominion and make it hers once again.

This one, though…she’d simply been a distraction. A bump in the road, but one that had distracted her just long enough for Glimmer and Thorax to slip their knives into her back. She’d never met her directly, but nothing went on in her castle without her knowledge. The pony was some sort of stage magician, and she’d used her pathetic tricks and traps – including no small amount of smoke bombs – to ease the intruders’ path to her throne room. There was only one piece of the puzzle still missing.

“What’s your name?” Chrysalis asked, her voice lowering to a dangerous purr.

The pony just glared at her. Then her eyes flicked to the side, as if concentrating, and her horn began to glow, a pale pinkish-purple color. Grinning sadistically, Chrysalis countered that – not with her own magic, but something far more primal. Stepping forward in a flash, she reached downwards and closed her hand around the pony’s throat, long, ragged nails resting on the vulnerable flesh of her neck. The changeling squeezed, enough to make the pony gag slightly, enough to make her point.

“One wrong move, and I open your throat,” Chrysalis said, very softly. “Dispel it.”

Hate boiling in her eyes, the pony did so.

“There’s a good girl,” Chrysalis cooed, condescendingly, stroking a hand through the pony’s admittedly quite pretty hair – light blue, thin almost to the point of stringiness, it floated around her head in a diffuse cloud. She relaxed her grip on the pony’s throat just minutely enough to let her talk. “Now, then. Tell me your name.”

“Trixie,” the pony muttered, defeat mixing with seething anger as she spoke.

“There, that wasn’t so hard, now was it?” Chrysalis tilted her head, making a show of looking around the otherwise deserted wagon. “Where are you friends, hm? Do I have any of your fellow traitors to worry about?”

“The Great and Powerful Trixie has no need for friends,” Trixie growled, and the way she said it made it clear it wasn’t the first time she had declared such.

“You’d be hard pressed to find them, with that much arrogance,” Chrysalis observed dryly, before shrugging again. “Though I would say you’re on the right track, at least, little pony. Friends are a weakness. But you did have some, not too long ago. What did you do to them? Where’s your oh-so-precious leader, hm? Starlight Glimmer?”

“Gone!” Trixie all but hurled the word at her, continuing on in a hateful, triggered rant. “Gone for months, all of them, and good riddance! Trixie hasn’t seen Starlight Glimmer and she doesn’t want to! She doesn’t even want to hear that ungrateful bitch’s name!”

“Aren’t we feisty,” Chrysalis murmured, raising an eyebrow. She didn’t know what had gone on between Trixie and Glimmer and didn’t much care, but it was good to know all the same; their falling out meant Chrysalis had Trixie all to herself. There wouldn’t be anyone coming to her rescue. She squatted, bring her face more or less level with Trixie’s upside-down gaze. “Feisty or not, though, you’ve got something I want.”

“Trixie will give you noth – “

“Yes, yes, you’ll resist me to the end of your strength, blah and blah and what a waste of time,” Chrysalis broke in, waving her hand disinterestedly. There might be things more boring to her than ponies pontificating, but right now she couldn’t honestly think of any. “Save it for someone who care. Right now, the only thing I need you to tell me is what you unburied from the forest.”

Trixie just glared at her, silently. Chrysalis had been expecting that, so she wasn’t too put out of countenance by it. Sighing, she contemplated just ending the troublesome pony right then and there. It would be simplicity itself, just to draw her talon-like nails across her throat and let the lifeblood spill. Or perhaps more satisfying, tightening her grip until Trixie stopped flailing…but no. She might be useful, for a few things. A meal, for one. She might be akin to a stick-figure, but that attitude of hers promised some truly athletic times to be had in the bedroom – especially coupled with the bright flame of her anger and her hate. And second of all, Chrysalis didn’t much feel like grubbing through Trixie’s things to find what she’d dug up.

“Have it your way,” she said with a sigh. Tracing her fingers around Trixie’s neck, she replaced her hand with a thin, flexible loop of magic. It lay taut across the pony’s throat, and Chrysalis grinned as the pony swallowed, feeling how little room she had to work with, how easy it would be for the changeling queen to tighten the thread and choke off her breath. Pinching it between her fingers, Chrysalis stood back and straightened, playing out the magical line and forming what amounted to a collar around Trixie’s neck.

“You could have done this the easy way,” she said severely, tugging the leash and wearing a nasty smile as Trixie gagged. “But I might have figured you’d be stubborn. All ponies are. Fighting back even when they should give up, when it’s clear their betters have bested them. Just like that Sparkle pony – “

“Do not compare Trixie to that harlot!”

Trixie rasped the words out, having the temerity to try and command the changeling queen even with a noose around her neck. Chrysalis considered punishing her for that, tightening the magic even further, leaving the obstreperous pony with less and less breath to work with…she could hear the sounds of Trixie choking, spluttering in her head even now, and it was beautiful. A symphony of suffocation, one might call it, she thought with a dreamy little smile starting to spread across her muzzle.

A muted pop broke into her daydream. She moved her head, looking past Trixie to the still-bubbling cauldron. It glowed brightly, casting a brilliant pink light around the wagon, and as Chrysalis approached, another bubble rose to the surface and popped. She leaned over the cauldron, taking a small, cautious whiff. Lavender, she’d guess for taste…mandrake and valerian twined in there as well, sickly-sweet and sour taking turns assaulting her nostrils. That single scent was enough to tell her the potion was most definitely mind-altering in some fashion. Best to stay away – of course she was strong-willed enough to shrug off any pony’s weak brew, but why take chances?

“It’s Trixie’s own special brew.”

“I don’t particularly care,” Chrysalis said, looking up from the simmering pink surface. “I’m much more interested in whatever source of power you found, rooting around in the Everfree.”

“Nothing you’ll ever get your hands on,” Trixie said, and for the life of her Chrysalis couldn’t understand the self-satisfied smile on her muzzle, or the smug notes creeping into her voice. She had managed to turn herself, facing her captor, though she had at least still been smart enough not to try any magic while Chrysalis’ back had been momentarily turned. “It wouldn’t work for you, anyway. You might wear the horn, but you’re not a true unicorn.”

“I wouldn’t want to be,” Chrysalis snapped, trying to ignore the sudden sinking in her gut. If the thing she’d been tracking so diligently only worked for ponies… “What makes you think I couldn’t work it, in any case? I’ve fooled the so-called Princesses themselves with my disguises – I’m sure whatever trinket you’ve found would be simple to hoodwink.”

“This is old magic,” Trixie sneered, her lip curling, and Chrysalis could no longer stop herself, beginning to pull on the leash even as Trixie continued to talk. “It can’t be fooled by cheap – grrk!”

She was cut off, suddenly struggling to breath, her hands scrabbling uselessly at the tight loop of magic cutting into her airway. Chrysalis advanced on her, snarling, all pretense of sophistication dropped.

“I am so sick of ponies,” she grated, stepping closer to the strangling Trixie. “Sick of the arrogance! Sick of the superiority! Your stupid, whining voice, your mewling about friendship and equality, your insistence on defying me at every turn!”

Trixie’s face was turning purple under her fur, but Chrysalis barely noticed, too consumed in her rage.

“I was Queen! I had a hive that obeyed my every order and was happy to do it – more than! They were made to be commanded by me. I had Shining Armor in the palm of my hand, I had the Crystal Kingdom, I had Equestria – and then you ponies ruined it! Every time, every plan, everywhere I go it’s nothing but ponies, ponies, endless, infernal, thrice-damned PONIES!”

She stopped suddenly, catching her breath, controlling her temper with an effort. The potion behind her boiled harder, more vigorously, as if sympathetic to her wrath. Noticing Trixie slowly expiring in front of her, she grunted softly, giving the leash just enough slack to let the pony draw in a lifesaving breath. Gasping, her hands went to her throat, massaging it, trying to draw in more of that precious breath.

“Something…you should know,” Trixie wheezed, barely audible. “About Trixie’s potion…”

“I’m not interested,” Chrysalis muttered, turning around, giving herself another moment to calm down.

“If she doesn’t stir it often enough…”

The largest bubble yet rose to the surface, rode around on the currents of the potion, popped with a dull, flat crack. Chrysalis’ eyebrow raised.

“…it tends to explode.”

It did just that, before Chrysalis could react.

An even bigger bubble heralded the explosion, and it did more than just pop. It detonated, taking a large part of the potion with it. Chrysalis flinched as a tidal wave of pink goop flew the air, soaking her from the waist up; in her complete and total shock, her muzzle had fallen open, and quite a bit of the potion landed in her mouth. From there, a reflexive swallow ensured the damage was done – she began to gag and cough, spitting out the offending mixture, but she could feel some of it sliding down her throat. It was hot to the point of burning, but the little blisters it left behind were nothing compared to the cold chill that suffused her body as she realized what had happened.

Despite her earlier self-confidence, Chrysalis couldn’t deny the rising tide of fear in her chest. The potion was unknown, Trixie’s own personal mix, she had said – and, compounding the danger, it was dangerously concentrated, straight from the source. And she could already tell it was dangerous from the way it tasted – sweet, silky, seductive. It was an elixir poured down her throat, conjuring up thoughts of honey and ambrosia and everything and anything delicious in between. She felt her mouth, still contaminated, start to flood with saliva. Her tongue poked thoughtlessly out, swiping over her lips, searching for any stray drops that might still linger so that she could –

No!

Chrysalis slapped herself across the face, and stumbled, rocked back on her heels. Her other hand, the one holding Trixie’s leash, flexed spasmodically, and from behind her she heard a heavy thump and undignified groan. That mattered less to her now, though, the changeling bending over at the waist, hands settling onto her knees. Hacking and retching, she did her best to rid herself of the concoction, but she knew her efforts weren’t going to amount to much. She could feel it, a warm, uneasily attractive weight settling into her stomach. The edges of her vision were beginning to waver, causing her eyes to jerk back and forth wildly, looking for movement that wasn’t there.

This wasn’t right. No potion should be this powerful, or act this quickly. Certainly not on a changeling, a queen like hers –

“Bet you wish you’d paid attention now, don’t you, bitch?”

Chrysalis turned her head, eyes narrowing. Trixie had struggled to one elbow, propping herself up, grinning with naked triumph even as she panted for breath. The pony had been spared the worst of the mess by Chrysalis involuntarily body-blocking the explosion, but quite a bit had still managed to land on her face – her hair – her chest.

The changeling queen’s gaze stuttered to a stop as it ran over Trixie’s chest. Scant minutes ago, they’d been an object of mockery. Now, with their fur mussed, streaks and drips of the pink potion soaking into the perfectly perky globes, they were…mouth-watering. Literally – Chrysalis felt her lips part, felt saliva pooling underneath her tongue as she stared, enraptured. She’d thought before she could close her hand completely over one of Trixie’s tits – now she desperately wanted to test her theory. She could see it happening, her fingers gripping, caressing, causing the soft, silky flesh to distend and jiggle in the most wonderful ways…and in the meantime, her head could come down to the other, unoccupied breast. Blow a breath over the stiffening, dark blue nipple, making it quiver in anticipation. Hear Trixie’s shuddering moan as she sealed her lips over the tiny nub, tongue flickering out, lapping up the potion and over the nipple in equal measure while the unicorn’s fingers twined through her hair, telling her she was a good girl, a good mare, a good pet…

“See something you like, slut?”

Trixie’s acrid, amorous words snapped Chrysalis out of her daze. As she snapped her head back up to meet the unicorn’s eyes, now filled with gloating mirth, she realized with horror she’d just been fantasizing about a pony. Worse than that…

…she’d been fantasizing about servicing her.

“What did you do to me?” She tried, but couldn’t quite keep a note of shrill fear out of her voice, and judging by the way Trixie’s smirk widened, she had heard it too.

“Trixie told you, Queen Chrysalis,” and a flush of anger ran through the changeling at the mocking twist put upon her title; anger made worse by the thin thread of arousal running through it. Chrysalis felt streamers of the potion dripping off the shelf of her breasts. She tried to pretend she couldn’t feel the way her own nipples were hardening as it happened. “It’s her own special brew. And it has very special effects…especially on weak-willed little sluts like you.”

“What did you just say to me?” Chrysalis was on her feet in an instant, and now her towering rage was enough to, at least momentarily, extinguish the smoldering fire of arousal inside of her. Her horn lit green, and she took a step towards the downed unicorn, intending to teach her some manners. Eyes burning with changeling magic, she began to reach down –

• and froze as Trixie, far from readying herself for an attack, instead reached languidly to one dripping, tantalizing breast. She stroked a finger through the fur, and just seeing the slow, languorous movement of that digit through the silky blue strands…imagining what it might feel like to do the same…it was enough to make Chrysalis shudder, an involuntary, needy groan escaping her lips. Trixie’s grin widened.

“See what Trixie means?”

The unicorn dragged a finger through a particularly wide track of potion, gathering plenty on its tip. She brought it to her mouth, popping it past her lips and sucking in a completely indecent way. Her eyelashes fluttered as she half-lidded her eyes, muffled moans slipping past the finger plugging her muzzle as she cleaned it. Chrysalis whined, low in her throat. Her thighs rubbed together of their own accord, and she was horrified to feel how slick they were, and not just with the accursed unicorn’s mind-melting concoction.

“Trixie tested it on herself, of course,” the unicorn explained smugly as she finished sucking her finger dry – finished taunting Chrysalis. “She’s built up something of a resistance, but not an immunity. Soon we’ll both be wet…”

Trixie circled a nipple with her finger. Chrysalis’ eyes were helplessly drawn to the sight.

“…and dripping…”

The unicorn trailed her hand lower, caressing the underside of her breast, scratching softly across her trim stomach. The changeling let out a sound she’d never heard from her own mouth before – a whimper, small, soft, and wanting.

“…and needy…”

Lower still, and Trixie’s hand disappeared between her thighs. The angle was bad, and Chrysalis couldn’t see exactly what she did…but she could hear it. A single, wet whisper floated up from the juncture of Trixie’s legs, and when her hand reappeared, the tips of her fingers were glistening with warm, fragrant lust. The scent, rich with sex, heavy with allure, drifted up to Chrysalis’ nostrils, and she inhaled without thinking, groaning as her eyes crossed and she felt her thighs dampen even further.

“…but only one of us will be begging for it. Like the submissive slut that she is.”

“N…no,” Chrysalis said, and it was a whisper instead of a shout, but she took heart in it all the same. The potion was definitely beginning to cloud her mind now, not to mention her eyes; the room was swimming in front of her, Trixie’s hatefully smug face wavering like a bad dream. She suddenly forgot all about the power source she’d been tracking, her dreams of revenge, even her burning hatred for all of ponykind. It all took a backseat to one overriding urge; she had to get out of here, and now. If she could just escape the wagon, put some distance between her and this wily witch, she could recuperate. Gather her wits. Try again another day.

Her eyes flicked up to the curtain blocking the door, and she took a single, shaky step.

“Thinking about leaving, my Queen?”

“Don’t you mock me,” Chrysalis said, intending for a snarl and getting an angry slur instead. She stumbled forward, drawing nearly level with Trixie, and she wasn’t so far gone not to think about kicking the unicorn in the face while she was done. But she thought if she tried, she might end up collapsing right alongside her, so instead she skirted the fallen unicorn, barely noticing as Trixie rolled onto her stomach, reaching behind her back. Chrysalis faintly, through the fog of her arousal, heard the sound of shuffling fabric, as if Trixie was looking for something.

“Not so fast, slut.”

Poompf!

The air was suddenly thick with blinding, choking smoke, and Chrysalis coughed heavily as it snuck into her lungs. Reeling, she miraculously managed to stay upright, tears springing to her eyes as the smoke stung at them. She lost her footing, and her sense of space, flailing wildly to the right and not managing to come to a stop until she bumped into what she could only assume was a wall. Chrysalis leaned against it heavily, her coughing slowly trailing off – the smoke was irritating only for a moment, when its thickness was at a zenith. It was already beginning to thin out enough to allow easy breathing, but the haze it cast over the room was another matter entirely. Chrysalis couldn’t see a foot in front of her, let alone the way to the door.

Blinking rapidly, wiping at her reddened, irritated eyes, she could only look around helplessly, wondering how the situation had spiraled so far out her control so quickly. But then, it always does with ponies, a traitor voice whispered deep in her mind. Did you expect this time to be any different?

She thrust that voice, and those thoughts, away. Self-recrimination was the last thing she needed at the moment.

“How are you feeling, Chrysalis?”

Trixie’s voice, ringing through the smoke. Glib, cheerful, made breathy with arousal. Even through the lustful threads infusing it, though, Chrysalis could hear how the unicorn was taunting her. She bared her teeth, hissing underneath her breath.

“Pent up? Aroused? Trixie dares to say…horny?”

Chrysalis didn’t bother to answer. She started to feel along the wall, picking a direction blindly, hoping it would lead her to the entryway.

“It’d be so much easier if you just gave into it, you know. Let the potion flood your mind. You’re not safe just because you spit it out, you know…it can be absorbed through the skin.”

She didn’t react, even though she felt a thrill of horror run through her heart, because there was still quite a bit of potion soaking into her body – everywhere from her chest to her calves, it seemed.

“No? Not quite ready to admit defeat? Become the slut you were destined to be? That’s fine, Queen. We’ve got all night. Though all of this smoke does make it difficult to see…”

Chrysalis did not like the teasing, conspiratorial note in Trixie’s voice. She didn’t like it at all.

“Luckily, Trixie has just the spell to help with that.”

There was a snapping sound – Trixie’s fingers, perhaps – and suddenly the smoke was alive with color. Tiny sparkles burst before her eyes, dazzling them further. Little firecrackers in every color of the rainbow popped into brilliant relief before fading just as quickly, only to be replaced in the next second by another, and another, and on and on in an endless procession. At first, the colors were so bright, they nearly hurt; Chrysalis flinched away from the first few flares, sliding further along the wall, one hand desperately groping for some sign that she was getting close to the door.

But as the lights continued to flash, it seemed as though they got a little easier to look at. They were soothing, in their own way. The patterns drew her in, her eyes flickering back and forth between tiny bursts of light in quick, furtive movements. Were there patterns? Chrysalis thought so, but she couldn’t quite pin them down. Red, blue, green…orange? No; the next light flashed purple, then back to red again – and she thought, surely now blue was coming, surely she’d worked out that much of the pattern. But no, the next flash was green, and the realization that she’d gotten it wrong somehow didn’t spark annoyance, or frustration, or even irritation.

Instead it made her giggle.

A part – a small part, an increasingly sluggish part – hated the sound as soon as it left her lips. A much larger part of her, spurred on the concoction she had unwillingly imbibed, loved it. It was high-pitched, eminently feminine and just as empty-headed. There wasn’t any intelligence behind that laughter, cruel, capricious or otherwise – it was mirth bereft of purpose, just a dumb slut laughing at herself for being too stupid to figure out the pattern of the flashing lights. Chrysalis bit her lip, determination flaring up in her. Not a sudden, reawakened desire to get to the door, no – that was being buried by the second underneath an avalanche of lust.

She was suddenly, utterly fixated on solving the riddle of the lights. Narrowing her eyes didn’t help – it actually just made it harder to see the breadth of the colors. Chrysalis let her eyes open wide, unnoticing as her muzzle drooped open as well, tongue poking out in a caricature of concentration. A thin, silver line of drool, sparkling underneath the pretty lights, collected at the corner of her mouth and started to run down her chin. The enraptured changeling was too busy staring at the shimmering smoke to care.

Her body started to sway unconsciously from side to side. Light poured through pupils that had dilated so much they took up nearly half of her green irises. Despite the attention she had focused on the lights, one sensation started to worm its way through her fixation – possibly only because it seemed connected to the brilliant flashes. Her body was pulsing…her pussy was pulsing. Her nipples were throbbing. A wet core of heat, buried somewhere in her stomach, beat in time with the lights, and she groaned underneath her breath, feeling the quicksand-like pleasure pulling her mind down deeper – deeper – deeper.

Red, yellow, orange – oh her cunt was on fire, burning traceries of lust tracking their way down her thighs as she dripped and ran all over the floor.

Blue, green, purple – her free hand had somehow made it up to her chest, Chrysalis couldn’t remember how, but she certainly felt it when that hand pinched and tugged and rolled her nipple between two fingers, triggering a wave of ecstasy so powerful it felt like a orgasm in miniature, a rush of her femcum soaking her thighs and pattering audibly across the floorboards.

Gold, brown, white – a white so bright, so blindingly resplendent, that it felt like it was burning away Chrysalis’ mind, leaving behind only pure, mindless rapture. She bathed in it, wallowed in it, dipped her muzzle in it like a person dying of thirst and lapped at liquid sex and bliss as if she’d die without it. The white light blinked away, but remained in what was left of her brain, scorching her, the smell of smoke from her charring thoughts and individuality reaching her nostrils, and it was so good and so painful at the same time and she was so close so close so close –

Chrysalis yelped in pain, the sudden stimulation causing her to stumble away from the wall. Her hand, flailing weakly in search of a door she was no longer entirely sure she wanted to find, had run into a candle instead. She’d singed the tip of her finger, and that bright spark of pain, the changeling realized with mounting panic, was all that had saved her. There had been an edge, and she’d come so close to pitching over it that – Chrysalis refused to entertain that thought further. With a tremendous force of will, she shuttered her eyes behind their lids, blocking out the pernicious, oh so tantalizing lightshow. The potion burning through her insides, turning her mind into a foggy soup of lust that threatened to betray her at every turn, she couldn’t do much about it…but she could stop feeding it. She could do that much.

Chrysalis slowly forced her shaking, resisting fingers apart, releasing the nipple they’d been toying with. Hissing with the effort, she moved her hand enough to clear her breast, and then huffed, letting it drop.

Trixie caught it.

“Need a hand, my Queen?”

Before Chrysalis could deny that sultry, teasing voice – before she could do much more than register her surprise at her hand being caught so unexpectedly – Trixie struck. She curled her fingers through Chrysalis’, raising her hand back up. She folded their joined hands over the changeling queen’s breast, their circumference so big that their palms covered the nipple and not much else; but that was all Trixie needed. She forced Chrysalis’ hand to compress again, silky titflesh bulging between their fingers. The nipples caught underneath was mashed most pleasantly, trapped in between not two but four fingers, doubly squeezed and doubly pleased.

An electric shock ran down Chrysalis’ spine. She gasped, eyes flying open in shock.

The lights assaulted her again, and she moaned, her legs wobbling, muscles going slack as she started to slide bonelessly to the floor. Her eyes rolled back in her head, enough to save her – it lessened the glow of the lights just enough for her to make a wild grab for her decaying wits, and clutch them back to herself. She shut her eyes again, shaking her head, trying but failing to speak – instead she simply mouthed the same inarticulate negation over and over again, shuddering as Trixie worked her hand harder, faster.

“Not quite there yet, hm? Almost…but not quite.”

Trixie’s breath was heavy in Chrysalis’ ear, hot and shallow, staccato inhalations laced with sensuous promise. Warring desires sprang to life in her heart – to turn away and escape; to turn towards and catch the unicorn’s soft, pliant lips in a kiss.

“Let Trixie help you.”

Chrysalis tried to open her mouth to say she didn’t want Trixie’s particular brand of help, but the only thing that came out was a small, breathy moan. She felt the unicorn push against her from behind – felt her front molding against her back. Felt her breasts, small but now undeniably present, flatten and spread out over her, Trixie’s nipples hard, excited exclamation points digging into Chrysalis’ fur. Felt Trixie’s head dip down, felt her tongue rasp over the trembling flesh of her neck, felt the unicorn seal her lips onto her throat in a kiss, her tongue dipping into a hollow of flesh, caressing it sensually.

Most of all, she felt Trixie’s pussy.

It was a supernova of sexual heat, burning against Chrysalis’ rump. Trickles of Trixie’s juices were splattered everywhere as the unicorn bucked her hips against the changeling queen, an imitation of rutting that set Chrysalis’ own cunt aflame – even more than it had been. She gasped, feeling thick, warm femcum oozing down the valley between her cheeks, Trixie’s wild gyrations spreading it along the half-spheres themselves, absolutely coating Chrysalis’ rump in her wetness. Her scent. Marking her as Trixie’s belonging. Her toy. Her plaything.

Her slut.

The drops of potion still clinging to her skin, the ones that hadn’t been absorbed by her unthinking, traitorous epidermis, seared. It was almost worse than having it disappear into herself, because at least then it would be amalgamated with the lustful inferno currently burning her mind to ash…but on the outside, those streaks, those drips, each one was a tracery of pure bliss slowly soaking into her skin. Trixie’s free hand came up, spidering over her stomach, one finger skidding through a wet, pink track – and Chrysalis had to bite back a shriek. She couldn’t stop her hips from thrusting, though, couldn’t stop her pussy from spasming, couldn’t stop the single, impressive streak of femcum she squirted, its arcing form quickly lost in the still-sparkling smoke.

“So close, Queen Chrysalis,” Trixie murmured, lifting her lips from the changeling’s throat. “Trixie can feel it. She knows you can too. You’re so close to cumming.”

Chrysalis wanted to deny it. She wanted to rant and rave, she wanted to scream and yell, she wanted to thrash and fight.

All she managed was a drowsy, half-hearted flailing, her trailing hand merely twitching at her side now instead of looking for the door. Trixie chuckled knowingly, forcing Chrysalis to squeeze her own breast again. Her other hand lifted from the erstwhile royal’s stomach, gently taking Chrysalis’ lost, groping limb. She tugged it downwards, past the changeling’s waist. Chrysalis knew where it was going, knew what would happen when it got there, but couldn’t seem to do anything to stop it.

“And when you do…”

Trixie took Chrysalis’ hand, tracing it over the short, scruffy fur at her waist. She flinched at the first touch, but melted into the next, a gurgling moan pouring out of her mouth. Her snatch didn’t just drip – it ran, a river of Chrysalis’ arousal making an utter mess of her thighs. Throbbing needily, whining in a deep, primal way that had nothing to do with words, her cunt begged to be touched – to be filled – to be fucked.

“…you’ll be Trixie’s. Mind and body. And you’ll love it, won’t you, my Queen?”

“N-no,” Chrysalis slurred, speaking for the first time in what felt like ages. It was Trixie’s words that did it, the very idea of her serving anyone but herself enough to momentarily bolster the scraps of her resistance. She squirmed in Trixie’s grasp, a last, futile effort to escape, but the unicorn held firm. “I c-could…never…s-serve a p…a p…”

“A pussy?”

Trixie sunk Chrysalis’ fingers – and her own – into the changeling queen’s steamy, wanting slit. This time there was no hope of stopping it, and Chrysalis shrieked, high and clear, the sound ringing off the walls of the wagon. She found enough strength to thrash in Trixie’s hands, but it wasn’t the kind of thrashing that signified an escape attempt. Her hips rocked to and fro, and she pumped them desperately, trying to force those wonderfully invasive digits further into her soaked snatch. Her eyes flew open wide again, the thinning smoke and fading lights still just present enough to captivate her.

Chrysalis’ eyes began to glaze over, her mind and thoughts running in one direction – downwards, along her spine, gathering in her pussy. Every drip of fluid running down the four fingers stuffed into her slit – two of hers wrapped around two of Trixie’s – seemed to take another thought with it. Her self-righteous rage at the ponies of Equestria, her dreams of wrath, even her own sense of self drained downwards into her cunt, emptying at a rapid rate. The colors flashed in her eyes as she started to drool again, spittle flying from her moaning, whimpering lips as Trixie fucked her with her own hand.

“You will be, you know,” Trixie whispered in her ear. “Serving Trixie’s pussy. Serving Mistress’ pussy. It’ll be the first thing you think about when you wake up. The last thing before you go to sleep, and for all the time in between…”

Trixie forced a third finger inside Chrysalis’ overstuffed cunt, and the changeling queen shrieked again, her fluids gushing over their combined hands.

“…all you’ll think about is how to serve it. How to please it.”

A beat, then a dark chuckle.

“How to please Trixie.”

Trixie dug their fingers further into Chrysalis. She switched their hands to her other breast, unattended until now, and remedied that by catching the nipple in between Chrysalis’ claws.

She tweaked.

Chrysalis’ hips bucked forward, the bulb of her clit grazing over the back of Trixie’s palm.

For the second time in recent memory, the Queen abdicated her throne.

Chrysalis was too far gone to make any noise at this point, but her head tilted back all the same, screaming soundlessly to the ceiling as she came. Her cunt twitched and spasmed, clamping down on their fingers, muscles working in an effort to suck them deeper, to milk them for every last bit of pleasure they could. A roaring tsunami of lust poured over their palms and wrists, soaking everything within reach, sticky skin and matting fur ensuring the smell of sex would linger around them for days.

The Queen was lost in a haze of perfect bliss. Floating on her orgasmic cloud, body twitching with the aftershocks of her mind-blanking climax, she barely noticed as the fingers slid out of her with an obscenely wet noise.

Blank, empty, and obedient, Chrysalis was a vessel waiting to be filled. Glazed-over eyes stared indifferently as they were turned, whirled through the dissipating miasma of smoke, and then forced downwards. Fur and flesh flew by in a daze.

She hit her knees heavily.

Mistress’ pussy floated out of the smoke towards her.

The new slut smiled emptily, thoughts of pleasing her Mistress rushing in to fill her vacant mind.

She leaned forward and got to work.

Neither of them noticed the shape just outside the window, watching with wide-eyed incredulity as Chrysalis began to mindlessly lap at Trixie’s cunt.

Author's Note

Hello all!

I'm a bit late on this one with the whole "one update a month" thing, I know, but hopefully the quality of this part makes up for the wait! I had a blast writing this chapter - villain-on-villain action is always fun to write! - and maybe, just maybe, I surprised a few of you out there with who Rarity's Mistress was. Probably not, but hey, it was worth a try, right?

Stay tuned for the next part - who's the watcher at the window? What role will they have in helping or hindering Trixie's nefarious plans? Find out in Chapter IV - Forgotten Friends and New Allies!