Fluttershy couldn’t have been certain just how long she’d sat, staring with wide eyes at the border of Canterlot. The evening had given away into a new night, that much was certain– but the passage of time hardly meant anything to Equestrians anymore. Fluttershy, like everypony else, was waiting for a miracle. One that would never be coming.

Well– unless somepony did something about it.

As though not in control of her own body, something roused Fluttershy to finally stand. She was walking soon after. ‘Maybe,’ she mused, watching her feet plot silent steps through the windless grass, ‘maybe I can reach Queen Chrysalis myself. If she won’t talk to the others…’

‘Maybe she’ll be content with just me.’

Such was the extent of thought Shy had given her plan, no longer accounting for rationale. She watched her feet plod one in front of the other, until a toe pressed up against the shield that seemingly grew up straight from the ground– and slipped right through.

Fluttershy sucked in a breath– finding that new air stuck in her throat. Would one step further really change anything? Was she capable of changing Equestria’s fate all on her own? Or would this instead mark a point of no return in her life– separating the time from which Fluttershy was allowed free will & control over her life, and a new reality under the lock and key of Changeling overlords?

…

As if that reality wasn’t already the case.

Steeling her nerves, Fluttershy pushed herself through that permeable brink– ponies of course able to cross through the shield bubble as if nothing were there at all. And it’d been so easy too, passing the threshold between the remnants of Equestria and into the lands swallowed up by the Changeling horde. No alarm bells sounded off on either side of the line, no instinctual trigger shot pangs of adrenaline into her system. As if the whole war had, at least for a moment, all been mania made up in her mind– something resembling confidence returned to the mare. Now sneaking through enemy territory, Fluttershy didn’t offer Canterlot even one last look over her shoulder.

Just as quickly as she’d snuck into Changeling territory, Fluttershy slipped away into the nearby treeline. There wasn’t much up so high on Canterlot’s mountain, but Shy was an unintentional master of staying concealed. Such a skillset was a necessity for dodging awkward social situations & stalking the many great beasts of nature (to bring back to her cottage for tea parties, of course). Ducking through low lying shrubbery and obscuring her form behind the scant few Pines in the area, Fluttershy had begun her journey to Queen Chrysalis. She’d have a long way to go, and surely ducking through the greatest concentration of Changelings this side of Equestria would immediately be the biggest challenge she’d face before the Hive Main itself. What better time to conduct this ‘assault’ than under the cover of night, with the nature she was so attuned to on her side?

Still, even if it would all be in vain– to ‘break the rules’ as Shy figured she surely was doing felt… almost liberating. Shocker, since tackling any problem alone, let alone at this scale of threat, would normally leave the pegasus in a shaking fit. Perhaps it spoke to Fluttershy’s delusion, then– because fear was far from her mind, at the moment. Her wingbeats were silent, like that of a moth– quick gusts cutting through the cool night air in spurts more focused on pushing Fluttershy from one bush to another rather than proper flight. Being caught out in the open would make her easy pickings, after all– and Changelings were more than capable of flight, themselves. So, as the less militarized stretch of the shield bubble gave way into the main force of the Changelings’ siege, Fluttershy slowed her agile pace– waiting for more opportune moments to slip in between the ever-revolving rounds of Drones patrolling the shield’s perimeter.

Soon enough though, Shy was able to hear those increasingly close sounds tickling at her sensitive ears. Moans. Panting. Begging for more. The sounds that even a chaste virgin like Fluttershy could diagnose now, having heard such similar calls echoing into Canterlot without end for months: The sound of sex, and lots of it. Sighting a nearby fire through her newfound hiding spot of brush, a now-kneeling Fluttershy peeked through the brambles at the sight before her.

‘Lily!’

One of the Flower Sisters, and a mare who, much like her two sisters, hadn’t been able to flee Ponyville before its fall– laying upon her arching back as two Changelings seemingly sought to touch their tips somewhere inside her middle, what with how they pressed themselves into her petite frame. Surrounding the three in their lowly makeshift camp, even more of the studly she-bugs idled about– either discussing business too quietly for Shy to hear, or seeing to their own kneeling mares in one way or another. A majority of heads remained glued on the sight of Lily, though– as she was obviously getting the ‘best’ treatment of anypony in the immediate vicinity. It seemed even the Changelings themselves were shocked at the little mare’s capacity, those bulging gulps trailing lumps down her throat & routine weak twitches of her restrained rear telling a plenty apparent story without Lily needing to speak any of the words that were being again and again shoved back down her gullet.

Lily’s arms were cuffed outstretched over her head, underneath the meaty bulk of that throat-filling Drone’s thighs; the other keeping her legs cocked upward toward the sky in a limp “V” shape– her dark, dainty hands providing a lovely contrast against Lily’s pastel pink coat. Poor Lily’s ponut pucker was getting stretched surely to its upper limits, and the Changeling’s girthy log of ebony cock meat throbbing out ever more intermingling loads of clumpy bug-sperm & brood was doing the earth pony’s future elasticity no favors. Perhaps unsurprisingly, that fact didn’t seem to bother them any… but judging from the lidded eyes of Lily– it hardly bothered her either.

The Changelings had obviously been feeding well these past few months; as, even down low in their slut squats, those shiny black bodies quite clearly had at least a head or two over their current female fixation– and the ample proportions to still fill out their form and then some. And fill out, they did. It seemed each and every Changeling, even the lowliest of Drones, was packing the sort of curves that gave even a natural-Venus like Fluttershy a run for her money; the kind of body that Rarity would've adored to have modelling her newest line of dresses– even if her finest satin and lace would've strained to hold back all that ample meat packing their thighs & breasts so perfectly. Of course, that made no mention of just what those she-bugs were packing between their legs, but... with those twitching rods still buried up to the root in Lily's holes, Shy could only imagine their true wonder by what was threatening to leave the earth pony resized permanently.

Perhaps most surprising to Fluttershy, though, were the changes to Lily’s body. It had been awhile since she’d last laid eyes on the mare, of course– but the pegasus felt she would’ve recalled seeing the former florist rocking some fresh whole-body tattoos… Scrawled about all over Lily's pink coat, some akin to haphazard graffiti, and others with far more detailed intent, were the many declarations of the mare's new position in life as a loyal Broodwife to all Changelings:

'WALKING INCUBATOR' seemed to be written out along the length of Lily's held-aloft thigh.

'SWARM PROPERTY' or something similar had to be proclaiming itself proud atop the hill of one of Lily's breasts– but it wasn't exactly easy to tell, given Shy's angle...

Something resembling... a swarm of sperm appeared to be closing in around the puffy areola of Lily's other tit, but again, Shy couldn't be certain.

But perhaps most showcased overall at least, when that greedy Drone wasn't gripping up whole palmfuls of the Equine's ass was that peculiar symbol blotting out Lily's cutiemark... A hive of some sort? No doubt indicative of the mare's new owners– and perhaps her... newfound purpose in life.

Whatever it was... Fluttershy found herself utterly ~~enamored~~ fixated on the displays before her. Not just of poor Lily– but of all the Equines ahead. Surrounding their little bonfire, drenched in the smoky warmth of the flames, the little detachment were seemingly... well– very pleased with one another. Some mares traded far too-invasive French kisses with the Drones surrounding them, those fat, dexterous Changeling tongues clearly knocking about in the Equines' esophagus before finally relenting– the mere subsequent turn of one Drone's back apparently being enough of an invitation for the pony to invite her face up in between those weighty black cheeks; the same tongue that'd just lost a battle now apparently being 'punished' with needing to spit-shine the winner's asshole. Other mares, sounding both giddy and drunk, cheered their studs on as they struggled to remain stable against a treetrunk– their respective Changelings knocking away at the Equine's plump pony pussy like they had somewhere to be. All the while, those mares acted as personal cheerleaders, encouraging– no, begging for an even bigger, hotter load of 'nasty bug-sperm' than before.

"gasp~!"

Fluttershy's breath hitched in her throat, a mewl squeaking up from her lips as her wet thighs touched just a little too close to her own sensitive mons.

Wait– wet!?

A chilling sobriety quickly settling over her spine, Fluttershy could finally pull her face away from that unabashedly raunchy scene playing out just mere feet away from her hiding spot– and away from that same lingering comfort of the fire's heat. As if unsure as to what she may uncover, a shaky hand was already creeping down between her legs to sample at the honey pot between her legs. She hardly needed to waste the effort– visual confirmation would tell her no more than what she already knew, but couldn't accept:

But sure enough, Fluttershy was wet. It certainly hadn't been from fear, either...

Not that anypony was really around nor... 'focused' enough to care– but Shy's blush burned shamefully bright all the same. The pegasus dared not give the orgy before her even one more glance, her thoughts piling up to make a great mental train wreck in her head. 'How could she!? These poor ponies were obviously under the effects of some sort of Changeling poison– turning their minds to mush & their instinctual aversion to such filth up on its head!' Here Fluttershy was, totally sane– and getting aroused at her own kind's rape!?

Well, that sealed the deal: Fluttershy needed to get a move on, and fast. If nothing else, at least these Changelings wouldn't be much of a concern– they obviously had other things on their mind at the moment. The bushes Shy had been knelt within rustled just a touch as she retreated– nothing more than the wind, surely.

Shy continued on, trying to reason away her feelings as she dipped in and out of the ever-thickening forest surrounding Canterlot on her way to the railroad. Once she got there, she could at least discern which direction she'd need to follow to reach the Badlands of Southern Equestria.

'Once I'm off the mountain, the Changelings shouldn't be an issue until I reach the Hive. They wouldn't still have patrols swarming the lands they'd already conquered.'

'R-right?'

Of course, thinking at all had been made considerably harder now– the image of woozy ecstasy across Lily's face right before those plump, black balls stamped out her sense of sight (and probably scent) playing on repeat in poor Shy's mind. In truth, the pegasus had been totally transfixed– her mouth even lightly agape, staring dumbly at the barrage of debauchery before her. She'd simply never seen anything like that before– a mare who'd, despite her many hopeful bachelors and even a fair few bachelorettes throughout the years, had never even kissed somepony aside from her own mother. The mare hardly even knew what the word sex entailed beyond making a foal, and she certainly didn't understand romance, so that much all at once... well, it held her sweet, innocent mind hostage. Far from ideal, when looking to avoid a similar fate from what now ran replayed rent-free in Shy's mind.

Suddenly, the mare was snapping stray branches under her feet, or letting the bushes rustle just enough to make the hairs upon her neck stand on edge. More and more frequently, as Fluttershy drew nearer to the more 'industrialized' side of the Changeling's operation, curious questions of "did you hear that?" followed in her wake.

By now, the mere detachments of reconnaissance camps had given way to outright fortifications. From her path along the outskirts of the alpine greenery, the entire mountain face became alight with both the brilliance of watch fires– and the glow of bio-luminescence. Catching herself and falling still behind a tall Pine's trunk, Fluttershy peeked out at a craggy black tower– seemingly bursting up from the earth below as if natural. Though the thing was the size of a building– it seemed to... pulsate as if somehow alive. It was just one of many, too– as if these odd, outcropping chunks of living material were some sort of Changeling siege towers; or perhaps guard stands to peer overtop the many painted roofs of Canterlot from above. And worse yet: Within the nearby clearing, obscured from the paranoid eyes within the shield bubble by that black obelisk– a meters-wide mouth had been excavated in the dirt, Changelings meandering about at the cave mouth and overseeing the transfer of ponies to the underground. Fluttershy's nails dug into the Pine's bark, her eyes wide.

'T-They're digging holes underneath Canterlot!? Why!?'

Focusing further, nearly leaning herself past the thick Pine she hid behind, Shy's shock gave way to total confusion.

'And why do those ponies... They're not even in chains?'

Fluttershy knew that the Changelings possessed in one way or another an entire internal library of aphrodisiac-toxins to turn their targets into hapless bimbos of one-track mind; but these mares seemed hardly in the same state Lily and her company had been. No, these mares seemingly chose to follow the orders of the surrounding futa Drones– making small talk amongst one another, even laughing, as they were lead into the new caverns below Canterlot.

... In truth, all Fluttershy could claim to know about the Changelings and their tricks came from Twilight and the Princesses. Whatever they claimed, Shy had no reason to ever doubt them. After all, those who'd been taken by the bugs didn't exactly ever return, so... ponies like Fluttershy had no choice but to rely on the words of those she and every other Equine looked to for guidance as they did for all their concerns. The Princesses had to have been misinformed– or at least, lacking the bigger picture of just what the Changelings were capable of. Were these captured Equestrians down in the caverns so mindbroken that they'd follow orders blindly? If so, Fluttershy would've figured that they... wouldn't be so nonchalant and chatty, at least. It felt a little odd to think, but such... ease... seemed unfit to be seen from a sex slave, right?

"I don't understand..."

Once more, the woefully inexperienced pegasus was caught like a deer in the head lights, drinking in the distant forms of those nude prisoners. Many ponies below were faces she recognized, the many denizens of the former Ponyville– and even more strangers, perhaps taken from far beyond Central Equestria. Yet, save for a few individuals obviously still attempting to resist, flanked with Drones keeping their arms interlocked and the mare's feet up off the ground, the prisoners just seemed... happy.

Shy was too far to hear any of the conversations those meandering mares distracted themselves with– but she definitely should've heard the tell-tale buzzing of wings closing in from behind.

"We'd be happy to help enlighten you, Broodwife."

But, alas.

Fluttershy's wings plumed out to their fullest extent, her eyes pinpricks– now frozen on the distant scene before her. She hardly needed to see the source of that exotic, distinct trill to know just who -or what- the voice belonged to, though. The poor pegasus had squandered her one shot at freedom, however little she'd gotten to actually experience being out in nature once more.

"Eep~!"

And all because she'd been so enamored at the sight of her own, in servitude.

Getting her stiff wings back under control, Flutters spun where she stood, nailing her back against the tree. Four Changeling Drones of various height and size touched down before her, arms crossed and looking cocky. Even more moved into position from behind– perhaps having been stalking her for some time now. Shy was surrounded, and she had no pony to blame but herself. With perhaps eight or more Changelings now mere feet from where she stood– the chance to escape had been stolen away from Shy long ago; something the Changelings seemed more than pleased to milk. The supposed leader of the bugs took a step forward, letting her hands slip down to crown her hips.

"Another Canterlot runaway, hm? Getting desperate, cooped up in your purple cage? I can hardly blame you– especially if you're one of those ponies who've been sneaking blowies through your side of the shield. Sound familiar~?"

The she-stud Drone's voice dripped with smugness, as if Fluttershy's consent had already been confirmed in her mind. 'Sneaking blowies' though– well...

"I– uh..." Fluttershy sputtered, trying the best she could to try and sink into the rough Pine's bark "I-I don't know what that means... Ma'am?"

The Changelings all collectively threw their heads back in laughter, their smiles perhaps purposefully showing off those prominent fangs that dripped with something that clearly wasn't saliva. "Hah! 'Ma'am,' huh? That's awfully polite of you, pony. If you weren't still wearing clothes, I'd figure you were already a broken-in Broodwife that'd gotten lost– you're gonna fit in perfect with the Exhaustion Teams down in the tunnels."

The Drone seemed to be utterly adoring the panic on Fluttershy's face– feigning realization. "Oh, speaking of–"

Fluttershy hadn't even felt their approach– three Changelings having come up from behind. As if thinking in unison, those slender, black hands worked in perfect synchronicity. Some pinned Shy's hands at the wrist against her tree– and the others yanked, making quick work of tearing the meager sundress the pegasus had been wearing to mere tatters. Whatever remained of the former dress slipped unceremoniously to her feet, leaving Fluttershy just as nude as every other Equestrian she'd caught a glimpse of outside Canterlot.

The Changeling leader cocked her head, cooing in delight. "Fuck me– you really are a runaway. Not a single tattoo on her, huh girls?" The others nodded in agreement, invasive hands that cared little for Shy's cute squeaks turning her now-puppeted body around in place for confirmation. Of course, those same hands took their fair-share of gropes and squeezes, too– quickly turning Fluttershy into a blushing mess.

"She's got the butt one!" Another Changeling called out, punctuating her words with a nice 'THAWP!' slap right to Shy's ample wobblemeat, sending the butterflies on her cutiemark jiggling about.

"Prime-ass Broodwife, too. Very rare sight– and a pegasus, no less! They're usually more sleek! You sure you don't have some of that 'Ally-corn' blood in you, babe?" The Drone teased, moving in herself to more thoroughly inspect Fluttershy's ass. The Drone pushed aside Fluttershy's other cheek, giving her a clear view of that pronounced, virgin ponut already sent into a clenching-fit as Flutters peered worriedly over her shoulder.

"Ngh~! I-I, uhm, please– I don't, eheh, h-have much experience–"

Fluttershy could hardly get a word out, let alone form up a proper sentence. By now, the Changelings had all closed the gap on Fluttershy– a swarm of hands doing everything from spreading apart her legs, pulling up on her tail, tweaking a nipple, palming the other breast... one hand even slipped an index finger past Fluttershy's lips– fishhooking the mare just to showcase all the more how little control she had.

"Gah– aaah~"

Her words, so littered with squeaking moans and cute little yips, went doubly unheard by the Changelings molesting the mare. As if the crowning mark of humiliation before whatever would come next– the lead Drone spat a fat wad of goopy spit down on Fluttershy's bare pony pucker. "Yeah, you're a fucking catch of a slave. The sisters are gonna be fighting over you every day."

Blowing Fluttershy a kiss, absolutely relishing the hot panic splayed out across her face, the Changeling lets her blunt mess of black cock slap down atop the pegasi's butt hole, cupping Shy's cheeks back into place with a firm grip to see how well the Equine's ass framed her log of an ovipositor. Still, despite her nonstop teasing, it seemed even a Changeling was capable of something like empathy. Or at least– sexual tension. The Drone leaned in toward Fluttershy's ear, breathing a hot puff of tender allure. Fluttershy flinched.

"I can tell you're nervous, pony, so I'll start you off with some foreplay before my sisters get their turns. I'll be far more sweet than them, I promise. Now, why don't you start twerking your ass along by Brood-pole, yeah? Get me hot n' bothered before I plug your shitter?"

Fluttershy gulped.

"... W-what is 'twerking...?' "

Thankfully, Fluttershy wouldn't need to find out. Yet.

A new voice broke through the isolation, sounding far more impatient than the others.

"Drone Cerana! Cerana!? Cerana #3821!! Where in Winter did you slip off to now? You KNOW we have more Broodwives to–"

Though Fluttershy couldn't see the newcomer, it was plainly obvious as to how she was feeling. It seemed even the Changelings, as foreign as they were, still packed freeloaders and troublemakers in their ranks. Just as Flutters had been encircled on all sides by eager, curious Changelings– their hands and other bits retreated, all bugs present slapping up to attention as the new voice neared.

"O-Officer Hornette!" That same Changeling who'd just a second before been prepared to start sawing the length of her ovipositor along Shy's plump pastel ass now stood upright and rigid– stuck in a sharp salute. "I brought the detachment over to capture a new runaway from Canterlot, Ma'am!"

As this so-called 'Hornette' closed the gap, ensuring her every stomp in the grass rang true to the other Changelings' ears, Cerana whispered to Shy "I was gonna be nice– put in a good word for me here, yeah? Maybe save that rump for me when we're back in the Caves?"

Flutter sputtered, her mind stuck doing flips at the sudden 180 here.

"W-wha..."

Keeping herself nice and tucked up on the tree she'd nearly lost her anal virginity against, Fluttershy tried as best as nature would allow to cover herself up– pressing her tits into the Pine's bark and pinching her tail nice and tight down between her legs.

Finally, Officer Hornette stomped her way into the little clearing, a clear vein pulsing in her forehead. Hornette mustered up the ass-chewing of a lifetime (a common occurrence these days, having to deal with the squad assigned to her), ensuring to dig her accusing dagger-glare into each Drone for a few words each...

"Do you Drones like failing the Queen or something!? Why are you always running off?! You can breed all the Broodwives you want when you're off the clock–"

... Until finally, her eyes locked onto the 'runaway' in question.

" –Chrissy's black-fucking-balls! THIS is your runaway?!" Hornette threw her hands up toward the Heavens, calling down a conniption that drew the attention of even the distant Broodwives down by the cave. "Do you numbnuts even KNOW who that pony is?! Please, TELL me you didn't already fuck her!!"

Cerana's sparkling teal compound eyes flittered shut in relief, mouthing a silent prayer of thanks to the Queen.

Fluttershy, on the other hand, felt the hairs on the back of her neck raise– that thick gloop of Changeling spittle coating her puffy asshole now starting to tickle with little pinpricks of pleasure.

"Thank the fucking Queen– I was getting to that part, Ma'am! Uh– foreplay and such, you know!" Weakly, Cerana threw in a final "M-Ma'am!" in there at the end.

Hornette nearly fell to her knees, belting out her own thanks to the Queen.

"That Broodwife right there is one of the Mother-fucking ELEMENTS OF HARMONY, Cerana!! And YOU are going to be delivering her personally to Queen Chrysalis!"

Cerana's salute fell alongside her upright posture, drooping low. "Wha- huh? But, O-Officer Hornette, I'm not a Cicada–"

Hornette didn't even let the bug finish. "You are one now, baby! That slut's gotta get to the Queen special delivery! And what's even better: You're out! Of! My! Fucking! MANE! HOO!"

The weary Officer's demeanor had done a total 180 into abject relief, rather unbecoming of her caste within the Hive. Perhaps that spoke to Cerana's abject inability in following orders, most unbecoming of her caste. Still– that was no longer Hornette's problem. Hornette stiffened herself back upright, clearing her voice with a giddy 'ahem.'

"I hereby publish the order! Drone Cerana #3821 is to SOLELY and PERSONALLY deliver the Element of Kindness, Fluttershy, to Queen Chrysalis at the Hive Main as expediently as possible! Drone Cerana #3821 is to allow NO Changeling other than the Queen to so much as TOUCH the Element of Kindness, Fluttershy, until she is relinquished unto the Queen's control for further instruction!"

With that, Hornette topped off her official instruction with a first pump– immediately resetting her sights onto the other Changeling's of Cerana's prior band. "You Drones! Fall back to your post, or you'll all be on Chip Duty for the next week straight!"

If Cerana's friends were prepared to fight for her, that much killed their ambitions quick. The others fell in line behind their retreating Officer, only giving the now-Cicada some words of 'cheer up!' and 'now I REALLY want to breed that bitch!'

Now, only Cerana and Fluttershy still stood in the clearing, hearing off Hornette's parting words.

"And do come back expediently, Cerana! You don't wanna miss Canterlot's capture, right? I'd get moving~"

Finally, Cerana dropped her salute– taking her anger out on Fluttershy's rump with another echoing 'THWAP!' of ass meat.

"EEP~!"

"Damnit, pony! Thanks for the help!"

Well... at least Fluttershy was still on track to her destination.

"And I'm lettin' you know now, 'Fluttershy–' handjobs do not count as touching!"

... Right?

"Uh, y-yeah, 'handjob–' got it..."

"... Miss Cerana, w-what's a handjob?"

Author's Note

Hi again! I hope you're enjoying so far! Now, here's a question that's on my mind at the time of writing & looking to move into the next chapter: Should I focus the next chapter on Shy & Cerana traveling together to the Hive Main? Could give me the chance to show off what the Changeling's side of Equestria is like– but it might not have a lot of smut in it.

Alternatively, I can handwave that process more or less & start the next chapter with Cerana dumping Shy at Chrissy's feet and getting into the real fun bits of the story! I think I know where I stand on the question, but it's been on my mind so I figured I'd ask the readers too.

Anyway, hope you're enjoying! If it wasn't obvious, I'm looking to bank pretty heavily on the race/speciesplay aspect of kink here quite a bit– most easily apparent in the parallels between the QoS tattoo & Lily's own Changeling-only version slapped overtop her cutiemarks! Expect a lot more of that– but probably not with accompanying images. Slapping something simple like that in Paint is about the limits of my capabilities with photo editing. Still, I hope you like the little inclusion!

Lemme know what else you might like to see, and hang tight for more! Poor Flutters is in Changeling hands now, so expect things to amp up kink-wise sharply from here on out.