It was another long day at Carousel Boutique for Rarity. The unicorn was accustomed to waves of customers, but there had been a recent surge of popularity and she was the sole seamstress. She finally looked up from the mannequin draped in spools of fabric, unpinning her hair. Sewing pins were useful to keep her purple curls out of her eyes while working, and her gossamer mane doubled as the perfectly practical pin cushion. Despite her hyper fixation, or maybe because of it her mind wandered while she resigned herself to cleaning up. Things had finally settled into a monotonous routine. She found it really hard to date stallions and fillies between all of her misadventures. Despite her shallow exterior, Rarity was a complex mare searching for a connection.

Chrysalis scowled as she spat out the limp body of a small forest animal. Her chitinous hoof stepped over the pitiful animal that she drained to the brink of un-recognizability. Chrysalis prowled the outskirts of Ponyville in the cover of darkness, looking for any pony to satisfy her hunger. How had she – a noble creature – fallen this far? The Changeling noticed a light in the window of a gaudy, colourful, two storey building and the movement of a cat as it responded to the coos of some pony inside. Why did all of these buildings look like elaborately decorated cakes? Chrysalis raised herself out of her slinking posture before peering through the window. What luck! An Element of Harmony. So innocent and vulnerable. Like a wounded woodland creature, but with a more supple, female form to tease and explore. Gender was ever changing in the life of a Changeling. Changelings did not concern themselves with silly things like these bumbling idiots. If it were any other dim-witted pony Chrysalis would have cocooned her in slime and dragged her back to feed her beloved hive, but Rarity was an Element of Harmony and if she remembered their last encounter, this unicorn was resourceful.

Rarity felt someone watching her as she swept up the remaining scraps of fabric. She whirled around until she noticed a figure illuminated by the soft, silver moonlight. That was no earth pony, pegasus, unicorn or alicorn. Rarity glanced at her fluffy cat for confirmation that she was not hallucinating after hours of working. The feline was at full alert. Her gaze fixed on the window. The fur along her back stood on end. Her lips curled into a snarl no matter what Rarity did or said to calm her.
“Can I help you with something dear?” Rarity called out. It was not Spike, Twilight, Pinkiepie, Fluttershy, AppleJack or Rainbow. Her friends would have let themselves in. Her sister was spending the night with Scootaloo and AppleBloom at a sleepover.

Rarity wanted to scream and lock the doors, but she noticed how the Changeling was carrying herself. Like a starving stray. Rarity was the embodiment of Generosity so against her gut reaction, she let the creature into the warmth of her home and business.
“Why are you being ssso nice to me? You know who I am.”
“You’re welcome, dear. You look…different…from when we last met.”
“You haven’t changed.” Chrysalis looked around and winced. Too much colour and light.
“You are a long way from your hive.”
“There is no food, thanksss to you and your…bleh…friendsss.” She poked her tongue out. Rarity felt embarrassed that she could no divorce her gaze off that tongue. It glistened with moisture. That toxic green colour probably indicated danger, but she wanted to touch it. She wanted to feel that agile tongue snake its way into her body.

Rarity was distracted until Opalescence snaked her way between the mare’s hooves and took a swipe at the uninvited guest. Chrysalis punted the feline away.
“Hey! You can’t do that. You could have hurt her.” Rarity raised her voice as she scooped up the cat with a cloud of magic and checked the feline for injuries.
“Hmmn. You’re such a drama queen, Opal.” Rarity rolled her eyes at the cat.
The cat huffed as her paws touched the floor. She pranced to her bed to avoid another kicking. Rarity looked back at the Changeling to see the creature laying on the floor. Against her better judgement, she approached the starven creature. “Are you sick?”

Chrysalis launched herself at the unicorn without warning, pinning her against the wall. Rarity swallowed and looked over her shoulder at the hungry predator, equal parts scared and aroused. She had dealt with pushy ponies due to her large dating pool but Chrysalis was no ordinary mare or stallion. Her heart pounded in her own ears as her eyes roamed over the Changeling, studying every detail. Chrysalis’s sheath matched her dark chitin, but the cock rising from the sheath glowed toxic green like her tongue.
“I’m going to punish you for all of the ssssufering you have causssed me and my hive.”
With an audible slap, something long, thick and veiny connected with Rarity’s pussy lips. The rod dribbled a pungent, viscous neon goo that made her marehood tingle. Rarity clenched her marehood, trying to ignore the fire the Changeling Queen ignited. Her disobedient pussy blushed the same colour as her cheeks. Liquids dribbled down between the unicorn’s legs as the girth filled her like no stallion, mare or toy ever had.

“Horny already? I am only getting ssstarted.” A metallic voice smirked in the unicorn’s ear. Rarity whimpered but her body was insatiable after so long without the company of stallions and mares. She often went for long ‘dry spells’ due to firstly balancing her workload at Carousel Boutique, secondly caring for Sweetie Belle and Opalescence and finally her miscellaneous adventures across Equestria with the Elements of Harmony.

“What are you doing?!” Rarity gasped through a haze as Chrysalis mounted her from behind. It was surprisingly easy to forget that Chrysalis could grow herself a cock. Even if it was just doggy style, at this stage, Rarity was curious to see how different being ridden by a Changeling felt compared to regular unicorn, earth pony and pegasus stallions and mares with strap ons.

Chrysalis did not waste time with foreplay. She wanted one thing from this pathetic pony. Rarity was more strong-minded than others she broke. Which was why she was fucking her food. Tears pooled in the corners of Rarity’s blue eyes as she rutted her quivering hips. Mascara trickled down her flawless cheek fur as she threw back her head. Her legs trembled. Arching her back. Her tail high in the air as she moaned. She surrendered her body and mind completely to the domineering Changeling.
“What if…ah…” Rarity panted, “...if some pony…hears..?”
“I want all of Equessstria to hear your slutty criesss!” Chrysalis hissed proudly as she withdrew her throbbing rod; spraying her load onto the unsuspecting unicorn’s back. Chrysalis wanted to be the only one causing those cries with the pounding of her cock.

With a metallic cry that froze her blood in Rarity’s veins, Chrysalis closed her eyes and plummeted off the edge. Shooting her pleasure into the unicorn’s curly mane. The unicorn reached into her mane to find Chrysalis’s load sticking to her hoof. She sniffed it before turning her blue eyes mischievously towards the smug Changeling Queen.
“...Breed...” Rarity murmured breathlessly, licking sticky strands of cum off her own hoof. In moments like these, Rarity wished she had a long tongue like a Changeling. She fluttered her eyelashes. Chrysalis recoiled at the intensity of Rarity’s lustful expression.
“Do you know what you are asking for?”
“Breed me~” Rarity begged again, firmer this time as she rolled over, spreading her legs to Chrysalis. Her mind fell apart. She yelped as Chrysalis grabbed her engorged cock and swung it. The side of the Changelings throbbing bitchbreaker connected with her tender pussy lips.
“Is my bitch making demands of her Mistress?” Chrysalis wrinkled her nose, thwacking Rarity’s marehood in quick succession, not giving the unicorn any time to beg for mercy.
THWACK!
“Oh yes!”
THWACK!
“Faster!”
THWACK!
“More!”
Rarity mewled in ecstasy. She kicked her legs like an excited filly having her first time.

Chrysalis repositioned herself, spreading Rarity’s legs until they stuck out in angels that gave the Changeling a moment of pause, stuffing her length into the drooling, moaning mess of a mare laying in a puddle of Changeling cum and her own pussy-juices. Each wave of ‘love’ that Chrysalis devoured between gasps of air, hit her brain like a sugar rush. Faster and faster. Deeper and deeper. This time she was not going to pull out. Their moans harmonised. Rarity cried out as Chrysalis emptied herself into her womb. Rarity did not have a single thought in her head as the walls of her pussy contracted, paused and released until she had milked every last drop out of the creature on top of her. Pleasure exploded across her brain like fireworks. Chrysalis rewarded the slutty unicorn for such a delicious feast by pulling out. Each ridge and bump popped audibly.
“No! Put it back in. I feel empty without you~” Rarity begged.
The Changeling laughed. “Open your mouth, sssslut.”
Rarity obeyed without hesitation, closing her eyes.
The Changeling stroked her cock, spraying Rarity’s face with a generous coat of royal jelly. While Rarity drifted blissfully in and out of consciousness, her womb engorged with cum from her doting mistress, Chrysalis slipped out into the fading cloak of darkness.

Author's Note

a commission for Tailsic