A Butterfly's Hive

by Smatterhorn

Rating: mature
Tags: Anthro, Main 6, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Romance, Original Character, Porn, Fetish, Queen Chrysalis, Profanity, Non-consensual, Fluttershy, Sex
Length: 15557

With the Changelings seemingly hellbent on swallowing up all of Equestria, a desperate Fluttershy seeks to make a difference. There's a new apex species in Equestria now, though– and all others will learn to serve under them. Fluttershy included.

Queen Chrysalis, sole Matriarch of the Hivesprawl and Tyrant over all Changelings, has made her move. Equestria had grown idle, unbecoming of a nation so rich in love and harmony– with such a predator at her gates. The Elements were only just able to hear the summons of emergency orders to Canterlot before their own beloved Ponyville was ransacked by the rolling swarms. Of course, even that terrible mass of bugs was but a mere fraction of the Changeling's mobilized population– every Drone deployed with precision to turn the idyllic countryside pastures of Equestria into further-reaching veins of the Hivesprawl.

Maybe the Equestrians could have stood a chance, but they hadn't been able to act. Now, the Princesses' only saving grace being the Royal Guard Captain's shield, talk amongst the Two Sisters and the Elements increasingly leans on the hopes of a merciful surrender deal to retain even a shred of dignity in the Jewel of Equestria, Canterlot.

The situation grows more desperate by the day, and the Changeling Queen refuses to open negotiation. Can the lone work of a single mare save even a crumb of Equestria once the dust settles?

If not, that poor little pegasus may have just signed away her freedom.

Hey there! This story is set in an anthro AU of Equestria where, obviously, things are going pretty well for Chrysalis. This is, beyond anything else, a smut fic that I'm probably dumping way too much time and effort into. That said: There's room for romance too! It's just coming saddled with, uh... a lot.

KINK WARNING : This fic will most definitely contain Oviposition, egg-laying, gangbangs, less than consensual sex, dubious consent, sex slavery, plenty of futa changelings, genderbending, living insertions, tentacles, filth and lots of it, raceplay/speciesplay, rimjobs, body writing, corruption, and more to come as necessary.

This one is not for vanilla readers, you've been warned.

Oh, and proper cover art comin' eventually! Might have to commission it, heh... In the meantime, this placeholder was done by Steamy Art!

Published 2024-03-05 17:50:01 UTC
Last updated 2024-03-15 00:22:23 UTC

Kindness Captured

"Stupid Hornette... this trip is gonna take forever... and I don't even get to fuck the Broodwife? Come on..."

Cerana had spent the last... however long it'd been since she and her new luggage stumbled out from the brush atop Canterlot Mountain muttering to herself, a seemingly unending spree of grumpy mumbles spilling out from her pouty black lips. Fluttershy didn't mind– she needed the (relative) quiet to think. And, if Cerana was to be believed–

"I swear, you'd think the Worker 'lings would be hard at work building, uh... something to make getting around the Hivesprawl easier– but nooo..."

... Well, this wouldn't be an expedient journey.

Cerana gave the mare's hand another impatient tug, quickening Shy's lagging pace once more. Away from the 'warfront' outside Canterlot, the Changeling had dragged the mare deeper into the ever more fortified complex surrounding the city. It was a surreal sight– as though the bugs were looking to build their own version of the Capital surrounding the other. If only they could've known the state of things within the shield bubble– all of this was excessive overkill. Shy hardly had the time to marvel at those odd towers of living crag, though– another tug on her hand leading her down into a haphazard opening in the mountain rock.

This cave, Fluttershy discovered, was something of a Changeling Metro– just one of the many thousands of entrances into the Hivesprawl, the new infrastructure veins of former Equestria. Fluttershy hadn't realized at the time, her nerves still on high-alert and her thoughts a scrambled mess looking to piece understanding back together, but that final breath of mountain air– so easily, unknowingly exhaled as she trudged close behind her captor– would be the last aboveground fresh air she'd be getting for quite some time.

Tunnels.

Tunnels, and lots of them.

Tunnels seemed to be the modus operandi of Changelings, those who so loved to stay hidden from the waking world above. That subterfuge wasn't all that necessary anymore, but it seemed old habits died hard. Under the glittering glow of bio-luminescent mosses growing wild along the brutishly-carved cave path, the two walked a lonesome bend of snaking offshoots and stairs upon stairs– trotting toward the depths of the earth. With a still firm grip on Fluttershy's hand, Cerana kept her face straight ahead and her mouth glued shut. Shy noted the peculiar stick the Changeling's... skin(?) seemed to have, as if a natural film coated the entirety of her body like clammy, biological-velcro.

"U-uhm, Miss Drone Cerana, Ma'am...?" Fluttershy began.

The Changeling's angle nor posture changed.

"What."

"May I, ah... ask a question?"

Cerana was just as quick with her second answer as she'd been with the first.

"No."

Fluttershy bit her lip, her own grip on the Changeling tensing– but obeyed all the same.

Right up until Cerana got bored.

"... Ngh– okay, fine, what."

Ever polite and seemingly having been granted about as much protection from any handsy Changelings as could be afforded to a ‘Broodwife’ by mere lip service– Fluttershy had been given some breathing room to speak with just a bit more confidence.

"Oh, thank you– so, uh... how can you know where you're going? This path doesn't seem all that... easy to remember."

Cerana scoffed "to a pony, maybe. I could walk us alllll the way over to the Crystal Empire if I really wanted to– wouldn't need to pop up from the Hivesprawl veins even once before we were there."

Shy's eyes traced the odd buffs of green & blue-glowing lichen mapping the walls. "Through these plants?"

Finally, the Changeling cranked her head back to face her prisoner– though only to shoot her down. "What? No. It's... oh, how to make a bimbo Broodmare get it..." Cerana chewed on her cheek, her eyes briefly darting away from Shy's as she mulled over her thoughts. "Ah! It's like... you guys sense pheromones, right?"

Now it was Fluttershy's turn to look away.

"I... I don't think so?"

Cerana rolled her eyes, her 'breakthrough' having come up short. "Okay, well, you know what instincts are at least, yeah? It's like that. We just know– and really, there's no easier place to 'know' than wherever the Queen is at any given time; so I know this is the fastest possible route to get to her."

Fluttershy's eyes lit up. Even if just for a moment, the 'safety' of her position and the briefest of conversation on something other than Canterlot's defenses or Equestria's battleplans... well, Fluttershy felt almost normal again.

"M-my, that's so interes–"

Almost normal. Had she forgotten that she had been captured and was currently being brought before Queen Chrysalis for who-knows what? Had she forgotten that the very bug she was about to compliment had, just a few hours ago, been ready to rape her? Had she forgotten that this same Changeling was just one of the millions hellbent on bringing that same fate to all Equestrians?

... Had she forgotten the excitement that bloomed throughout every little spot those eager Changelings touched at across her body?

Cerana just sighed. If nothing else, it at least seemed her mind was away from those prior grumbles now.

"I know this tunnel's pretty long and boring, but we're nearly at a central artery. You haven't seen shit yet, my fat-rumped Broodmare. This," Cerana motioned to the mere rock– rock that was now nearly covered in the glowing moss " –is just a cave, the sort we'd dig up to scout out stuff above ground. We'll really start making time when we get to the artery– and you'll get to see why you should've given yourself up to the Queen a long time ago."

Looking down at her feet, Fluttershy didn't respond. Once more, too many questions were on her mind. Questions that she didn't know how to answer. If nothing else– at least the damp coolness of the cave had begun giving way to something warmer. Even more humid than before, sure: But whatever lied ahead in that queasy glow felt like the very beginnings of a sauna...

Despite her racing mind, Fluttershy's pace kept up with Cerana's just a touch more.

Cerana hadn't been lying.

That meager crawlspace of a tunnel, eventually drenched in both the glow of all-encompassing fuzzy lichen and now the hot fumes from somewhere beyond, bloomed outright and quite suddenly into...

Well, Fluttershy couldn't quite wrap her head around it. Those dark towers that'd increasingly begun pocking the skyline of Canterlot? They weren't just buildings– they were growths. Growths that spawned from... this... Cerana's description of 'artery' had been apt, for the innards of this subterranean highway spilled out before tiny, tiny Fluttershy's eyes like a living cathedral. The pegasus clearly hadn't realized just how deep she'd ventured underground, for from her meager spot just beyond one of the many capillary caves branching off from the interior hall– not even all the light washing this hazy haven could illuminate a ceiling above.

The dull slate of the earth had seemingly been grown over and covered up entirely by whatever this... thing was, as though Fluttershy had never been underground at all– but instead swallowed by some impossibly massive serpent. In the rocks' place, a throbbing bubblegum painted over the cave with fleshy, ribbed bulges– like carpet that'd been pushed up against a wall and was beginning to hill. Fluttershy didn't know whether to awe at the sight or wretch, seeing how great black support arches and pews had been erected along this artery of the Hivesprawl, giving the whole grand way something of monument status. Nothing– nothing down here should have been, both by the decree of logic & what should've been simply universal rules of what was and was not possible. Despite all of that– here it was. A mere highway to the Changelings, at that.

Cerana couldn't help but giggle, lightly raising Fluttershy's jaw shut with a hand.

"Hehe~ Impressed, aren't you?" The she-stud bug drank in the look on Shy's face, showing off how her foot sank into that chewed-bubblegum flesh with a slight give. “It’s almost bouncy! See? Super safe, if you ever fall. It’s next to impossible to scrape up your knees in the Hive~” Cerana wiggled her eyebrows with that last bit– an innuendo that flew nice and high above Fluttershy’s head.

Fluttershy tried looking out into the expanse, the horizon within down either side of the artery hall soon enough obscured with an ever present fog. Still, clearly expanding without fail as far as her pony eyes could see– Changelings of all sorts stayed as active as the beast they dwelled within. Something akin to meager shops and stands amassed along the borders of the artery where the floor met the pulsating walls, apparently selling everything from strange materials, stranger foods, and even Equestrian prisoners themselves. If the middle straightaway of the hall was a highway where Changelings went to and fro along an endless sidewalk– the sides were an equally unending expanse of rest stops and marketplaces.

“And… and this is just the path from one Hive to another…?” Shy questioned, finally having built up the courage to touch her toes to the squishy flesh of her new home.

Cerana shook her head. “This is the Hive, Fluttershy. Whether you’re here, or the Hive Main, or any outpost Hive being built into the surface.” The Changeling patted Fluttershy’s rump, as if the gesture would be as supportive as a pat on the shoulder. “I figure it’s hard for your Broodmare brain to comprehend– but there is no end point here; just a single, whole organism.”

As if it was something Fluttershy ought to be happy about, Cerana cocked her head and gave the pony a genuine smile. “If everything else is the ‘limbs–’ you can imagine we’re going to the core of the body, or the brain: Hive Main.”

Gradually, Fluttershy lost control over her lower jaw once more, eyes fixated on a lumbering beast of many legs and a round segmented shell. Cerana followed the pony’s view.

“And that is what we call a Burden Bug: A Pillipede, to be exact!”

Fluttershy weakly nodded. Just like any other animal, the many little crawling critters of the world had smitten her heart long ago– and the mare saw nothing wrong with adoring spiders just as she adored bunnies. The issue here was that, well...

Fluttershy knew Pillipedes. The biggest of them were hardly larger than a finger nail. That one was more comparable to a Manticore in size. Just as she'd began to accept that her surroundings were indeed a reality, the poor pony was thrown for a loop once more.

... And for better or worse, Fluttershy couldn't keep that blooming happiness from welling up in her heart.

"O-oh my."

Holed up within Canterlot for so long, so high on the mountain, Fluttershy had all but lost access to her beloved animal friends with little chance to make new ones. To her, the mere sight of the Pillipede weighed down with bags and tied to a slaver-merchant's shop was something akin to a little filly seeing her first teddy bear.

Her first really big teddy bear.

"We use the bigger beasties like him to lug around the heavy stuff; guy's back is practically made for– Fluttershy, hey!?"

Now Fluttershy was the one pulling Cerana. The pegasus wouldn't hear another word on the matter, dragging her solo entourage through the bustling mass of she-bugs heading from one end of the Hive to another. Shy needed the release– just to pet the thing, really. It might've been a temporary salve to stave off those pestering questions running rampant in her mind, Shy knew that much; but the mare had been through a lot. Between the ever-worsening situation back in Canterlot, to getting captured and almost raped, to seeing how her species had been brought so low all around her–
Fluttershy needed to pet that overgrown pillbug.

Cerana yanked back against Shy's hand– finding her pastel mitts far more resistant to obeying when she wanted them to be. "S-Shy, you twit! A Broodmare can't just be pulling a Changeling around like this! You'll just attract more attention to yourself– and I really, really don't think I can convince the entire swarm that you're not to be touched! Even worse, my sisters will never let me hear the end of it if I'm seen getting pulled around by you!"

If Cerana's words were heard at all, they went ignored. Going only as far as to announce her beelining warpath with a litany of mumbled "S-sorrys," Fluttershy pushed aside the warmth feeling of Hive-flesh squelching up between her toes as she stomped her way to the other side of the artery hall. Even those 'attacks of opportunity' went largely ignored by the determined mare– many Changelings seemingly on-instinct taking a touch tax upon coming too close to a Broodmare. Not like any of the bugs were going to be reporting an instance of public molestation, anyhow.

Finally, the many legs & shell of many segments loomed dully before the pegasus, its comparatively beady eyes meeting Fluttershy's own with nothing to say. She met this stare for a few moments– letting her steeled determination melt away from her face not long after.

"Oh my goodness, you big boy! I've never seen a cutie Roly Poly quite so big as you, mister! Oh, you must just love hugs! But I can't even wrap my arms around you, my big snuggums..."

Cerana was released from her temporary property's death grip– left with a look of absolute bewilderment herself as Fluttershy tried (in vain) to wrap her arms around the Pillipede's... 'face.'

"... Fluttershy, you have no idea where those things have been, do you." Cerana posed her words like a question, but she was hardly asking Fluttershy. She knew the pony didn't– and she knew Fluttershy wasn't listening. The Changeling's dumbfounded staring wouldn't last long though, as the owner of said Pillipede took notice. This Changeling was an oddball– long, straight mane of the darkest violet and glittering bulbs of yellow for eyes. More importantly, she was not pleased.

Already, the slaver was stomping her own way toward Cerana.

"Sister Cerana..." she began, keeping her tone measured despite her clear annoyance. "Your Broodwife there appears to be getting chummy with my Pillipede...?"

Cerana slumped.

"Of all the fuckin' Lings, it had to be Trigona..."

Trigona gave the odd Broodwife another glance, making it quite clear the particular assets she was more curious about. Quickly, her head snapped back to Cerana "are you looking to make a trade? That bimbo's stacked– and if she already likes getting mounted by Pillipedes and Greenbands, you know I'll trade three for the one."

Cerana cupped her face with a palm, knowing that this could no longer possibly end well. Trigona was an oddity herself– even among Changeling kind.

"Ever the collector huh, Trigona? No, that bombshell isn't for trade and, as far as I know, she isn't infected with Leucochloridium. Yet." Cerana rubbed her chin, flexing an eyebrow. "Does seem to have a soft spot for the big & dumb, though..."

Trigona hissed under her breath, a common sign of displeasure among Changelings, but Cerana kept the bug's face focused on her own. Fluttershy was beginning to climb atop the unbothered Pillipede, and both fellow Drones and Broodwives alike began to watch from afar. This could turn bad, and fast.

"Keeping her all for yourself? Bah! Some Changeling, Sister Cerana. I can hardly blame you though–" Trigona began wriggling in the light clutch Cerana held her cheeks in " –that one is a beauty among beauties, and– will you let me go?"

Those dull, blue eyes of hers darted about the immediate scene– Cerana's mind already turning with the beginnings of a plan. The Changeling was never all that good with following directions. Not how the director wanted, anyway. Ignoring Trigona, who was now grunting in her grip, all Cerana needed was to see that plump yellow butt fish a fellow Broodwife up onto the Pillipede's back– to drum up a great idea.

"Hah! Yeah, Tri– somethin' like that..."

"... Say, you're gonna really hate me for this– but I'll make it up to you when we're storming Canterlot, yeah?"

Trigona was outright flailing against Cerana now, the impromptu Cicada ignoring every weak slap to her busty black tits.

"W-what are you– Sister Cerana!?"

The bug didn't waste a single second more– Fluttershy had managed to draw a host of watching eyes with her antics, but she'd managed to secure both a means of escape, transport, and a bitch to breed while on the road. Tactless, Cerana shoved her 'collector' sister to the floor, buzzing up atop the Pillipede herself with a mere jump & buzz of her wings.

"Throw off the bags, Broodmares! We're ridin' this Pillipede all the way to Hive Main!"

Fluttershy yipped, scooching up against her newfound friend as Cerana's extra weight spooked the Pillipede something fierce. Seven pairs of spindly legs began to scurry, already outpacing Trigona in the crowd before she could even pick herself up some the slimy mess of the Hivesprawl floor.

"S-sister Cerana, you greedy slut! I knew that bitch liked bug dick!" Trigona cried out. Honestly, pursuing the escaping Changeling would hardly be a problem– but it'd ensure that the bug's shop would be picked clean of its every valuable upon her return, too. Scurrying back to her own hovel, tucked within a living crevice of the Hivesprawl artery, Trigona called out amongst the clammer of a hundred Changelings swarming the main way "You better pay me back, Sister!!!"

"Queen's balls, Trigona has good fucking taste in Broodsluts...~" Cerana cooed out, her palm riding the back of the Equine's head as she guided the mare in long arching strokes up and down her cock.

"S-she, uhm, just wanted to ride on the Pillipede too, Miss Cerana..."

Cerana sighed contentedly "yeah well, she'll be more than happy to ride on me too. Right hon?" The Changeling gave the mare fellating her black buggy cock a dopey smile. A wet, muffled "mhm!" from below seemed to prove her right.

Fluttershy kept her eyes– hell, her entire body, turned away entirely from the two in their act. Shy had just wanted to feel the big bug's armor, and one of Trigona's Broodwives had shared the sentiment. Now that the mare thought about it though, what with those odd, stubby stalks sprouted from the other pony's mane– maybe the Broodwife was looking for a different sort of feeling with the Burden Bug. The thought made Fluttershy a bit queasy.

"Well, ngh, you made the right call, Shy. This bitch is fucking fantastic and– ah... I-if I don't get to fuck you, I need something to wet my dick on. No time for sleep when I got a special delivery for the Queen herself, right?"

If Cerana's intent was to make Fluttershy feel better about the situation: It wasn't working. As far as she was concerned, she'd been complicit in yet another affront against her species: Unintentionally serving the Broodmare’s body on a silver plate for Cerana. Worse yet, it was another mare Fluttershy at least somewhat recognized– Blossomforth. Just like Lily and the other mares of their former home, she was just as eager to serve her current Changeling like all the rest.

Fluttershy bunched her knees up into her chest, merely sitting atop the skittering Pillipede no longer bringing the comfort it had before. With only the constant sloppy ‘glrks’ of Blossomforth to be heard; Fluttershy had to once again meditate on her situation, watching the gross walls of the Hivesprawl shift and squirm.

‘I didn’t even push their hands away. I just… froze up.'

‘Part of me…’

Fluttershy didn’t let herself think the rest of that thought– though she knew exactly where it’d been heading. Even now, she still felt that lingering stick of Changeling spit coating her plump asshole. Try as she might when Cerana wasn’t looking to wipe the remaining goop away– the act only stimulated hot pinpricks of sensation, some little part of Fluttershy’s mind increasingly growing in volume, telling her not to wipe the stuff off of her ponut– but to instead stick a finger or two within.

Now down in the Hive itself, Fluttershy’s desire was only getting worse. That fog, she’d come to discover, was far more than just excess moisture in the air.

Gently, Cerana pulled at Shy’s tail to get her attention. “Y’know, I really, truly, don’t understand you prude ponies. Blossomforth is, mhng– l-loving her treatment right now; but I’m sure she was just as cold as you when we first captured her.” Cerana could feel by how her dick moved with Blossomforth’s head that the mare was saying ‘no.’ For the sake of her words, the Changeling ignored it (but made sure to pet the pegasi’s mane in approval).

Well– how was Fluttershy supposed to respond to that? What could she have said? The mare still knew next to nothing about the Changelings, aside from their penchant for capturing innocent ponies and making them do all sorts of unmentionables– hell, things Fluttershy equally couldn't understand. Just why on earth would even the foulest of Changelings want a pony, or anything for that matter, to lick at her... butt!?

Of course, therein lied the problem. Fluttershy couldn't understand. Even the personal panics and horror she'd faced thus far had been dulled to some capacity by her own ignorance, her own innocence.

Cerana sighed once more, noting Fluttershy's quiet streak. "Bah. A shame I can't stick around until the Queen herself has broken you in. I guess you can't really help it, being in your state." The Changeling let her upper body fall back completely along the segmented shell of the Pillipede, drawing idle little circles upon it as her ever so lovely orgasm got to work, her cocktip blooming out within Blossomforth's throat to dump both seed and eggs alike. "Fffuck me...~ Not a bad ride on this big ol' thing, I gotta say!" Cerana gave the Burden Bug's shell a few heartfelt whacks "big guy's got us nearly at the Hive Main in a record pace! Shows what those Cicada Drones know– they shoulda been doin' it like us since the beginning."

... Cerana cared little about how the hulking Pillipede tossed aside the Changelings in his way down below, a chorus of insults having become a continuous echo in their stead for hours now.

Even with Cerana's attempt of... something resembling small talk, Fluttershy felt herself not in the mood to fire back. Innocent as she was, the pegasus was anything but stupid– but even the dullest of Equestrians would be able to see just how deep Shy had dug herself. There'd be no friends mounting a desperate rescue mission here– no longshot stroke of magical miracle to simply *poof* her back into the safe clutches of Canterlot. Those days of Equestrian luck were long gone. Now, Fluttershy was a prisoner down so deep in her jail that she'd not even needed chains. Her prison was all-surrounding, and alive, at that.

Nervous blue eyes peeled up from the safety of folded arms that clutched her knees in tight. Fluttershy's only remaining hope would be the wager that had convinced her to step beyond the shield bubble in the first place.

And even then, she'd still not be free.

While on her shared trip, Fluttershy had found the contemplative hours alone with her thoughts that she'd been dreading– having no choice but to face the reality of her feelings and the scenes that played on repeat in her head. All of this to the tune of Cerana switching positions with her current Broodmare of choice, forced to listen to every wet thwap and strained cry for more from Blossomforth, the poor mare on the verge of losing her voice.

Whatever distance she'd traveled couldn't be certain– nor the time, as not even Celestia's sun nor Luna's moon were given any respect down so deep in the Hivesprawl. Huffing that poisoned air for breath, tinged with the foulest mixture of sweat, sex, pheromone, and whatever ambient bug-stink just so happened to comingle with the rest– Fluttershy found herself fighting to repress those lewd scenes in her mind less and less, now simply watching as a spectator.

The euphoria splayed out in a drunken mess across Lily's face, before her vision was blotted out by the clenching swan eggs seeding her throat.

The giddy kisses, Broodwives reduced to schoolfillies who knew they were doing something they weren't supposed to, swallowing down inches of Changeling tongue before willingly sinking to their knees themselves for their own tonguework.

Blossomforth's inability to decide whether or not she was Cerana's personal cheerleader or most devoted worshipper, unable to control her drooling as Cerana lovingly gripped up a palmful of her mane– pounding into her needy pony ass like a jackhammer.

And her own excitement, marred with so much fear and so much anticipation, nearly putty in Cerana and her goons' hands as the she-stud laid that brutal slab of dark dick down between her cheeks.

" *Gasp!* "

Once more, Fluttershy felt her lower lips slip with the slick of wetness. She wasn't even at the Hive Main yet, and the mare was already beginning to crack.

Just what might happen when she is thrown before the Queen herself?

Author's Note

So– if it wasn't obvious, I went with the tease & worldbuilding route. I'm not super thrilled with how the descriptions have turned out thus far though, I must say. There's a specific look I'm trying to nail, but I'm just not sure if what I'm seeing in my head is what's getting onto the page. I'd offer actual visuals of just what I'm referring to, but to my knowledge, such things don't really exist. If you've ever seen the sort of animated tentacle porn that takes place in a wet, fleshy cave though– that's exactly it. I'd link some examples, but I'm not sure that's allowed– so I'll hold off. If this story is the sort of thing you're into though, I'm sure you know just where to find it though, perv~

Anyways, I think I'm looking to finally cut through the bullshit at the beginning of the next scene and hit the ground running. All the marveling at the inside of the Hive Main can wait– Shy's gotta meet her new Queen.

Hope you're enjoying! I'm sorry again if this has primarily been just a lot of build up so far– I know I said I'm a big fan of such things & I am, but even I'm starting to think I spent too much time fixated on setup and not the important bits– like Changeling sex!

EDIT: Special thanks to Nameless Goat for pointing out a pretty major typo! Not quite sure how I missed that... but it should be fixed now!

Prelude – Revival Night

The Queen’s game was one of waiting. Till now, she’d set each piece with tactile intent. She was much like the Two Sisters, in that regard: Methodical. For a Queen so impatient, it spoke to her sheer will that she'd been able to keep herself from leaping at her prize until she and her subjects were well beyond ready. The Queen did not like a challenge, no– the Queen liked an easy conquest. The sort of approach so demoralizing to her enemies that they’d sooner give in to their assured fates before their hands could even think to reach for spears. That was the Queen’s ideal.

So, despite the years it took to breed and amass and plot and subvert– it was maddeningly necessary, for the Queen felt she had truly but one shot at this. The imprisonment & masquerade of Princess Cadenza? The Siege of Canterlot? Those ‘failures’ had been the intended result of her involvement ever since the Queen’s spies in the Capital city had relayed news of the then-new Alicorn’s engagement– to keep Equestria thinking itself capable of self defense. The Queen had gone into the city with a detachment of Changeling drones hardly equipped to take over even a Badlands frontier town, let alone Canterlot. The Queen had banked on her own ‘defeat,’ knowing that the Princesses would figure her story had been ended, as the Queen and her loyal servants were sent careening into the horizon.

But the Queen was not so weak, and her story– far from over. Confident she and her race would be left to their own devices once more as Equestria fancied itself safe, the next phase of the Queen’s operation began. And for the Queen who so hated the barbaric tools of war, her conquest would be one more well-suited to the strengths of a Changeling: A revolution– a stampeding showcase of the true definition of love that those beautiful, foolish little ponies thought they understood. And she'd do so without a single drop of bloodshed.

The time would come that their superiors could teach them proper etiquette for their place in the world– the world that belonged to the Conquering Tyrant, Queen Chrysalis.

The Equestrians refer to the day they lost the war as ‘Revival Night,’ a span of only a few hours. Queen Chrysalis’ battle plan was not a wave of tar– Changelings brutishly pushing up into Equestria in a million-mare mass. Such an approach might’ve been understandable to a pony– but the Changelings carry with them far more poise. For months by then, years in some places, the legions had claimed their cities all but outright. Disguises and masquerades of ponies whose families never suspected a thing had been stolen away from those original mares and stallions, who now served as loyal communal Broodwives somewhere within the unseen Hivesprawl. The Queen had taken her living kingdom underground, quite literally– and its veins meandered about in well-traveled highways just beneath Equestria’s nose. Their enemy wasn’t just already within the gates– but they stood atop its ramparts, too.

So, when the fated call of Actualization rang out across the vast Hivesprawl, there was no fight. One day, Equestria was a country. The next, she was a territory carved up by new owners, and those that could still raise the sound of alarm were falling fast. The entire swathe of Equestria’s lazy dream of southern homesteading was dashed in but a few hours– that dream belonging instead to the Changelings it’d always been meant for.

Just about the only thing that hadn’t gone exactly to Queen Chrysalis’ plan was the Element Bearers getting away– the only real defense Equestria could still claim to have. Feverish to secure their lone nuclear option, though– the Two Sisters could only accept that all the more cities and townships dotting the Equestrian ranges would fall under Changeling control as a trade. Without those six within Ponyville, however… Well, it fell all the easier– and their families with it.

By day two of the ‘war,’ Canterlot was but an island atop its mountain. Alone. Capturing the rest of Equestria would take time, but it would happen. Even the Crystal Empire, perhaps viewed as a non-player being in such an inhospitable patch of the Frozen North, would soon enough have the Queen’s Changeling Maidens knocking upon its door. They’d been left as sitting ducks, Princess Mi Amore Cadenza & her husband sadly able to reach Canterlot before they could be intercepted. Regardless of where they or truly anypony was, though– it made no difference. Sooner or later, all Equines would be just another Broodwife for the overwhelming Changeling hordes. To Chrysalis, this had been merely the expectation. After all, it was always meant to be this way.

As though it might make some difference, or perhaps merely to pass the time, those key figures still cowering in Canterlot fill their days with talks of strategy, attempts at negotiation, the frantic searching for forgotten artifacts within the confines of the city… Anything to keep reality at bay.

Since then, days had turned to months, and months had yielded no salvation for what little remained of Equestria. Canterlot was and still is utterly blockaded– the Changelings more than happy to spend their newly won freetime and now boundless supply of prisoners with loud displays of... well, sex. Lots of sex. Gangbangs, in fact– with the familiar faces of friends and family stuck within the ever-revolving pile of eager participants. They were the ones who didn't make it to Canterlot in time. Worse yet, with the passage of time– those same mares who once tried in some capacity to push their new masters away as the Changelings held open her legs... Soon stopped biting back their shameful moans entirely– instead proudly strutting beside the Changeling scourge, their bodies scrawled with strange tattoos and glorified tramp-stamps, wearing their collars and nothing else... Attempts had been made to try and make Shining Armor’s bubble shield surrounding the city at least soundproof, but the effort never panned out.

Really, the only reason Canterlot still stands at all is due to Queen Chrysalis' benevolence– or perhaps, her current apathy. There was more to conquering than just taking a city, after all. Supplies needed to be transferred, the now overflowing quantity of prisoners and Broodwives needed to be assigned to Free-Use breeding ranges or awarded to Changelings of merit. The Hivesprawl needed proper outposts back up on the surface to cement the territory holdings and maintain efficient function... The less glamorous work of being the Queen. Canterlot wasn't going anywhere anytime soon– and if they tried to... well, that'd make things nice and easy. So, with supplies dwindling by the day and the Changelings more than happy to parade what’s in store for those still within the last bastion of Equestria– time appears to be running out.

Such desperation can make ponies do odd things.

Author's Note

Hello again! It should come up in the story at some point, but just in case you missed it: All of the Changelings here are female futanari. Just felt I should touch on it again for the sake of your Theater of The Mind, wooooh~

As mentioned previously, this story's, uh... I think it's going to evolve into a lot. As in, a lot of stuff that I think a good amount of readers aren't into– but I can't know that for certain, so who knows!? Will be pretty cool if this idea appeals to people though! More to come soon!

Equestria, The Defeated

“Bzzz.”

“Bzzz.”

“Bzzz.”

Atop her grandest of thrones, bored, the Tyrant Queen lounged– finally granting her most competent of Officers the attention she’d been signaling for with those tired, teal compound eyes. The Changeling in question stood dutifully at her Queen’s side, her head fixated once more on that seemingly ever-buzzing Scarab-Scrye positioned before the throne.

“Sigh…”

“Yes, Arachne?”

The words slip from her lips with the sort of exhausted tedium more fitting a rebellious schoolfilly than the Heiress of Equestria & Ruler Above All; the sort of meandering speech that oozed with muted contempt. If it bothered Arachne any, she didn’t let it show.

“Another correspondence from Canterlot, my Queen.”

In fact, Arachne sounded quite the same as her Queen– her discontent and the discontent of Queen Chrysalis being much the same. The Queen had asked her to report on each and every attempt the now-rebel Capital tried in phoning the Queen’s quarters, after all. Still, dutiful as she was, Arachne knew to follow out her explicit orders to the T– until ordered otherwise.

So, she had.

Queen Chrysalis let her head flop back, a low, very un-Queenlike, whine trilling out from her maw.

“Arachne, please: Kick that fucking thing out of the Throne Chambers and get an Advisory Drone to answer their calls.” Chewing on her cheek, Chrysalis is quick to add “tell her to ignore everything they try to say and just repeat the necessity of Canterlot’s immediate surrender. They will not see my face until those Princesses are on their knees begging for my ovipositor.”

An expert in her role of service to the Queen, Arachne’s sigh of relief went unheard. “Immediately, my Queen” she replied, gentle little touches of the toes sending the buzzing transponder anywhere but near Chrysalis. The Queen’s eyes lazily trail after Arachne’s form, finding focus on tracing the perfect ebony curves of her nude frame. Only then, could Chrysalis breathe a sigh of relief.

Even then, the action provided little proper relief. Queen Chrysalis sank deeper into the plush belly of her throne’s cushion– its actual belly. Just about everything within the Hive was alive, after all. Even the Hive itself.

“Ugh, by the Hivesprawl, where is the damned Northern Front’s Cicada…”

These days, everything moved slow. Taking over Equestria needed to happen in its entirety immediately– that much couldn’t be changed. The caveat with that approach, though: Every Changeling from the Badlands out into the Frozen North surrounding the Crystal Empire was busy. Busy with logistics. Chrysalis had proven to the world that she could enslave just about every single pony in Equestria under the Changeling yoke in little less than a week– but there was more to slavery than just slapping a chain around a mare’s neck. Cocoons needed to be constructed, pheromones needed to permeate, Broodwives needed to be assigned to Mistress-Lings and relocated… Worst of all, every little thing needed the Queen’s seal of approval– the current most efficient method of procuring this being to send a ‘Cicada’ Drone from wherever advising was needed back to the Hive Main, and asking the Queen herself. Then the poor Changeling would be sent off, back on her way to relay the orders.

Of course, the 'beloved' Scarab-Scryers could've alleviated this issue entirely: If not for the construction of even one of the damned things requiring enough internal magic to be a self-perpetuating source of power and a swarth of skilled Changelings to make sure it didn't explode during assembly. The Queen didn't have the heart to pull those most-deserving of Drones away from the Front, away from the war they'd been promised since her Hatching.

Really, the war was easy.

The logistics were a nightmare.

Chrysalis daintily touched a palm to her temples, nearly laying sprawled out on her Throne now. The current state of the Changeling’s system had brought further calls of conquest to a near-standstill. It made no difference to the Queen’s most assured victory, of course– but at this point, after now months of back and forth correspondence with the ever-distancing front lines away from the Hive Main on the furthest reaches of Southern Equestria… Well, loyal as any one Changeling might be– she can only carry new orders as fast as she could buzz her way through the Lower Hivesprawl, the network of living tunnels that now served as the new life-veins for the Queen’s Equestria. She’d need to work on that name, too…

Really, the status quo was just cruel. Those poor, future Broodwives must be in paranoid fits awaiting their liberation into Changeling ownership. The Queen wasn’t a monster, after all– she knew better than anypony else what was best for her subjects, conquered yet or not! But… for such a victorious Ruler, one who’d spent her entire life since hatching in pursuit of total Changeling domination over the Equines… well, the Queen was bored. Though she’d never admit it, paranoia kept her just as much cooped up within the Hive Main as it kept the Princesses within their shielded city. Chrysalis’ was justified, though– conquering a species that didn’t know it wanted to be conquered was a lot of work!

With the measured, even steps of soft chitin echoing out upon the black marble-esque floor of the Throne Chambers, Arachne returned from her duty.

“Drone Adelocosa is seeing to the ignoring of the Equestrians, my Queen.”

Queen Chrysalis let her eyes fall shut, and her pupils drift upward and back to the inside of her skull.

“Which one.”

Arachne didn’t miss a beat.

“Drone Adelocosa Number 9,433, my Queen.”

The Queen sighed again– now finding any and all news being something to sigh about.

“You know she’s a chatterbox, Arachne.”

Arachne nodded.

“Precisely my thoughts, my Queen.”

Chrysalis sighed again. Oh, to be the Queen.

If the situation in the Hive Main was boring and victorious, the situation in Canterlot was frantic and failing. Nearly half of Equestria’s population had been swallowed up by the Changeling scourge in a single night– and a good number more come that morning, before news of anything at all being amiss could even begin making its way to Canterlot. The Elements of Harmony could hardly be sent summons to Canterlot in time. Perhaps the last train that ever ran in Equestria was the one that took those six fillies up the mountain and away from Ponyville– just as the order was given to drop disguises and begin showing the town the true meaning of Love.

The same could be said for Princess Cadance & Shining Armor– Celestia going as far as to teleport the two directly to Canterlot, figuring the Changelings wouldn’t be interested in such a far-flung, frozen clime. Celestia was wrong, of course, but she couldn’t have known at the time. Besides, with odds so immediately stacked against their favor, ensuring the Elements remained safe & on hand as a trump card took priority– even if the act looked incredibly cowardly from the outside. Such were the decisions that Princesses had to make in times of disaster, and well…

For Equestria, this was disaster.

Just as soon as Ponyville had fallen, so too did the many routes into and out of Canterlot snap shut– the Queen needing to turn what should’ve been a silent coup into an outright siege. Not ideal, but hardly an issue– the Queen liked that her subjects could feast first, before she’d take her most prized morsels: The damned buxom Princesses who claimed to rule what belonged to her, and their six stacked lackeys that held Harmonic magic they didn’t need.

Still, many refugees from the occupied cities managed to evade the Changeling swarm… for the first few days, at least. By the end of the first month of Queen Chrysalis’ invasion, those refugees hoping for sanctuary in Canterlot had shrunk to less than a trickle– and they stopped being able to get in at all not long after. What Canterlot had now was all that they would have until the Shield Bubble fell, and after that– well, then the Queen could finally get around to enjoying her true spoils of war.

For as many ponies as there are lumped up within its timeless marble, Canterlot was a ghost town. Those that have lingered too long out in the open or too close to the shield barriers have learned that doing so was a great way for the Changelings on constant post to learn your name, and if you had friends who were now the Broodwives those same Changelings were breeding out in broad daylight– they learned every little thing that made you tick or got you going. Perhaps an uncouth means of gloating, if not outright harassment– but these Drones were hopped up on more victories than they ever could’ve dreamed of, and now: More beautiful Equestrians than they could ever hope to turn into walking incubators. Plus… they were Changelings, after all.

Just about the only place you could still find ponies losing their minds was in Canterlot Castle. Within its gilded walls, scrawled with the now-legacy of a bygone Equestria, something of a resistance discuss the newest developments across the country– and swallow their pride, knowing in their heart of hearts that reclaiming the world they once knew was now nothing but a pipedream.

…

The Scarab-Scryer that’d been seized by the Princesses back during the Royal Wedding was seemingly about as useless now as it’d been then. Either that, or Chrysalis hadn’t been in a talking mood for the past… well, months. Twilight knew what the thing did– or at least, what it was supposed to do; but the Changelings refused to hear Equestria’s pleas. It was troubling, of course, but no more so than it’d been the day before. Or the day before that.

“Ugh… I don’t get it, Fluttershy. If anything, I would’ve expected Queen Chrysalis to spend her every waking moment gloating at us– or at least demanding our surrender. But total radio silence?” Twilight’s head cradled in her hands, finally finding herself fed up enough to tear her eyes from that ever-familiar, swirling projection. When not directly assisting the Princesses in discussing plans of counter attack (or, as had become more common these days– terms of negotiated surrender), Twilight could be found fiddling with the Scarab-Scryer, staring holes into its grand, empty projection. Sometimes, when there was nothing else to do (a common occurrence, these days), Fluttershy would accompany her friend on this most unfruitful of exercises in futility– primarily as moral support.

Trying not to fixate too much on her own lingering fear just from being in such close proximity to something distinctly Changeling in nature, even if just technology– Fluttershy tried in her own little Fluttershy way to soothe her friend’s woe.

“Well… maybe that means she’s really busy? It, um… I wouldn’t exactly call it a ‘good thing,’ but we don’t get any news from beyond Canterlot anymore. M-maybe Chrysalis overestimated her own abilities?” As if she could believe her own wishful thinking, Fluttershy’s voice began to rise with the slightest burgeoning of hope. “W-who knows, right? Maybe the ponies in Northern Equestria are managing to push the Changelings back?”

The ever-supportive hand of the pegasus drawing shallow, petting trails down Twilight’s back was a nice gesture– but one the unicorn herself couldn’t find any true reassurance within.

“ … I want to believe that, Fluttershy– I really do. I just…”

Twilight pinched the bridge of her nose, her next words going unspoken. Hope wasn’t at the forefront of anypony’s mind these days– save for Fluttershy. Twilight never wanted to admit it aloud, but part of her figured her kind friend was simply too naïve to fully comprehend the odds that were stacked against them. Twilight didn’t have the heart to see whether or not that part of her was right.

So, the unicorn stayed silent, letting their otherwise-empty dining room echo with the hum of the Scarab-Scryer, its portal projection still looping on that maddening swirl– showcasing that the Changelings weren’t going to be answering any calls yet again. What went unnoticed by both mares, though, were the subtle pulsations rippling the reflection of the portal…

Gently, the door to that abandoned wing of the Castle’s excess dining room was nudged open– a pink Princess pushing her face through the periphery.

“Twilight? Fluttershy? Still no luck on making contact with the Queen?” Cadance’s tone was as mousey as her entrance. Both mares turned to meet the newcomer’s gaze, mutually offering only a defeated shake of their heads. “Well… maybe we’ve set it up wrong? I mean, as smart as you are, Twilight: This is Changeling magic. It might not even respond to ponies.”

Twilight bit her lip. Cadance was right– but what was her alternative? Do nothing at all? Atop of the nothing they already couldn't help but do? Atop the nothing they'd done for months? Twilight wasn't even certain if there was something they could've been doing otherwise– but so far, it seemed Princess Celestia's current goal was that of stagnation without purpose; pumping more and more magic into Shining Armor's shield and little else. All the while, those nasty, pulsing things the Changelings insisted on building just further pocked the world beyond their little bubble city– their purpose still a mystery. At least the Changelings clearly had something to do– what could the Equestrians claim? Of course, even now, the mere thought that the beloved Princess who'd taught her so much might, indeed, not actually know a way out from this nightmare was nearly painful to the unicorn, but...

Tracing a finger down the door she clung to, Cadance continued “I know it’s not what you want to hear, Twilight– but the Princesses and Shiny are discussing plans again… if you wanted to attend.” Meeting Fluttershy’s eyes now, she adds “of course, you’re welcome to attend as well. Celestia knows we need all the help we can get, since…”

Cadance cups her mouth with the tender poise only a tired mare can manage, averting her eyes from Twilight's. A tired mare, whose politeness couldn’t help but be overshadowed by more… unsympathetic emotion. The Princess hadn’t meant it, nor was the slight directed at Twilight– but she was offended by it all the same. Of course, she couldn’t blame Cadance much beyond that.

Biting back the urge to defend her friends, Twilight was about ready to give in once more and withstand another who-knows how many hours of fruitless back and forth–

"Ahem."

As a Changeling appeared on the screen. Two Changelings, in fact.

The three ponies now in attendance to the long distance call froze, though their eyes scattered about in their skulls– trying to confirm in vain that the others were seeing what they were. Before the ponies were two Changelings who, despite their uniformity, possessed obvious differences. Though, both were equally nude– much to Fluttershy's embarrassment. Where one was more on the shorter side, packing a more almost excessive heft upon her bare chest– the other boasted an unspoken, obvious grace in both even her subtlest of movements and her form itself; taller, more hour-glassed, and a cooler disposition showing off her boredom. Where one kept a longer, more free manestyle of deep crimson that surely disregarded the opinion of brushes– the other deftly swung around a pale bob that seemed to rebel only in the ways its keeper liked, making for a shockingly attractive Changeling (not that any of the ponies would dare say such a thing aloud).

Trading a look with her shorter peer one last time, the more 'proper' of the two began to speak once more.

"This is your official correspondence with Hive Main, Equestrians. Drone Adelocosa Number 9,433 shall be ignoring any and all of your concerns and encouraging your swift surrender."

Coming to her senses, Twilight stood up from her chair– her voice riddled more so with panic than demand.

"W-wait! This is Twilight Sparkle, the Element of–"

With her part of the chore completed, the taller of the Changelings stepped out of frame, not to be seen again & not bothering to hear out the unicorn’s pleas. Twilight spun in place, pointing out toward the innards of the castle. "P-Princess Cadance! Go get everypony, quick!"

Cadance did not need another word, slipping back from her spot at the door and disappearing into the Castle beyond. In the meantime, the two Equines couldn’t help but trade one another glances– the former Changeling’s words finally seeming to click in their minds. Twilight broke the silence.

“... Did she say ‘ignoring?’ “

Perhaps unbecoming of her status, Queen Chrysalis openly fondled herself before the Northern Front's Cicada– a Changeling who wasn't bothered in the slightest. Had she not been directly relaying news to her Queen and not very, very busy– she probably would've been doing much the same. So, ever proper & loyal to her Queen's wishes, the Changeling instead rendered a sharp salute, knocking her breasts about nicely for Chrysalis' hungry eyes.

"My Queen! Vanhoover's resistance has been cornered into a mere three city blocks of the former residential district! They're surrounded on all sides by Swarm, as instructed."

... The Queen pulled at the black, wrinkling chitin of her Royal Sac's skin, mutedly taking in the Drone's words. Of course, when news did eventually reach her ears– it was seldom surprising.

"... Then finish the assault and move on– WITH the rest of the line, this time."

Chrysalis could hardly even muster up a growl at the Changeling before her. This was partially her fault, after all. Throughout each step of her master plan, the Queen had again and again drilled the necessity of total subservience into her children. Now, as expected, following the Queen's each and every word had proven to yield such wonderous rewards... There wasn't one Changeling in all of Chrysalis' ranks that'd dare defy her exact orders.

More or less.

Still saluting, the Drone readied her lungs for the long run back to Vanhoover. "At once, my Queen." She departed just one breath after.

The Queen's eyes followed close behind the jostling black rump of the Drone as she exited the Throne Chamber, still palming the bulk of her balls– flaccid as could be. Truly, Chrysalis was suffering from success.

"... Ugh, Arachne!"

Ever attentive beside her Queen's throne, Arachne stood close by at Chrysalis' beckon call. "Yes, my Queen?"

Her own muted boredom reflected the Queen's own nicely– perhaps inevitable, considering how seldom the two were seen apart. Still, Chrysalis knew any Changeling better than that Changeling could claim to know herself; a skill only a mother could have, perhaps.

"You're dismissed for the present moment. Find yourself a Broodwife and enjoy the spoils alongside your sisters."

... And, though she'd never say it– Chrysalis loved her daughters just as any Equine mother would their own. Arachne made no immediate move.

"My Queen."

Just another reason why Chrysalis liked her so much.

"I'm content to stay by your side, should you so wish."

Having expected that sort of reply, Chrysalis' voice fell softer– tender. It was a rare thing to hear, and something often only heard by Arachne's ears.

"I do not wish, Arachne. You're starving. Get yourself one of the new arrivals from the Luna Bay– those fillies eat well there. They swallow eggs with hardly any gagging."

Arachne's cool professionalism cracked with a single upward curl of her lip.

"Ah. A pity, my Queen. This Drone is quite fond of their gagging."

Chrysalis met her smile with one of her own, similarly low. Still though, Arachne refused to budge. The Queen grumbled– though she was far from anger. "Arachne..."

"You're starving too, my Queen." Arachne spoke to her Queen in a manner few Drones could ever dare to– questioning her decisions, and knowing she wasn't infallible. "Please, join us in the Breeding Cells. The Drones would love to see you again."

"I cannot, Arachne. Those Broodwives are yours to use. Feed from them, and teach them to unlearn the wrongs their freedom has let seep into their minds. My Broodwives are coming in due time."

... Arachne could push the envelope, but she would not fight her Queen's will for long. So, she too rendered a salute; one her Queen met with but a nod– and departed.

Once more, then, the Throne Chambers fell silent– the Queen standing vigil whilst her daughters feasted.

Within Canterlot Castle, all that remained of Equestria's leadership packed into that once-quiet pocket of the Dining Wing: The Princesses, Shining Armor, and but 3 of the Elements of Harmony.

"Do not cast thine compounded eyes at us, bug! Have thou forgotten just who still brings about thou night!?"

Twilight scrambled to grab the Princess of The Night by her arms, holding her back from trying to assault the Scarab-Scryer's projection. "P-Princess Luna, please! We can't upset them!"

Luna held poor Twilight at bay instead– keeping the unicorn herself a few feet off the ground beside her in a levitation hold. "Thou'st should look upon thine superiors with naught but fear! Present us that cur Chrysalis at once!"

Adelocosa just blinked, apparently finding something at her feet more interesting than Luna's threats.

When the room fell silent once more, the Changeling figured now would be a good time for another reminder– now clearly struggling to keep from busting out laughing. Or at least... struggling with something.

"I'm once again, ngh– stressing the necessity of Canterlot's i-immediate surrender."

The Equestrians collectively broke out into their own displays of hysterics, the pregnant pause having been for naught once again. They'd tried everything, the past hours they'd 'spoken' with the Hive Main's representative. Diplomacy, coercion, promises, sanctions, and now outright threats– anything that might at least leave something of Equestria still under a modicum of self-determination. It all fell short.

Twilight wormed her way free from the grip of Luna's magic, openly venting her own frustrations with Fluttershy and Rainbow Dash– the last of her friends who'd still come out from their rooms in the Castle.

"Urgh! What's Chrysalis' plan here– drive us all insane with monotony!?"

Rainbow dragged both hands down her face. "Tell me about it, Twi– I liked it better when we didn't have some nasty bug-junk spitting out a whirling portal in the Castle, in fact! I half-expect that Changeling to go feral seeing all our 'shapely Equestrian rumps' and jump through the thing!" The pegasus ensured to make air quotes and attempt a poor rendition of Changeling inflection for that last bit of her words.

As if it was her turn to say something negative, both parties turned to face Fluttershy– who, of course, startled at the immediate attention.

Well... Just what did Fluttershy have to say? Really, this was nothing new from what they'd seen before. The Element of Kindness rarely offered her two cents on the matter beyond trying to keep hopes up, but...

"I-I mean– the Changelings have always demanded our complete and total surrender. I don't think a Drone is even, um... capable of going against Chrysalis' orders?" Fluttershy retreated inward as best she could between her two friends. "But, ah... I-I don't know."

It was hardly a passable answer in the others' eyes. Rainbow took the pegasus by the shoulders, jiggling her about like a madmare. "Oh, come on, Fluttershy! This doesn't upset you at all!? Chrysalis is one-hundred percent rubbing it in our faces! She's not just asking for our surrender– she wants us to strip down, practically spread our cheeks, and say 'Oh, come invade us Queen, we're so sorry for ever resisting!' "

Letting the dizzies in her eyes finally fade away– Fluttershy just blinked.

"... Yeah? I, uh, I know."

Was she missing something here? Shy was far from fond of the Queen herself, but Chrysalis was anything but a liar. No, she'd made it quite clear since the Revival Night just exactly what she wanted– it wasn't a lot of Equestria, but all of it.

Dash sputtered, her face contorting into something ugly– leaving Fluttershy where she stood. Tensions were running high, sure– and they'd been high for quite some time now, but it seemed Rainbow could stomach Shy's apparent lack of passion no longer.

"... Maybe you should just stay in your room like the others, Fluttershy. I REALLY don't think you realize what's at stake here."

She could keep her cool, but only just barely– before returning to berate the Changeling on the screen beside Luna. Twilight at least noted gentle trembling of Fluttershy's hands, and her glossy eyes wetting anew. That had been a low blow from Rainbow– mentioning the ponies Fluttershy couldn't even console anymore.

"... Fluttershy... Dash is right. Maybe go into town and visit some of the fillies again, yeah? They loved seeing you."

At least Twilight had been a touch gentler in shooing Shy away. Even her words, though, carry with them that same short exhaustion that bubbled so close to the edge, teetering on a snap– as if the months of pent up, futile aggression needed to be thrown at somepony.

Well, they weren't the only ones feeling that way.

With nothing more to say and little room for tolerating any further patronizing, Fluttershy simply slipped away from that squawking mad house. It'd been good timing, if nothing else: As Adelocosa finally decided to humor Celestia's barking demands to know just what the Changeling found so funny. With an unseen movement, Adelocosa panned her side of the projection down, showing off the mare currently hilting her face down to the root of the Changeling's black cock– a seemingly constant flow of plump eggs gliding down her throat. A familiar mare to some ponies still in the room, Coco Pommel, even gave the Equestrians a peace sign, her eyes lidded and drunk. Adelocosa loved the improv. The room erupted into outrage once more, while that exotic buzz of a Changeling's voice tickled at Fluttershy's ears one last time.

"I-I'm once again, hehe, stressing the necessity of Canterlot's immediate surrender..."

Despite what her friends had advised, Fluttershy did not go back to her suite in Canterlot Castle– and despite what her friends might've thought, Fluttershy knew well what was at stake.

Paying little mind to the equally apathetic Guards stationed nearly on every door in the city, Fluttershy passed them and this facade of a city by, the tears that speckled the ornate marble of Canterlot's streets serving as the most fleeting of breadcrumb trails for anypony who might've pursued her. Of course, nopony would be coming. This city might as well have been dead from its exterior– everypony being too scared for their sanity to go outside anymore. That is, if it could even be counted as such anyway, what with the constant specter of Shining Armor's shield overhead and all around. Fluttershy's bare feet carried her through city blocks and alley ways, her aimless march uncontested. Soon, the timeless stone of Canterlot gave way to the fields just beyond the precipice of its city limits– that safeguarding, imprisoning shield drawing up an arbitrary wall somewhere beyond that.

Finding both a familiar place of comfort & an opportune shade to sulk under, Fluttershy let herself collapse into a ball, finally allowing the worst of her tears out in some semblance of the nature she longed for. Of course, it was only fitting that the mare's ideal spot to sob would be beside a lone tree. Typically, she'd sooner run for a proper, more concealing forest, but desperate times called for desperate measures.

Desperate times indeed...

There was nothing worth saying, here. Nothing that would repel the Changeling's advance. Nothing that'd bring back Sweetie Belle, Applebloom, Scootaloo, or any of the friends and family that everypony had lost. There was no single enemy to direct the Elements of Harmony at– no way to poof things good again. Fluttershy knew what had been at stake– in fact, as far as she was aware, she had been the only one ever actually making rounds to both her more hopeless friends & those who persisted within the city of Canterlot, trying to keep ponies' spirits up however little she might be able to. While Twilight, Rainbow, and the Princesses all wasted the days away discussing the same old impossibilities– at least she was doing something.

Fluttershy shook those darker, accusatory thoughts away. This was nopony's fault– not any Equestrians', at least. That sort of distrust was surely exactly what Chrysalis wanted to sew within the ponies that remained.

'There's no use in thinking like that, Shy...'

So, under the purple glow of the bubble shield, Fluttershy's tears eventually dried up, and her thoughts danced away on flittering ruminations– trying to drum up some answer to the rhetorical question of Equestria's future.

Just as every other night, nothing came.

Nothing logical, anyway.

Something certainly came to poor, sweet Fluttershy though– as her own hopes, truly, the weakest of all her friends', finally wrestled free from the tedium of logic, and shattered. From that point, they were free to become delusions.

Despite having been the first herself to crack upon hearing the news of the Changeling invasion, Fluttershy had clung to her friends as her rock to stay afloat. As long as they still believed in the Princesses and one another, Fluttershy could manage her facade. With each passing month, though– her friends began to crack, themselves. Rarity, then Pinkie, then Applejack. Maybe Twilight and Rainbow too had cracked long ago, perpetuating the delusion that the Equestrians actually still had a chance.

So, for poor Fluttershy, who now stared up at the not-so-distant cracks in Shining's shield bubble, alone and on the edge of what still remained 'Equestria...'

Fluttershy came up with a great idea.

Author's Note

Not too much story in your smut, I hope! :^)

But seriously, I really like setup– even in something that's going to be as filthy as this. I hope that's not turning any readers off! We'll get there, I promise!

Oh, and just in case I didn't describe the Scarab-Scryer well enough, the inspiration for that tidbit of Changeling tech is actually somewhat canonical! Here's a clip from Season 6, Episode 25 : https://youtu.be/z-D0s3__0IA?t=3

Flight of The Butterfly

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.