A day after Thorax and Pharynx finished converting the entirety of Our Town, A large unicorn had trotted into town. He was pulling a mail cart with Twilight Sparkle’s cutie mark on either side of the cart.

This unicorn was very tall. He was taller than anypony else in town. His mane and tail were both jet black and his fur coat was a deep sapphire blue.

His name was Unyielding Shield, and he had been assigned to be Twilight’s guard by Celestia when she moved to Ponyville permanently.

He had eventually become the Captain of her Guard. Given that he was the only member, Twilight felt it made sense.

Twilight solved pretty much every problem she had on her own or with her friends, so he didn’t really have much to guard. He told Celestia as much, but the overprotectiveness in the Alicorn of The Sun insisted he stay.

He was fine with it, just rather bored. So whenever Twilight, or her new student Starlight, had a big errand to run, he volunteered.

That was why he trotted into Our Town pulling along a mail cart. This mail cart was full of letters from Starlight including pictures of her with Twilight and Flurry Heart, who had just been born.

As he trotted into town, Ponies greeted him. He had been here a few times already, doing favors for Starlight.

"Hello there! Nice to see you again Shield!" Green Hoof said with a happy wave.

“Hey, thanks Green Hoof. Is DD around? I'd like to deliver all this and get something to eat." Shield said, gesturing to his cart.

Green Hoof looked into the car and smiled. "Wow, That's a lot of mail!” She chirped before looking back at Shield.

“As for DD and the others, they are at Sugar Belle's bakery.” Green Hoof said. “Oh and if you get a chance, make sure to say hi to our guests. I think they're leaving later today, so don't miss them!" She said happily.

Shield shrugged and began pulling along the cart. "Maybe I will later." He said.

His blue eyes looked around the town as he walked towards Sugar Belle’s Bakery. He couldn't put his hoof on it, but something about the town was making his skin crawl and his fur frizz.

As he trotted towards the bakery, he failed to notice a pony walking into the guest house.

Shield stopped in front of the bakery and finally unhitched from the mail cart. He sighed and stretched out his back before he walked inside.

The door jingled as he opened it, and the four ponies he was looking for turned and smiled at him.

"Shield! We haven't seen you in over a month! Welcome! I'll go make you your favorite cake!" Sugar Belle said happily. She got up from her seat and headed towards the back.

"No, that's okay." Shield politely declined, despite knowing she would make it anyway. "I'm just delivering some mail from Starlight.” He said.

Party Favor smiled at that. “It’s good she’s still writing us letters. Why don't you stay and relax a little? It's a long walk," He suggested.

Shield shrugged and sighed. "Only for a bit.” He relented. “I need to take back any mail you guys have for Starlight too."

"Okay!" Sugar Belle, popping her head out from the kitchen. “I have a cake I made for her!”

"And we've got a surprise for her!" Double Diamond said with a grin.

For some reason, Double Diamond’s words sent a chill down Shield’s spine. He always did have good instincts.

"What kind of surprise?" He asked with a cautious gaze.

"You'll see.” Double Diamond said with a chuckle. “It is a surprise after all.”

Night Glider cleared her throat and smiled up at Shield. “Before any of that we have some new friends we want to introduce to you." She said.

This only served to make Shield more nervous. "No, I think I'll pass.” He said, slowly back up from them.

“I'm sure they're nice ponies, but I'd honestly like to be on my way. Twilight wants me to do something for her.” Shield said, quickly making up an excuse.

He could tell something was wrong. Something was deeply, deeply wrong. But still he couldn't identify it.

The blue unicorn dropped the mail had for them on a table, and then he practically galloped out of the Bakery.

The four ponies stopped smiling and looked at each other after he left. They then closed their eyes, as if they were communicating through their minds.

Shield had started to leave the town entirely, leaving behind the mail he was supposed to collect. At this point, he didn't care. He had to get back to Ponyville and tell Princess Twilight.

Something big was either about to happen, or had already happened. And he wanted no part of it.

Unfortunately for him, his escape was cut off when several towns ponies surrounded him. “Where are you going, Shield? You just got here!” One of them said.

His horn lit up blue, sparking with magic. "Let me through.” He said firmly.

“Fuck why didn't I let Twilight teach me how to teleport?!" He thought frantically.

The crowd blocking his way forward parted, and Two ponies he had never seen before walked towards him. They were both rather tall, but not as tall as him.

Shield guessed that these two were the guests he had been hearing about. The uneasy vibe he got grew worse when they approached him.

"Why hello there. You must be Unyielding Shield," One of them said with a polite smile. His voice was pleasant and cheerful.

Shield had to get out of here, the weird vibe he felt was getting worse and was nearly driving him insane.

"I don't know you and I don't want to know you. Let me through.” He said firmly.

“Are they mind controlled? I don't want to have to hurt them. But these two are clearly the ringleaders of whatever is going on."

"Well that was rude." The other one said with a playful scoff. His voice was deeper and more gruff.

"There's no harm in making new friends." The other pony said while still smiling at him.

"Untrue." Was Shield’s simple response.

He continued studying them. All he could tell was that they were hiding something. And it was really starting to freak him out.

The second one, the one with the deeper voice, looked Shield over and smiled.

"What do you think?" He asked the pony with the smoother voice.

"I think we should give him our gift." He said happily.

Shield couldn’t stand it anymore. He had to figure out what was going on and he had to do it right now.

"Who are you really?" The unicorn demanded.

They grinned at him and dropped their disguises. They revealed themselves to be a pair of changelings. A pair of very abnormally powerful changelings.

"...fuck." Shield groaned.

Now he finally knew what was going on. But he was wishing he still had no idea.

Pharynx wasted no time and spat changeling goo at him, but Shield blasted a beam of magic at it as it flew in the air.

The goo and magic met in an explosion, and Shield made a run for it through the resulting smoke cloud.

Unfortunately for him though, The changelings had very good senses of smell. Not to mention they were much stronger and faster than him.

He looked back into the smoke cloud to make sure they weren't following him. He didn’t see them. When he turned his head back forward, he ran straight into Thorax and Pharynx.

Thorax grinned at him and grabbed his sides. He spat goon on his horn, preventing him from casting anymore spells.

He then spat on his fore legs, binding him in place. Pharynx walked behind him and gooed up his back legs.

"There we go. Now you’re nice and trapped.” Pharynx said with a smirk.

Thorax sighed happily, an excited blush on his muzzle. "Ah, Our first double team!" Thorax laughed, licking his muzzle. "I'm gonna enjoy this~!" He said while grinning.

"So am I," Pharynx said with a dark chuckle. His equine shaft was already poking out of his sheath.

Shield whinnied in shock. "Your first what?! Release me!" Shield demanded as he struggled against his gooey restraints.

The Changeling goo grew stronger the more he struggled. Both Changelings’ cocks were fully out of their sheaths and rock hard.

Thorax paced around Shield who grunted while his struggling grew more and more useless.

"Mmm. Pharr! I can't decide on which hole!" Thorax whined cutely.

"Don't you dare!" Shield cried. “Get away from me!”

"Hm. Why don't you shut him up?" Pharynx suggested with a chuckle.

Thorax rubbed his chin in thought. "Mmm...okay!" He chirped before he mounted Shield's front.

While Shield tried to resist, the changeling slammed his cock into his muzzle. “Mmmph!” Shield squeaked around Thorax’s shaft.

Almost immediately after Thorax plugged up Shield’s Muzzle, Pharynx positioned himself behind him and thrust into his rear.

Both changelings moaned in pleasure, their wings buzzing.

“Ah~! Oh fuck yes~!” Thorax moaned. "His screams feel great!"

Pharynx grunted as he began thrusting. “Mf~! Fuck, his ass is tight!” He grunted.

Shield was much closer in size to them than the other ponies they'd converted, so the pain was thankfully minimal. But that didn't mean he was having the time of his life getting raped.

Pharynx happily pounded away into his ass, getting rougher by the second.

While he was fucking Shield’s ass, Thorax was moaning in pleasure. He was bucking in and out of the blue unicorn’s muzzle at an ever increasing pace. It was getting more and more difficult for him to breathe.

Shield. having previously believed himself to be straight, tried to ignore his shaft starting to slip out of his sheath and harden.

Pharynx noticed as Shield’s cock fully hardened a few moments later. "Oooh, I think he likes it," The purple eyed changeling cooed, using a hoof to stroke the blue shaft.

"Mph!" Shield squeaked around Thorax’s changeling cock and tried to shift away, but only succeeded in making it seem as if he was thrusting into his hoof.

Pharynx grinned and chuckled as he picked up the pace of the movement of his hips. He rubbed Shield’s shaft just a little harder.

His impressive dark blue length had begun slowly throbbing.

"Mmmf~! I like this one a lot! He’s been the most fun so far!" Thorax chirped as he got even faster.

"So do I!" Pharynx agreed as his thrusts got faster as well.

Shield just tried to breathe properly at this point, but the flare scraping at his throat wasn't making it easy.

Thorax moaned as his bucking continued getting faster as well as wilder.

"Fuuuuck this feels awesome!” The changeling moaned, his eyes beginning to glow pink.

“Ngh! Fuck yeah it does! I’m getting close!” Pharynx grunted out.

He could feel his cock beginning to twitch, taking everything he had not to release right away

Shield’s own cock was starting to throb, despite his best efforts.

"Mmf! I'm getting close too, Pharynx! Let's bite him together!" Thorax moaned.

From his current position of fucking Shield’s face, it’d be hard to bite his neck. So he utilized his changeling abilities to elongate his neck as if he were a snake.

The word bite relit Unyielding Shield’s desire to fight. So he began to squirm and struggle. “Mph! Mphh!” He groaned around Thorax’s twitching shaft.

“Fuck yes~!” Pharynx agreed, pumping harder and harder as he leaned over Shield.

"Mph!" Shield's cock throbbed in response.

Thorax let out a dark chuckle as his neck elongated some more.

Pharynx gave a good few hard thrusts forward before he slammed all the way into Shield’s ass. He groaned in pleasure as he released his seed into the stallion.

He then leaned his head in and bit Shield's neck. Shield cried out in pain around Thorax’s shaft which helped send him over the edge.

Thorax came down his throat at the same time as Pharynx and leaned his head down to bite the other side of Shield’s neck.

They both groaned into their bites, their orgasms lasting past Shield’s Transformation. The moment they bit him, the transformation began. In 3 seconds flat, Shield was no longer a pony.

The entire transformation was so pleasurable to Shield. It forced him to cum. He squealed around Thorax’s cock.

Pharynx’s hoof was now covered in Shield’s cum, which was now glowing green. He grinned as he brought his hoof to his muzzle and licked up the seed from the new changeling.

Thorax dumped his load into Shield's stomach with a loud moan, his tail flicking.

The newly converted changeling was now even closer in size to the brothers, much taller than the other drones.

"How do you feel about us now?" Pharynx asked as he pulled out.

Thorax moaned as he pulled out and let one last splash of glowing green cum on Shield’s face.

The former pony panted in exhaustion, He turned around and looked at Pharynx.

"I think you could've gone a little easier on my ass..." He said with a grunt.

Pharynx laughed a bit and shrugged his front legs. "But that wouldn't have been as fun," Pharynx said, punctuating this with a smack on his rear.

Thorax retracted his neck to normal and giggled at his brother’s words.

Shield huffed, his cock still hard and leaking glowing green changeling cum. "With respect sir, you're a dick." He grunted.

"I know," Pharynx said with a chuckle, patting the new changeling on the back.

Shield rolled his eyes in response.

"Pharynx we finally made a Changeling stronger than a drone!" Thorax chirped.

"Huh? How can you tell?" Shield asked him while raising an eyebrow.

"You called Pharynx a Dick!" Thorax chirped.

"Yeah! You're slightly rebellious. Every other changeling we’ve converted has been so subservient I’m not sure they could think without our permission." Pharynx said with a chuckle.

"Oh uh...you're welcome?" Shield offered with a shrug.

Thorax rubbed his now blue, stringy mane with a chuckle.

"Anyway, Shield. You don't look like a mailpony. What do you do?" Thorax asked.

Unyielding Shield cleared his throat and prepared his explanation.

"I'm Princess Twilight's guard captain. But before that I was her bodyguard for a while."

"Oooh, that's perfect for us!" Thorax chirped, his wings buzzing in excitement

"It is?" Shield asked in confusion.

"Yes. Absolutely perfect. So what we want you to do is to return to Ponyville and act as if nothing happened. Report everything you can to us, and wait until we give you another order." Thorax told Shield.

Shield nodded his head in acceptance of the command. “Yes sir. But uh, how exactly do I report to you?" He asked.

"Through the hive mind like this." Pharynx said to him telepathically.

"You're permanently connected to us. And everyone else we've converted." Thorax added

Shield shivered as their voices sounded in his head, "Ooh, don't know if I like how that feels." He said, shaking his head to clear it.

"Well get used to it." Pharynx said telepathically while chuckling.

Shield sighed and rubbed the back of his head. “Well with that settled, what am I reporting on?" He asked.

Thorax rubbed his chin and looked at Pharynx sheepishly. The elder changeling smirked and walked over to Thorax and looked over at Shield.

"Anything that Twilight or her friends do that might help with our plans." Pharynx said. “Any kind of exploitable weakness, and every defense they have. If they developed any other Changeling counterspells, we need to know about it.” The red maned changeling said.

"Also, anything that might get you discovered." Thorax added helpfully.

"That too," Pharynx chuckled before he kissed Thorax’s cheek.

The newly converted Changeling nodded obediently. "Yes sirs. I can do that. Should I try to convert ponies too?" He asked.

Pharynx rubbed his chin in thought. "Hmmmm... Thorax, what do you think?"

"I'm not sure he can. We haven't done any testing to figure out if it's only us." Thorax said.

"He can try on a random Ponyville Citizen.” Pharynx suggested.

Shield chuckled and grinned at them. "I can already think of someone no one will miss.” Shield assured them, “I can try it on them."

"Maybe I'm being paranoid, but I'm not sure about that." Thorax admitted.

"I say go for it," Pharynx said after a moment of consideration.

"...Yeah. I think I agree. If you have someone in mind, feel free to test it out on them.” Thorax said.

Pharynx cleared his throat and looked a little more serious. “If it doesn’t work on them, make sure you get rid of them.” He said.

"Of course. I know how to make someone disappear."

Thorax smiled and pet his head. "Good boy."

He let out a moan, "Fuck~!” He whined.

"Hehe. Feels good, don't it?" Thorax purred.

"Definitely."Shield said with a moan.

"Alright, go ahead and make your way home, Unyielding Shield. Since you’re our first changeling beyond the strength of a Drone, I think we should officially give you a rank" Thorax said.

Pharynx smiled and nodded in agreement.

“We aren’t officially that important, but we were a lot stronger than the last time we talked to the Queen. So I think we can give you the Rank of Captain, since that’s what you already have.” Pharynx said.

Shield nodded with a grateful look on his muzzle. “Thank you Sir.” He said before clearing his throat.

"Before I go, I uh, actually need all that mail I was supposed to pick up first." He said sheepishly.

Thorax smiled and chuckled to himself.

"Go ahead and talk to Night Glider and her friends. And now that you've been turned, Pharynx and I will be returning to the hive." Thorax said.

“Yes sir.” He said before he saluted them.

Thorax and Pharynx nodded at him before they finally left Our Town behind.

Thorax and Pharynx decided to take a train closer to home.

It was a very long train ride. After being cooped up in one room for a few hours, Pharynx and Thorax decided to convert everypony on board.

Partially because a train themed horror movie Pharynx watched got him excited.

It took less than an hour for Everypony on the train to be converted into Changelings, and there were roughly a hundred ponies on the train.

By the end of their rape-filled train adventure, Thorax and Pharynx could convert ponies as soon as they finished inside of them. The process was pretty much instantaneous now.

They had grown substantially more powerful.

They were now taller than Unyielding Shield had been. About as tall as Big Macintosh from the Apple family.

Through this little experiment of theirs, Thorax and Pharynx had grown incredibly inseparable, even more than before.

As the train approached their destination, Thorax was happily giving Pharynx head, moaning around his massive Changeling cock.

Pharynx groaned in pleasure and rubbed Thorax’s head. His brother moaned happily as he bobbed his head along his shaft.

At some moments, Pharynx would thrust into his throat, but most of the time he let him suck him off at his own pace.

They both knew exactly what the other liked. They had been close for years, ever since they were tiny little grubs.

Thorax's muzzle and throat had changed into the perfect suction machine for Pharynx. The younger ling moaned as he eagerly bobbed his head up and down Pharynx's cock.

Pharynx's cock slowly started to twitch within that wonderful throat of Thorax’s.

Thorax smirked around it, moaning eagerly as he felt it twitch.

He sped up his bobbing until Pharynx grabbed both sides of his head and slammed him to the base and came deep down his throat.

Pharynx threw his head back as his torrent of seed flowed right down his brother's throat.

Thorax moaned happily as he slurped up every drop Pharynx fed him. The two glowed as their love was shared between them.

When Pharynx finished riding out his orgasm deep in Thorax's throat, Thorax pulled off his cock with a wet pop.

He then happily began licking him clean of any leftover glowing green changeling cum.

"Mmmmm... I love it when you suck me off.” Pharynx said.

Thorax smiled up at him, licking his muzzle clean from Pharynx’s cum. “I just love you so much!” Thorax cooed, his wings buzzing happily.

"I love you too." Pharynx purred as he lifted Thorax up with his magic.

He then cuddled against him with a smile. Thorax purred and snuggled into his hooves, leaning against him and kissing his cheek.

The two cuddled for the rest of the train ride, just basking in their love.

The train stopped in the forest covered mountains close to their Hive. Thorax and Pharynx gave everyone they converted their usual orders before they disembarked.

They all turned back into their pony forms as the Train took off back the way they came.

Thorax and Pharynx trotted back towards their hive.

"I wonder what mother is going to say?" Thorax pondered. “She may not like that I’m the one who discovered this ability.” He sighed.

Pharynx had an idea of how she'd react, and was concerned how Thorax would take it.

“She doesn’t hate you, Thorax.” Pharynx said.

“She has me fooled, then. Just cause I preferred studying instead of espionage.” He grumbled.

Pharynx gave him a concerned look and sighed. "We'll just have to wait and see," He said after a moment of thought.

After a little while of trekking through the wilderness, they reached the valley where the Hive was.

After just a little more walking, They reached the hive and entered. They were greeted by the other changelings.

They had been gone for almost a week, and they came back with much bigger and more powerful base forms.

Some of them were certainly curious as to what happened and asked them about it, but the two didn't say a word about it. They were saving the explanation for Chrysalis.

Eventually the pair made their way to the main throne room.

Chrysalis was sitting on the throne with a bored look on her face that immediately changed when she saw Thorax and Pharynx.

She could tell just by looking at them they were stronger now. Much, much stronger.

Thorax took a deep breath and looked over to her. "Hello Mother." He said with a smile.

"Hello Thorax, Pharynx," Chrysalis said to the two.

Pharynx nodded his greeting as he stood with Thorax.

"So...are you going to tell me what happened while you two were gone?" Chrysalis asked with a raised eyebrow.

Thorax smiled eagerly and he cleared his throat. "Oh yes! You see, I was reading ancient tomes about Changeling History I found in an abandoned fortress in the badlands-"

"You found those books in the fucking Badlands?!" Pharynx asked in shock, cutting Thorax off.

Thorax scoffed and looked at him. "Yes, let me tell the story!" Thorax whined.

"Yes, let him speak." Chrysalis said, a cautious look on her face.

Thorax smiled and cleared his throat. "Anyway, one of them was all about some abilities Changelings have that I've never heard of. Converting other creatures into changelings through a..." He trailed off and shuddered with a smile.

"Very...fun process~." Thorax sighed happily as he thought about it.

He cleared his throat and shook his head to clear it as well.

"Ahem, anyway, It was a massive success. We converted a whole town, and in doing so got stronger!" Thorax said happily.

"And they're also completely subservient to us." Pharynx added. "It's pretty much a foolproof tactic."

Chrysalis looked at them with an unreadable expression. "I see...and why didn't you come to me with this information?" Chrysalis asked carefully.

Thorax closed his eyes a bit and took a deep breath.

"Well, we just did. I lured a mare to test it on, and it worked perfectly. Then Pharynx and I decided to go test to see if it was a fluke, and if he could do it too or if it was just me.” Thorax said.

“We discovered pretty fast that It was not a fluke, and that he could convert ponies just as easily as me! We converted a small town, and then came back the day after we finished. Which was today." Thorax explained happily.

Chrysalis sighed and rubbed her forehead. "Yes, but don't you think I should have been the one to learn how to do this?" The queen asked.

Thorax and Pharynx looked at each other. "We were just making sure it worked out. I thought we did a good job." Thorax said with a frown.

Pharynx had a neutral look on his face. He had made a decision a long time ago. Many many years ago. He had decided if something would happen that would force him to choose between Thorax or his Mother Chrysalis, he'd choose Thorax in a heartbeat.

Those feelings had only grown stronger, so he was already preparing mentally for what he felt like was coming.

"And you did." Chrysalis insisted, "But you should've come to me first. But it's alright, just teach me this practice and I'll ensure you're properly rewarded for your efforts."

"Hmmm... nah. I think we've got a much better idea," Pharynx said after he and Thorax shared a glance.

Chrysalis sat up at that and narrowed her eyes at them. "Boys..." She said with a warning tone.

Thorax sighed and looked up at her with a neutral expression.

"Mother. I know you better than you think. I can tell what you're thinking. I know that you feel threatened by us. And I know you're planning on doing something to us." Thorax said.

That’s how she always was. There was always a punishment if things didn’t go the way she wanted. Thorax wasn’t going to take it this time. He was stronger.

Pharynx felt relief that his brother wasn't going to just let things slide. He felt silly for worrying about him, he had proven how smart and strong he was over the last few days.

"Only so you don't do something to me.” Chrysalis responded to Thorax. “Surely there's an agreement we can come to? Perhaps if I increase your standing in the hive? Make you true princes and give you your own hive in due time?" Chrysalis offered.

Thorax’s eyebrow twitched a bit. He was annoyed. Not with her offer, it was a rather good offer. But it annoyed him that she was only offering it to him now that he was able to threaten her.

And he felt pretty strongly that it wasn’t a real offer.

Pharynx looked towards Thorax, considering Chrysalis’s words for a moment. He too felt like she didn’t really mean it, but if she did it wasn’t a bad offer. If they were normal changelings like they used to be.

Thorax looked up at Chrysalis and grinned at her. "Mother. Why would we settle for being your princes, When we're already Kings?" He said.

Chrysalis shifted in the throne, growing more agitated with this conversation. She had to control this situation before it got out of hoof.

"You two truly have grown powerful. You very well may reach the status of Kings, But you are without subjects or standing. You have no queens. Why make things harder? Share your knowledge with me, and I will give you what you lack." Chrysalis offered.

"We already have subjects though. The ponies we've converted serve our every whim," Pharynx pointed out with a smirk.

"Perhaps. But drones alone do not make a hive." Chrysalis argued.

Thorax had grown tired of this back and forth. Now that he had strength she wanted to be civil with him instead of how she always acted with him before.

He decided to reveal everything.

"Mother. We've succeeded in making a Captain on our own." Thorax revealed.

"What?" Was all Chrysalis could say, genuinely shocked.

"His name is Unyielding Shield. We converted him shortly after taking Our Town," Pharynx explained.

Chrysalis had been researching heavily into the Princesses of Equestria, so she knew who Unyielding Shield was.

"What?! You converted someone so close to the princess without a plan?! What if he's discovered?!" She shouted.

"We do have a plan.” Thorax said. “And besides. We have a Queen too." Thorax said.

Pharynx grinned. "You."

They then closed the distance between them in half a second.

Chrysalis lashed out with a spell, and her royal guard sprung into action.

Thorax's horn lit up and he let out a bluish green pulse of energy that forced the royal guard to their knees. This force exerted his will over them and made them stay put.

Thorax and Pharynx dodged Chrysalis's attack and tackled her off the throne.

She tried to beat them off of her. One on one, Chrysalis could take them. But both of them were enough to over power her. They shot goo on her legs and horn to immobilize her and block her magic.

She was completely suspended in the air.

She lashed out with her fangs, trying to bite them when they came close.

"Relax, Mother. You'll be happy when we're done. Another ability I discovered. Anything we… Have fun with becomes ours~!" Thorax said.

"Yup! And they all love it," Pharynx said with a chuckle.

"Boys it's not too late to stop this! Why go so far?!"

Thorax had enough of Chrysalis trying to placate him. Her actions angered him. Only now that he was the one with the power was she treating him with any semblance of decency. Only because she was scared.

He hissed at her. "You've always hated me, mother. You never agreed with me on anything. I hate how treachery is allowed to run rampant among us Changelings. You always act proud when someone tries to come for your throne. The amount of cliques we have that are against us disgust me. But now, that we actually are able to take you down, you’re acting like this. But we’re not going to stop, Mother. We’re going to convert everyling, and unite them all UNDER us." Thorax hissed.

"And you're going to like what we do with the hive!" Pharynx said as he lined his rod up with Chrysalis' entrance.

Chrysalis whipped at him with her tail, "Stop that! Usurp me if you must, but don't you dare-!"

Pharynx pinned her tail to her back with some goo, keeping it out of the way as he pushed his flare into her pussy.

Thorax flew up and mounted her front, finally silencing her with his own rod.

She cried in outrage around him. She had been reduced to an utterly powerless whore.

Thorax moaned in pleasure as Chrysalis’s screams shot pleasurable vibrations up and down his shaft.

Pharynx was also moaning as he pounded away into her pussy.

As a Changeling Queen, Chrysalis’s body was perfect. She was bringing them greater pleasure than anyone else they've fucked thus far.

Her incredible body only encouraged the brothers to pump into her harder.

Thorax was moaning in intense pleasure, his expression one of pure joy.

Practically the entire hive had gathered around and they were watching them defile their queen.

They couldn't do anything. The pheromones Thorax and Pharynx were releasing was flooding the hive.

Their thrusting had gotten rougher and so fast that both of their hips’ were a blur.

Chrysalis was moaning despite herself, barely even struggling. Being the one being raped, Thorax and Pharynx’s pheromones were flooding her the most.

Because the one they were fucking was a changeling Queen, Thorax and Pharynx grew in power as they raped her.

They could feel themselves growing bigger and more muscular as their power increased while they had their fun.

Their cocks also increased in size as they continued bucking into her muzzle and pussy.

Eventually, Pharynx's cock started to twitch a little within Chrysalis' entrance.

Thorax's cock began to twitch as well. Chrysalis could sense what was coming, but she couldn’t do anything to stop it.

"Ah! Phar! Are you getting close?" Thorax moaned out.

“Mf, Think I am! Are you, Thor?" Pharynx asked with a smile.

"Yes~!" Thorax moaned, his cock so big now Chrysalis couldn't breathe.

"Then let's release!" Pharynx shouted, giving a good hard thrust before filling Chrysalis with his seed, leaning in and biting her neck at the same time.

Thorax extended his neck once again and bit down on the other side of her neck just as he came down her throat.

She cried out, cumming around Pharynx's cock.

Her body glowed as she became bound to them. They pulled out of her as they felt their bodies begin to tingle a bit, something that hadn’t happened before.

The sensation grew quite pleasurable, and Thorax and Pharynx moaned as their bodies glowed. Their bodies gained the biggest boost yet from fucking Chrysalis.

The glow was so bright it flooded the entire hive. More than one Changeling had to cover their eyes.

Thorax and Pharynx were going through a metamorphosis. Something so rare no-ling had expected to ever witness it in their lifetime.

They grew to the size of Chrysalis, and the holes in their legs filled in. Their chitin remained black, but They both gained horns on their heads. Thorax’s horns were ice blue, and Pharynx’s were purple.

They had become Changeling Kings. Maybe even something stronger than that.

"So... how do you feel now, mother?" Pharynx asked Chrysalis as he stretched his much longer legs.

"Yes. Tell us how you feel." Thorax said with a smirk, his blue eyes gazing down at her.

"I think you're no good little upstarts with dicks that are too good for you..." She panted, legs shaky in their gooey binds, "Who just made me cum harder than I ever have." She groaned.

It was only natural that she was rather resilient. If Unyielding Shield retained a rebellious nature, of course the Queen of the Changelings would be even more resilient. But Thorax wanted to break her.

"Hmm. Hey Pharynx. What do you think will happen to her mind if we do it to her again now that we've ascended?" Thorax asked with a smirk.

"Hmmmm... I dunno! Let's find out!" Pharynx grinned, his cock already hard.

"Oh for fucks sake, at least let me out of this goo!" Chrysalis groaned.

Thorax laughed and rubbed her head. “No.” He said simply.

Thorax smiled at Pharynx and flew down a bit. "I want to take her pussy this time. You take her ass.”

"Alright! That works for me," Pharynx changed his position so his rod was lined up with Chrysalis' ass.

Thorax put his hooves around her sides and grinned at Chrysalis, his cock pushing against her already tightening pussy.

"Hey I'm serious! Just get me out of this!" Chrysalis whined.

"Nah." Thorax said before they both roughly pushed their cocks inside of her.

She let out a loud moan. Despite her pussy having just been raped by Pharynx, she was quite tight around Thorax’s ascended cock.

And her ass was just as tight around Pharynx’s shaft.

"Once we have our fun some more, we’ll let you down. Maybe." Pharynx said with a moan as he started roughly pounding away once again.

They thrusted in and out of her in tandem. When Pharynx would slam into her ass, Thorax would pull out of her pussy, and vice versa.

"Mmmm... you feel even better the second time," Pharynx moaned out.

"Well you've got her Ass now." Thorax grunted out as he slammed into her pussy. "But every hole she has is fucking awesome!" Thorax moaned.

"Yup," Pharynx agreed as he gave a hard thrust forward

"O-of course, my body is perfect~!" Chrysalis moaned out, an ecstasy filled expression on her muzzle despite herself.

Thorax just giggled a bit as he their thrusts grew wilder, and Chrysalis' mind fell further.

With each passing second, Pharynx felt his pleasure increase once more.

Chrysalis moaned louder and louder as they continued fucking her holes. She couldn't even speak anymore.

The two brothers were moving extremely fast and rough at this point, their cocks slowly starting to twitch within her.

"Mm. I'm getting close, Phar~!" Thorax moaned, bucking harder into Chrysalis's pussy.

"So am I, Thor!" Pharynx moaned, his thrusts into Chrysalis' ass getting harder and rougher.

Chrysalis moaned and yelped as they got wilder with their pumping.

"Mmm....fuuuuck!" Thorax moaned as he hilted into her pussy and came deep inside of her.

Just as Thorax came, Pharynx thrust forward and released his seed into her with a loud moan.

They filled her up completely, and only pulled out once they were completely finished.

"How do you feel now Mother?" Thorax asked.

She looked at his smirking muzzle and groaned.

"Little shits...." She barely managed to mumble.

"Hmm. Hey Pharynx. Let's take her pussy together." Thorax said, his cock hardened again already.

Pharynx grinned widely. “Sounds pretty fun to me.”

Chrysalis felt her heart race. Whether it was from fear or excitement, she didn't know.

She could barely think. And if they raped her again, her mind would never recover.

She tried to tell them to stop, but all that came out of her muzzle was. "N.....ngh..."

Thorax and Pharynx wasted no time and double stuffed her pussy together.

Pharynx's head tilted back as he shouted in pleasure from the combination of the warmth of Chrysalis' hole, and feeling Thorax's rod rub up against his.

Thorax moaned loudly as he ground against Pharynx's cock while inside Chrysalis. All while she screamed.

Pharynx pushed against Thorax just as hard, his own moans and movements getting louder.

"I love you so much Pharynx!" Thorax moaned, his wings buzzing loudly as they thrusted into her as one, their hips moving like well oiled machines.

"I love you too Thorax!" Pharynx yelled, his cock starting to twitch a little.

Thorax leaned over Chrysalis without a care as she screamed out and kissed Pharynx.

They thrusted into her while making out with each other for a long time.

The hive had all begun to sit and watch, the love in the air from the two brothers filling them.

Pharynx returned the kiss, tugging on Thorax's tongue with his as he felt his release approach,

They both moaned into the kiss as they came together, filling Chrysalis up and breaking her almost completely.

Pharynx rocked his cock within Chrysalis a little bit before pulling out with a wet pop Thorax pulled out with him and gave Chrysalis another smirk.

She looked up at him with Cloudy eyes and giggled a bit.

Thorax grinned and pet her head condescendingly. "There we go. Now she's feeling better. Let's let her down."

The two proceeded to remove all of the goo that was trapping her and then They set her down on the ground. She curled up, giggling happily as she leaked their green changeling cum.

"How do you feel now?" Pharynx asked with a chuckle.

"Mmm...Nice~." Chrysalis moaned.

Thorax grinned and petted her head again.

"Good. Very good." He purred.

If they had decided to go for a fourth time, Chrysalis would never even be able to think without their permission. But she was very agreeable now, so that wouldn't happen.

"That's a good girl," Pharynx patted her on the head with a smile.

Chrysalis purred and leaned into his hoof with a cute smile. Pharynx grinned and he continued petting her for a little longer.

Thorax cleared his throat and got Pharynx’s attention. "Shall we sit on our throne and tell the grubs what's up?" He asked.

"Yes we shall," Pharynx said with a nod.

"O-Oh! Oh!" Chrysalis sat up. "Can you use me as a cushion?" She asked as her tail began to wag in excitement.

Thorax and Pharynx looked at each other before they grinned eagerly.

Pharynx turned his attention to Chrysalis and jerked his head towards the throne. "Get on up there slut," He chuckled.

Chrysalis smiled and fluttered onto the throne. Once settled she laid down on it.

Everyling watched as Thorax and Pharynx flew up to the throne and sat down on her.

"This is really hot." Someone muttered. The ones around them murmured in agreement.

Thorax leaned back and rested his cheek on his hoof.

"Everyling. Go ahead and sit down and listen. We've got something important to say." Thorax said.

All of the drones in the hive gathered around to listen to them. Clearly whatever they had to say was going to be incredibly important.

"As you can clearly see. We've overthrown Chrysalis." Thorax said.

That was incredibly obvious, but hearing out loud still caused some Changeling’s to react a bit.

One changeling raised his front leg.

"Yes?" Thorax asked, gesturing for him to speak.

"Are you two Changeling Kings now? Being honest, you look even more powerful than that. None of the stories about Changeling Kings say anything about the things you two just did."

"I guess you could call us Changeling Emperors now," Pharynx said after a moment.

That seemed to satisfy the drone.

"Oooh I like the sound of that!" Thorax said. "Anyway. First things first. We've discovered a way to end our starvation." Thorax said.

This got all of their attention.

"Changelings we convert don't starve. At least nowhere near as fast." Thorax said.

"And those we convert are rather strong.” Pharynx added.

All the drones murmured in excitement, their Tails wagging eagerly.

"Will you be converting us? Can we be converted?" Someling asked.

"Well you're already changelings so it's not so much as a conversion but....well. I don't know what to call it exactly." Thorax admitted.

"Enhancing?" Pharynx offered.

"Yes, thank you Pharynx. That works perfectly." Thorax said, shifting his weight on Chrysalis and kissing his cheek.

Pharynx happily kissed his brother on the lips.

They made out for a few moments before returning to the changelings below them.

"So, yes. Changelings can be enhanced." Thorax said.

"And once you're all enhanced, we'll take over Ponyville soon enough." Pharynx said.

"We won't be going after Ponyville Immediately. That's the other thing. We'll be very slow and patient. Last time, mother rushed us, and we lost." Thorax said.

"We'll take over more places first, and then Ponyville," Pharynx added.

Thorax looked over to him with a playful smirk.

"What is your obsession with Ponyville?"

"I just can't wait to take down that goody two shoes place."

Thorax giggled a bit before returning his attention to the Changelings below.

"Will you accept being enhanced by us?" He asked.

They all cheered and said yes right away.

The pair of Changeling Kings grinned at this and leaned back onto Chrysalis.

"Then let's get started~.”

The two Kings of all Changelings would be spending quite a lot of time enhancing Everyling in their hive.

And they were going to enjoy every single second.

Author's Note

This chapter was a DOOZY!

At over 7k words its even longer than Chapter 1! I don't know if I'll be able to continue this level of length for every chapter, but I certainly wouldn't mind trying.

So. Thorax and Pharynx have ascended and metamorphosized into Emperor Changelings. If anyone is confused on what their forms look like, think the metamorphosized forms in the canon show, but Color swapped. Like this.

I think this fits them better in this story, since they're very much evil lol. But if enough people think they should just look like they do in Canon, I might change it.

Unyielding Shield is my boyfriend's OC, and he wanted me to introduce him to this story so I did.

I know this may seem rushed to people, and perhaps it is, but I was considering all of this essentially as prologue. The real story begins with their Silent Invasion.

I hope everyone enjoyed reading this chapter. I know it was long, and I'm grateful to everyone who read it.

If anyone has any comments, I'll be sure to respond to them.