Chapter I:Work, Work, Work

The light from the sun slowly creeped into the room though the blinds, slowly inching their way up Twilight's bed and onto her back legs. In the distance she could hear the crooning of roosters and the hustle of small crowds of folks on their way to the local coffee shop. She could feel the warmth of the sun slowly inch its way up her body until she felt it on her snout. A few seconds later she could see the streams of yellow though her eye lids.

Twilight quickly rolled over, throwing her blanket over her head when a knock came at her door.

"Twilight, rise and shine!" Came a familiar voice from the other side of the door.

Twilight threw the blanket off her head and tried with all her might to open her eyes. At first they were reluctant but with a little more effort they opening up to reveal the only thing stable in her new line of work; her near unchanging bedroom. The door opened up slowly and a small purple blob walked into Twilight's room.

Twilight rubbed her eyes and yawned. Her eyes came into focus and standing at her door was her assistant, Spike, holding a tray that consisted of maple oatmeal, a orange and hot vanilla espresso, her daily breakfast.

"Just set it on my dresser Spike. I'll be up in a minute." Twilight said sleepily.

Spike walked up to the dresser and set the food on the top, spilling some of the oatmeal on the floor. A spill that occurred in the same spot every day due to his small stature.

Almost automatically Twilight grabbed a nearby handkerchief with her magic and wiped up the spot, a spot that has turned a light brown over the many years of dropping various flavors of oatmeal on the same spot.

"I really need to remember to get a stool for you or something." Twilight got out of bed and stretched. She could feel the cool air running under her wings, a sensation that always made her feel more awake than any amount of caffeine ever could.

"Time for the morning ritual Spike. Get my brush, I'll start with the wings." Twilight walked up to her nightstand and looked in the mirror. The bags under her eyes were apparent, almost always there every morning as a testament to her duties. Her mane was an absolute mess and feathers were all bent out of shape. Twilight looked at the book titled "Wing Care and You" that was sitting on her nightstand, a gift from her friend Rainbow Dash.

Dunno why I keep reading that book, Alicorn wing biology is almost entirely alien compared to Pegasus wings. She thought to herself as she brought one of her wings in front of her face. She began slowly rearranging some of the feathers back into symmetrical order when she felt a brush hit her coat and mane.

"Oh, that feels good Spike! Are those the new brushes Luna sent me?" Twilight asked.

"Yep, made specifically to brush out excessive undercoat and make you shine like the brightest star...or at least that's what the box said." Spike began to slowly brush down Twilight's coat, the mare almost moaning in ecstasy as the bristles cleaned her undercoat deeply.

"You have no idea how it feels to have some home comforts here Spike. Feels like we been up here for so long, cut off from everypony." Twilight began to pull a few of her crumpled feathers out of her wings.

"We only been up here a few years and we still get occasional visitors. You even made friends with a few of the locals...albeit not exactly quickly." Spike said.

Twilight lifted the blinds on her window with her magic to let more sunlight flood into the room. She continued preening her wings, adjusting feather here, taking a few out there; her mind kept wandering back to the volcano wastelands in the distance. No matter how much she told herself that everything was fine, the view outside always slightly unnerved her. These creatures did after all, attempt to conquer Equestria at one point.

"I guess your right ,Spike. I like drone thirty-four, he can bake a mean batch of doughnuts." Twilight looked at her meal on the dresser. "Maybe I'll pay him a visit today, get something different to munch on for once."

Spike began to brush Twilight's mane, the mare jerking a bit as her unruly bed mane refused to be brushed. "Well you have to make a stop by drone sixty-nines supply shop, the doughnut shop isn't too far from there. Remember though; we have to be at the magical bleaching site for a progress report at ten."

Twilight began to preen her other wing when one of the changelings buzzed by her window carrying a letter in its mouth.

"Mail's running really early this morning. Wonder why?" Twilight said as she adjusted a few feathers.

"It's been really weird all week. The changelings can feel the upcoming return of their queen. I mean she was scheduled to be finished with her maturation chamber a week ago." Spike set the brush down and began to curl the edges of Twilight's mane with his index claw.

Twilight stared out the window.

Chrysalis.

Just thinking of her name sent chills down her spine. Twilight absentmindedly rubbed her side, a little notch, a scar just under her right wing where her soul nearly escaped from a terribly painful trap. If Chrysalis hadn't sacrificed her power and nearly her life, she wouldn't be here right now.

I still owe her my thanks. I don't have to like her but I can at least show gratitude where it is due.

"Twilight?" Spike said.

"Yes?" Twilight replied, snapping out of her self monologue.

"You daydreaming again?" Spike said.

"Kind of. Once Chrysalis emerges from her maturation chamber Celestia will most likely be here to relieve me of my duties. I'll get to go home and actually sleep in my own bed, hang out with my friends and just take a nice long vacation."

Spike sighed. "Or she may leave you here with her as help, remember she said the tour of duty might last as long as five to seven years."

Twilight rolled her eyes in frustration. With Luna busy rebuilding the zebra homelands, Cadence busy in the Crystal empire and Celestia dealing with hers AND Luna's Canterlot workload the only pony with authority left was her and lesser senators. If only there was another being with her power to keep the changelings in-line.

There is another but...no pony with any sense trusts discord with doing the dishes, let alone ruling a country.

"Spike, do you think if Discord was around, he could have kept the changelings in line?You think he would be trustworthy after his rehabilitation?"

Spike ran a claw underneath his chin. "Knowing him, he might have just driven them insane. He may be a good guy now but he's still not all there in the head."

"I guess you're right. Still, I wish I could just go home already." Twilight said somberly.

Spike patted Twilight on the shoulder and pointed up at the clock. "Duty calls Twilight. I know your down but hang in there a little longer."

Twilight flapped her wings a few times to removed the lose feathers she had missed and levitated her crow off the table across the room, setting it firmly on her head. "Oh well, let's get this over with." Twilight motioned for Spike to get on her back. Moments later her horn lit up, teleporting herself and Spike outside in front of the doughnut shop.

"Morning drone thirty-four." Twilight said in a chipper manner as Spike got off her back.

A changeling, with a light grey but well trimmed beard stuck his head out of the fly through window. "Morning Twilight, what can I get for ya today."

"I need three lemon doughnuts, one custard doughnut and a decaf latte to go please."

The changeling stuck his head back in and within a few moment's held a bag out the window. "Put it on the royal stipend right?"

"Right, and give yourself a couple bits as a tip." Twilight said right before eating an entire lemon doughnut in a single bite.

The old changeling smiled. "Always a pleasure doing business with ya princess."

"Likewise thirty-four." Twilight replied.

"Okay, whats next on the list?" Twilight asked Spike.

"I don't know. You left in such a hurry that I didn't grab my-" Twilight's horn lit up and a pink clipboard appeared in Spike's claws. "Clipboard."

Spike went down the list, checking off the morning ritual things when he came to the first job of the day. "Drone Sixty-Nine's supply shop. We are low on quills, parchment and feminine hygiene products." Spike went down the list scratching his head. "This spell component, what was it for again?"

"You know basic pony biology Spike. I have to use that component in a spell every couple years to stave off unicorn estrus." Twilight blushed as she explained what the item was for to Spike.

"But, don't Alicorns have a 'whenever' kind of cycle but have complete control over if they want a foal or not?" Spike asked, perplexed.

"Did you read the book I gave you on pony biology 101?" Twilight asked grumpily.

"Yeah but it doesn't cover anything about Alicorns. Or anything remotely related to the transition of unicorn to Alicorn." Spike hopped off Twilight's back. "Care to run whats going on by me again? Without nearly biting my head off this time?"

Twilight shook her head and lowered her ears. "Sorry Spike, I didn't mean to snap at you. You see, when I was transformed from a unicorn to an alicorn parts of my unicorn biology had to adapt to the change. Some of them did without a problem but others such as how magical power flows though my body, my immortality and reproductive systems did not."

"Which means?" Spike asked.

"It means three things; my Alicorn magic will be semi unstable for a few years still, I am still very much mortal and I will still go though heat like a regular mare." Twilight looked over Spike's shoulder at the list.

"How long will it take to to completely become an Alicorn?" Spike asked.

"For some parts, just a few years, for others, a decade or more." Twilight looked at the clipboard, eager to drop the subject on such a private matter. "Oh, I see we have a bleaching inspection?"

Spike looked down at the clipboard and nodded. "But you're still dodging the-"

*Poof*

*Cough*cough* "Question" As the smoke cleared Spike watched as Twilight moved with remarkable speed to the nearest drone, quickly striking up a conversation with him.

"So foreman 721 how goes the removal of toxins in the ground today?" Twilight said as she beamed.

"Well, we have cleansed about ninety square yards of ground today but we ran into a large chunk of radioactive lead that's giving us a hard time." The foreman pointed to a patch of ground that the other drones were firing bolts of energy at. There were large jutting spikes of metal protruding from the ground, they looked like lead but hat small bits of uranium interspersed throughout the structures.

"Anything I can do to help?" Twilight asked.

The drone gave a sort of meek smile. "No Princess Twilight, I remember the last time your magic interacted with radioactive material. We had to quarantine half the darn town."

Twilight blushed, rubbing the back of her mane with her hoof. "Sorry about that. I'm not one hundred percent in control of my powers yet."

The drone smiled. "No worries. There is something you could do for us, we came across a large deposit of unusable liquid salt further up the road. I was wondering if you could freeze it?"

"Liquid salt?" Twilight thought back to her geology book. "If it's liquid like that then there must be a heat source nearby. There isn't volcanic activity up that way is there?"

The drone shook his head. "Might be a few magma pipelines running underneath it. We won't know until you try and freeze it. We will know then where the heat is coming from so we can neutralize it."

Twilight spread her wings and nodded for Spike to get on her back. Spike obliged and hopped up onto Twilight's back, holding onto her neck tightly as she took off into the sky.

"Watch out for the gas clouds further up! They won't hurt ya but you will smell like rotten eggs for a week if ya fly though them!" The drone shouted after Twilight.

Twilight flew up the hill, eyes on the sky but occasionally peeking down on the drones below digging up what looked like an obsidian deposit. As she flew she noticed a few of the drones looking up at her and inhaling. "A few are feeding off me it seems."

"Oh, you mean that ambient love in the air thing they do?" Spike asked.

"Yeah, they siphon some of the love off creatures nearby. You don't really feel anything unless too many of them do it at once. Still creeps me out a bit." Twilight noticed a few non- changeling ponies down below, working along side the drones but looking absolutely drained. "That's not good. Let me fix this."

Twilight swopped down from the sky, landing some distance from one of the mares helping the drones clearing a field of obsidian. She was a tad bit older that Twilight, in her early thirties at least. Her musculature was impressive, not stallion bulky but powerful and agile like her friend Apple Jack. Her coat was a light neon green with what looked like a hammer Cutie Mark and a light blue mane. Near her were nearly a dozen drones many of them absorbing ambient love in the air for food, making the mare feel weak and depressed in the process.

"And what exactly do you think you are doing?" Twilight yelled as she approached the drones.

The mare looked up and then bowed graciously. "I'm sorry your highness."

"No, not you. Them!" Twilight pointed to a couple drones that tried to turn away quickly , as if they did nothing wrong. "You guys know the rules! No more than four drones within absorbing distance from other creatures."

"I-I don't mind them your highness. They can't help it, it's part of what they are. It's instinct." The weakened mare said.

Twilight rolled her eyes. "That may be but too many of them can suck you dry. You don't want to feel blue and depressed for days do you? Or worse, they could even knock you out in large numbers."

One of the drones walked sneaked up behind Twilight and inhaled deeply by her neathers. Twilight spun around in place and pointed her horn right at his throat, sparks flying off the tip as it glowed hot white. "You ever do that again and I swear I will toast your sorry behind like a bug zapper. Do I make myself absolutely clear?"

The drone backed away crying. "I'm s-sorry! it's just I smelled you are going into heat soon and well...you know, instinct kicked in."

Twilight's eyes opened wide. She almost killed a drone for something it couldn't help, that she was applying pony standards and not changeling standards to the situation.

This alicorn business is difficult, I wish it would hurry up and make me fully an alicorn instead of fifty-fifty. Twilight thought as she turned to the mare behind her. "Are you going into heat soon as well ma'am?"

"That's...a little private your highness but yes, I'm about four days off."

"I order you and any other mares on the workforce removed until the end of the month. I will inform the foreman of your leave." Twilight turned to the still frighted, shaking drone. "As for you. I'm sorry I was so violent towards you. I should no better than to chastise changelings for being themselves."

"I am sorry as well. It's hard to control oneself when so much food is around and abundant. I'll double my efforts not to do such things in the future." The drone lowered his head in shame.

Twilight looked at Spike. "How is the synthetic love supply for this area?"

Spike scratched the scales on his head for a moment. "I think we are under class two rationing at the moment. I sent out for more a week ago but haven't gotten back anything in return from Canterlot yet."

"Class two? And we have them working at full capacity still?" Twilight asked, a shocked expression on her face.

"Gonna have to take that up with the foreman, he's the one that sets the pace."

Twilight sighed. "I have a better idea." Twilight took to the skies with Spike on her back, once she reached far above the changelings working below she turner her head to Spike. "You may wanna cover your ears for this." Twilight's horn lit up and she inhaled deeply.

"Attention all workers!" Twilight shouted, her voice booming over the entire valley. "You are all hereby ordered to reduce your workday to four hours at most until further notice. This is by royal order of Twilight Sparkle, I hope you will all have a nice day."

The workers below began to disperse, some of them giving Twilight a wave as they flew by and one still terrified drone smiling meekly as he flew away. It wasn't long however, until Twilight heard the angry buzzing wings of a certain foreman quickly approaching from below her.

"What's the big idea with sending all my workers home and cutting their hours huh?" The foreman gnarled his teeth threateningly.

"Do you see that mare down there?" Twilight pointed at the slower moving neon green mare from before.

"And? I thought Equestria and the swarm were allies now? We provide rare metals for trade and you help us make our home a hospitable place to live in." The drone scratched his head, clearly puzzled as to why Twilight singled out this particular mare among dozens of other pony workers.

"I caught other drones sucking the love from her. My assistant notified me of a class two shortage of synthetic love and I took austerity and safety measures. We can return to full workload once the shortage is up."

The foreman didn't look too pleased at the news. "But I have a schedule to keep! We were to build a park after excavating this obsidian later in the week."

Twilight looked at Spike on her back and Spike showed her the rounds for the day from his clipboard.

"If I rip up all this obsidian at once will you keep the hours low until the shortage is up?" Twilight asked.

The drone looked below him, there was at the very least a couple hundred square yards worth of obsidian left in the ground.

"Are you out of your mind young lady? That's enough work to keep my entire workforce busy let alone one-" Twilight put her hoof over the foreman's mouth and winked at him.

"Spike, cross out everything on my list today that is help associated, leave only the last thing and the supply store."

Spike went about crossing off various side duties associated with making the town better, leaving only the supply run and the last object on the list unchecked.

"Done, Twilight. Anything else?"

Twilight looked below, her horn humming powerfully as all the ponies that have not cleared the area were teleported one by one to the far field outside the cleanup area. Slowly the hum from her horn began to grow louder and louder. Cracks of purple lightning began to fly from the tip of her wings, surrounding her in a aura of pure electricity. Her eyes began to glow brightly, so bright that they began to sear the ground below her.

Time to finally put these alicorn powers to the ultimate test.

Twilight gritted her teeth, and lowered her horn. A small ball of energy began to form on the tip of her horn, small and softball in size at first but with each passing breath growing in size until it was as big as a beach-ball.

"Ragh!" Twilight flung the ball toward the ground, the ball popping with a flash.

"Umm Twilight, nothing happened." Spike said as he pointed at the obsidian ground below.

"Quiet, I need to focus." Twilight snapped. She pointed her horn to the ground and began to tilt her head up. The obsidian below began to crack and shake violently, bits cracking and breaking off, floating in the air as if gravity ceased to be. Soon larger and larger chunks flew up into the air until Twilight's head reach back as far as it could.

Just a little more...

Twilight arced her head back and flapped her wings as hard as she could, lifting mountain sized chunks of caked obsidian right out of the ground and high into the sky.

"Twilight!" Spike yelled. "You need to stop, you magics becoming unstable!"

Twilight look at her hooves, the purple magical aura she was emitting was beginning to tear and fracture, bolts of uncontrolled magic shooting between her hooves and wings like lightning bolts.

I guess this is my limit, but I want to go further so badly...

Twilight lowered her head and let go of the obsidian she was holding up. Seconds later each piece fell to the ground, smashing into thousands of smaller pieces but making a noise that nearly made her eardrums pop in the process. Twilight's head drooped, sweat running down her neck and wings as she breathed hard. Her wing felt like stone as she tried valiantly to keep herself in the air.

Stupid Unicorn biology, if Celestia did this she wouldn't even be breaking a sweat. Twilight thought as she slowly lost altitude.

Suddenly her wings seized up. Still moving up and down but her joints refusing the follow through needed to maintain flight.

"Uh-oh." Twilight plummeted from the sky like the obsidian before her. She frantically beat her wings but they were straight out, stiff as a board. Think fast...what's a good way to...

"Twilight!" Spike yelled from the back of the foreman drone. "Stick your wings out and angle yourself to glide.

That's it! Thanks Spike.

Twilight stretched her wings out and pointed her nose toward the ground. Need to build up speed before I can glide. She kept her nose down until she was no more than fifty or so meters off the ground when she adjusted her wings and slowly pulled up. The shooting pain was nearly unbearable, with her wings being stiff and having no give way the g-forces from the weight of her own body was working against her.

The sheering pain slowly began to become manageable as she angled herself for a landing. Wait, how about I supposed to slow myself down? Twilight tried to angle her wings to give her lift but found they were completely immobilized. Her hooves touched the ground but the force of the impact made them buckle almost immediately. Twilight flipped head over hooves, her face hitting the ground and them tumbling like a boulder till she came to rest on her back.

"Twilight!" Spike hopped off the foreman and ran to Twilight as fast as his little dragon legs would carry him. "Twilight! Oh please be okay..." Spike managed to get to Twilight just as she was pulling herself off the ground. "Twilight, don't move something could be broken."

Twilight looked over her back, her wings were still stiff and she had a few shallow cuts and bruises all over her back. Her face didn't fair any better as she could feel her right eye beginning to swell shut. Her legs seemed to be sturdy however, despite small fragments of obsidian embedded in her fur and skin.

"Twilight, sit down this instant. We need a doctor to look you over." Spike demanded.

Twilight turned to Spike and nodded her head in agreement right before she wobbled left and right and fell over, unconscious.

"Twilight? Twilight!" Spike screamed.

***

"Twiiiilightttt" A familiar voice called.

Twilight couldn't see anything, she could only feel an empty void around her and a voice that she could have sworn she heard before.

"My how you have grown Twilight. When I last saw you, you were nothing more than a unicorn. A powerful unicorn yes, but with mortal limitations nonetheless." The voice said in an eerie pitch.

"Who, whose there?" Twilight called out.

"We will see each other very soon."

Twilight opened her eyes to find herself staring at something very blurry and purple, it seemed to have green puffy sides and two big round things in the front.

"I thought I heard you stirring, you were talking in your sleep and all that." Spike said.

Twilight's vision slowly sharpened to find herself laying in her bed. Spike above her wiping her forehead with a wet towelette.

"I remember...crashing down really hard and then nothing after that." Twilight said as she remembered how much pain she was in previously.

Spike removed the wet cloth from her head and stepped back to examine Twilight. "You know, we called a doctor after having the emergency crew move you back here but by the time her arrived most of your wounds had already healed. He did however have to go in and dig out the obsidian from under your skin, your body healed over them too quickly."

Twilight laughed to herself. "As much as I sometimes hate the Alicorn part of me taking its sweet time, I do enjoy the fact that it has fast healing and I'm almost never sick."

"Speaking of which the doctor prescribed you some antibiotics. He asked me to make sure you take them once every six hours for the next few days. He didn't believe me when I told him that you wouldn't get sick from those wounds."

Twilight slowly rolled over and out of the bed, she stared at the clock and realized it was around nine at night.

"Spike, how long was I out for?" Twilight asked, not wanting to believe her own clock.

"All day, don't worry I got most of your important chores out of the way. The foreman helped by flying me around town, he said he owed you because you saved him a whole bunch of work." Spike turned to his clipboard that was hanging up on a nearby wall. "Still need to get some of the more minor stuff out of the way."

Twilight sat up slowly, her body may not have been damaged in any way but it ached so much, as if she suddenly had arthritis. Not only did it kind of hurt to move but her body felt dirty, bits of obsidian dust were still in her coat and mane and the sweating from her earlier exertion didn't help matters any. Twilight pulled the covers off of her and slowly slipped out of bed. Her hooves hit the floor and sent a slow, creeping pain up her body.

Spike turned around, a frown on his face. "Twilight, you're not supposed to be up. I have doctors orders to make sure you stay in that bed until he sees you tomorrow morning." Spike walked over to Twilight and tried to coax her back into bed when Twilight put a hoof on the dragons chest.

"Okay, okay. I'll get back in bed but I really need to shower first. I smell like burned trees and BO. It's making me sick." Spike nodded in agreement and moved out of the way.

"Should I help you to the shower?" Spike asked.

"No, I should be fine, I hurt all over though." Twilight stumbled past Spike and into the bathroom, closing the door behind her.

Twilight inhaled deeply, the fragrant tulip scent from the incense she burned last night was still faintly in the air. This was probably her favorite time of the day, taking a night hot relaxing bath. The bathroom was set up in such a way that would even make a Canterlot noble blush in envy. There were dozens of different soaps and shampoos to choose from, a high powered massage shower, a Jacuzzi with smooth rotating scrub brushes for when she felt lazy and a tub with heating options for when she needed to really relax.

"So many options, so little time." Twilight said to herself as she walked over to the gold encrusted cabinet on the far end of the room. "Let's see, what shampoo to use... " Twilight looked over her selection. On the shelf at eye level was her usual shampoo's; Summer Lavender, Apple Tart and Diamond swirl.

"Hmmm, none of these will do. I need something a bit more fresh." Twilight gazed over the labels until she came across a shampoo she hadn't used in a very long time; Stalliongrad Pine. Twilight picked the bottle up with her magic, her horn hurting a bit as she did and opened up the bottle. Twilight inhaled deeply from the bottle, the smell reminding her of the days when she wore a cape as the Arch Mage of Equestria and...something else.

"Trixie..." The memories came flooding back from when she and Trixie had a little competition of the erotic kind against each other. Despite all the BDSM; something she wasn't really into, it at least felt good. Twilight sighed, out here the only fun sexy times she was ever going to get would be with a changeling. It wasn't like they were hard to find, many changelings have offered her mating services if she needed it, why wouldn't they; they got plenty out of it as well.

"Oh Twilight, what would Celestia think of you for indulging in such things." Thinking back, Celestia was the one that set her up with Trixie in the first place.

I almost kinda miss her, I wonder if she's doing well... Twilight thought to herself as she took another whiff of the shampoo, its scent reminding her of that one lustful evening she spent with Trixie.

"Enough of that, I need to get cleaned up and get some reading time in before bed." Twilight opened up the shower doors and set the shampoo beside her. In front of her were buttons and knobs for different settings, some of them for temperature but others for massage or if she needed a quick shower, cart wash mode.

"Hnnmmm." Twilight hummed as she looked over each setting. "Medium warm and...I guess I can afford the time for the massage two setting." Twilight turned the knobs to the correct settings and pressed a big red button above them to start the process. The machine began to hum and suddenly jets of water were hitting every inch of her body in short, rubbing bursts.

"Oh, this feels nice." Twilight lifted the shampoo off the floor beside her and squeezed it's contents all down her side. After she was suitably covered she grabbed a nearby brush and began to scrub it in.

"Oh, Oh!" The soft bristles felt so good rubbing along her back and down to her thighs, it wasn't until she reached her flanks did it begin to feel almost too good. As she slowly began to scrub her behind she felt something she hadn't felt in a very long time. Inside her body she felt some kind of muscle contraction and then what she could of sworn was a wink.

"Am I?" Twilight touched the brush on her flank again and felt the same sensation as she ran the brush down her flanks. "This isn't good." Twilight tried to suppress the feelings with her magic but found that it was far too feeble to do so.

I'm too drained from my injuries earlier today, I don't think Spike got the reagents for my spell either.

Twilight felt another small contraction followed by her outer labia contracting again. "I don't get it, I'm a bit early. I should have had another week at least before anything like this happened." Twilight stood there as the massage jets slowly removed the pain from her aching body, trying to figure out what could have put her into heat earlier than expected.

"Is it the shampoo?" Twilight picked up the bottle and sniffed the opening and sure enough she felt another contraction. "Great, just reminding me of Trixie is getting me aroused, but still, why?" Twilight couldn't put her hoof on the reason, she was too early for heat and just thinking of sex didn't typically get her into heat, even with the occasional masturbation session when Spike was away.

I'll have to figure out why later, right now I have more pressing matters...maybe If I just... Twilight put a hoof up against the wall to brace herself and slowly reached back to her neathers with the other. She could feel the blood rushing to her face and her wings lifting into the air, stiff as a rock as she slowly moved her hoof down her belly. "Almost there..." Her hoof squeezed between her outer labia, her body automatically hunching over to a mating position.

"Ah!...so S-sensitive." Twilight gasped.

Twilight began to rub up and down slowly, her vaginal tract contracting, her outer and inner labia hugging her hoof tightly with each stroke. I guess I'll have to satisfy myself until I can cast that spell. Twilight rubbed vigorously, each stroke making her moan silently in ecstasy.

"It's...ah...been so long." Twilight began to rub faster and faster, slowly lowering herself to the floor, her flanks sticking in the air. "Maybe If I double it up..." Twilight moved her other leg from the wall, and put it underneath her. She began to rub with both hooves together, each stroke sending shivers down her spine as she continue to build up to climax.

Hmmmm so good. It's been so long since my body felt this way.

Twilight rubbed faster and faster, rocking her hips into it every time she pushed her front legs across her labia. "Ahhh, ha, so good!" Twilight could feel the orgasm getting closer but after a few more minutes of intensive rubbing the feeling of ecstasy began to give way to the feeling of rug-burn. "Why can't I orgasm!?" Twilight growled as she rolled onto her back and began to vigorously rub her clitoris, her entire body humping into her hoof with each stroke. However, something was stopping her from getting any release.

I don't get it. Normally when I do this it doesn't take anywhere near this long.

Twilight pulled both her hooves away, her front legs feeling weak from all the masturbation. "I think I need a little more than just hooves." Twilight said to herself as she stared at her front legs, her coat glistening with a combination of shampoo residue and her own juices. Twilight stared at the bathroom door for a moment.

I have toys under my bed but If I levitate them to me or teleport them Spike might get curious. Twilight thought about it but doing such a thing would make her feel shame if the baby dragon found out, he was still much to young to fully comprehend why mares will do such things.

"I guess I can use my magic to morph something in here..." Twilight looked around the room for something she could use as a sex toy. As she looked around the room she didn't find much, a few rags, some empty shampoo bottles in the trash, a pair of electric mane trimmers. Nothing seemed suitable to morph into a toy and if they were to revert to their original form would be excruciatingly painful to remove. Twilight continued to look around the room when something caught her eye; the wooden pole holding up the towel just outside the shower on the opposite wall.

"Unconventional but that could work." Twilight levitated the towel off the rack and set it on the floor. She then lifted the bar from it's holding and pulled it into the shower with her. It was around fifteen inches long, around eight inches around and made of waterproof finished oak. The most interesting feature that she noticed was little double hump bulges all the way down it surface that ended with smooth cut balls on either end.

"Well, wood might be too hard but I know a material that has better give." Twilight set the bar on the floor and lowered her horn. A couple of moment later a few sparks flew off her horn but the bar remained.

C'mon body, if you want satisfied, give me something to work with.

A blast of magic fired from Twilight's horn and struck the oak bar on the floor, turning it a hot white. After a few tense moments the light cleared and Twilight picked up the new object. It was much lighter than before and pink in color, it still managed to keep the random bulges along the center but this time they were much wider and the balls on each end were gone.

"Ahhh rubber, such a fantastic material." Twilight smiled as she levitated the newly transformed sex toy behind her. She slowly raised her flanks into the air and started to push the toy inside her vagina. "Hmmm this feels good." Twilight felt the flat end slowly push past her inner labia, eliciting a few winks on her part which only seemed to pull the toy in further. Twilight pushed the toy deeper until she felt the first bulge on its surface.

"Oh, OH!" Twilight's entire backside quivered with anticipation as she felt the bulge spread her wide, her contractions squeezing in on it hard. Perhaps too hard, the contraction pulled in the second bulge far faster than she anticipated and her body reacted nearly automatically.

"UUhhhhhmmmmm!" Twilight moaned loudly as body humped the air, begging for more. "Ah, Ah! Need more!" Twilight let out another loud moan, her contractions slowly pulling in more of the toy, until she felt it bump up inside her against her cervix.

"Twilight are you okay in there?" Spike's muffled voice came though the door.

Uh-Oh, Spike must have heard me. Twilight thought to herself as she breathed hard. I can't let him see me like this.

"Are you okay? I'm coming in there." The door latch began to slowly turn, Twilight just barely grabbing it with her magic before Spike could open the door, "Hey the latch is stuck!?" Spike complained as the door latch jiggled.

Think Twilight, you don't have the power left to change it back and even if you could Spike would see you. Twilight looked down between her legs, at least one more bulge and five or so more inches hung between her back legs. Spike will easily spot something like this unless... Twilight turned the knob on the shower to set it to mist mode but after a few sputters the water just continued on its regular spray mode.

"There is another option..." Twilight mumbled to herself as she looked at the toy between her back legs. "I'm gonna feel this one in the morning." Twilight lifted the toy up with her back hoof and pressed her backside near the shower wall. After a bit of fidgeting she managed to get the other end of the toy pointed into her rectum.

This is so going to sting in the morning... Twilight pushed her flanks up against the wall and the toy slowly penetrated her anal cavity.

"Nyah!!" It had been so long since her last sexual venture with Trixie that she plum had forgotten how tight and sensitive that spot actually was. The sensation of having her back-end spread open several inches wasn't a new one but being unable to use her magic or lube to gently slide it in was making things difficult. Twilight continued to push on the wall, the even length of the toy gently pushing its way into her until she felt it; the bulge she had been dreading.

Twilight eased herself back slowly, the front end to the bulge slowly spreading her wide when a sudden noise made her lose her balance.

"Twilight!? I'm burning the door down to come in!" Spike said from the other side.

Twilight's back leg slid forward, bringing the entire weight of her backside to the floor and consequentially onto the toy bulge which was only just penetrating her. In an instant she felt a burst of pain, followed by the feeling of her entire rectum being filled all at once.

"Ahhhh!" Twilight screamed, her hold on the door breaking, Spike tumbling into the room he ad first.

Twilight felt her insides churn, as if swimming in delight. Her vaginal tract was trying to pull more of the toy in while the other side was doing the same, producing a sort of tug-o-war of pleasure. She felt drool come from her mouth and fall on her leg, the sensation making her want to scream in ecstasy. The only thing stopping her from rolling over on her back and rubbing herself until she screamed was a baby dragon in the room, getting to his feet. Despite what she was feeling she would die of embarrassment if Spike found out her carnal desire, she gritted her teeth and began to rub her eye with her leg.

"Twilight, I heard you yell, are you alright?" Spike asked.

It took nearly all of Twilight's willpower she had left to keep her breathing under control to answer the dragonling. Her entire backside was quivering in anticipation and her neathers were busy playing ping pong with the last bulge under her tail.

"I'm fine. I just got some soap in my eye is all. I'll be out in ten minutes." Twilight lied, gritting her teeth to hold back the sensation.

"You sure, you're okay?" You seem a little bit shaky if ya ask me." Spike said as he pointed to Twilight's back legs. "And why are your wings up in the air like that?"

Twilight looked to her side. her wings were erect, stiff and unmoving. "It's...a technique pegasus use to remove dirt from between the feathers. I was covered in a lot of it today." Twilight was barely keeping her cool, the toy was being pulled back and forth, the bulges making her body quiver with each entrance and exit.

"Okay then. I'll be filling out paperwork if you need me then." Spike walked out of the bathroom, closing the door behind him.

Okay, he's gone but how to finish myself off without him hearing? Twilight's mind was cloudy, her body only wanted to enjoy the moment as both of her orifices were penetrated in turn as they fought over the pleasure the toy provided.

"I know, a sound cancelling spell." Twilight focused her mind but her body refused to budge. Her magic was acting erratically and refusing to form a spell. Each movement of the toy breaking her concentration and chipping away at her sanity the longer she held back her emotions.

C'mon body, just a couple of spells. A sound barrier and a door locking spell. Then you can have all the enjoyment you can handle. Two feeble rays of magic shot from Twilight's horn, one locking the door and the other creating a kind of translucent purple net around the entire wall.

"Finally!" Twilight let her focus go and the rush of intense pleasure consumed her. She quickly rolled over on her back, her tongue flopping out of her jaw, her back arcing in the air as she screamed and moaned in absolute ecstasy. Twilight looked down at her vagina, her mind barely able to make a coherent thought as she inspected what she figured was happening all along. Every two contractions from her vaginal tract pulled the two bulges into her vagina, then soon after two contractions from her rectum pulled them back the other way;an automatic seesaw of penetration.

*Pant* Pant* Twilight couldn't help but hump the air. Every time the toy was pulled the other way each side would squeeze it, holding it tight as to not let go.

"Fuck yes...So good..." Twilight lowered her hoof to her clitoris and began to rub the nub slowly. Each stroke seemed to excite her neathers further, increasing the pace at which the toy changed positions.

"So good, faster, It's gotta go faster!" Twilight rubbed her clitoris at an incrementally faster pace and her body responded instantly, the toy moving faster and faster back and fourth.

"Nyyyaaaaaa ah ah hnng!" Twilight was rubbing as fast as she could and the toy was shifting position just as quickly. The sensation of being filled in each side reminded her of those porn videos where two stallions seemed to pound the life out of a single mare, making her scream obscenities with each thrust of their massive members.

If...that...is...what it's like...I need to try it...for real...next time...

Twilight could feel the climax just outside of her reach, she needed just one more thing to push her over the edge. Her horn lit up and the toy glowed for a moment, sprouting little rubber nubs all over it's surface.

"YES! YES!" Twilight reflexively squeezed her thighs and then her flanks with each position change, humping the air like a mad-mare, screaming and moaning all the while.

"So...close OH...MY!" Twilight's body seized up, her wings flapping erratically; making her toss and turn. Sparks began to fly from her horn sizzling the water on the floor as they landed. The breath left her body, making her feel dizzy and every part of her neathers were clenching onto the toy as if begging for more. Her eyes rolled into the back of her head as fluids from her vaginal track squirted just slightly above the toy, her body making one more hump into the air. Her wings returned from their former state and her flanks collided with the floor as they no longer held her up.

"Ahhh ha...ha..." The shivery and quaking slowly subsided, her neathers twitching slightly as if ready for round two.

"That felt amazing. I haven't orgasmed that hard since...since... Trixie." Twilight looked down at the toy. Her juices were slowly oozing onto the floor but quickly being washed away by the shower. She reached down and began to slowly pull the toy out of both orifices, each one contracting a bit as she did as if they wanted more. After a few tugs it was free and sitting on the shower floor. Something was odd though, for a second she could have sworn she saw something glimmering and green fire fizzle off it.

"I must be seeing things." Twilight examined the toy as the shower washed away the lubricating fluids from within off of it.

"Odd, now that I'm not delirious from all the sexy fun I realized that pony anatomy doesn't work in the way that just happened to me. I mean it kind of can but it needs to be modified by magic." Twilight lowered her horn onto the toy and shot a blast into it. The toy fizzled for a second and returned back to it's original form, although slightly shinier than before.

"I must be seeing things, though I wonder if my body did that to me but I don't know how. I don't know any spells that do that." Twilight stood there for a moment, perplexed. "Maybe it's an Alicorn biology kind of thing. I'll have to ask Luna or Celestia when I see them again." Twilight picked up the bar with her magic and levitated it back into its proper place.

"That was refreshing..." Something in the air smelled funny. "Is that me? Wow Alicorns in heat are really strong." Twilight thought for a moment. If the drones outside found it hard to resist just a regular pony in heat, then her own scent would be nearly irresistible. While she trusted most of them to not do anything what she couldn't trust was their nature. A scent this strong would overpower their common sense with ease.

"I'll can kind of cover it up but it will take at least three quarters of any magical reserves if have during the day to do so." Twilight pondered the consequences, without her magic she could only do directional work, nothing intensive. the other option was possible stalking by the drones and Celestia forbid if one of them were to force themselves on her though instinct. She knew changelings would sometimes enjoy sex but they might just drain her dry by just being near her.

"That settles it then. I'll suppress it with magic and then head down to the store to suppress it with the reagents I need." Twilight looked at her backside. "Hopefully I'm not too late." Twilight picked up some shampoo and finished cleaning her coat and feathers off. She then dried herself off and brushed her mane.

"Now for a book before bed." Twilight opened up the door to find Spike siting in a chair opposite the room, staring at her expectantly.

"So, how was your little self love making session?" Spike said coyly.

Twilight could feel the blood rushing to her face from embarrassment. "H-how did you know? I put a sound proofing spell on the entire wall!"

Spike pointed down to the floor. "I had to get a spare quill from the basement and I heard your...session from below. When I came back upstairs it seems a few of our neighbors heard it as well. A few of them were hovering around the house listening in like little voyeurs. I had to chase them away."

They must have smelled me and heard me as well. I better get that spell working. Twilight's horn lit up and she was covered by a green light. "That's odd, the spell isn't supposed to be green..." Twilight looked at Spike and her heart sank. Now her little brother knew everything about her, including her screams of lust.

"Spike I'm so-"

"Don't worry about it. I was worried you were not doing things like that. I found a few of your dirty magazines in the basement a few months back but never heard you doing anything of...you know, that nature."

"How do you even know about-"

"All the books you give me. You don't work in a library as an assistant without reading at least a few books. I'm fine with it, I mean yeah I'm kinda grossed out hearing my big sis orgasm in the shower but you know I understand that you have needs. In a few years I'll be a teenage dragon as well and knowing how dragon biology works I'll probably end up doing stuff like that too." Spike said, shuddering. "Hopefully not though, it sounds nasty when I think about it."

"So...you're not you know, mad at me or anything?" Twilight asked.

"Nah, just tell me when you're gonna do it next time so I can get some earplugs, oh and soundproof the entire house too. Last thing we need if the neighbors getting all...buggy and everything, pardon the pun."

Twilight ran her hoof down her forehead, laughing lightly. "I appreciate that you're not, you know, embarrassed about me doing...stuff but that pun was just terrible...heh...buggy." Twilight giggled a bit and walked over to her nightly bookshelf, looking to pick out a book to read before bed.

"Twilight, you know what the doctor would say if he found out you were up all night reading when you need to be resting." Spike said as he grabbed Twilight front leg with his claw, lowering it to the floor while shaking his head in a disapproving manner. "I'm not taking the flak from him if you don't follow doctors orders."

"Oh, c'mon Spike just a little one, like twelve chapters. That's all I ask." Twilight begged, her eyes going into automatic puppydog mode.

"No means no. But you can read one and only one article from a magazine." Spike picked a magazine on nature off the shelf and handed it to Twilight before walking to the door to his room. "Only one article, I'm gonna check on you in ten minutes to make sure you keep to that. Okay?"

Twilight grinned sheepishly. Ten minutes was more than enough to read the entire magazine with her reading speed but as she opened the first page her eyelids began to feel heavy. No more than a few sentences into the first article her head drooped. Mere seconds later she ended up face first in the magazine, drifting off into a deep sleep.

Chapter II: The Queen Emerges

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Chapter II: The Queen Emerges

Twilight slowly opened her eyes, only to find a void of blackish green all around her. As she tried to right herself she noticed that her wings we in a upright and stiff position, just like they were in the shower earlier.

"Oh c'mon body! I already satisfied that need tonight, I don't need a wet dream too." Twilight tried to adjust her wings to a down folded position but found the attempt fruitless. If they were any harder to maneuver they may as well been made of concrete.

"I'm gonna just wake myself up, maybe I'll dream of bunnies or something the next time around." Twilight closed her eyes in an effort to wake herself up when she heard a sort of whisper in the distance.

I won't let you...

A voice that sounded something like her own echoed though the darkness, sending eerie shivers down her spine. "Who's there? What do you mean you won't let me? This is my dream isn't it?"

That may be but we have much to discuss, much to discuss about the debt you owe.

"I'll have you know I pay all my debts in full and why would I owe a dream a debt to begin with. It's not like you actually can use tangible goods." Twilight said confidently.

This isn't about a debt you owe somepony else...this is a debt that you owe yourself. A purple light began to swirl on front of Twilight, slowly taking the form of herself, except with that it was fairly taller and the horn was more pointed than her own.

"You...look like me, well me if I was a bit older." Twilight said as she pointed to the larger wings and sharper horn.

"An accurate assumption." The being replied. "I am a representation of the Alicorn powers slowly blossoming from within you. Something like an image of will eventually be."

Twilight examined the pony in front of her briefly before speaking. "So, you never bothered talking to me before, why start now?"

"I am you. We are one in the same, if you started talking to yourself then other ponies would think you needed a special jacket and padded rooms if you get my drift. No, I am a part of you that knows of a problem that needs addressing. The debt I mentioned earlier." The representation moved like lightning around Twilight and then quickly back into its original position.

"Last time I checked I don't owe myself much. Maybe a little rest and relaxation becuase I work so much but other than that I don't have any withstanding debts to myself." Twilight thought back, she did still owe another pony a debt but how to pay it remained to be seen.

"I see, being a technical genius but at the same time entirely ignorant of your own needs." The Alicorn representation sighed heavily. "Let me ask you, when was the last time you actually had you know, companionship, a lover if you will.When was the last time you had your lust satisfied? Do not count any times you masturbated, including the shower situation last night, which by the way, a shower rod; really now?"

"Is that what this is all about? Listen I-"

"Just answer the question." The Alicorn representation interjected.

"Fine." Twilight sat on her haunches, thinking back to the last time she had any kind of companionship or dates. She kept drawing a blank, she hadn't really been on any dates in four years and hadn't actually mated in longer than that. "I think the last time I did anything was with Trixie Lulamoon, over four years ago now."

"Good, now the spell Celestia gave you to suppress your seasonal mating instincts, how many years in a row have you used it?" The Alicorn asked.

"Not too long after I was stationed here. I mean there were no ponies up here at all besides me for the first few years. It wasn't until a year ago that ponies from other towns began to move in and help." Twilight said.

"And how many years or seasons did Celestia say that you could use this ability in a row?" The Alicorn asked.

"Ummmm..." Twilight racked her mind for the answer but came up blank. Celestia didn't mention how long she could use the effects of the spell or if it had any ill effects for extended use. "It must have slipped her mind. We were really busy rebuilding all the damage Maskia's war caused. I guess we were too busy with rebuilding efforts to stress the little things.."

"Little things? I think a demonstration is in order." The Alicorn broke apart into a purple pink mist and collided with Twilight's body, absorbing into her very being.

"I don't get it. What did she mean by demonstrati...on?" Twilight felt a slight tingling sensation in her backside. It kind of felt like the first part of going into heat. Before she could ascertain the situation however, her horn started to throb uncontrollably, her wings stiffed out and her body broke out in a hot sweat.

"What did you do to me?" Twilight asked as she gasped for breath.

Only what you have suppressed for so long... The voice of the Alicorn replied.

Soon, Twilight's flanks and vaginal tract tightened up, her clitoris was winking in and out like it was some kind of strobe light. Next she felt the warm sensation in her neathers flare up as if somepony lit a fire underneath her. She felt the blood rush to her cheeks and a urge to mate or release herself. An overpowering urge like she never had before.

"This is...an extreme case of estrus. You proved your point, please stop." Twilight begged as she collapsed into a fetal position. Breathing heavily and trying to think of other things to take her attention away from how aroused she felt.

I'm not even a quarter of the way done showing you what you have been shoving off on me. The voice replied.

The heat intensified. Twilight could feel her insides churning, her own vaginal walls rubbing against one another in an attempt to find any kind of release. "Th-this...Nyaaaahh...f-feels like the time I ate some of Bonbon's special candy without knowing what it was." Twilight resisted the urge to satisfy herself but the urge was just too strong. She had to please herself, even if it meant doing it in front of herself.

Twilight rolled onto her back, reaching down with her right hoof, she fondled her clitoris to little effect.More blood rushed to Twilight's face, her wings now so rock hard they could crush steel between them if she wanted. Worse than the internal grinding was all the sweat and lack of oxygen, all the panting and screaming for release was taking its toll on her. "Please stop, I get it."

No you don't. Go ahead try and find a solution to the problem.

Twilight's body may have been racked with intense lust but oddly her mind was still functional to some extent. "This is a dream right? Than I can imagine anything I want and it will appear?" Twilight imagined a large yellow and green stallion to appear in front of her. A kind of green gas appeared and slowly took the form of a fairly good looking stallion. Twilight then imagined the stallion to have a large member, at first it was only average sized but Twilight found herself so desperate that she imagined it so large that it would break a regular mares hips if inserted.

"Y-you, don't just stand there, fuck me stupid!" Twilight demanded.

The stallion bowed his head and set himself over Twilight. Twilight in response, spread her legs open, allowing the stallion better positioning. The stallion plunged his member into Twilight with authority, making the her scream in excitement. She had never imagined something so large inside her would feel like before. She had seen other mares in magazines taking a member of this magnitude in them but never imagined it would feel so good. No wonder other mares were always left a drooling mess, the feeling was even better than the shower toy. It didn't even compare to the warm, pulsating girth inside her. She instinctively wrapped her back legs around the stallions hips, pushing him so deep as to bump up right against her cervix. The sensation snapped her out of her lustful daze, she didn't have time for this. She needed her other self to remove what she had done.

"S-see, I found a solution, turn it off now." Twilight demanded.

When will you ever learn that there is no substitution for the real thing? the voice of the Alicorn replied snidely.

The stallion began to rock his hips sharply into Twilight's, each thrust sending shivers down her spine as each nerve ending was satisfied at once. He started off slowly, each thrust spreading her wide enough to feel it everywhere and just deep enough to not hurt. "Hnmmmm... yeah!" Twilight began to drool, instinctively she tightened her legs around the stallions hips, allowing him better leverage to thrust faster; my rhythmically into her. The stallion slowly increased his pace, Twilight screaming obscenities as her hips began to hurt from accommodating the stallions impressive girth.

However, Twilight's body wasn't changing, if anything the heat was worse than before.. The stallions train piston-like rhythm started to slow down as Twilight's neathers grew tighter and tighter. "What are you doing? Plow harder!"

The stallion nodded and picked Twilight up, positioning her front legs under her flanks and Twilight wrapping her forelegs around his neck for leverage. The stallion kept pumping her as hard as he could, each thrust actually causing more pain than pleasure as it slapped up against her cervix. Suddenly the stallion stopped, a distressed look on his face as he tried with all his might to penetrate Twilight.

"What's wrong?" Twilight already knew the answer, her own body was no longer feeling any kind of relief and the stallion was being blocked from entry by her muscles contracting too hard.

"I-I'm sorry Twilight, I keep a knockin but I can't get in." The stallion replied somberly, beads of sweat rolling down his neck.

"I'll try and relax then." Twilight breathed in deeply, trying to relax her body. As she focused her mind on relaxation the stallion slowly slid into her, eliciting a few yelps from Twilight in the process. However as he tried to pull back out he found himself unable to, Twilight's body had his member in a vice grip.

"I'm stuck I think...your squeezing me too hard. It's starting to hurt." The stallion tried with all his might to pull out of Twilight, doing his best not to complain but the look in his eyes told another story. He was frightened, the pain he was experiencing must have been enormous.

"In my haste to prove my other side err...myself wrong, I didn't realize that my body if far stronger than I realized. Even if you are a dream I'm sorry I hurt you." Twilight closed her eyes and the stallion dissipated into a green haze of smoke. "Okay you win, I get it already."

Good, seeing you like that was making me sad...and a tad horny. A purple haze appeared above Twilight and moved in front of her, taking the form of the Alicorn version of herself from before.

"Substitutions only go so far. Your body knows when you are faking it, when you lack companionship. Ponies are social animals after all, we can only take so much isolation." The Alicorn stated.

Twilight's body began to slowly calm itself. Her wings were no longer rigid, the throbbing in her horn was gone and although her neathers were still a bit sore from taking the dream stallions entire girth; at the very least it was nowhere near as bad as before. Something puzzled Twilight though, something she couldn't put her hoof on.

"Earlier you mentioned I was shoving something off on you. What did you mean by that?" Twilight asked.

"Alicorns as you know can choose when, where and how to go into heat. Also if they want a foal from it but we cannot put it off forever. Celestia may be able to hold off doing anything sex related for decades at a time but she has been an Alicorn for many centuries longer than you. Hence her power can hold back certain things longer."

"Wait, have you, me...us been experiencing this for a long time now?" Twilight asked, a concerned expression on her face.

The Alicorn looked embarrassed. "Our combined power is still very much limited. No celestial contract has been made, you still being part unicorn and me still being young have compounded the issue. I can only suppress things so long before they become a problem and you overusing our power on a near daily basis to prove yourself has been taxing."

Twilight's eyes went wide with horror. "You haven't been experiencing what I just did have you?"

The Alicorn blushed as if embarrassed by the accusation. "Yes, every night after you go to sleep I experience that exact same heat for a couple hours. It's only been that way for about a year now but it's slowly getting worse. Right now I barely have the power to suppress it. In less than a few days you may have a waking situation where you have to deal with it."

Twilight felt sick to her stomach. Her own pride and work ethic had caused a part of herself so much torment. "H-how can I make this up to you, to us, I can take a week off and find us a mate. I'll send out letters to Spitfire or Trixie. One of them is bound to respond to our plight."

The Alicorn merely shook her head from side to side. "At this point you would need something more powerful than just a stallion or a couple sexually promiscuous filly foolers. You experienced first hoof what would happen with that green stallion, it would satisfy your only temporarily. At this point you need to mate with something powerful. A creature that could go on for days at a time and capable of overpowering you if need arise."

"But the only thing equal to an Alicorn in power is...either a dragon or another Alicorn, maybe a high end Zebra shaman but those are exceedingly rare." Twilight thought harder. "I guess Discord as well but that sounds like a disaster waiting to happen."

"Bingo." The Alicorn replied. "Also I don't think Discord would let you live it down, ever, if you asked him for such a thing."

Twilight didn't know what to do. Powerful shaman are fairly rare and she would need to make a trip to the Zebra homeland to do so. Dragon's were almost entirely off the table as an option. From what she read the males had twin members that were not only larger than a mare but painful without the internal scales of a female dragon to protect them. Even teenage males would be off the table as they are still capable of tearing a mare to ribbons in their unrelenting lust. This wasn't even taking account of the claw marks, 'love' bites and burns associated with dragon sex.

"I wouldn't dismiss dragons as an option personally. I could protect us from most of the damage they could do but you would walk funny for a month at least." The Alicorn said jokingly.

"No, that's not an option. Neither are Zebra as they are currently out of season anyways. Which leaves..."

"Celestia, Luna or Cadence." The Alicorn stated, finishing Twilight's sentence for her.

"Cadence is off the table, that's just gross, she's like my big sister." The mere thought of such a thing made Twilight want to retch. Even worse was the thought of an automatic threesome with her brother that came into mind. A mental image she could have gone her entire life without seeing.

"I noticed you didn't automatically exclude Celestia or Luna, kinky. You want to have fun times with your teacher and her sister." The Alicorn was smiling ear to ear.

"N-no it's not that. I just have very few options left." Twilight said while trying to hide the fact she was blushing.

The Alicorn smiled. "The only pony here you are lying to is yourself. I am you remember? I know for a fact you want to know what having sex with a pony that powerful would be like. Not just for curiosities sake but to touch something so few have ever touched before. To feel the power they have first hoof..."

Twilight's face was so red you could practically fry an egg on it. "Fine, Celestia has a nice behind, so does Luna for that fact as well. I heard some ponies even mention that the younger of the two had way more junk in the trunk, whatever that means." Twilight hid her face under her foreleg. "Ohh, this is so embarrassing. My only options are my teacher, a dragon I may or may not find in time or my teachers sister."

There is another option...an option that will reveal itself in very soon...

Twilight's ears perked up. "Was that you that said that just now?"

"No, that wasn't me. I have no need to echo my thoughts in this form, that also wasn't my voice." The Alicorn stood up, staring into the distance. "I see, interesting. That may actually work."

"What will work?" Twilight said as she stood up and turned in placed, looking for what the Alicorn was staring at.

"You know what I'm talking about, deep down. Anyways it's almost time for you to wake up but I warn you, I only have a couple days time of magical power to hold of what you experienced earlier at the most. Thankfully that other option should help." The Alicorn began to fade away as the void around her began to brighten.

Twilight rushed forward yelling. "What do you mean other option? Tell me!"

***

Twilight shot upright in bed, yelling for an answer but only getting a taste of paper in her mouth for her efforts. Twilight opened her eyes to see that the magazine she fell sleep on was firmly stuck to her face. She pulled the magazine off and tossed it to the side. "I need to get back to sleep and ask her what she meant." Looking over at the clock however showed that she didn't have time for such things. Spike would be coming in the room soon with the daily schedule and her breakfast.

As Twilight got out of bed she noticed that her fur was soaking wet with sweat, not only that but her blanket and sheets reeked of her own musk, soaked clean though to the mattress with her own fluids. "Great, I guess that stallion in my dream did do something, just not exactly what I wanted." Twilight lifted the sheets and blankets off the bed and tossed them down the laundry chute by the bathroom door.

"Now to do something about the smell, even Spike isn't so obstinate as to miss this stench." Twilight conjured a few spells and managed to turn her own fluids into a very strong lavender smell. "That's out of the way, now for the other thing." The creeping heat on her backside was already beginning to take its toll on her concentration and stamina. She wanted nothing more than to grab that bar in the bathroom and go wild again but she needed to get a hold of Celestia, something that required her to be in a sane mind.

"Hope I have enough power for this." Twilight focused her mind and a purple aura surrounded her body, after a few moments it faded, leaving Twilight short of breath. "She wasn't kidding about the time limit." While most of the smell was gone, some of her own musk still lingered. Not enough for drones to pick up on unless they got very close to her but enough for other ponies to notice her dilemma. Still there was still some of the heat as well, nowhere near as overpowering as in the dream but enough to weaken her concentration from time to time.

A pounding sound came at the door from the kitchen. "Twilight wake up! Shit just got weird outside!" Spike said though the door.

Twilight opened up the curtains in her room to look out the window. Spike was right, something was definitely off. The sky was tinged with a green hue that seemed to be coming from the hatchery where Chrysalis's egg was being incubated. Not only that but every single drone from the town to the far reaches of Equestria were circling the building, as if they knew their Queen would soon return to them.

"Buuurrrrp!" Twilight turned around to find Spike in the room, busy pulling out a scroll from his mouth.

"A letter, this early?" Twilight asked.

Spike pulled the letter out of his mouth and broke a Celestial wax seal on the center of it. He quickly unfurled the letter and read it, running his claw along the writing as to skip all the unimportant decree stuff that Celestia's clerks sometimes put in to fluff their work load. "Celestia's coming to visit, Twilight! She will be here in a couple hours to oversee the hatching of Queen Chrysalis!"

"This isn't good Spike, we won't be able to get the honorary visit procession into motion without help!" Twilight looked out the window again. "Look at them Spike, all the help I could ever want but they are all attracted to Chrysalis like moths to our porch light."

"Or mayflies to our porch light. We get way more of them here than moths." Spike said in a matter-of-factly tone.

"Does the letter say anything else? What I should do. A contingency plan in case Chrysalis is a ungrateful and just wants to take over Equestria again?" Twilight asked, panicking.

"Calm down Twilight, take a deep breath." Spike unfurled the letter again and read the entire thing this time. "No, not a thing about that in here. If you want we can try and conjure an industrial can of RAID if need be." Spike said sarcastically.

"They are not insects Spike, they are changelings. I don't think things like that work on them."

"Could have fooled me." Spike rolled up the mail and set it on the nightstand next to Twilight's bed. "If you need me I'll be making breakfast. Something quick like bagels, you want some?"

Twilight seemed to not hear what Spike was saying.

What am I going to do?! Celestia will be busy with talking with Chrysalis if she hatches today, she may even have to fight her if it turns out she still wants Equestria for herself. How could I possibly ask my teacher for something pleasure related when so much work would need to be done.

"Twilight?" Spike said waving a claw in front of her face.

I mean I can always send a letter to Luna but Luna might refuse becuase she's still busy with restoration efforts of her own. I'm not even sure how to go about asking her for such a favor.

"Twilight? Earth to Twilight?" Spike said.

I could maybe fly to the dragon wastes and entice a dragon to mate with me but in my current condition it could possibly scar me for life or even kill me if they bite too hard. Maybe a changeling gang-bang would work...

"Twilight!!!" Spike shouted, snapping Twilight out of her thoughts.

"What, what's wrong Spike?" Twilight said, surprised.

"You're panicking again. I asked if you wanted something to eat and you went off into thought la la land." Spike smelled the air and noticed something odd, a smell that he had smelled before coming from Twilight.

"What is that weird smell? It smells like pony mating season in here." Spike moved closer to Twilight trying to pinpoint the exact location where the smell was coming from. "Twilight, is that you?"

Twilight's face flushed a brilliant shade of red and she lowered her head and nodded. "I'm going into heat Spike."

"Oh, well I can run down to the general store and get the reagents to suppress it that I forgot yesterday. No big deal right?" Spike asked.

"No Spike, that won't work this time. As of now I have maybe a days worth of magical stamina to keep it under control. I'm currently using up most of my power to keep it suppressed." Tears started to well up in Twilight's eyes. "Worst of all I'll not only look weak in front of Celestia but the entire swarm and Chrysalis too."

"One problem at a time Twilight. Let's get some food in your first, you go get washed up and I'll make us some bagels, eggs and waffles." Spike pushed Twilight up to the bathroom and opened the door for her. "Meeting the princess and the queen while weak is one thing but I doubt they want to smell you too." Spike said while smiling.

Twilight returned the favor and smiled back broadly.

Her's always there to help, even when I don't think anypony will. Twilight walked into the bathroom and closed the door behind her. Twilight walked over to the cabinet containing her shampoos and looked for something that would help cover up her own smell from the swarms of changeling outside. There was a line of Blueish purple shampoos at the bottom of the shelf that she had never used. Some of them were Blue with purple stripes while the others were night blue with purple stripes. Twilight picked up the bottle with the light blue and purple stripes and turned it over.

"Huh, midday summer showers eh? Contains ozone odor. That might cover it up." Twilight set the bottle back down and slowly looked over all her options. Oddly enough the more she read the more and more the midday summer shower shampoo looked like the better choice.

"Anything that could cover up the smell would be too strong. I could just use the Stalliongrad Pine but that might be too strong." Twilight pondered for a few more moments, going over the options in her head before deciding on what shampoo to use.

"I guess it's the midday summer shower then." Twilight picked up the night blue bottle with the purple stripes with her magic and walked over to the shower. Twilight opened the door and stepped inside, she turned the dial to smooth burst mode and waited. Streams of water began to shoot out in smell manageable bursts from all sides, quickly soaking Twilight's fur and feathers.

Twilight looked over at the bar holding up the towel that was previously a sex toy the night before and shook her head. Best not to, I have enough problems keeping myself under control without any stimulation. Twilight thought to herself, although her body objected to the idea of not doing it. Twilight popped open the bottle and inhaled the scent. It didn't exactly smell like a midday summer shower more like a breeze with blossoms in it.

"Talk about false advertisement, maybe it just smells that way while not lathered." Twilight began to spread the shampoo over her back, wings and her flanks, although the last one made her wink a bit in response.

"I'm such a mess. I'm using everything I have to hold it back yet here I am, my body wanting action at the slightest bump..." Twilight sighed and pulled the brush down from around one of the nozzles and began to scrub her wings and sides. As the shampoo began to sink in to her coat and lather up she noticed that her magic was getting a little wonky. The aura from her horn holding up the brush was fading in and out, making scrubbing herself down a chore.

"I guess I really am weak, I guess I'll have to do this the old fashioned way." Twilight grabbed the brush in her teeth and began to brush down her chest, ignoring the taste of shampoo in her mouth as she went along. When she got to her flanks however she noticed that she was short of breath and worse yet her backside was winking wildly.

"Oh, come on!" Twilight huffed and picked up the bottle of shampoo with her forelegs but stopped just short of applying more to her backside. The label on the front caught her eyes, something was different than what she remembered. As she turned over the bottle she noticed that this was not the shampoo she thought she had selected.

"Midnight Sex Appeal?" Twilight read the front label slowly. "Turn up you love life in or out of the shower, contains Bonbon derived aphrodisiacs. Warning: producers are not responsible for random filly fooling after usage of this product." Twilight dropped the bottle on the bathroom floor, so quickly moved to set the shower on its highest setting.

"I grabbed the wrong one!? I got to get this stuff off of me!" The shower began to blast water at her like it was a cart wash rising off the lather with ease, however, some of the lather had already seeped over her nether regions, eliciting an air hump or two as Twilight tried to calm herself. It was too late however, the aphrodisiac was already taking effect. Twilight could feel her wings beginning to stiffen out like boards and her horn throbbed uncontrollably.

I'm sorry Twilight. I can't hold back the flood any longer, that shampoo was the proverbial straw that broke the camels back. Twilight heard the voice of her Alicorn powers cry out in sadness as her body continued its downward spiral into sexual perversion.

The sensation suddenly went from just being kind of annoying to the extremes of her dream the night before. Twilight collapsed on the floor, trying to control herself but couldn't seem to keep her hooves away from rubbing herself in an attempt to relieve some of the building tension.

You know, I can help you out of this little predicament. Twilight heard a voice in her head. Watching you grovel there on the floor as you try to satisfy your godlike lust makes me so very sad.

"W-who are you. How do you know what's going on?" Twilight spread her legs, trying to hump the floor for relief.

I'm the one that can help you now. That's all you need to know for the moment.

"How can you help me?" Twilight cried as she pulled a shower head from above and began to spray water up and down her backside.

All those emotions and insticts that you had to suppress for so long, the very biology you decided was not befitting of a mare of your stature is now tearing you apart from the inside. By my own estimates you body will remain like this for at least a week. I can make it stop right now.

Twilight rolled on her back, her neathers feeling as if they were suddenly a meat grinder. Both walls were rubbing up hard against one another, looking for something to satisfy their hunger. "What do I have to do, how can I trust you?"

You don't want to look weak or like a fool in front of Celestia and after all you have done to help the changelings I don't want to see you that way. My help only costs one favor to be cashed in on a future date. I will free you of those desires until I collect my fee, you will have some of your powers back, how much I can't say.

"Hnnng...what kind of favors? I want to see the contract first." Twilight knew better than to owe a pony a favor without knowing the stipulations. Her experience in politics and governing made her savvy about such things. Least of all making blank checks with a voice in her head.

I haven't decided on the favor but I can assure you it will be beneficial to us both if you accept. Either that or I can leave you on the floor, writhing in lust until Celestia or...Spike finds you like this.

Twilight knew she wasn't in any position to bargain but every fiber of her being knew making such a open ended deal was wrong. Her body on the other hoof disagreed, It was getting hard to breathe and masturbation was doing nothing to alleviate her symptoms. Making a coherent thought was getting harder to do as well, if she continued down this path her body would do whatever it took to satisfy itself.

"F-fine. I agree to your terms, just make it stop." Twilight begged, the sensations were too much to bear at once.

Good, hold still for a moment.

Twilight watched as a green light enveloped her body. She was floating a few inches off of the floor and her body was no longer experiencing any ill effects. After a few moments she was softly lowered onto the shower floor. "That...was easier than I expected it to be." Twilight stood up, she felt entirely normal and best of all some of her power had returned to her, she could lift the brush with her magic with no problems.

Suddenly a flash of green light appeared below her. Twilight looked down to find a silver necklace with many square silver studs lying on the bathroom floor. In the center was a single emerald gemstone, glistening in the water.

I need you to wear that until we meet at last. It is a kind of contractual seal of sorts to make sure you keep up your side of the bargain.

"And if I refuse?" Twilight asked.

That's the fun part. After you put that on I can make you pay back the debt weather you want to or not. Don't worry though, the contract stated my payment could only be beneficial to both of us on the payment. I completely intend to keep it that way. But just in case...

The necklace jumped up and wrapped around Twilight's neck, the latch snapping tightly on the back of her neck. "Hey!" Twilight pulled at the necklace only to find that the second she tried to pull it off the heat came back with authority on her backside, making her quickly let go.

"There's no need for this, whoever you are. I always pay my debts." Twilight tugged at the necklace again but her wings stiffening up the way they did made her quickly let go.

Don't you fret. We will see each other today, you will get the chance to pay off all your debts.Till then enjoy your visit with Celestia, I'll see you soon...

Twilight stood there, the water still running down her mane as she stared at the necklace. "What have I gotten myself into..."

***

Twilight stood outside at the air-dock behind her house, patiently awaiting Celestia's arrival. However the queens hatching was the furthest thing from her mind at the moment. Not only was she now indebted to a creature that could very well mean her or Equestria harm but she had to lie to her assistant Spike about the necklace. Telling him it was a changeling tradition for outsiders to wear special jewelry around their queen. Worse yet she couldn't even ask her teacher if she wanted to mate, not that she wanted to but the spell put on her was odd to say the least. Whatever it was it was clearly beyond the level of a unicorn but at the time almost entirely different from anything an alicorn could produce.

"The spell is being continually powered from somewhere, but where?" Twilight had tried to trace a magical path back to the spells source so she at least could gather info on what or whom she was dealing with but the leylines of magic she could trace were pouring in from all directions. Some of if in lines and others in small green fog-like hazes of power.

"Whomever it is, they are powerful. I can't trace them and they know where I am, what I'm doing and what I'm feeling. I thought colts peeking in on me in the shower when I was younger was bad but this is just terrible." Twilight scanned the skies, looking for Celestia's royal chariot but saw nothing but clear morning skies and the occasional smoke cloud from nearby volcanic activity.

"So, what are you looking for Twilight?" Said a soft voice from behind.

Twilight jumped six feet into the air and came crashing down face first. She quickly opened her eyes and stood upright.

"You must really be on edge Twilight, I haven't seen you so jumpy since I gave you this commission so many years ago." Celestia said.

"I thought you were coming in by air chariot? That's your usual mode of transportation. I even had snacks ready." Twilight pointed to a small table with a few cupcakes, coffee cakes and a pitcher of juice on it.

"No, there was a storm in Canterlot. Quite possibly from the power Chrysalis is putting out. I forgone the typical slow joyride for a much faster teleportation approach." Celestia walked past Twilight and lifted one of the cupcakes up with her magic, taking a small bite before turning back to Twilight. "I see you are a tad on the jumpy side." Celestia giggled. "Some things never change, you're always a nervous wreck before a big event or when you're are around me, even if we hold equal power."

Twilight nodded nervously, she couldn't tell her the real reason for her jittery behavior; not unless she wanted to let Celestia down. "That's not true, everypony knows you are the most powerful Alicorn in Equestria. We all just follow your lead."

Celestia took another bite of her Cupcake, this time finishing it off in a single bite. "Power, no. Maybe wisdom though. Remember Luna was the one that nearly put Maskia in her grave, sure she destroyed most of Ponyville in the process but still. One day you will have that kind of power at your disposal, I'm just sad that these trying times has kept us apart for so long."

Twilight smiled meekly. "The isolation has been pretty bad up here but with Chrysalis gone the swarm had no idea what to do. They may have even attacked in larger numbers if we didn't step in and create order. That and I owed Chrysalis for saving my life in that fortress."

"As did I. I just wish I could be in more than one place at once, I hate leaving you here these past few years but I needed somepony with real power that could handle herself if the swarm got out of control." Celestia wiped a tear from her eye. "I'm so sorry for what I did to you..."

Twilight couldn't bear to see her teacher like this, something inside her told her to embrace her and that's just what she did. She leaped forward, throwing her forelegs tightly around Celestia's neck and gave her the biggest hug she could. "No pony is perfect, you did what had to be done."

At first Celestia was taken aback but quickly put her forelegs around Twilight's midsection, hugging her back tightly. "You have become so strong, you even forgive where forgiveness isn't warranted."

"And you haven't change a bit, always blaming yourself for every little thing not in your control." Twilight broke the hug. "Sometimes even I think you are a bit of a control freak." Twilight and Celestia shared a laugh.

"I guess so, Luna has said that on many occasion. I guess we all have our faults though." Celestia walked past Twilight and down the platform stairs, she turned her head to Twilight and smiled. "I want to see all the wonderful work you have done while I'm here."

Twilight smiled back. "I'll give you the tour."

***Later***

"Amazing, just plain amazing, Twilight. Most of the nasty minerals that have hurt the swarm for so long have been removed. Shops and houses everywhere. Ponies and Changeling living in harmony, you have done a truly great thing." Celestia said as she looked around.

Twilight blushed, it had been so long since someone complimented her on her work that it almost felt as alien as the landscape when she first arrived in the swarm homeland. "Well not everything's been going hunky-dory. I seriously injured myself the other day ripping up an entire mountains worth of obsidian from the ground."

"I got a letter from Spike for that one. I was here while you were out, the doctor said you would make a full recovery so I left and got back to work in Canterlot. I was still worried though, I was planning on writing you a letter about personal restraint."

"Yeah, sorry about that. I'm just a little eager to prove myself to everypony that I forget that I have quite a few limitations that you do not." Twilight said while rubbing the back of her head.

"Listen to you, able to lift a mountain and then complain about having limitations. Even I would feel tired after lifting such a massive object. Luna as well, although she would never admit it." Celestia and Twilight climbed up the hill right before the palace where Chrysalis was being stored only to stop suddenly and stare.

In the distance they could see the spire where the changeling Queen was held had changed quite a bit. The entire tip of the spire was obscured by a massive cloud of buzzing changelings,thousands perhaps even millions of them flying around the spire in one gigantic cloud of black. Not only that but all the drones seemed to by in something of a hypnotic gaze, each one seemed to be making a reverberation of some kind with their wings, possibly sending a low frequency signal to other changelings.

"I think we greatly underestimated exactly the situation we were in. Were there this many living in this little town Twilight?" Celestia asked.

It took a few moments for Twilight to respond, the shock of so many changelings was messing with her attention span. "Oh, no. There were maybe ten thousand in the town and surrounding areas tops. I didn't even think this many existed."

They must have scattered all around the world when their Queen became an egg but now that shes nearly returned they all come to her call without fail. Twilight thought as she watched the mesmerizing cloud. "Celestia, do you think-" Twilight turned her head to find Celestia looking somber. "What's wrong?"

"I left you up here to keep the swarm under control but if they wanted you they could have captured you or worse killed you with ease. Me, Luna, Cadence, You; all of us combined cannot stop that many changelings. I don't even think our entire army could handle that many."

"That still doesn't explain why you look so down." Twilight pointed out.

"Don't you see? I could have been sending you to your grave. In my urgency to get somepony out here to stop a possible mass attack I could have gotten you killed." Celestia was sweating at the brow, the sickening thought of sending somepony she thought of as a daughter to her death appeared to sicken her to the core.

"You know what, I know how to stop you sulking like you got caught stealing cake from the royal kitchens at night." Twilight looked into the cloud and spotted one of the changelings, one of them with chipped cheeks that she recognized as the foreman. "Hey! Foreman! Can I have a word with you?"

The changeling stopped in the air, his insect like eyes staring at Twilight. "Sure thing princess." The changeling Twilight recognized as the foreman broke rank with the rest of the changelings, much to their dismay. He quickly landed in front of Twilight and smiled.

"Here to pay homage to our Queen I see? Or are you here to transfer love to her so she can be strong when she hatches?"

"No, none of that. Well, some of that, but not the love part. I wanted to know something, when I arrived here and started to setup camp to keep the hive in order, how many of you left? Also you could have killed me at any time with those numbers." Twilight pointed out to the cloud of changelings around the spire. "Why didn't you?"

"I uhhh...well you see. Changelings like beings of power and when we saw you only wanted the best for us AND wanted to hatch our former Queen; a former enemy of Equestria, we were compelled to follow. We...are not used to being able to show emotions like respect, love and admiration. We occasionally got them from the Queen but not in any large quantities. She was extremely goal oriented on taking Canterlot and all of Equestria for the swarm." The changeling scratched his leg nervously. "I'm sorry if that was a bit jumbled up, I am quite nervous about the Queen returning and all."

The changeling began to blush, his cheeks turning an odd color of reddish blue. "To be..frank, every changeling in the village has nothing but admiration for you. You treated everyone like equals from the smallest groundlings to the most cold faced of guards. You were never above getting your hooves dirty for the benefit of everyone...some of my brothers and sisters even love you like a sibling." The drone shuffled his feet uncomfortably as he stared at the skies. "I'm sorry I can't stay and chatter but the calling is really strong. I need to get back in formation."

"I have one more question then you can go." Twilight said.

"Okay then, fire away." The drone tried to keep his attention on Twilight but his attention kept going back and forth between her and the swarm above him.

"If Chrysalis were to hatch and order my execution...would you carry it out?" Twilight asked.

The drone looked as if he saw a ghost. Not only him but the swarm above slowed down, many of them staring right down at Twilight. "I...uhhh, I...I don't know. The Queens power compels us to obey her. Maybe others could...I don't think I could though. It would be like killing one of our own."

Twilight stepped forward and embraced the drone in a hug, making many of the drones about blush or jealous from what she could tell. "Thank you for being honest with me. Whatever happens, I'm glad I could be your friend."

The drone shed a few tears as he broke the hug and flew off into the swarm above without a word.

"Twilight...I don't know what to say. Many of them seem fond of you, even to the point where it overpowers their hive mentality." Celestia said.

"I guess so. I didn't know they liked me that much, I mean they weren't always friendly but none of them seemed outright violent or rude to me. I guess they all just needed a friend." Twilight said beaming.

Celestia moved toward the spire. "Shall we Twilight?"

"Sure."

***

It didn't take much time to get to the door of the spire and oddly enough the sentry drones at the front gate ; nearly a thousand of them, let Twilight and Celestia in with out so much as a cautionary glance. When they entered the main hall Celestia groaned as she spotted a set of spiral stairs that went all the way up.

"The last thing I want to deal with is a ninety story climb up stairs. Haven't these changelings ever heard of an elevator?" Celestia complained.

"I know the feeling, back in the crystal kingdom when I was working my way though Sombra's traps the only unifying consistent theme was stairs. Stairs that went down for ages followed immediately by stairs that went up. No torture dungeons or anything anywhere just stairs upon stairs." Twilight looked at the bottom of the spiral staircase, the bottoms of them were smooth. "Well, I did it once before, I can do it again. Celestia stand right here next to me."

Celestia moved up next to Twilight with a confused expression on her face. "You're not planning what I think you are planning are you? My hooves with be so polished they would outshine the sun from that kind of slide." Celestia said sarcastically.

Twilight looked straight up the staircase, counting the floors that they had to slide if she were to reverse their gravity. "You have a point, our hooves would be shiny, hot and could cut glass with that kind of height." Twilight noticed that aside from the top 12 or so floors, the rest of the staircase was in open air.

"You know, weird unstable architecture aside we could just fly up to the point where it starts dividing into floors and climb the rest of the way." Twilight turned her head to Celestia whom she noted was staring at her hoof and not paying her any attention. "Got some gum on your hoof Celestia?" Twilight asked drolly.

"Huh? Oh, sorry I was thinking how jealous Luna would be if my hooves were shiny enough to blind somepony. What were you saying?" Celestia said, bemused.

"Wings, flying, most of the way up." Twilight said.

"Oh, okay then." Celestia spread her wings and took off with near rocket like force, leaving Twilight choking on the dust she kicked up.

"P-tah. Showoff!" Twilight spread her wings but as she focused power to take off in the same fashion as Celestia she felt a sting just behind her horn. She realized she had nowhere near the magical reserves to go as fast as Celestia.

I guess that spell only gives me basic powers back. I guess I can live with that. Twilight thought to herself as she took off from the ground at only a quarter of her maximum speed.

Celestia stared at Twilight from above, she had already ascended to the 68th floor when she stopped to check on Twilight's progress. "Why so slow Twilight? You should be able to at least go half as fast as me." Celestia wore an expression on her face of concern.

"I'm just drained from lifting that mountain still, not much I can do to speed the recovery." Twilight lied.

Celestia's face shifted from a concerned stare to the face she had seen her use when she was caught lying as a filly and then to one of intrigued confusion. "I dunno Twilight, something seems off." Celestia Looked Twilight over as she got closer and noticed for the first time the strange necklace Twilight was wearing. "I didn't notice that before but what is that strange necklace you are wearing?"

Twilight tried her best not to give any body signals to Celestia. She knew she had to lie to her teacher but she had to do it in a way that didn't give her away immediately. A daunting task against a pony that has had many centuries practice to sniff out lies.

Something simple Twilight, something easy to believe. It was the voice again, although this time it was much clearer and Twilight could feel the power on the other side.

"It was a gift from one of the townsfolk. I think it was a changeling that had the hots for me." Twilight giggled, closing her eyes so Celestia couldn't read her expression correctly.

"I see, good to know that some of them like you, like you." If Twilight was bad at lying then Celestia was terrible. Her face had so many giveaways that Twilight lost count of them.

She knows I'm not being one hundred percent straight with her but then again I can't be. Twilight slowly followed Celestia as they reached the last few floor, landing and then climbing the stairs the rest of the way. They both soon came to a large circular room with doors leading to what looked like rooms on the sides. From outside the tip of the spire didn't look anywhere near as spacious, there was a very real reason to believe that Chrysalis had put a space distortion spell on it at some point in the past.

On one end of the room was The egg which Chrysalis had been in since Maskia's fortress. Around her were dozens of much more regal looking Changelings than the ones outside, most likely those of higher rank in her swarm. As Celestia and Twilight approached many of the changelings bared their teeth and spread their wings threateningly, although a couple of them were much more relaxed when they noticed Twilight was there.

"Let them though my children, if they wanted me dead they could have done so a long time ago. Their service to the swarm has earned them enough respect to be here during my rebirth." The voice of Chrysalis reverberated around the small circular chamber, although her voice was much less harsh than she remembered but somehow very familiar, like she had heard it somewhere before.

"You are both just in time. In mere moments I will hatch from this egg and take my rightful place as Queen of the swarm. I see Celestia is here, good I have much to discus with her...and much to do with you...Twilight."

Much indeed.

Twilight eyes went wide briefly. The voice that made her wear this necklace; it was Chrysalis all along.

What could she want with me? I don't get it. I'm no pony special. Does she want me to do her a favor of some kind? Twilight's mind was racing, her mind was trying to make sense of how Chrysalis was able to communicate with her from such a great distance, much less use magic around her.

Swarm mind link, young Alicorn. You have been exposed to us for so long that you are showing the signs of assimilation, the first of which is hearing my thoughts and talking with me directly. Eventually you will mind link with the rest of the swarm and it will feel like home, although that will take another decade at the very least.

Twilight's expression was not lost on Celestia however, as her eyebrows contorted in anger, as if she knew what was going on.

The egg began to slowly crack, green light flooding the room as Chrysalis took her first step in four long years. As her horn reached the air a bright flash filled the room, making everyone shield their face from the light. The light slowly died down and Queen Chrysalis slowly stood up from the remains of her egg, fully grown but quite a bit different than what Twilight remembered.

Gone was her long sewer colored hair which was now a vibrant spring green, her black chitin no longer had a sulfur like look to it but instead that of shiny black licorice. Her wings were light green with very light pink tips, almost as if she dyed them, her torso was more of a emerald green with the added effect of her no longer looking as if she was wasting away. The most positive change however was in her face and body. Gone were the random holes all over her body, her twisted horn and angry pitted eyes. They had been replaced with a smooth black sheen, soft light green eyes and a smooth crescent horn. For some reason Twilight almost found her...attractive. A thought that despite making her want to cringe somehow felt...normal.

"The Queen has returned, let the swarm know we are to burn Canterlot to the ground come the next fortnight!" Chrysalis said in poorly faked evil voice.

Celestia's horn fired up but Twilight put her hoof in front of her. "Celestia...chill out. It was a joke." Twilight felt that she didn't know this exactly but she could feel it, something in the Queens order was intentionally silly. That and if she could communicate with the swarm at some point though her egg she would have already had both herself and Celestia executed.

"Touche Twilight, I see you can ferret out a lie with ease. As you see if I wanted Canterlot burned down I could with ease, but as you know the swarm isn't about brute force. There is no love to be had if the conquered beings are in constant fear of their lives." Chrysalis gave a hearty smile. "I welcome you to my palace, shall I have drones get drinks for my guests of honor?"

Celestia's face was still contorted in anger, although her magic was in check. If only barely. "I need to have word with you Chrysalis. In private if you would be so kind."

"That's perfectly fine. I just need to relay a few commands for the swarm to go back to being normal. Their hypersonic singing of ' O' Praise the Queen' can get annoying after you hear it all night long." Chrysalis stared at each one of the regal Changelings in the room, all of them bowing one by one and walking down the stairs single fine. Chrysalis then set her gaze on Twilight Sparkle.

By now you know that I am the one that helped you earlier. I just want to reinforce that what I need from you needs to be done in private and that it will benefit us both greatly as well as the rest of Equestria. I want you to come back tonight and meet me in the room to the right of me marked with three gold X'es above it. That is where I handle very important business crucial to the swarm. I will explain in full tonight what I need of you.

Twilight gave a little nod, although finding out that it was the Queen that set her up with the spell from earlier, the mind link between them let her sense things she never felt from her before. There was no malice in her thoughts only the one desire to help herself and Twilight however she could.

"You done yet, O Queen?" Celestia said sarcastically.

"Yes, meet me in the room behind me." Chrysalis tapped her foreleg on the floor and opened a room behind her with a large obsidian desk.

"Twilight, I want you to go back home. This may take awhile and you need rest to replenish you magic." Twilight nodded respectfully and walked down the stairs as Celestia and Chrysalis entered her office. Chrysalis tapped her leg again and the door closed behind Celestia, blocking any eavesdropping from the outside.

"Get it over with, I already have an idea what you are going to ask." Chrysalis said as she dug a bit of leftover afterbirth good from her ear.

"Why of all the things do you have a contract collar on Twilight? And don't lie, your magical cloud scattering technique doesn't work on me. I traced it right back to you. What kind of evil plans do you have for her? Plans so evil that she won't even tell me out of embarrassment." Celestia was absolutely livid, the fire in her eyes could easily scorch the flesh off a lesser being in her anger if she wanted to but Chrysalis kept her calm and tapped her foot, being up a chair behind Celestia.

"Take a seat Celly, this is going to be a looong story..."

Chapter III: Seductress

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Chapter III: Seductress

It didn't take long for night to fall or at least it felt that way to Twilight. After Celestia's impromptu conference with the Queen of the swarm she left for Canterlot without a single word to her. She probably deserved to be snubbed though, Celestia could smell the lie on her and was probably most upset with her. That didn't matter now though, she was all alone, even Spike was missing, most likely Celestia took him with her on some unknown mission. As she approached the spire the guard at the gate bowed to her and let her in without a fuss but she could feel emotions coming from them. A mixture of jealousy and dread...not for themselves but for her, the mind link with Chrysalis may not allow her to know what each individual drone was thinking but she could feel what they were feeling and the feeling was universal among them.

Whatever Chrysalis had planned for her it was either very dangerous or a high honor that any drone would give his left leg for, either way Twilight didn't know how to go about it other than to see what she had planned first hoof. As she entered the chamber leading up to the large spiral stairs one of the nearby drones waved her down.

"Twilight!" the drone yelled. "Over here, Chrysalis had us fix the elevator for you." The drone pressed a green square like protrusion in the wall and a hidden door opened up, revealing a very organic looking elevator system. Twilight approached the elevator when the drone said something most curious to her. "The Queen didn't want you worn out for the night, so she had this contraption fixed."

Twilight looked at the drone and then at the elevator. The floor looked as if it was alive and made of green muscle, there were two buttons on the opposite side of the Elevator, each one an arrow going up or down. Twilight took a step into the elevator, the floor sunk a little as she took her first step in but quickly righted itself with what looked like a flex of strength. The entire thing felt strange, like she was entering another creatures mouth, even the floor below her reminded her of a tongue. Twilight took a few more steps inside and the door closed on her automatically, just like the elevators in Canterlot.

Twilight staggered her way over to the makeshift buttons and pressed the up arrow, barely maintaining her balance in the process. The elevator straightened out into a less squishy solid platform and began to rise, slowly at first but picking up speed. Twilight could see outside the elevator, although every thing was tinted in a murky green. Before she could even get a good view though the translucent membrane the elevator stopped and the door popped open. She stepped into the circular room which this time seemed much more inviting, gone was the green color, replaced with orange and purples and pinks of various shades.

Directly across from her was the room with the three golden X'es over the entrance. Twilight walked up to the door, trying to swallow her nervousness as she reached out to knock. The door slid open without Twilight touching it, revealing nothing but pitch black. She was already a tad spooked out by the door opening itself but the room had to be pitch black as well, which made things worse.

Come in, I'll get the lights in a moment.

Twilight timidly moved past the doorway and into the room, the door quickly shutting behind her, cutting off her only light source.

"Illuminate." Said a voice in the darkness.

The room slowly began to brighten, Twilight watched at three yellow orbs on the ceiling turned on one by one. Twilight peered around the room but what she saw was not exactly what she expected. On the far corner of the room was a Queen sized bed laced in many shades of emerald and black. Not too far away was what looked like a blue and opal jacuzzi, the blue water bubbling away, adding a light ozone smell to the room. Opposite the Jacuzzi was what looked like a massage table, black satin sheets adorned it with a fluffy heart shaped black pillow at the end.

"Welcome Twilight to my personal chambers." Chrysalis stepped out from behind a black curtain on the far side of the room. "I been waiting for this all day, come sit on my bed. We have much to go over."

Twilight's heart skipped a beat. This very personal setting, the strange sense that Chrysalis wanted more than to talk was all very off-putting.

Does...she want to mate with me? Does she want to..rape me? Twilight thought as she apprehensively hopped up on the bed and sat down, her mind racing with the memories of a few drones that lost self control over the last couple of years.

"Well Twilight I guess you already know what is going to happen but full disclosure is first thing on my list." Chrysalis reached over and ran her black hoof across Twilight's lower jaw. "You don't know how hard it is to hold back right now."

Chrysalises breathing was short and ragged, it was clear she wanted sexual intercourse more than anything.Twilight jerked away, her face red as a sunburn. "Chrysalis, I-I don't think of you in that way."

Chrysalis sighed. "What I wouldn't do to be ruthless about this but I guess I should bare everything to you." Chrysalis got off the bed and began to pace the room. "You see Twilight, that spell I cast on you to suppress your 'problems' took a heavy toll on me but one I was willing to pay if I could get you alone for a few nights."

"You planned to...mate with me from the start?" Twilight asked, her mouth hanging open in shock.

"No, not originally. I felt something like a drone in distress but when I reached out to help I found you dealing with a very personal problem instead. The night you were in the shower I was there helping you get some relief by feeding you magic to help you along. In a sense we have already mated."

Twilight's face contorted into a scowl. "So, in other words you raped me."

"Pfft as if the Queen of the swarm has to resort to rape to get what she wants. No, you insolent little-" Chrysalis caught herself and readjusted her mannerisms before continuing. "No, I fed magic into you, you did the rest. If I wanted you I could have easily manipulated you into doing such things but as it stands I choose to take a different approach. If I was into forced sexual encounters I would have pounced on you the moment you entered. I know you are not even remotely strong enough right now to stop me."

She's not lying about that part at least... "By still manipulating me into an agreement that if I break I will surely pay for it." Twilight said angrily.

"You could say that or you can listen for a moment and stop jumping to conclusions." Chrysalis lowered her head.

"The truth is if you refuse my offer I will be in the much worse position than you, possibly a fatal one." Chrysalis said somberly.

"How is that so? You're the Queen, you have an army of changelings waiting to do your bidding at any moment. I hardly see where you could possibly-" Chrysalis put a hoof over Twilight's lips.

"Allow me to explain. When a Queen is born she has at most a week before her powers begin to wane, she must absorb a large quantity of love to cement her place as the center of the hive. If she fails to do so then a plethora of mostly terrible things could happen." Chrysalises demeanor suddenly shifted from semi-flirty to somber and defeated.

"Like?" Twilight asked, curious to what could take down a creature of her power.

"First her power leaves her and she is diminished to a mere drone status in power. Without a Queen one of two things happens after that, they kill the old Queen and hatch a new one or the swarm goes hog wild absorbing love from whatever or whomever they can by any means necessary. It become a feeding frenzy and the drone that gathers the most love for itself becomes the new Queen and the cycle starts all over again." Chrysalis dipped her hoof in the jacuzzi, stirring it absentmindedly.

"So, you need my love to survive? This all sounds so...brutal. I know you're not lying because of our mind link but something else is bothering you, you have something else to say." Twilight said.

"When I saved you, Celestia and that young colt in Maskia's fortress I expended too much of my power at once. Personally I would have survived the trap but if you three died in there take a guess who would have taken the blame. Anyways I had just enough power to keep the swarm under wraps until I ran into your second problem." Chrysalis looked at Twilight, waiting for her to answer.

"Me ignoring my bodies needs for so long." Twilight said somberly.

"Right, that suppression spell I used left me horribly depleted. As of now I have less than a week before my powers fade entirely, leaving me nothing more than a groundling. There are a few changelings in the swarm that would like nothing more than to end my life and as you know...another new Queen could be worse." Chrysalis sat down on the bed and lower her head. "Some Queens in the past were far worse, they would rape, kill and enslave to keep power. I may be bad in your eyes but they are far worse."

Twilight had a sudden flash in her mind of a Queen like Chrysalis but far more brutal. She would whip and beat ponies just for the thrill of it all the while forcing herself on a mare and sucking her until she was a dried up husk. Twilight shook her head to rid herself of the horrible images but it seemed Chrysalis was transmitting these images to her, as a way to better convey the severity of the situation.

"I won't use me saving your life as a bargaining chip or the fact that I was compelled to help somepony whom I thought was of the swarm. I ask you to save my life Twilight, without an ample supply of love I will either starve to death once my power wanes or be killed off by another drone seeking glory. Please, help me and I will help you." Chrysalis bowed her head in a respectful manner that Twilight had never seen before.

Twilight didn't know what to think, this changeling in front of her was far from what she remembered crashing her brothers wedding. Chrysalis had been though some changes and not only physical ones. Twilight tried to sense evil within Chrysalis but didn't feel so much as a hint of malice within her, only desperation and a calling for help. The only emotion she could seem to get from her was absolute sincerity, no smoke and mirrors or well buried lies; only a creature desperately seeking help.

What do I do? She helped me, not just by saving my life but keeping me sane as well. What would Celestia do? Twilight thought.

Take her offer. She needs help and we desperately need her help as well. She's the only creature for hundreds of miles around that can keep our power in check. Besides, she must be really good at it. Extracting love is what she is built for. Twilight's Alicorn side said. Just think of all the things she could do, the way she could please you in a way that no pony ever could.

Twilight put her hoof to her chin. She realized her other side was right. She desperately needed this and she did owe Chrysalis multiple debts. This along with the intrigue of what a Queen changelings mating habits were like were pushing her into accepting her terms, despite her reservations. "Chrysalis...I accept your terms. I need help dealing with my problem and you need help with yours. You could have mind controlled me or easily overpowered me at any time while I sat here and took from me whatever you wanted but you didn't. You asked nicely and though your methods are...less that fantastic I find it difficult to refuse you help." Twilight leaned over and touched horns with Chrysalis. "All I need to know now is when and for how long."

Chrysalis lifted her head, tears forming in her eyes. "Y-you're actually going to help me? Not just for Equestrias sake?"

"No, I'm helping you help me to help yourself to help everypony." Twilight said in a low voice as she lunged at Chrysalis, pulling her into a deep kiss, much to her surprise.

Holy crap Twilight, that escalated quickly! Twilight heard her inner alicorn say with a giggle.

Hush you. Twilight replied.

Chrysalis tried to push back but found Twilight's taste so...comforting and arousing. The way she forcefully batted her slender fork like tongue around was so different to the submissive drones she was used to. Chrysalis wanted nothing more than to just sit there, tasting Twilight forever but she had to break the kiss, Twilight had to know what was going to happen.

"Listen, in order to get the love I need, I need to mate with you three hours a night for the next three days. I will also have to lift the suppression spell off of you while we are doing it. There also may be ..some biting involved but nothing too serious."

Twilight smiled. "Oh, into kinky stuff are we? I can live with that."

Chrysalis looked about the room briefly. "We need to start out slow as to not wear you out. I can go for days on end if need be but your biology would make love extraction difficult after just a few hours."

"So what do you suggest? We take tea breaks?" Twilight said as she rubbed up against Chrysalis, raising her tail to the side in a flirting manner.

"No, we start out small, get on the massage table." Chrysalis pointed to the table, trying to resist Twilight's over enthusiastic advances.

Twilight nodded in response and flew over to the massage table, laying on her belly with her back legs spread out. "Like this?" Twilight said while smiling, her backside already winking at Chrysalis.

"Yes like...that." Chrysalis had to control the urge to pounce on Twilight and pound her like a piece of meat. The smell of her being aroused was bad enough but her giving her constant reinforcing winks was making controlling her mating instincts difficult to hold back. "You...really must want this."

Twilight thought for a moment. Do I want this? Am I doing this for myself, Equestria or her? Twilight pondered for a moment when another voice popped in her head.

All of the above, and me too I guess. Holding back your own biology has been taxing, we both need this release so much right now...

The Alicorn side of Twilight seemed to agree but what about herself. Was she really ready to go to home base with a changeling or was it desperation for love that drove her. "You know, I was told that changelings can be any gender and that they can make either gender feel exasperated after a good rut. Is that true?"

"It most certainly is, any drone must be available sexually when it comes to gathering food or in the very off chance that a Queen needs to be replaced. Each one is born a Casanova but there are ones specifically hatched for that purpose as well." Chrysalis pointed to one of the drones in a picture frame on her wall, one of a very large and powerful-male looking changeling. "Each one is bred to satisfy the Queens desires when egg-laying is required."

"Are...they good at it?" Twilight asked.

"Very. Every time we have had intercourse they left me gasping for air and eventually broken on the ground." Chrysalis moved up behind Twilight and began rubbing just below the tips of her wings, making them stand on end. Twilight began to moan softly as Chrysalis leaned over and whispered in her ear. "I hope to leave you satisfied and if I'm not so rusty at this, exasperated as well."

Chrysalis moved from the tips of Twilight's wings to the front half, messaging them the entire way down. At first they felt somewhat off, kind of on the hard side but firm but after a few moments all her tenseness seemed to melt away. Chrysalis moved down onto her back and began to put pressure on her, relaxing her muscles and making her drool a bit into the pillow.

"Y-you're really good at this, nyaa-" Chrysalis had found her way down the Twilight's inner thighs, her rubs making her hornier than ever.

"Being able to take any forms allows you learn weak points and techniques to help seduce said species if the need arises. Since Alicorns have all the qualities of Pegasi, Earth ponies and Unicorns then deduction leaves that they must also share some common weaknesses. Like so..." Chrysalis ran her legs under Twilight's wing toward the back, vibrating lightly the entire length of her wing.

"Hah!" Twilight let out a squeal of delight as Chrysalis worked her wings. Despite all the blood flowing to them as she became around they still stayed soft and sensitive to touch.

"Like this weakness in Pegasi wings...or this one." Chrysalis nibbled on Twilight's wing, making her rump rise in the air, bumping her on the chest.

"My, my, so eager for the main course but you should know that I like appetizers first." Chrysalis ran her tongue down Twilight's wing, eliciting moans of pleasure from the mare. "Let's try another weakness shall we. I do so love my games to be educational and all." Chrysalis moved her hooves down firmly around Twilight's flanks and began to squeeze them and then rub up and down; letting them settle after letting go.

"Earth pony weakness, they all have larger posteriors than the other ponies due to larger build and stronger back legs. This also makes them easy targets right about...here." Chrysalis ran her tongue up the inside of her butt cheek as she pushed them together, ending in a little nibble on the back of her tail.

"Ahhhh!" Twilight felt like she was winking a mile a minute. Chrysalis was right, there was no being she couldn't please. Her expert stroke along her flanks nearly brought her to orgasm, the only thing stopping her was her own will to hold out for the fun part.

"You are so easy to please you know that? Then again when you live for centuries even dragons fall with ease to your seductive prowess." Chrysalis ran her tongue down Twilight's spine slowly., seemingly eating up every little moan and gasp from her as she positioned herself above Twilight. "But all those weaknesses are mute point, both Alicorns and Unicorns share a double weakness... one I guarantee that will get your juices pumping."

Chrysalis lowered herself to where her backside was putting pressure on Twilight's flanks, making her raise her rear in anticipation. Chrysalis moved her front leg down Twilight's side, massaging her all the way as she made her way to just below Twilight's tail. "Are you ready to feel ecstasy beyond any other?"

Twilight drew in short ragged breaths but only managed to nod in response as she closed her eyes to await the inevitable. She waited there for what seemed like an eternity but the insertion or rubbing never came. "What are you wait-" Twilight felt it, something wet and long wrap around her horn over its entire surface, squeezing it and massaging it at the same time. Twilight looked up to find Chrysalis giving her a horn job, a horn job like she had never felt before.

Chrysalis seized the opportunity made by Twilight's shock and engulfed her entire horn in her mouth, rhythmically bobbing up and down, rolling her tongue around the base of her horn.

"Ah, he ,Ah! Nya!" Twilight wasn't expecting her horn to be the target and her body instinctively tried to block out the sensation of her horn being felated.

Chrysalis sensed that Twilight was holding back and slammed her backside on top of Twilight's, using her thighs to squeeze her cheeks together. Her tail itself sprouted and extra tongue and began licking up and down Twilight's rump, getting close to her sex but avoiding it each pass to tease her.

"Nya..t-too much!" Twilight's horn still resisted the temptation to shoot magic everywhere but Chrysalis was no foal at this particular game. She slowly ran her hooves over the sensitive parts of Twilight's wings.

"Ahhhh!" Singularly she could handle all the sensations but together, together they were too much. The defenses around her horn came tumbling down. The semi-numbed sensation from Chrysalis earlier now felt as if a stallion was eating her out. With each heart-wrenching moment she could feel her climax coming closer. Chrysalis grinding her hips against her own, the soft touch of her hooves massaging her wings, the tight grip of her tongue holding her horn hostage as she sucked it like the vacuum of space itself.

Chrysalis; feeling Twilight was on the edge of climax, squeezed her thighs harder and began whipping the outer edge of Twilight's flanks with her tail. She tightened the grip on her horn with her tongue and narrowed her mouth for intensified suction.

Twilight couldn't hold out any longer, her eyes rolled into the back of their sockets, her tongue flopped out of her mouth and her entire body seized up. She felt torrents of her own magic pouring fourth from her horn like an unstoppable tidal wave but Chrysalis held on tight, continuing to suck her horn until she swallowed every last drop of her power.

Twilight laid there, panting heavily as Chrysalis swallowed the last remnants of her magic. Chrysalis pulled away, her tongue slowly unraveling, eliciting whimpers of joy from Twilight.

Chrysalis wiped her mouth off as her tongue retracted back into her mouth like a bungee cord. "Ahh, so much love, so much magic, I dare say that was much more than just an appetizer." Chrysalis watched as Twilight's body still quivered from orgasm, her nethers still winking for more. "We are far from done though, by the end of the night IWill leave you on the floor, begging for more."

Chrysalis lifted Twilight's limp body off the massage table with her magic and onto the bed, her back legs hanging off the edge as she set her down. Chrysalis quickly moved her muzzle down between Twilight's back legs and inhaled deeply.

"You are soaking wet back here. I think I shall clean you up before start the main course."

Twilight watched out of her peripheral vision as Chrysalis lowered her tongue on to her backside, slowly running it across her back thighs, inching in closer with every pass. With each stroke she came closer and closer to licking her clitoris but intentionally missed it every time. The suspense was killing her, here she was, ready to have the love sucked from her and Chrysalis still seemed to find the time to taunt her. She tried arching her back slightly in hopes that she would just get a single lick but Chrysalis was always one step ahead.

"Such a naughty little pony, greedily trying to angle yourself so I can lick your fun hole." Chrysalis leaned over Twilight's shoulder and breathed in her ear, sending shivers down her spine and whispered. "You still seem a bit tense, don't worry Twilight, I always reward naughty ponies." Chrysalis lowered the tip of her tongue onto Twilight's belly and began to move back slowly, dragging her tongue down the length of her body

"Oh!" Twilight resisted the urge to lift her hindquarters in the air as Chrysalis's tongue went between her thighs and toward the base of her tail. She let out a short gasp of delight as Chrysalis looped around her left flank and just brushed the middle of her sex briefly with her tongue.

"M-more, please." Twilight begged.

"Ask and yee shall receive." Chrysalis began to give broad strokes vertically across Twilight's sex, ending each stroke with a sharp and swift slip from the tip of her tongue in between Twilight's inner labia.

"Nah!" Twilight gasped.

Chrysalis began to slowly tickle the top of Twilight's clitoris with her forked tongue, making sure to hold down Twilight's back legs as she kicked randomly from the shock. Chrysalis continued to lightly poke at Twilight's clitoris with the tip of her forked tongue but also started to lean in and massage Twilight outer labia with her lips.

"Hnmmm, deeper." Twilight moaned.

Chrysalis obliged, moving in deeper and delicately tugging and rubbing Twilight's inner labia with her lips, her tongue still firmly tickling her clitoris.

"Ah! Ah...yeah." Twilight felt her backside quiver and twitch with each little movement. This wasn't the first time she had been 'eaten out' as some ponies called it but it was by far the most intense. Spitfire may have been reasonably good but this changeling had decades, no, centuries more practice and knowledge than the last couple mares that did this to her, Trixie and Spitfire couldn't even hold a candle to Chrysalis's skill.

"Y-you, so good at this. I...ah...need more." Twilight began to rock her hips back and fourth, trying to tease Chrysalis into a full on penetration she so desperately wanted.

"So greedy. I like that, for that I will give you my best tongue trick." Chrysalis wrapped her tongue around Twilight's clitoris, eliciting little gasps as he slender tongue slowly wrapped around the nub.

"Guh!" it was like nothing she had ever felt before, the pressure alone was nearly enough to send her over the edge, not too much to hurt but just enough to keep her gasping for air. That wasn't all however, Chrysalis slowly began to move the tip of her tongue into her inner labia but instead of going directly into her vaginal tract she made circles while slowly pressing in. As if her tongue was a wine corkscrew, all the while holding her clitoris hostage, her tongue still firmly around it as she pushed further.

"Hnnmmmm so good." Twilight's wings stood on end as with each passing moment Chrysalis's tongue pushed deeper and deeper into her. Twilight buried her face into the blankets, each passing moment becoming harder and harder to hold back her orgasm. Then she felt it, Chrysalis had bumped up against her cervix and was now slightly pushing on it.

"T-that's as deep as I go..." Twilight said, her voice muffled in the blankets.

I know that...are you prepared to orgasm a dozen times over. All at once? Chrysalis's voice echoed in Twilight's mind.

"What do you mean all at once?" Twilight asked.

You will see soon enough...now to adjust the frequency...

Twilight waited with baited breath, her insides burning up as Chrysalis's tongue covered every square inch of her vaginal tract. Just when she thought that this possibly couldn't feel any more amazing it happened; at first the vibration was weird, like a toy with very low or near dead batteries but it quickly intensified, as if someone just stuck a dozen vibrators up her backside all at once.

Twilight bit into the blankets so hard that she almost drew blood from her lips. "Aggghhhhh...he ha." The sensation was too much, she raised her back end slowly into the air, biting the blankets and screaming obscenities all the while.

I'm still not one hundred percent sure what Alicorns can take in terms of sexual punishment but I think it is time I test it out.Yell the safe word puffle if it's too much Twilight.

Chrysalis's tongue began to expand, pushing hard on Twilight's vaginal walls, spreading her wider and wider until she could see all the way to her cervix.

"Nyyyaaaa!" Twilight screamed, her vaginal walls contracting as hard as they could to push back on Chrysalis's powerful tongue.

Ohhh, powerful, I like that. You could crush a poor stallions penis in here if you so wanted or at the very least get him stuck in you. Chrysalis pushed more of her tongue into Twilight, trying her best to test her resistance but it wasn't to be; Twilight was slowly overpowering her.

Interesting, I guess It's time for the coup de grâce then.

Twilight looked back and watched as Chrysalis's eyes turned a murky glowing green. "What are you-" Twilight stopped, she didn't even have to ask the question. She could feel little protrusions appearing all over the surface of Chrysalis's tongue. Each one felt as if it was letting off little jolts of electricity in a pulsing fashion, each jolt nearly pushing her over the edge.

"What-"

Each little protrusion serves a double function. The first is like a studded dildo of sorts and the other is an electrical jolt on the same frequency as you own. Each one giving the command to orgasm right into your nervous system. Chrysalis picked Twilight up by her back side and pushed her tongue in harder. Slowly, her tongue began to spin as if it were a cordless drill. Each full rotation sending and electrical shock into Twilight.

"Ahhh, ha, nyaa! T-too much, gah!" Twilight, despite the sensation overwhelming her couldn't bring herself to yell the safe word. Part of her wanted to be ravaged, wanted to be dominated, while the other side didn't want to look weak or vulnerable in front of Chrysalis. Thoughts didn't matter though, her body instinctively locked her back legs around Chrysalis's neck, allowing her far more leverage than she would otherwise have. Chrysalis took this as a sign to thrust even more of her tongue deep into Twilight, spreading her wide, making Twilight scream in pleasure.

"More! More! Almost there!" Twilight screamed.

Chrysalis's pushed in hard one more time. Let me introduce you to what I call "Starting The Lawnmower" Chrysalis pulled back and her entire tongue zipped back into her mouth all at once, like a rubber band.

"Gaaaahhhh!" In the brief few seconds it took for Chrysalis to retract her tongue Twilight experienced every single protrusion shock her G-spot on the way out. Twilight squeezed her back legs tightly around Chrysalis's neck to brace herself for what she knew was coming but the changeling Queen was onto her, quickly lifting her up and enveloping her entire vaginal entry in her lips, sucking her as if she was a lollipop.

Twilight's body shook violently once more but this time it was far more uncontrollable than the last. It felt as if she suddenly came a dozen times all at once and Chrysalis sucking her vagina so hard that she was pulling the walls inside together didn't help matters any. She laid there, her hindquarters firmly in Chrysalis's mouth, breathing hard as the juices below squirted all over Chrysalis's face. The shaking and squirting took some time to let up, Twilight wondered if it would ever stop.

Chrysalis slowly pulled away, lowering Twilight's body onto the bed below as her tongue ran across the circumference of her face, slowly ingesting Twilight's fluids.

"Mmmmmm that was so good." Chrysalis said as she wiped some of Twilight's juices from her brow. "I almost choked on all the juices you were feeding me, you must of came at least a half a dozen times to produce that much." Chrysalis licked her hoof and then leaned over, poking Twilight's sex with her tongue.

"Ah!" Twilight twitched as Chrysalis's tongue brushed against her outer labia.

"Well, maybe that was a bit much for you all at once. Your body is already near its limit and really sensitive right now." Chrysalis leaned over Twilight's back and ran her tongue across her ear before whispering. "In this state I can get the maximum amount of love out of you and finish for the night but there is a price; it might be a bit painful at first."

"B-but we have only been at it for a short time..." Twilight tried to sit up but her body was so weak from all the pleasure that even simple movement felt like moving a mountain.

Twilight's weakness was not lost on Chrysalis however as she began to sniff Twilight's mane while flipping her onto her belly. "It's so hard to hold back you know. I love when my prey is so weak that I can just suck the love out of them until they are in a coma." Chrysalis bared her fangs and brushed them up against Twilight's neck.

"Y-you wouldn't do that...would you." Twilight was trembling with fear, Chrysalis's mannerisms were different now, more primal like. Her body shivered with every breath she felt hit her neck.

She...she could mate me to death in this position and I couldn't do anything to stop her. Twilight thought as she tried to move.

I won't do that my little ero pony, us changelings may be instinct prone but we train from a young age to control it. I won't say my desperation isn't pushing on me but your body just makes me want to feed on you till dawn. Chrysalis grinded her hips up against Twilight's flanks. "I just need to know if you want to feel things you never thought were real. I want to know if you want to take a break or work though the pain to obtain the most pleasure you will ever get out of any being alive."

Twilight laid there, unsure if she could trust Chrysalis not to go too far. One part of her wanted to take a break or call it a night; the far safer option. The more adventurous and analytical side had bigger plans however, the idea of getting the night over quickly and experiencing something no pony had before piqued her interest. She stared at Chrysalis, her body was literally heaving with lust, her mane was in a mess, her tongue out, her body dripping with sweat and her eyes narrowed in on her neck. Her breathing as ragged and she kept grinding her hips against her own flanks.

I-I need an answer soon Twilight. I may be able to hold my instincts off but it is not indefinite. Chrysalis was gritting her teeth, her own lust was driving her up a wall.

"Y-you have been pleasuring me all this while while ignoring yourself haven't you?" Twilight could see it in her eyes. Either the magic she absorbed, the juices she consumed or the hormones in the air or just the act of sex alone; something was triggering Chrysalis's own heat.

"I guess I have been greedy. I didn't take into account your needs." Twilight arced her neck to the side. "I don't think I could give you a better invitation...unless it was something horribly lame like 'I want you inside me.' "

Chrysalis licked her lips expectantly. "I can't wait to do just that, fair warning though; when I use this technique anyone I mate with becomes exhausted. Some even struggle to get away, not sure if from fear of too much of a good thing or how...dangerous it feels." Chrysalis lifted her flanks into the air and began to grunt, a pained look appearing on her sweat drenched face. "This may take awhile, I'm not completely in tune with this body yet."

Twilight watched Chrysalis closely, her skin alongside the length of her belly began to crawl and bubble. Lumps began to form, lumps that looked as if they wanted to escape her body. Slowly the lumps began to grow, each on turning into a thin tendril or tentacle. Twilight watched in curiosity as the near spaghetti thin parts of Chrysalis began to touch her back. Each little tentacle seemed to know what to do automatically however, two of them immediately inched their way up Twilight's back and wrapped loosely around her wings and belly, binding them to her back.

"Ummm..." Twilight said nervously.

"Don't worry, I wont hurt you...much." Two more tendrils sprouted from the mass forming on Chrysalis's belly and slowly wrapped themselves around Twilight's waist, chest and neck. A different pair wrapped themselves around the base of her tail, lifting it up before running down her ass cheeks and across her thighs, ending halfway down her legs.

"I feel you are worried about these, don't be. They are there for your own protection...and if you get cold hooves once I start."

Twilight watched curiously as another tentacle wrapped around her neck and horn. She couldn't figure how these were supposed to restrain her in any way, even in her weakened state she could easily break out of these thin bonds. Another set of tentacles appeared around Chrysalis's sex, bubbling and churning as multiple tentacles came out, each wrapping around one another as the descended. Five, eight, fourteen inches long when they finally stopped, all wrapped up in the shape of a stallions member, each with little bumps on the tips.

"Now to add some pressure to the mix..." Chrysalis closed her eyes and grunted.

Twilight watched as the tentacles on her hindquarters inflated slowly, each one seemed to have veins popping out of them. Not only did their girth increase but the strength as well, before too long Twilight could barely move her back legs. The tentacles on her backside reached and impressive girth of at least four inches in diameter and then something strange happened; they began to squeeze, painfully so. The tentacles slowly spread her legs apart, the parts that were overlapping her flanks began to move on their own, massaging her hindquarters back and fourth.

Twilight tried to move but found herself completely immobile. Each tentacle was strong enough to hold down a full grown stallion easily on their own but together these could even hold down an adult dragon if Chrysalis so desired.

"You're right you know, I have had intercourse with a full grown dragon before. They could probably even hold down Celestia, though I never got a chance to test that particular theory." Chrysalis grunted again, grinding her teeth, clearly in pain herself.

Twilight felt the tentacles squeezing around her midsection, slowly moving up past her wings and to her neck. They kept growing in size, making it harder to breathe. If Chrysalis didn't let up soon they she was going to be crushed like a tube of toothpaste. "C-could you loosen up a bit, kinda hard to breathe here."

Instead of letting up Chrysalis squeezed harder around Twilight's legs and midsection but left her neck alone. "I am sorry but the last part of this ritual is risky, if I don't have you still I could seriously hurt you."

Twilight was finding herself too short of breath to talk but not enough to lose consciousness. However her discomfort was it was nothing compared to what Chrysalis was going through. The heavy breathing on her neck, the tremors going through her body; all of this must be stressful on her body. Twilight examined on of the tentacles on her front leg.

Chrysalis...are you controlling these with your own...blood? Twilight thought.

"You could say that, I have the option of pure muscle, blood or half and half. Given your condition, muscle would have crushed you like a grape. Pure blood was off the table as well, you could break it in the throes of sensation and I'm not in the mood to bleed out." Chrysalis licked Twilight's neck. "Only a bit more and we will both be in nirvana."

Chrysalis began to grunt and breath hard, her tremors getting worse than before. Twilight looked around, all the tentacles were inflated and deflating in a pulsating rhythm. What does she still need to- Twilight's thought was cut short when she felt something bump up against her flanks. She could just make out the member like object Chrysalis brought out earlier, however this time it was far larger. It didn't really grow much in length much but in terms of girth, it was more than equal the size of the stallion in her dreams from the previous night.

"W-wow." Twilight was speechless, there were adult dragons that didn't have anything comparable in size. As she examined it she noted that not only was it big but it was structurally designed just to please a female; there were studs along the entire length of the member, a tip that was rounded and ribbed and the tentacles in the middle of the mass seemed to have little mouths attached to them and could move independently of one another.

"D-do you like what you see? I have even taken down a succibi with this before" Chrysalis rubber he member between Twilight's flanks in anticipation.

"Succubi? Isn't that a cursed pony that takes the life force of others?" Twilight asked.

"Yes, they do it by seduction and eventually sex, but even they can't contend with this ability. I sucked the one that attacked me dry." Chrysalis bumped her member up against Twilight's sex, rubbing it up and down the length.

"Ah!" Just the tip rubbing her was unlike anything she could have imagined. Twilight flexed her body, trying to raise her flanks up and force a penetration but Chrysalis's tentacles held firm.

"So eager but there is one more thing I must do." Chrysalis gave Twilight a long lick along the length of her neck, reared back and plunged her teeth deep into Twilight's neck.

"Guh!" The pain was unimaginable. It was as if somepony thrust two hot pokers into her neck, twisted them and then let them sit to cauterize the wound. Twilight's body struggled to move away from the pain but the tentacles holding her down pulled in as tight as they could the moment the teeth broke her skin. Her ribs were creaking, she couldn't breathe and her hips felt like they were going to snap. "Ahhhhhh!!!!"

Chrysalis squeezed with every once of strength she had in her. I was right to go half and half, even weakened she is tough customer. She sunk her fangs in deeper, much to Twilight's discomfort and muted screaming. No pain, no gain Twilight... Chrysalis began to pump the second wave of venom from her teeth into Twilight.

Twilight felt lightheaded, the pain was horrible but another sensation was overtaking the pain in her neck. A cold ice water feeling starting at the bite wound and moving its way down her body. Soon the pain dulled to nothing more than a paper-cut to produce, in its place was a feeling of renewed stamina and...something far more primal. Her insides; especially in her nether regions seemed to be taking on a new shape. He body resonated with pure unbridled lust, she wanted, no, needed Chrysalis.

Chrysalis, feeling Twilight's metamorphosis nearing completion, removed the tentacles binding Twilight's legs and neck. She slowly removed the iron grip she had on her neck, carefully removing her fangs and sealing the bite wound with a lick. "I can feel it and I'm sure you can by now, the ecstasy that is pure unbridled lust. Now it's time to reward my little ero pony with a sensation of a lifetime." Chrysalis slowly lowered herself into Twilight, removing the rest of the tentacles binding her body.

Twilight could hear her own heart beat a mile a minute. The last time she felt this way is when she lost control after eating Lyra and Bonbon's perverted candy that fateful night. Back then she was just a mere unicorn and thankfully a virgin; if Lyra and Spitfire hadn't stopped her she would of torn them to ribbons in her lust. However this was different this time around, her logic already began to dissolve and all that was left was the desires of the flesh but this time she was an Alicorn, she could only pray that Chrysalis could handle her.

"You're mine Chrysalis, you are MY slave now!" Twilight forcefully rolled Chrysalis onto her back, aimed the tip of her member to line up with her sex and slammed her hips down;hard. "Ahhh..." it was everything she could have imagined and more. Oddly though,the entire mass fit with no problems, as it was nothing at all. The tip spread her wide, rubbing against every single nerve inside her and penetrated so deep that she could have sworn it went right past her cervix but without so much as a hint of pain , it was almost like being penetrated twice. The little nubs along the surface pushed out and contracted, sending electric jolts down her spine forcing her insides to squeeze the member harder. The mouths on the member amplified the sensation as they licked and sucked at her vaginal walls, expertly caressing every inch.

"T-this..this is" Twilight fought to make a coherent sentence but the sensations she was feeling was making grammar all but an impossibility.

"Heavenly isn't it?" Chrysalis said while smiling. "I'm surprised you haven't had an orgasm already, most would be on the floor screaming me to pull out already." Chrysalis grunted and spread Twilight a little in which she responded with tremors and a little bit of squirting. "Oh, there we go."

Twilight breathed deep, her body trembling as it tried to suppress her orgasm. I-I wonder if I can make Chrysalis do the same... Twilight grinned, a glint in her eye as she stared at Chrysalis.

"You can certainly try but you will probably lose consciousness long before you ever-" Before Chrysalis could finish Twilight fired up her horn and slammed her backside down on her member three times in quick succession. "Guh!" Chrysalis gritted her teeth, fighting to keep control of herself. "Ah, ah haaahh...I see someone is trying to beat me in a game of stamina, go on then my little ero pony...try." Chrysalis bucked her hips, thrusting deep into Twilight.

"Ahhhh!!!" Twilight bit her tongue, trying to dull the sensation of Chrysalis's member making short work of her insides. "F-fine. First one to orgasm has too cook breakfast in the morning." Twilight lifted her rear into the air about half way up the shaft of Chrysalis's member and began to roll her hips in a downward fashion, giving her leverage. Chrysalis responded by wrapping tentacles around most of Twilight's body in an effort to slow her down. The Tentacles slowly wrapped themselves around Twilight's hips, neck and waist. Both slowing her humping down and massaging her body in an effort to bring her closer to orgasm.

"H-hey, that's cheating!" Twilight tried to ignore the sensations coming from Chrysalis's extra appendages but their persistence was beginning to wear her down. The tentacles on her ass where rubbing and squeezing, occasionally one would prod her anus in an attempt to enter. Luckily, Chrysalis had terrible aim and as long as she kept humping she wouldn't have to worry about being double penetrated. The other tentacles, while still rubbing weak-spots were there more to slow her down rather than arouse her.

"You are a thousand years too young to be beating me at my own game, Twilight Sparkle." Chrysalis tightened her grip on Twilight's waist, squeezing her until a pained look appeared on her face. As Twilight diverted her attention to the tentacle around her waist Chrysalis quickly wrapped her tongue around her horn, lifting her into the air and rolling her over.

"I applaud you overpowering me earlier but now that I know your limits I won't let it happen again." Chrysalis rolled on top of Twilight, held Twilight's neck in her mouth, lifted her hindquarters into the air and plunged her member as deep as she could into Twilight's sex.

Twilight gasped for air her back legs instinctively wrapping around Chrysalis's waist. Twilight tried to fight back, maybe tighten herself up or find an angle that wasn't as pleasurable but It was just as paralyzing as the first time Chrysalis inserted her member. Twilight wanted to win but she had nothing left to fight back with, the tentacles were already strong enough to hold her down and her insides being spread, eaten out and ravaged only took away from her remaining reserves of stamina.

"R-relax, it's only a little wager." Chrysalis slowly rocked her hips back and forth, occasionally pressing in harder than normal every few thrusts.

"Ah, ah I-I guess guess I lose. S-still nya, would have been n-nice to cum together..." Twilight wrapped her forelegs around Chrysalis's neck, bracing herself for the oncoming orgasm.

Chrysalis eyes met with Twilight's, she watched as they slowly rolled back, forming a dull lustful look on her face. I'll admit, I cheated a bit. I can block the chemicals that cause orgasm whenever I need to. No response, Twilight seemed entirely absorbed in the heat of the moment, bucking her hips into each thrust. If that's what you want, far be it from me to stop you. Chrysalis closed her eyes, imagining a dam inside her body. She imagined the shutters holding back a pink fluid to slowly open. As they opened however the pressure behind them was too much, breaking through and taking the dam itself with it.

"Nyyyaaaa!" Chrysalis broke out in a sweat. Her breathing became ragged and body began to tremble. No not yet! She just barely held back filling Twilight with her cum, slowing herself down to stem the flood of sensation.

Twilight looked down at Chrysalis, her eyes glazed over and spoke. "It's okay to cum in me...lets cum together..."

Chrysalis picked up her pace, slamming her member into Twilight's vagina as fast as she could. With each thrust she could feel ripples run across Twilight's flanks, a shock wave made by her insatiable lust. One of her tentacles finally found its way into Twilight's anus and slamming into her, spreading her wide as she screamed for release.

"Ahhhhhhh!, hh ha ha!My Butts on fire too!" Twilight arched her back, squeezing Chrysalis around her flanks and neck with all her might. "Fuck the life out of me!" She screamed, her vagina and rectum squeezing hard on Chrysalis's members.

Chrysalis obliged, slamming her member and tentacle into Twilight's vagina and anus as if she were a train piston. However something bothered her, Twilight should have came a dozen times already but laid there, her body easily taking her member as if she wasn't there at all. Chrysalis pressed her lips up against Twilight's neck, feeling for a pulse. This isn't good! both Twilight's heartbeat and pulse were erratic. Chrysalis lit up her horn and used her tentacles to scan over Twilight's body; the news wasn't exactly good. Twilight had a few fractured ribs, a fractured hip, her diaphragm wasn't pulling in enough oxygen and her oxytocin levels were though the roof. She has to orgasm now! If she doesn't I will have literally fucked her to death. Chrysalis looked for a solution and found it quickly. The venom she injected earlier may have increased Twilight's sexual receptiveness and stamina but it inadvertently blocked her ability to orgasm properly.

I guess I have to blow my load first, for her sake... Chrysalis sank her fangs into Twilight's neck, injecting the antidote for her venom into Twilight's blood stream. Keeping up her pace was having I'll effects on her body as well, the pounding she was giving Twilight's was bringing her just a few stokes from orgasm but at the same time she wanted to wait for Twilight to orgasm first. I...can't...hold out!

Chrysalis came, pumping her cum into Twilight so powerfully that it shot out in reverse, staining the sheets. Twilight also came, though her was far more violent that Chrysalis had anticipated. From what she could sense the oxytocin levels were staring to cause problems within Twilight, damaging cells, and causing her heart to beat erratically.

I don't like that way of extraction but... Chrysalis bit down on Twilight's neck and began to suck as if she were a vampony. Twilight's body continued to convulse and shake violently, her eyes glazed over in pure ecstasy as her body slowly came off its emotional high. Chrysalis slowly sucked out the love through the opening in Twilight's neck, injecting a canceling agent for oxytocin for each breath. Unbeknownst to her she had her member still deep inside Twilight, pumping streams of cum into her, completely unaware of the mess she was making on the bed.

After a few minutes Chrysalis finally removed her fangs from Twilight's neck and wiped her mouth, panting heavily. "I-I guess you win Twilight." Chrysalis pulled her now shrived member and tentacle from Twilight, splashing a combination of cum and vaginal juices all over the bed. Twilight moaning and twitching slightly as she pulled them out.

Twilight was breathing hard, her body aching all over. She slowly lifted her head and kissed Chrysalis on the nose. "I think I wore you out. I think I'm gonna be sore for awhile though."

"Ha! You wear me out? I could go another three hou...rrsss." The room began to spin, Chrysalis attempted to stabilize herself but lost balance and fell on her side next to Twilight.

"Are you okay?" Twilight asked as she rolled over and set her foreleg over Chrysalis.

"I...I'm not really good at bullshitting you am I. I'm absolutely drained, to think a weakened Alicorn had this much stamina." Chrysalis blushed in embarrassment.

"That's fine, no pony is perfect although, you do owe me breakfast now." Twilight wrapped her legs around Chrysalis's neck and kissed her deeply, batting around Chrysalis tongue as she tasted her greedily. After a few moments she broke the kiss and nuzzled Chrysalis. "I can't wait to see what you have prepared for tomorrow night."

Chrysalis smiled. "You sure you will be healed up by then?"

Twilight didn't reply, she had already drifted to sleep. "I'll be fine...just rest now."

Chrysalis nodded her head and lit up her horn, in seconds all the fluids on the bed where lifted up and tossed into a bin on the other side of the room. Chrysalis hugged Twilight and began to drift off to sleep herself.

I can't wait to see what tomorrow night holds either...my little ero pony...

Chapter IV: 'Brutal' Swarm Politics

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Chapter IV: 'Brutal' Swarm Politics

Twilight rolled over and groaned. Her internal clock said for her to get up, but the rest of her told her to stay in bed. The smell of something burning, however, managed to get her to open her eyes. She slowly opened her eyes and saw nothing but a flood of green; this wasn't her bed, she didn't own any green sheets or blankets. The only one that did own such things was much smaller than her; her assistant, Spike. Twilight began to sit up only for her body to creek and groan in protest. Her entire body felt as if boulders had been tied down to every inch of it and there was dull pain in her joints, as if she was suddenly in granny Smith's age bracket. What was worse is her nethers were sore and she couldn't remember why.

Did I masturbate too hard last night or? Twilight thought to herself as she looked around the room. Where am I?

She realized she was sitting in a large, green queen size bed. Just to her right was a pool of light blue bubbling water, it reminded her of a jacuzzi she had seen before ,but couldn't remember where. To her left stood a flat table that looked something like a surfboard on top, although upon further examination, it wouldn't be a board she would want to use, not if the leg shackles near the bottom were any indication of its usage.

Suddenly her head hurt and she had to catch herself from falling over in pain. Staring at that table brought back sensations of lust, followed by a feeling of satisfaction. "I didn't pull an Applejack and go home drunk with my legs around some strange colt's neck did I?" Twilight said to herself as she shook her head. Twilight looked down at her nethers, just staring at the table was making her wet with anticipation. Wow, whomever I went home with must have been good, I'm getting horny just thinking about something I don't entirely remember.

Twilight got out of bed and stared at it. It was certainly a very ornate bed, although her friend Rarity would gag from the color scheme. "I wonder who I went home...with?" Staring at the bed triggered another quick headache and a brief flashback of her nethers being spread wide and her screaming in lust for more. The blood rushed to Twilight's face and she could barely hold back the winking of her backside. "Wow, jeeze. I'm like a horndog today." Twilight had a sudden urge to hop back into bed at get herself off but resisted the temptation. Something else bothered her though, in the flashback whomever was satisfying her was a black mare or stallion with green eyes. Looking around the room at all the shades of black and green seemed to more more sense now. Color coding your room to your coat is a bit old school, but I can hardly blame him or her. I guess it doesn't matter though, whomever this colt or mare is they screwed me until I forgot about it.

Just thinking about the flashback made her body quiver with delight, a recurring sensation every time she thought about certain aspects of the room. The smell of something burning filled the air again, somepony was trying to cook something bread based and failing horribly at it.

"Oh, confound this contraption. Why do I keep burning her breakfast so badly?" Came a voice from the other side of a strange round bubbled domed door.

"Maybe you didn't grease the pan properly, your majesty?" A squeakier voice replied.

Your majesty? Twilight thought to herself. Did a prince or princess sweep me off my hooves last night? Twilight walked closer to the door and put her ear against it, immediately regretting doing so as the door slid open automatically.

Twilight quickly picked herself off the floor, composing herself ina royal manner."Oh, hello I um-" standing right across from Twilight was the Queen of Changelings, Chrysalis and a single changeling cohort carrying around ingredients on her back.

"You ruined the surprise Twilight, but I guess it wasn't much of one. I'm not exactly a good cook when it comes to pony food. You wouldn't be opposed to ordering out for Chinese for breakfast would you?" Chrysalis asked with a smile.

Twilight's mouth fell open. That flashback, was me...mating with her? Twilight stepped back only to have the room spin above her. Her eyes rolled into the back of her head and she collapsed on the floor, unconscious.

"Twilight!" Chrysalis charged over to the collapsed Alicorn, checking her vital signs with her hoof. "Don't just stand there, call a doctor drone!"

The changeling carrying the ingredients on her back saluted and flew out a nearby window, spilling pancake batter everywhere.

"Oh, I hope I wasn't too rough with her last night."

***

Twilight slowly opened her eyes only to immediately have a flood of memories come back to her like a tidal wave smashing into the shore. Everything from her agreement with Chrysalis to the incredibly hot sex they had the previous night was now crystal clear in her mind. Standing above her was a changeling that had a stethoscope on her chest and was speaking to her, but she didn't notice her lips move.

I want you to breathe deep, then hold it in for a moment, then exhale. The message was ringing in her head and not being vocalized by the drone.

Twilight nodded and did as instructed.

Very good, now. Can you speak to me with your mind like I am doing to you? The Drone asked with her thoughts.

Testing, one, two. Twilight thought, sending the message to the drone.

The drone nodded and smiled. "Well that was certainly unexpected, welcome to the swarm, Twilight Sparkle."

Twilight sat up but a hoof pushed her right back down. "You are not cleared to move yet. The venom worm has yet to finish it's job."

Twilight felt something squirm on her belly and removed the blanket. Sitting square in the middle of her solar plexus was a fat grub-looking creature that had burrowed under her skin and was sucking something out of her. "Ack!" Twilight flapped her wings and took to the air only to be quickly stallion-handled back into bed by half a dozen drones.

"Get this disgusting thing off of me!" Twilight yelled angrily.

"Calm down princess. That 'disgusting thing' as you so put it is removing a poison from your body." The doctor said.

"Wait, poison? I though Alicorns are immune to most poisons." Twilight said, trying not to look at the disgusting blob on her chest.

"Most of them, but the poison that was in you was accidentally injected. It's a kind of poison that removes your short term memories. Thankfully It didn't do that and only stopped your body from remembering them instead." The doctor poked the grub and it shivered.

"H-how long do I have to wear this thing?" Twilight asked.

"It should be less than an hour now at the most. Once it is done removing the poison it will seal up the entry wound, fall off and go about its business. However that is beside the point, my Queen you may enter."

The dome like door slid open and Queen Chrysalis walked in, her head low in shame.

"Tell me Twilight, when you look at our Queen what do you remember. What do you feel and can you tell what she is feeling?" The doctor asked.

Twilight stared into the downtrodden face of her once enemy. What do I remember... A minor pain in the side of Twilight's head made her close her eyes. It was another flashback, one of her promising to help the Queen of Changelings out with her own body, followed by fragmented memories of their bodies wrapped up in one another. Twilight opened her eyes and stared at Chrysalis.

"I remember making a deal with her. I also remember what happened last night, if only bits and pieces." Twilight smiled at Chrysalis and she returned the favor.

"What I feel is well...That's kind of private." Twilight adjusted her spot on the bed as to not show her wings, which at the moment were as stiff as concrete. Just look at me, just thinking of sex with Chrysalis is getting me off.

Some of the other changelings in the room blushed while others stared at Twilight in awe.

"Why is everyone staring at me?" Twilight asked.

"Our thoughts are as one, remember." The doctor drone said as he tried to hold back his blushing. "You inadvertently showed us what you did with our Queen last night. I mean it's not like the whole swarm doesn't know, but I think you may have gotten a few local drones off with those images." The doctor crossed her back legs and covered her backside with her tail.

"Oh...oh, my." Twilight's face went crimson red and she covered up her face under the blankets, just her eyes above the top of them.

"Ahem." Chrysalis cleared her throat. "The last part, can you read others minds?"

Twilight focused her eyes on the doctor. Her mind seemed to be filled with perverted imagery of Twilight and Chrysalis mating, followed by emotions of longing for such an event in her own life.

Twilight then set her eyes on Chrysalis. It was a bit difficult to discern her real emotions, thoughts seemed like an impossibility as it sounded like a crowd in her mind. After looking at chrysalis the real thoughts and emotions came to the surface over the low roar of the crowd in her head. At first it was a mixture or sadness and elation, then quickly followed by panic and worry about Twilight's well being.

"I see you can read my thoughts as well. This is both amazing and at the same time, terrifying." Chrysalis said.

Twilight could feel the trepidation within Chrysalis, as if a massive weight was settled on her back.

"Twilight, I worry for your safety now. I didn't expect you to be able to communicate with the swarm at this level so many years in advance." Chrysalis said solemnly. "Our emotional connection from last night essentially made you a swarm Queen in your own right. You now have about as much authority for swarm operation as one of my higher ranked drones, possibly even as much as myself."

"I don't get it. How?" Twilight asked.

"The swarm is far simpler than you imagined. Yes it has its own complexities, but at the very heart the being with the most power is most often Queen. Even in your weakened state you are still a match for me and this will cause a ripple effect throughout the swarm. Even now the news is being spread and I can almost bet that the drones that are used solely for command and mating will be having a meeting with me this afternoon."

Twilight didn't understand what Chrysalis meant so instead she read her thoughts, flashes of drones, some of them as large or larger than Chrysalis herself flashed in her mind. "I remember seeing those drones before. They were up there the day you hatched from your protective cocoon."

"Yes, well, not all of them. Brutalis and his armored division were not. He is one of the few that are not exactly fans of my new approach to gathering love for the swarm. He is a fan of a very old way of taking love from another being, one that I banned when I replaced the old Queen" Chrysalis explained.

"Rape." Twilight said, still reading Chrysalis's mind. Twilight noticed the other drones in the room wince at the mere mention of the word. Some of them backing away with thought's of fear on their minds.

"Yes, that. While it is still technically legal for my drones to use such tactics, it is only condoned if it is a life or death situation. However, most drones would gladly die of starvation long before they stoop to such acts. Make no mistake though, it still occasionally occurred in the swarm around the time of our invasion of Canterlot. We are not perfect." Chrysalis walked over and comforted one of her drones, which hummed a light buzzing tone in happiness as she stroked its mane.

"I understand. What is the punishment for such an act?" Twilight asked.

Chrysalis sighed. "Originally I wanted the punishment to be severe, such as banishment, but the other drones objected, stating the obvious lack of love they were getting sometimes instinctively triggered that behavior in them. They were right, that kind of brutal survival tactic is encoded in our very being. Some drones resist it while others fall to the temptation. After deliberation I decided that banishment to care-taking duties was in order. That they would guard or feed our little ones, this way they were at least moderately fed love. It even changed a few drones and they were eventually integrated back into the main swarm. I figured at worst the free love would suppress the behavior."

"That...seems kind of silly. Don't you have a jail?" Twilight asked.

"Wouldn't do any good if the drone decided to morph himself into a mouse or a mayfly and buzz off now would it?" Chrysalis said sarcastically.

"Good point. This Brutalis drone you talked about, what makes him a special case?" Twilight asked.

"As much as I hate to admit it, I need his DNA for strong solider drones. It disgusts me to my core that he hasn't died of old age already, but the fact remains that he is part of the swarm. He is arrogant, hard headed and as his names suggests, brutal. His crimes are many and I have lost the vote to execute him on many occasions." Chrysalis gritted her teeth in rage.

"Which are?" Twilight asked although in the pit of her stomach she already guessed the crimes.

Chrysalis sighed. "At the age of twelve he raped a middle aged dragoness to death. Since the old Queen condoned this kind of behavior he was not punished. Whenever he was hungry he raped again, often leaving his victims either dead or seriously injured. The old Queen saw in him the capacity for a powerful breeding solider and made him into one of her mating drones around the age of fifteen. By the time he was in his early twenties He had sired well over a thousand powerful solider drones."

"That sounds awful!" Twilight shook her head in disbelief. "Also a thousand children?"

"It was, he even raped and killed members of the worker caste when he got bored. However, his time was short lived. In one of his raids to get love from a local tribe of Zebra, the previous Queen was assassinated. I was born shortly after as the new Queen. Unlike my fore bearers, I figured subterfuge was a far better option than brute force."

"Let me guess, you banished him for his brutality?" Twilight asked.

"No, the other drones did that for me. The worker caste rose against him and banished him to guard duty in the dragon wastes. Shortly thereafter I made the swarm into a well oiled machine of gaining love by stealth rather than brute force." Chrysalis shook her head somberly. "However, it soon came to bear that we needed soldiers to protect the hive and Brutalis's genetics made for superb soldiers. I was forced to mate with him to keep the dragon-kin off our backs."

"This all sounds...complicated. Why not just train workers to be warriors?" Twilight asked, noting that worker drones are still the same size as most mares. "Also didn't you try and forcefully take love in the Canterlot attack?"

"Never underestimate the desperate. Originally we were hoping to take down the shield while you were trapped and insert many collectors into your society. Your untimely arrival with the real Cadence forced me to revert to old tactics."

"Well you know. You were kinda trying to take my brother away and all that, on top of taking over Canterlot" Twilight said.

"I get it, I made mistakes. As for your other question, each individual drone is genetically bred to be good at certain things. While you could use a worker drone for that purpose I would be throwing them to their deaths. I couldn't have the fruitless deaths of my own children on my conscience when an alternative was available."

One of the drones walked into the room and whispered in Chrysalis's ear.

"I will have to cut this short, I need you transported to your home immediately" Chrysalis demanded.

Twilight could feel the panic coming from Chrysalis but when she tried to dig deeper as to why she found herself blocked out. "What's wrong?"

"If those drones see you and me in the same room they could declare a mortal fight to the death between us. I am informed Brutalis will be on his way as well, this is for your own safety" Chrysalis said, her hair frazzling from her panic.

Twilight couldn't put her hoof on it, but there was something Chrysalis wasn't telling her. "I guess I'll just go home and wait for later tonight then? You sure you can't use my help? I am an experienced delegate after all."

Chrysalis shook her head, her mind practically screaming the word no over and over again.

"I am sorry Twilight, this is an internal affair. Please, for your own safety just teleport yourself home." Chrysalis looked pained, as if she wanted Twilight's help but didn't want to look weak in front of her drones.

Twilight nodded her head. "Okay then, but if you need my help you know where I am." Twilight got out of bed, but remembered there was the weird grub thing still attached to her chest. "Ummm doctor?" Twilight smiled meekly at the doctor from across the room.

"You are already healed, but this one likes you in particular. Just press lightly on his backside and he will get the idea." The drone pointed to a small black spike on the creatures rear end.

Twilight closed her eyes and pressed on the grubs backside. The grub looked up at Twilight with puppy dog eyes and reluctantly let go, sealing up the small wound it made with a strange silk like substance before landing on the floor and scuttling away into a nearby crate.

Twilight looked up at Chrysalis and stared at her or a moment. She was hiding something, something so frightening that even she was afraid of it. "If you need me , you know where I am." Twilight wanted to push her further for details, but it was out of her hooves; sometimes you can only help those that help themselves. Twilight closed her eyes and imagined her room. She focused her magic and although weak; was more than enough to travel small distances. The room glowed a bright lavender and in a flash of light she was on her way.

Chrysalis sighed and nodded at one of her drones. "If they judge me weaker, let me handle them. I don't want unnecessary casualties. If It's my time, I want to fight them myself and die with at least some dignity."

The other drones in the room nodded somberly, one of them hugging Chrysalis.

Best case scenario I kill off Brutalis and the less loyal members in the fight...worst case I die and leave the swarm to you, Twilight. You have already been as much as a Queen these past few years any any non-changeling could hope for.

***

Twilight paced about in her room, trying to decode the maze like puzzle she was getting from Chrysalis and the swarms collective mind. Something big was going to happen this evening and the constant emotion of fear on every changelings face was driving her up a wall; she simply had to figure out what it all meant.

"Okay, so, Chrysalis needed my love to cement her place as the hive Queen. I go to her place and we screw like rabbits for a bit, but now that I had sex with her I'm now connected with the hive mind and now a possible candidate for Queen somehow." Twilight stopped and rubbed her temples. "But me being a Queen candidate means she could be cast out and I would control the swarm. I mean, that would be great and all, making sure they basically never go out of control again, but that leaves Chrysalis...I dunno, under my command maybe?"

Twilight pulled another book off a nearby shelf in her personal library and flipped though the pages. After reading a short passage about ants she threw the book down in frustration. "It's the same answer in almost every hive situation with insects. One Queen must kill the other one." Twilight's heart sank. "That doesn't make sense though, if that were the case Chrysalis would have killed me the second she found out. I wasn't exactly in any condition to fight. She didn't even have to tell me any of this, she could have just killed me in my sleep and I would have never been the wiser."

Twilight paced about the room, trying to figure out what the hive was saying. Occasionally she would write down a code that came to her mind, but she couldn't make heads or tails what it meant. "I don't think I have the time to crack this, it just seems so...alien to me." Twilight picked up a book titled 'The Big Book Of Secret Codes' and skimmed through the pages. Nothing, not even a hint of what it could possibly mean.

"Who else do I know could possibly break this code..." Twilight laid on the floor, trying to come up with something when the buzzing outside intensified. "Something or someone important must be approaching." Twilight looked out the window to see a couple specks of gold in the distance approaching the tower.

"C'mon Twilight, think." Twilight racked her brain when a solution came to mind. "Luna, of course! She teaches ancient languages and probably still speaks a few extinct ones as well!" Twilight paused. "Oh wait, she will be cranky if I wake her up with an emergency call this early." Twilight looked out the window again. "Oh wait, it's sundown in Canterlot right now, I keep forgetting I'm in mountain time."

Twilight closed her eyes and began to search for a magical energy source. In her mind, three separate energy sources appeared the brightest; her own, Celestia's and then the slightly larger source being Luna. Twilight reached out with her mind and bumped into the larger blue power source.

"Luna? Are you there?" Twilight asked, her eyes closed shut.

"Twilight Sparkle? Tis been forever since I last heard from you. How have things been going for you?" Luna said enthusiastically.

"Well it's been..."

"Oh wait, if you are contacting me this way, then it must be dire. I must forgo the pleasantries Twilight, state your emergency." Luna said abruptly.

"Are you well versed in quick read telepathy Luna? This may take more time to explain than I actually have" Twilight said.

"Verily, thine is well" Luna caught herself. "Sorry, old habit of talking that way. Yes, I am one of the ponies that helped create this emergency channel. Didn't you know?" Luna asked.

"From what Celestia told me it will take another hundred years to read everything in the forbidden section of the library. Sadly, I only managed to barely skim it as the Archmage and not at all since my post here overlooking the swarm." Twilight replied.

"I await your message then." Luna sat down and closed her eyes.

Twilight breathed deep and began to funnel images, words and observations to Luna, as well as the code she had been writing down. The entire process felt worse than she remembered, as a unicorn it was taxing, but as an Alicorn it felt like she was lifting that mountain again. Twilight continued to push the messages though her horn until she felt the last bit of her magic draining away, she then fell to the floor, panting.

"S-so, what do you make of it, Luna?" Twilight asked, trying to compose herself and hide her discomfort.

Luna rubbed her hoof against her chin. "Absolutely devious, simple, but suited to counter your inquisitive yet over thinking nature perfectly."

"What is it? Please tell me Luna, there isn't much time" Twilight said as she looked out her window at another gold fleck quickly approaching the tower.

"It is upside-down, reverse Draconic with hints of pig Latin interspersed throughout. Like I said, she tailored this particular code to you. My guess is that you have been trying very complex code breaking techniques and coming up with empty hooves?" Luna asked.

Really!? How could I be so stupid! It's so simple even a potato could do it...

"Yes, thank you Luna, but I have some swarm spying to do. Talk to you later!" Twilight hastily hung up the mental connection and applied the corrections to listen in on the swarms thoughts. At first they were still scrambled, but as she applied what she had learned from Luna the voices slowly began to take form.

"Now to try and filter out all the drones buzzing around the tower and focus on Chrysalis herself." Twilight tried to focus on Chrysalis but found her mental defenses unbreakable. "I guess I need her permission for such things or she needs to know I'm looking in on her. Maybe..."

Twilight detected a servant drone in the same Room as Chrysalis, serving some of the gold armor clad drones cubed love that Canterlot had been synthesizing. "I can listen in though this drone." As Twilight listened in she closed her eyes and oddly enough, she could see through said drones eyes as well as hear the conversations going about in the room.

"This synthetic love is...interesting, my Queen. You said it was a gift from Canterlot?" One of the larger drones with a posh accent asked.

"Yes, it was actually Co-developed by Princess Twilight Sparkle as an alternate food source for the swarm. They are not as good as the real thing, lacking the subtleties of taking love from a live creature, but they have dropped the starvation rate to zero." Chrysalis said as she picked one of the cubes up and examined it.

"Ahh, I take it we have conquered Equestria then?" Another drone asked.

"No, Equestria as far as I can tell, are allies. They helped us out while I was in incubation, things like keeping the swarm under control, providing food and housing as well as clearing up all the waste in our homeland." Chrysalis replied.

"Good, then they are weak and vulnerable!" Said a deep, gruff voice that sounded like rocks in a blender when it spoke.

A exceptionally large and muscular drone clad in gold and platinum walked into Chrysalis's chambers. His eyes where gold with red pupils, his face was covered in war scars and his front legs where entirely out of proportion with his hind ones, something she only ever saw in ponies that did heavy lifting.

"Brutalis..." Chrysalis sneered.

"Oh, don't act that way my Queen, It's not like the only reason you lost last time is becuase you forgot to take me. It's not my fault you were captured and forced into a rebirth cycle becuase you refused to utilize my soldier drones properly." Brutalis walked up to one of the other drones. "And it's not my fault that you put Zephyr in charge of the rescue mission to get you back, ending in the execution of hundreds of drones at Maskia's bidding."

The drone Brutalis passed up growled furiously at the larger Brutalis but quickly quieted when Brutalis sent him a mean glare.

"I see you have only gathered up around half of the love required to cement your reborn form as our new Queen. That gives you what, two more days tops before you revert to an expendable groundling in terms of power?" Brutalis lifted a drink from one of the servant drones silver plates and downed it in a single gulp, tossing the glass back to the drone and shattering the entire platter.

"Such a shame that I will be the new King long before you become Queen." Brutalis had a grin on his face a mile wide, a ugly, sinister grin.

"Preposterous!" Chrysalis yelled angrily. "There is no such thing as a swarm king. Only designated drones have breeding rights within the swarm and intentional single gender brutes like you are on the bottom of the hierarchy." Chrysalis gritted her teeth. "Know your place, worm."

"Your threats are as empty as your reservoir of love. In fact, I have gathered nearly six hundred times as much as you have gathered in the time you have been out of commission. If memory serves, the one with the most power in the swarm is the one that rules." Brutalis closed his eyes and violent purple aura ran across his titanic body. Purple flames singed the fleshly chitin beneath him and the radiating power kicked up gusts of wind that brought other drones to their knees from the force.

"As you can plainly see, I have gathered enough power to rival you at your best" Brutalis said smugly.

He's right. That kind of power is more than what I could put out at my very best. Let alone what Chrysalis is currently capable of. Twilight thought as she watched the situation from the drones eyes.

"You are nothing to me, swine. Power you may have but you lack the control to use it properly. Even if your are strong, you know the rules of the swarm. I have two more days to gather the power required." Chrysalis watched Brutalis closely, a single drop of sweat rolling down her brow.

"That is adorable. You stick to your policies even though they are moot point. I'm sure you remember the golden rule set by your ancestor? The one with the power makes the rules, ring a bell?" Brutalis said as he smiled maniacally.

"I remember full well and you remember full well that a gladiatorial challenge of that nature has always ended with the challenging drone as a corpse. Drones far more powerful that you have died in the attempt." Chrysalis began to radiate power, a smaller green aura formed around her body. Powerful in its own right, but significantly smaller than the purple aura around Brutalis.

Either she has far greater focus and control or Brutalis is dwarfing her with raw power. Either way I must...

No Twilight Sparkle, you must not interfere with this contest until the absolute last possible moment. Twilight's thoughts were interrupted by the voice of Luna.

But how did you? From so far away? Twilight asked.

Me and my sister both felt his power all the way here in Canterlot. While it pales in comparison to our own it is still capable of killing you in your current state. If your teleport there now you will just be a hindrance to Chrysalis. See how the battle plays out first, no need to show your cards just yet.

But if Chrysalis dies- Twilight couldn't bear the thought, tears began to fall from her eyes.

Twilight, listen. The voice of Celestia rang in Twilight's head. I am well aware of what you did with Chrysalis last night and that you may have an emotional attachment to her but in your current state you are nothing to him. I am aware that you hold the possibility of becoming the next Queen of the swarm?

Yes, but-but. I don't want her to die...

You could hold out until the very last moment to save her. Then Luna and I will teleport to your location and complete your Alicorn metamorphosis forcefully by feeding our own power into you. You save her life and become a Queen in your own right.You will finally have the power to take your place among us Twilight...think about it.

Twilight's eyes narrowed. "You are not Celestia and Luna. Neither of them would possible exchange a life for power or ever order me to do such a thing. They know my personality far to well to do such a thing."

Shit, she knows. Send a thought to big B, he must know the location of his competition.

The messages in Twilight's mind fell silent. "I can't let her face this threat alone...I just hope I have the power to use That form." Twilight opened the window with her magic and took to the skies, flapping her wings furiously to reach the tower.

Can't waste any magic with a teleport, please Chrysalis, hold on.

***

The rest of the drones in the throne room stood silent. Some wanted to speak up in defense of Chrysalis but were too visibly shaken by Brutalis's power to raise an objection. On either side of the room where two creatures of immense power, on gifted with raw power, martial ability and endurance. The other gifted with a sharp mind, experience and magical potency.

"Obstinate as always my former Queen. You know full well fighting me in your current state is a death sentence" Brutalis said snidely.

"Because I full well know your personality, Brutalis. You leading the swarm will only end in the deaths of thousands of worker drones" Chrysalis snarled.

"That's why I will make you an offer. Become my personal slave and I will let you live. Imagine replacing all the worthless workers with an army of superior soldier drones. The swarm would never go hungry again." Brutalis lifted his leg up and flexed it menacingly. "We will rule the world with an iron hoof."

Chrysalis shook her head somberly. "Here we are, no longer hungry, with former enemies doing nothing but help and feed us while asking nothing in return. We are finally at peace and stable for the first time in centuries and here you are trying to start a war we cannot possibly win."

"As if, you struck down Celestia on your own and her worthless sister was nowhere to be found when you invaded. Their pitiful royal guard was quickly overwhelmed as well. Think about it Chrysalis, unlimited power could be ours. All you have to do is be my plaything when I ask, a small price to pay." Brutalis licked his lips. "I mean you do have one thing I like about you; that fantastic body. I could pound it for days and never grow tired."

"My answer is no, even moreso now that you think of me as little more than a sex toy. After I kill you I am discontinuing the soldier line, there are far easier and less vicious ways to get what the swarm needs; you are obsolete." Chrysalis pawed at the floor with her hoof and lowered her head to a charging position. "Enough talk, have at you!"

Brutalis charged Chrysalis, knocking back spectators with his massive wings. As he closed the distance to land the first blow he felt something grab around his back leg. Soon his entire world was turned upside-down as he was slammed though the floor and felt two razor sharp hooves slam into his chest as he landed in a small storage room below. Wasting no time Chrysalis charged up a blast from her horn and shot Brutalis point blank in the face.

Brutalis managed to form a thick shield with his eyebrow, adverting a lethal blow and bouncing the shot into a stack of crates behind him. Brutalis quickly counterattacked with a kick of his back legs the Chrysalis's midsection, sending her up into the air. He leaped after her, grabbing her around the waist and he attempted to pile drive her into the floor.

Chrysalis regained her breath that was knocked out of her and wrapped her back legs around Brutalis's sturdy neck, reversing the pile driver and flipping over, slamming Brutalis face first into the floor. Chrysalis tried to focus her magic to sprout blades on her legs, but Brutalis countered by kicking his back legs, flipping him over Chrysalis, grabbing her back legs on the way up. Brutalis sat on Chrysalis's back and locked his forelegs under her back legs and pulled back, putting Chrysalis into a Boston crab.

"Guh!" Chrysalis tried to pull her back legs to try and flip Brutalis off her, but found that her slower transformation speed and Brutalis's larger size were making it problematic to adjust her muscle mass.

"What's wrong? Can't handle a basic wrestling move?" Brutalis pulled back harder, making Chrysalis groan in pain when a strange smell assaulted his nostrils. "That smells familiar..." Brutalis smelled the air and slowly honed in on the smell. It was coming from Chrysalis's backside.

"Have you been mating?" Brutalis asked.

Chrysalis seized the pause in Brutalis's concentration and managed to fling him off her back with her hind legs. However, Brutalis countered midair by dragging Chrysalis with him, locking his hind-legs around her neck and grabbing her upside down in his forelegs, landing on the ground with herself positioned under his great girth.

"That smell brings back memories. I guess I can give you pleasure one more time before I kill you." Brutalis unhinged his jaw, his lower and upper mandible splitting apart.

Chrysalis tried to teleport away, but every time she tried to focus on a location Brutalis would squeeze her around her neck and waist, robbing her of her breath and breaking her concentration. She tried to angle fire stray bolts of magic at the roof to bounce them into his back, but found them lacking stopping power, all of them bouncing harmlessly off his thick chitin hide.

Brutalis's split mandible grew in size, gripping her around both thighs, slowly spreading them apart. A long black tongue pushed out from where Brutalis's mouth used to be and began to lick up and down Chrysalis's sex.

All the love you've obtained will be for naught. Once I penetrate you with my new technique I will quickly drain you of all the love you have acquired and eventually your life. Don't worry though, you will be to busy screaming in pleasure to even notice you're dying. Brutalis pushed up hard against Chrysalis's sex, wiggling his long tongue in an attempt to get inside Chrysalis.

"Fool, I will never let you get inside me. I would rather die first!" Chrysalis focused her powers, quickly trying to change her anatomy to close up her nethers when she felt it. Brutalis's tongue had slipped through and was already deep inside her, lashing about her walls and secreting some kind of cold fluid that she couldn't make hide nor hair of. No matter I'll just adjust my neathers and rip his tongue out! Chrysalis thought as she closed her eyes to focus, trying her hardest to ignore the lashing her insides were taking.

It quickly became apparent, however, that the secretions Brutalis made were blocking her from adjusting her anatomy. Not only that, but they were intensifying her sense of feeling in that area, each new thrust becoming more painful as she did her best to not enjoy Brutalis's lashings.

"Y-you have...Guh...adjusted your mating venom to counter m-me?" Chrysalis asked as she tried to conjure a spell, only to have her concentration broken by a quick thrust of Brutalis's tongue.

I have. It took years of alteration to find one that affects you, but I finally figured it out. Now if you would just stop resisting it, this could be a pleasurable way to die. Brutalis pushed his tongue deeper into Chrysalis until it pressed up against her cervix and vaginal walls, slowly making circles inside her with his tongue.

"Gaaaahhh!" Chrysalis threw her head back in a combination of ecstasy and pain. She grabbed around Brutalis's legs to break the hold but found that her strength was beginning to wane, something about his venom was magically sapping away her power. It was bad enough that he was physically stronger than her, but made worse by the fact that he was draining away all the love she had acquired from Twilight the previous night.

Chrysalis continued to pull at Brutalis's legs but to no avail. The lack of oxygen, the constant pounding her nethers were receiving and the power being sapped from her was too much. "Guh!, hah, hah Arrrggghhh!"

Weakens by only this? The main event hasn't even started yet...Brutalis formed a tube around where his tongue was and pushed it into Chrysalis's sex.

Chrysalis gasped as the tube penetrated her. The tube was vibrating at a frequency that was forcing her to orgasm over and over, each successive orgasm followed up immediately by Brutalis sucking large chunks of her remaining power from her. Chrysalis did everything in her power to break the death hold on her, but it was too much to bear, each orgasm was clouding her mind, making coming up with a plan nigh impossible. Her involuntary shaking kept her limbs weak and submissive to Brutalis and soon she found her love reserves gone, Brutalis was now slowly taking her life force away.

I'll give you one last time my former Queen, become my slave and I will spare your life. Just think about it, you could have unending pleasure as my slave and watch me turn the swarm into an all conquering force like it was destined to be. Brutalis smiled or it least it looked like a smile from Chrysalis's position. I will slow down my drain on you so you can give me a reply but know this; in your current state you only have a couple minutes before I suck you into a dried up prune of a corpse, so do be hasty. Brutalis slowed down his drain to a steady pace, allowing Chrysalis to reply.

Chrysalis's body stopped shaking and the constant orgasms subsided. Taking a few moments of panting to catch her breath she slowly looked down on Brutalis with gritted teeth. "Y-You...will..."

"Let her go, you monster!" A hail of purple energy bolts rained down upon Brutalis, slamming into him like cannon balls, creating a puff of purple smoke in their wake. However when the smoke cleared Brutalis was unharmed.

"That was just the start, the next one will be fatal." Twilight Sparkle stood in the room above, building power up around her horn for another shot.

"T-Twilight! Run you foal!" Chrysalis screamed.

"I won't let you die Chrissi. The swarm still needs you, Equestria still needs you." Tears were forming around Twilight's eyes, one of them running down her cheek. "I still need you..."

Glad I sensed that energy build up or that might have tickled. Brutalis's eyes focused on Twilight's wings. An Alicorn?! And a weak one at that? How do you know such a creature my former Queen?

Chrysalis refused to answer, instead she used some of her remaining strength to clamp her thighs around Brutalis's neck.

Cute, but pointless. You are still only a minute or two away from death. Even with the Alicorn attacking me you will still die. A massive ball of energy slammed into Brutalis's back, but bounced off and blew a hole in the wall behind him. Persistent little thing isn't she? Wait...her power seems...familiar. Brutalis fired a small beam from his horn, grazing Twilight on the tip of her wing, knocking a few feathers down to him. Brutalis then smelled the aroma from the feathers, a grin forming on his grotesque face.

That's interesting. She's the one that mated with you and gave you all that power and in a single night no less. A few spare bolts of magic bounced off Brutalis, but none of them so much as left a scorch mark on his thick armor. She's not a fully developed Alicorn either, her attack magic is only on par with you and she lacks a celestial connection, that explains the ordinary mane, meaning...

"Twilight! Run! Once he's done with me he's coming for you!" Chrysalis yelled.

"I can't leave you like this, I could never live with myself if you died here!" Twilight replied, rearing up and firing more bolts at Brutalis, but to no avail.

Oh the anticipation, above me is a creature just as strong as you but with nowhere near wisdom or ability to escape. A long white member began to poke out of Brutalis's neathers. As it slipped out it swelled to about the size of a full grown stallions leg with what looked like flexible hooks along the length of the shaft.

Allow me to introduce you to a weapon I use to drain mares dry in a matter of minutes. I was planning to use this on you but I figured it would have been painful for you and the opportunity didn't present itself. Her on the other hoof... Brutalis began to drool at the mere thought of taking Twilight down, his thoughts so vivid in fact that he was inadvertently beaming them to Chrysalis and Twilight both.

"No, that's horrible." Chrysalis could see Brutalis's plans for Twilight. Vivid images of Twilight being chained down with anti-magic bindings holding Twilight down as Brutalis pounded her backside, draining her until near death and then refusing to grant her that release. Images of her months ahead of time, begging for death every night only to be abused and left in pain and barely alive.

Oh and one last thing, my final plans for her.

Chrysalis's mind was flooded with new images. Images of Twilight making a Celestial connection, her hair turning a rainbow of shadow colors and breaking her bonds in the process. Chrysalis watched as Twilight took down her guards and made her way to escape only to be ambushed by Brutalis. She watched in horror as Brutalis easily over powered Twilight and locked his mandibles around her neck as he mounted her.

"What kind of sick freak are you?!" Twilight yelled, shaking her head to rid herself of the foul images.

I didn't know you could see it too, allow me to further demonstrate. Brutalis's voice ringed in Twilight's mind, flooding her with more images.

Images of her thrashing about, trying to break free as Brutalis raped her, quickly draining her of her new-found powers. With each new thrust her resistance became weaker and weaker until Brutalis had drained her of all her power. He then continued raping her,until Twilight finally died from exhaustion.

"You will do no such thing!" Chrysalis clamped her thighs hard around Brutalis's neck. I'm sorry Twilight but I couldn't die in peace knowing what he was going to do to you...for what it's worth I enjoyed our time together. Please look after my children for me will you?

"Chryssi, noooo!" Twilight screamed.

Chrysalis twisted her entire body with every ounce of strength she had left, snapping her own neck and Brutalis's at the same time with a sickening double crack. Brutalis let go and staggered back, his mandibles shattered and hanging on by a single strand of muscle. His head was entirely pointing the wrong direction and you could hear the wheezing sounds coming from his mouth as he desperately gasped for air. After a few moments of staggering back and forth,he collapsed on the floor and lay, unmoving.

Twilight felt two other presences pop in behind her but she was already in the air gliding down to where Chrysalis's body laid, also unmoving.

"Twilight Sparkle we got here as fast as we..." Luna was brandishing a large war scythe, but looked down into the pit where Twilight was cradling Chrysalis. "Are too late..."

Celestia lowered her own weapon, a massive maul with a sun on the side and stared into the pit below. "I can feel her sorrow from here dear sister...if only we could have teleported here, if only..." Luna put her hoof over Celestia's mouth and shook her head somberly.

"What is done is done my sister, the time for words and excuses has passed, this is the time of grieving."

Twilight held Chrysalis broken body in her forelegs, tears running from her eyes as she looked for any signs of life. "Why? Why did this have to happen? Why did you tell your children to not help you? Why didn't I have the power to aid you in your moment of need?" Twilight cradled Chrysalis's head in her arms, tears rolling down her cheeks and into her long emerald hair.

"It's not fair!" Twilight made a few sobbing gasps. "I could feel what you were feeling, fear, pain, the life being sucked from you...everything."

Celestia and Luna stood above, both of them contemplating their next move.

"Sister, you should console her. She's forgetting the first rule of being an Alicorn, not to let her emotions run rampant" Luna said as she wiped a tear from her eye.

"No, she's not a complete Alicorn yet. That shouldn't occur and even if it does we are both here to prevent it. Let here grieve, she needs this more than anypony right now" Celestia replied somberly as she watched her once pupil cry out in anguish for her lost friend.

Other drones began to migrate to the edge of the platform. Most of them deeply saddened by the loss, with the exception of the Solider drones Brutalis came with, they seemed more stoic and reserved, as if they lacked the capacity to feel regret or sadness altogether.

"The Queen has passed. I no longer feel her presence in the swarm, I am greatly saddened" one of the drones said as he watched Twilight cry. "I am even more saddened by how our new Queen is feeling. I can practically taste it in the air."

"Brutalis is"one of the soldier drones paused briefly "dead as well. I await Queen Twilight's orders."

"Queen Twilight?" Celestia asked. "But, how? She isn't a changeling."

"I am confused as well. On more than one thing. Why did you not intervene to save your Queens life? Why Is Twilight suddenly the new Queen?" Luna asked sternly, staring down at the drone.

"It's...complicated. When there is a creature with the swarms mental connection that has equal or greater power than the Queen's exists, the swarm goes into standby mode. Typically speaking either the equal pledges loyalty to the Queen, the Queen kills the equal or the equal challenges the Queen. In Twilight's case her connection was finalized the night she spent with Chrysalis, her own power making that last bit possible." The drone looked down into the pit.

"However, this particular event has never occurred, we have never had a creature born outside of the swarm become one of us. The Queen did not want to fight with her and more than half the swarm refused what the larger leaders wanted." The drone looked behind him at the larger gold plated drones.

"Leaders? But I thought-" Celestia said as she looked at the row of larger drones behind her.

"More than half of them wanted Twilight dead, but the Queen and every other low ranking drone that has lived in this colony over the last few years refused. They do not know her, they do not trust her." The drone growled angrily at his superiors, most of which paid him no mind.

One of the larger drones stepped forward. "This is swarm business, as per tradition others of her power or greater may challenge her for leadership rights in a fight to the death. As she is weaker than more than half of us, I will be the first to test her mettle."

Celestia gritted her teeth, her wings, tail, coat and mane setting on fire, rotating in hue's that would make the sun itself jealous. She lifted her hammer, now bathed in golden flames with a hot white sun on the end of the maul and a tail of fire dancing on the end above her head, resting it on her shoulder. "Over my dead body will you lay one hoof on her!"

Luna followed suit, quickly transforming herself into Nightmare Moon, her war scythe tearing up the ground as it radiated wild shadow magic all over its surface. "I concur, take one step forward and I will be dining on changeling sushi tonight."

Celestia turned to Luna. "Ewww.... I'm all for theatrics and everything, but meat? Seriously Luna?"

"Meat sound's good tonight...here I thought I would only suck the godlike powers from one Alicorn and now two more show up."

Twilight's ears shot up, her head soon followed as she watched Brutalis stand up, twisting his neck back into place with one stern push of his foreleg, his broken mandibles quickly healing.

"What are you fools waiting for? I won the fight, I am the new master of the swarm. Seize those two while I suck this spare no count dry." Brutalis stared at Twilight and Twilight stared at him, her mouth hung open in disbelief.

"The foul beast yet lives!" Luna shouted. Luna tried to dive into the hole, but found herself tackled from the side by one of the larger drones which she tossed aside like a rag-doll only to be assailed by two more.

Celestia was faring no better. While they were no match for her they were still preventing her from assisting Twilight.

"For the Queen! Protect Queen Twilight!" One of the smaller drones cried. Suddenly hundreds of worker drones swarmed into the room, breaking down a wall and slamming into six of the larger drones and slamming them though the opposing wall.

"Quickly! While we hold them off!" The drone shouted.

Luna jumped down into the pit, landing both back hooves firmly in Brutalis's face, sending him staggering back into some crates.

"You will takes the lives of no one else today, scum. Surrender now and I will endeavor to make your death as swift as possible." Luna watched Twilight in her peripheral vision. "What are you doing Twilight? Flee while you still can!" Luna lunged forward with her war scythe, locking it under one of Brutalis's leg plates and ripping it off as if it were merely glued on. Brutalis quickly countered with a punch aimed at Luna's waist which was blocked with the scythe shaft and countered immediately with a thunderous headbutt.

Twilight couldn't move. Her mind was racing a mile a minute trying to make sense of what was occurring. S-she died to save my life...she scarified herself to spare them the existence of that monster. Chrysalis...why did you have to leave me. What should I do... Twilight searched her emotions of what to do next when images began to flash in her head, images that were coming from Brutalis's mind. Images of him killing Luna and mortally wounding Celestia before sucking her dry; painfully, in the same way he envisioned killer her.

Her sorrow was disappearing, quickly being replaced by something else. Something she was warned by Luna and Celestia that she should never let out of control. Hatred, not just anger for the monster that she watched trade blows with Luna, but pure unbridled hatred. Every fiber of her being wanted him dead.

Use it on him, focus only on him and you will do fine. Finish him, don't let him hurt any other.

Twilight looked down at Chrysalis, the voice in her mind was of her, but she knew it was her own grief playing tricks on her. She still laid there, unmoving and not breathing. Her attention turned to Brutalis whom was handing Luna her generous black plot.

Brutalis's managed to counter block Luna into a corner, his forelegs firmly around her neck, his member only inches from penetrating her. "Once this is in you, it will all be over. Your death will be swift, I have MUCH more painful plans for the eldest of Alicorns." Brutali's moved in, his member no more than an inch from Luna's nethers when a bolt of deep shadow cut his member clean off, another larger one slamming into into his side, knocking him off Luna.

"Raaagghh....!" Brutalis rolled on the ground in agony, briefly spraying copious amounts of blood on the floor before he managed to seal up the wound.

The entire room turned the color of deepest night, with only a single spot of vivid lavender purple glowing in the center.

"No force of gods nor nature will stop me..from my vengeance!"

Chapter V:The Power Of Love

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Chapter V:The Power Of Love

Waves of deepest purple and black radiated from Twilight's body. Waves so heavy in power that they began shattering the wooden crates as well as some of the walls around her, leaving only the barest of structural supports still standing.

"Twilight!? No, you must not fall to your rage! Control your emotions!" Celestia yelled down at her.

Twilight glared at Celestia. "You have not right to tell me to calm down, not after you stood by idly while I picked up your pieces. When I am done turning this monster into a greasy smear on the ground, I will be back to put you in your place. Worm." A mass of raw magical energy rose from Twilight's back and into the room above. It then formed into something that looked like a battering ram.

"Uh-oh" Celestia said as the battering ram moved toward her.

Before Celestia could mount a defense, the battering ram struck her in the chest, sending her flying into the wall. Celestia's body slammed into the wall with such tremendous force that it made the entire tower lean in the direction of the impact. Celestia staggered to her feet, spitting blood from her mouth onto the floor. She raised her war maul to defend herself, but found it little more than a handle with a shattered stone head.

The blacksmiths in Canterlot are not going to like that and... Celestia noticed her reflection on the floor. Gone was her fiery red mane and sun yellow eyes, replaced with her normal rainbow hue mane and her light magenta eyes.

"Luna, don't say anything to her" Celestia yelled.

It is as I feared, she's sucking the magic out of everything she comes in contact with. Celestia thought as stared at her own reflection, her mane seeming a little less vibrant than before.

Sister, I can feel bits of my power leaving me. Is this Twilight's true power?

Luna's thoughts echoed in Celestia's mind. She is the element of magic after all. We need to prepare that last safety measure, just don't anger her while she fights with Brutalis. Celestia thought, straining to keep the telepathic link with Luna as even left over magic in the air was being absorbed by Twilight's new form.

Brutalis lifted himself from the floor, wiping off the blood from the stump where his erection used to be. "Miserable wretch, you know how much energy it's going to take to regrow that?"

"About this much right?" Twilight lowered her head, purple rings began to form around her horn, pulsing from the base to the tip. At the end of her horn a small purple ball of energy began to form.

"Cute, but we both know that last attack hit a soft spot. We both know you don't have anywhere near the magical power of the two sisters and you most certainly can't get through my armor." Brutalis gloated, a grin forming across his face.

"You think so?" Suddenly Twilight's mane and tail began to glow, changing from thier normal indigo stripes to something far more extravagant. Her mane and tail started as the blackest night, It somewhat was reminiscent of Luna's mane, but small swirls began to form, first in her mane then her tail.

T"You see, Celestia and Luna both said that in order to become a full fledged Alicorn, I must make a connection with a celestial object." Twilight stared at Luna "Luna here made a connection with the Moon and my former slacking mentor made a connection with the Sun. I however..." The swirls in Twilight's mane were now fully visible. Andromeda, Bode's, Mayall's Object, Hoag's Object and countless other galaxies still unnamed were appearing one by one in Twilight's mane and tail. "Made a connection with the universe itself."

A massive beam of purple energy surrounded by two smaller beams spiraling around the larger one fired from Twilight's horn. It quickly covered the distance of the room, ripping up bits of flooring before slamming chest first into Brutalis, blasting him through the tower walls and into the distance where it slammed him into the side of a cliff, exploding upon impact.

"Now that I have dealt with the big bad bug, I have some...pent up anger I need to deal with." Twilight leaped into the air and through the hole in the ceiling, landing a few meters away from the weakened Celestia.

"Listen to me Twilight, you must not let your emotions get the better of you! Remember what happened to Luna when she let her jealousy and rage get the better of her!" Celestia pleaded, barely able to keep herself standing under the weight of Twilight's power.

"Oh, I'm entirely in control in this form, well, mostly in control. You see, my thought process seems to have accelerated and now I see you for what you are" Twilight stated calmly as she approached Celestia.

"Twilight, enough of this! There is nothing to be gained by fighting with one another. Also, I can still feel the power of that bug you thought you eliminated" Luna yelled.

Twilight stopped, and turned her head around, her horn pulsating as she stared blankly at the wall. "So he is. However, according to my calculations he will still be a few minutes to dig himself out of the hole I put him in." Twilight turned her attention back to Celestia. "So, are you prepared for the beating you so deserve, my former mentor?"

Celestia gritted her teeth. "You're not going to try and kill me?"

Twilight let out a cold, terrifying laugh, a laugh so horrible that it even made Luna flinch. "Oh no, I never planned on killing you. I'm angry with you, but not to that point. I plan to give you a beating of a lifetime."

"But why? Have I ever wronged you?" Celestia asked.

Twilight gave Celestia a nasty sneer, curling her lips up in rage, baring her teeth. Before Celestia could react, Twilight had flown behind her, kicking her back legs out from underneath her and following up with a thunderous double kick to her chest. Celestia went flying, landing face first on the cold floor.

"Ghaa!" Celestia tucked her front legs into her chest. The pain was unlike anything she had ever experienced before. Her entire body was trembling, her chest felt as if her bones were ...broken? How, how can she hurt me this badly? She hasn't drained that much magical power from me and even if she did that doesn't counter my immortali- Celestia noticed a few strands of loose mane dangling in front of her face. "W-white? Why is my mane white?"

Celestia reached out with one of her front hooves, touching her mane to make sure what she was seeing was real. She immediately regretted it, however as the pain in her chest intensified the second she removed her hoof from them. "Ahh, w-what have you done to me Twilight?" Celestia yelled, some blood dripping from her mouth as she rolled on the floor in blinding pain.

"I noticed that as an Alicorn, pain receptors in the body do not work in the same way as with a mortal body. No, they seem to only relay information that is prudent to survival and little else. Very few things pose a threat to an Alicorn in this world so minor things like every day aches and pains do not even register." Twilight glided over to where Celestia laid and put her hoof on Celestia's chest, pressing down hard.

"Ahhhhh!" Celestia tried to push Twilight's hoof off her, but the combination of Twilight's physical strength and the blinding pain of her left lung being crushed sapped any fight she had in her.

"Twilight Sparkle!" Luna yelled as her war scythe flew by Twilight's face, wedging itself firmly in the wall to Twilight's left side. "You will cease your brutality and return my sister's powers or face my unbridled wrath." Luna scythe ripped the wall asunder and quickly flew to her side.

Twilight grinned. "You know Luna, you have never wronged me, but Celestia has wronged you in the past before. A thousand years on the moon is one hell of a punishment for her own ignorance of your feelings." Twilight turned to Luna and gazed at her. "If you wish to stand in my way, then I will have no choice but to strip you of your divinity."

"You can most certainly try, my power is very different from my sisters And I..I..." Luna blinked, her vision was going blurry. She tried to move but felt as if chains were holding her down. She looked down at her hooves and sure enough, there were pits of shadow on the floor beneath her hooves, holding her.

"Your power isn't that much different, yes, it's a bit more complicated to grab onto, but the source is still the same." Twilight walked up to Luna, her bonds holding her tight as they crept up her body. With a small puff of smoke she created a hand, it gently grabbed onto Luna's lower jaw, lifting her face up to meet her own.

Luna gazed into Twilight's eyes, it was like looking into the darkest night, except now there were far more than just stars. Galaxies both common and strange seemed to go on for ages within her pupils. Twilight's face inched ever closer to her own, she could practically feel her breath on her face. Luna thought to try and break free, maybe try and cut Twilight and break her of the spell her rage had put her under.

Maybe if I knock her out with the blunt side of my scythe- Luna raised her scythe into striking position, waitng for the moment when it was just outside Twilight's peripheral vision. Just a bit closer...

Twilight suddenly lunged forward, much to Luna's surprise it wasn't an attack, but Twilight locking lips with her and plunging her tongue deep into her mouth. At first she wanted to pull away, Celestia was in dire need of her powers back and she could almost feel her agony from where she was standing. The other side of her, however, resisted.

It has been so long since somepony kissed us this good, right Luna?

Her other side was right, Twilight was batting her tongue around forcefully like a hockey puck. She wanted to resist, but it just felt so good, everything from Twilight's scent to the taste of pure magic in her mouth was irresistible. It has been so long since we had a mare or stallion this powerful touch us...it feels amazing... Luna closed her eyes, she could feel Twilight's hoof caressing her neck. Then she felt something move out of her, it was a sudden rush of weakness, but a rush of weakness that was quickly replaced with lust, a lust that consumed her every thought.

Twilight finally broke the kiss, letting Luna inhale, but when Luna opened her eyes, they were staring off into the distance, as if she was in a trance. He mane no longer flowing with stars, but a muted light blue in color.

"W-what did you do to Luna? Why is she just standing there?" Celestia tried to pull herself up, but the pain kept her pinned to the floor.

"I wouldn't worry about her. I drained her of most of her powers so she can't break out of the combination of spells I put her under. A combination of the want it need it spell, unrelenting desire and unleashed emotions spell. Did you know that despite being the so called princess of the night, that she barely ever has any sexual encounters? I mean honestly, a powerful mare with a body like that could have whatever or whomever she wanted...so sad that she always puts her duty first, but I guess that is your doing." Twilight leaped into the landing front legs first into Celestia's back leg with a sickening crack.

"Gaaaaah!!!!" Celestia cried out, her body twitching in pain.

"Oh, did that hurt, that looked like it hurt." Twilight's horn glowed lifting Celestia into the air. "Let me tell you in more detail why I am giving you the punishment you deserve."

Twilight slugged Celestia in the face with her right hoof. "You left me out here all alone with little to no resources!"

Twilight punched Celestia in the stomach with a right hook. "You never visited, only ever asked for progress reports and even forbid my friends from visiting!"

Twilight lunged forward, landing a vicious headbutt on Celestia. "You ignored my feelings and worst of all..." Twilight picked Celestia up with both front legs and slammed her onto the floor. "You left me to pick up after your mistakes!"

Celestia laid on the floor, a broken heap, whimpering and crying, barely able to draw in breath.

"I want you to feel the pain I have been going through. I want you to feel the pain mortals have to live with every day, living our entire lives out in a blink of a celestial eye while you gloat from your castle, secure in the knowledge that you will never die or feel the pain they go through. In your most private moments I want you to remember, lay there and remember the pain you put others through" Twilight snorted, still seething with anger.

Celestia gasped for breath, moving her hoof to motion Twilight closer to her. Twilight hesitated for a moment, but got closer to her former mentor. "Y-you think I did, all those things to hurt you? I know it has been tough up h-here." Celestia coughed up some blood before continuing. "But, I never meant to hurt you. You needed to be strong and to learn how to bear the loneliness of immortality. So that you...can eventually replace...us."

Celestia reached out with one hoof and touched Twilight's horn. Twilight tried to move away, but seemed entirely frozen the second Celestia touched her horn.

"What are you doing?" Twilight asked, a bemused tone in her voice.

"S-showing you first hoof" Celestia replied.

Twilight tried to jerk away, but the images she saw lured her in like a hot pie at Apple Jack's ranch. A massive swarm of images entered her mind, images of lovers lost, dead friends and a lifetime, centuries of self imposed solitude followed by bursts of cheer and then more solitude. Her mind raced to try and make sense of everything she was seeing. Then flashes of the greatest joy Celestia had ever experienced, the return of her sister, Luna from her exile.

Twilight finally managed to break away from Celestia's touch. However, she noticed something different about her vision. It was blurry, something was obscuring it. Twilight reached up and felt something wet on her face. "Tears? Why, why am I crying?

"T-twilight, listen to me. I have made many mistakes in my life, have many regrets. I have lived a life of solitude because even with immortality, I still feel the pain of loss. You are feeling centuries of my sadness all at once. I know you feel as if I had wronged you , but know this; all I have done has been to make you stronger. To prepare you for both the pleasures and hardships you will face once your power comes full circle. I see now that my pushing you was too fast and too hard...for that I am truly sorry." Celestia closed her eyes, her body began to twitch and her breathing slowed to a near halt.

"No, what have I done!" Twilight lowered her horn, funneling Celestia's power back into her. "No, c'mon, I didn't mean to kill you!"

Celestia's mane slowly began to take on its signature rainbow hue, but Celestia herself lay there unmoving. Twilight probed her body with her horn, looking for any damage she could fix.

"H-how, how did I rupture her aorta?" Twilight quickly sealed up the tear in Celestia's artery, then tended to the rest of her body when a whoosh from behind caught her attention.

"I got here as soon as I could. My teleportation spell fizzed out and left me at the edge of the dragon wastes. There was some kind of-" Cadence stared at Twilight as she turned around. "Interference from a massive power source..." Cadence looked at Twilight's feet, quickly noticing Celestia's vivid rainbow tail.

"Celestia!" Cadence raced to her side, brushing aside Twilight. "What happened here, what is wrong with her. How did she get injuries this significant?"

Twilight hesitated for a moment, Cadence was one first ponies she ever made friends with. If I told her what I did, she may never speak to me ever again..then again I probably deserve it "I did this to her Cadence. I am the one that nearly killed Celestia."

Cadence turned to Twilight, a face contorted in both anger, grief and tears. "How, why...how could you do this to her?"

Twilight opened her mouth, but there were no words. Only the feeling that she had made a grave mistake. "I...was angry. I took out all my pent up frustrations on her." Twilight looked down on the broken heap that was once her mentor. "I...there is no excuse for what I have done."Twilight looked up at Cadence. "I will gladly accept any punishment you and Luna will give, just please; save her."

Cadence stepped forward, her body trembling with rage when she stopped, looking over Twilight, examining her as if she were a very detailed open book. "Twilight, every fiber of my being wants to hurt you, but there are more important things I must tend to. I also have a hunch as to what occurred here." Cadence turned away from Twilight and began to tend to Celestia's wounds. Then out of the corner of her eyes, she noticed what she thought was Queen Chrysalis or more accurately, her corpse. "I see you killed the changeling Queen in your anger as well?"

"No, actually now that you mention it. The creature that killed her should be digging his way out of the hole I put him in right about...now." Twilight fired a ball of energy from her horn, blowing open a hole in the wall.

The smoke cleared and Twilight could see the crumbled remains of the mountain she had blasted Brutalis into. "Come on now, hiding your weak power in order to fake your death will not work on me. I have yet to give you what you deserve, monster."

The rubble towards the top of the mountain began to tremble, bit by bit the rocks fell away to reveal a slightly battered, but far from beaten Brutalis.

"Upstart Alicorn bitch! I will rape you until you die and then mount you head where everyone can see it!" Brutalis, yelled, his eyes bloodshot with rage.

"You will die trying" Twilight replied.

Twilight swan dived out of the hole in the wall and into the open sky, she quickly spread her wings and charged toward Brutalis. The brute quickly fired off a volley of energy blasts from his horn, all of them breaking into smaller pellets as if he was firing a shotgun. In response, Twilight outstretched her right hoof and created a slender beam of purple energy. She then grabbed onto the middle of the beam with both hooves and began to spin it like a propeller, deflecting the small groups of pellets before they could hit her.

She then landed around thirty or so feet from Brutalis. She then moved her right hoof over the top of the purple beam, creating a star on the top, one much like her cutie mark. As she moved her hoof away from the top the beam began to take form. Five rings formed around the top of the staff, each one containing a gem of some kind on the inside of the hoop. One was a sapphire shamed like a balloon, the next a butterfly shaped kunzite, followed by lightning bolt made of ruby, a cintrine shaped like an apple and lastly am amethyst in the shape of a diamond.

"Isn't it a little bit too late to try and flatter me with jewelry? I'm still going to break your body and take your power for my own" Brutalis gloated. "I guess being an inferior female and all that you need shiny gems to compensate for your flaws."

"Coming from a serial rapist who thinks having domination over another is the only way to justify his existence. I think you are trying to compensate for being inadequate elsewhere" Twilight taunted, lowering her staff in an attempt to goad Brutalis into attacking first.

Brutalis lifted his right leg and began grunting. Strands of flesh and muscle began to twist and stretch upwards, forming a thick pole with serrated spikes on the back; like a reverse morning star. Then a long, thin white bone began to form at the front end at the top, slowly curving down and becoming wider at the top and thinner at the base.

"Typical brute, using a clumsy, skill-less weapon like an axe" Twilight said, raising her staff to guard.

"Says the fashion queen with the pitiful, overly ornate phallic symbol" Brutalis retorted.

"You're just jealous that I still have one and it is bigger than yours" Twilight retorted.

Brutalis licked his lips, drooling on the ground. "I like the changes to your body you know; far more seductive than that powerless form you had earlier. I am going to enjoy sucking the life from you." Brutalis lifted his axe above his head and swung down with all his might, setting the very air on fire as it came down.

Twilight jumped to the side, hitting the side of his axe with the end of her staff, she then parried the clumsy overstreched recovery swing of Brutalis, and landed a shallow cut across his breastplate, making him stagger back slightly.

"See what I mean, axes are clumsy, they are ungraceful, ugly and-" Twilgiht felt something burning on her chest. She looked down and found that there was a very shallow cut on her chest with some burned fur around the wound. However, as quickly as it had appeared, it began to seal up. Twilight looked up and noticed that Brutalis cut had already closed as well, though his looked as if it closed by muscle action and little else.

"Keep underestimating me, little pony princess and it will mean your head" Brutalis lifted his axe in front of him and beckoned Twilight to attack him. "I'm not above Necrophelia, just in case you wanted to know."

"Disgusting, disrespectful monster!!" Twilight gritted her teeth in rage. "I need to be careful? It is you that should tremble at my might! When I am done with you, you will feel the pain that you have inflicted on others a thousand fold!" Twilight rushed forward, swinging her staff in a large left arc when suddenly, Brutalis lowered his guard.

Is he stupid or just incredibly arrogant? Twilight thought to herself.

The end of the staff struck Brutalis in the chest, but this time it just created a few sparks as it slid harmlessly off his breastplate.

What?

Brutalis countered by swinging his axe upwards, knocking the staff out of the way, then charging in with his other hoof, turning it into a clawed hand of sorts just as he grabbed Twilight by the face, and tossed her hard to the right.

"Not enough girlie!" Brutalis shouted.

Twilight tried to right herself mid air, but just couldn't slow herself down enough with her wings outstretched. She slammed into the wall of one of the nearby homes, bringing the entire home down on her upon impact.

How? How is he suddenly so strong? Twilight lifted the rubble off of herself, shaking her head to remove the bits of plaster and dust in her mane. I don't get it, minutes ago I could destroy the moon itself if I wanted to, now I can barely stand up after that toss, but why?

Because you invoked the Elements of Harmony said a voice in the back of Twilight's mind.

Twilight knew that voice, it was the Alicorn half of her power. "Wait, what?"

If i had the time I could show you, but here is a large wall made of rainbow colors blocking me off from the rest of your body. Without my influence it seems that your- our celestial connection is weakening. It isn't perfect though, small amounts of my power are leaking through, though power that is not tainted by rage or enough to matter.

"How much do we have to work with here?" Twilight growled.

Next to none is my guess. The only thing keeping you alive right now is natural Alicorn healing power and that weapon you created.

Twilight looked down at the weapon she had made. Unconsciously she had made what looked like all the elements of harmony in weapon form.

"Are you going to stand and fight or will you beg for mercy? I swear that most of my sex slaves don't die...well, some of them anyways." Brutalis stepped forward, lifting his axe to guard again. Before he could attack, a drop of water fell on his nose distracting him slightly. "Rain? It hasn't rained here proper in centuries."

Twilight looked to the sky, there was nothing but a blanket of black clouds above them. At first she thought a storm had rolled in, but upon closer inspection she noticed some of the black was thousands of changelings; all of them working as one unit to round up the storm clouds. Not only that, but a few clouds with freezing sleet were in the mix as well, dropping ice cold water onto the battlefield. Some of them even looked ready to charge Brutalis himself, but were quickly stopped by some of his Brutalis'scohorts before they could intervene.

"Those are worker caste Changelings, ones loyal to you and the old Queen no doubt. " Brutalis watched as more changelings funneled in even more clouds to the mix, this time a few lightning clouds added to the mix. "What are they even doing up there? Oh well, it matters little to me. Once I am done raping the power from you and the other two Alicorns, I will deal with the wastes of space at my leisure."

Why the rain and the cold? It doesn't- Twilight stopped herself mid-thought and examined Brutalis closely. His axe seemed to be struggling to keep its shape. I forgot, changeling bodies don't hold their transformations under extreme temperatures...that's why they never attacked the crystal empire or further north; their bodies and magic do not handle cold well at all.

Twilight lunged forward with all her might. Brutalis lifted his axe to block the attack, but the moment Twilight's staff connected with Brutalis's axe leg, it shattered into pieces, as if made of glass. Twilight followed through with the rest of her swing, cleaving Brutalis along his chest just above the breastplate, breaking though the armor and cutting him deeply.

Brutalis jumped back in astonishment, copious amounts of blood dripping from his chest. "Wh-what sorcery is this? You couldn't even dent me a moment ago!"

You know a part of me wants to explain what is happening to him Twilight thought to herself.

No Twilight, very bad. You have read far too many books to know that hero/villian exposition and monologing ends poorly! The Alicorn part of her shouted angrily.

Fine. Geez, you're such a party pooper. I see why the bad guys do it though, really entertaining if it's done right.

Brutalis gritted his teeth, his muscles in his chest barely able to close the wound. He quickly formed another axe from the shattered one on his leg, though this one was much more ragged, full of holes and generally shabbier construction. He then lunged at Twilight, striking her staff and sending out sparks.

Twilight could feel a burning sensation on her right leg, another burn had appeared around the area she blocked with the staff. This time, however, it wasn't healing at all. It just sat there, lightly bleeding. She quickly turned her block into a counter-swing of her own, which was blocked by Brutalis bracing his axe with his other leg, though he was pushed back. He then quickly shifted his axe, letting the end of Twilight's staff slip through one of the holes. With a twist of his body, he flung Twilight over him with the extra leverage he had gained.

Twilight tried to use the momentum of Brutalis's throw against him, to try and swing off the staff and kick him square in the face. However, Brutalis was ready for the counter attack and dodged, Twilight's right back leg just grazing past his ear. Taking advantage of Twilight's miscalculation, he lifted his other leg to block Twilight's follow-up kick, then pushed forward with his head, slamming Twilight into the mud and locking his left mandibles over the thicker part of Twilight's right thigh.

Twilight realized her mistake immediately, pulling with all her might to break the grip around her thigh to little effect. She then tried kicking Brutalis in the eye, only to have him take it to the snout and hook her around the waist with his right foreleg, then slide his snout down by her neathers, locking his other mandible in place around her other thigh.

I'm done for, if I don't get out of this! Twilight thought. This was almost the exact position he used to steal the life force out of Chrysalis earlier, she had to break this hold or she would soon be dead.

"I know that look, that look of terror on your face. You know exactly what comes next." Brutalis stuck his tongue out, pushing it up against Twilight's sex and then licked upwards, slowly. Twilight tried to resist, kicking her legs and twisting her lower body in order to slow him down, maybe even slip out, but a quick punch to her stomach knocked the wind from her and pinned her lower body to the ground.

"Relax, I promise to drain you slowly, I promise to make it as painful as possible." Brutalis's tongue swelled in girth as he pressed it up against Twilight outer labia, pressing into her inner labia. Brutalis looked up into Twilight's eyes, her face pale with terror. "That's it, that's the look that drives me."

No! If he puts that in me, I'm done for! Twilight's horn lit up, pushing all her magic into her body in an attempt to increase her physical strength to break the death grip he had on her. Twilight began to twist her lower body in an attempt to gain leverage and possibly snap Brutalis's neck.

"Cute, but I do love a bit of fight in my prey" Brutalis sneered.

Just as Twilight had managed to twist Brutalis's head a few degrees left, she felt his tongue enter her body all at once. His tongue breached her inner labia, spreading her vaginal walls wide; painfully ramming into her cervix. At first her body was in shock, in shock of having such a large object penetrate her all at once. The shock subsided with haste however, and was replaced with something much worse; pain. Unimaginable pain, unlike Chrysalis's tongue from the other night, she could feel what she could only desrcibe as power sucking hooks that raked her insides, stripping away power and stamina. It hurt, it hurt so much that she felt like blacking out on the spot, just keeping conscious was going to be taxing, let alone finding a way to break the death grip.

"Does it hurt little Alicorn? Good, I want your last moments to be agonizing. I could feel the former Queens pain receptors firing off, like she was literally burning to death from the inside. Your death will be much worse than that." Brutalis began pulling his tongue out and then thrusting it back in with vigor.

If the pain from his tongue entering her was painful, it was nothing compared to when he started moving it. It felt as if somepony were burning her insides with a hot poker, but at the same time every inch of her insides felt like a dull buzz saw was grinding through her flesh. Just keeping oxygen in her lungs was becoming a chore, every part of her wanted to scream, but it hurt so much that she didn't think she even had the stanima reserves left for it Twilight's eyes began to glaze over and roll back into her sockets. Brutalis picked up his pace, Thrusting his tongue in faster, squeezing her hips against the ground so that she could find no relief or position to make it less painful.

"AHHHHgggg" Twilight screamed in agony, fresh streams of tears rolling down her cheeks, "No, not like this, I won't let it end like this!" Twilight thrashed about, twisting and turning her body, trying to kick or slip out. She fired what little magic reserves she had left, only to have them fruitlessly bounce off Brutalis's face as if they were marbles.

Brutalis did nothing at first to stop Twilight, the only change in his demeanor was a grin on his face as he slid a white tube into her vaginal opening, the very same tube he used to suck all the life force out of Chrysalis earlier.

Twilight leaned forward, letting go of her weapon and punched with all her might, hitting Brutalis square in the eye. Brutalis reacted by clamping down with his mandibles, sinking into Twilight's flesh. Twilight tried to punch Brutalis again, but it was too late; he had managed to get the tube inside her body. Twilight felt it, her body involuntarily orgasm, followed quickly by every last once of physical strength she had left in her leave all at once. She fell back, her body twitching and gasping for air and finally lost consciousness.

I guess this is how it all ends. Raped to death by a monster and sealing the fate of everyone; Luna, Celestia, Cadence, the swarm...and eventually the rest of Equestria. I will...see you soon Chrysalis. Twilight thought, as she ceased trying to resist death.

Not exactly. Twilight heard a voice, but it wasn't of her inner Alicorn, it was very close to Celestia's voice, but off pitch and a bit sharper.

We are all here with you, ready to lend you our power. Another voice said, this time it had the smallest hint of Luna's victorian accent.

Twilight opened her eyes. She could no longer feel the intense pain from before. She was floating inside some kind of pink gaseous void. She began to look around, behind her was a large transparent rainbow wall. On the other side some kind of green power was leeching small bits of the pink void through the cracks at the top and bottom, though the pink seemed to be instantly replaced at a much faster rate than the green stuff could take it.

"That wall is the only thing protecting you from certain death."

Twilight turned her head, the image of Celestia came into view as clouds of pink parted, though her image seemed distorted. It looked like Celestia, but with a flowing pink mane instead of the rainbow hue mane she was accustomed to.

"Sadly, our power cannot help you so long as that wall stands." Luna, or more accurately Luna's power stepped forward. Her features were somewhat of a combination of Nightmare moons and Luna's. Her mane was much darker, but her body had more weight to it, like Luna's did. Her horn was very thin and sharp, but her eyes lacked the cold piercing gaze of Nightmare moon.

"I get the wall is keeping me alive, but I'm as good as dead anyways. Brutalis will eventually tire of sexually toying with my body once he realizes the well is effectively dry. I couldn't even mount a defense once he put me in the same position he used to kill Chrysalis." Twilight lowered her head. "What's worse is once my body dies, the wall will most likely collapse and he will have all the Alicorns powers aside from Cadence. I want to believe she can win, but it looks hopeless, she's tough, but not really a fighter."

"You give up far too easily."

Twilight watched an image of herself, walk up behind Luna and Celestia's power. Though this version of herself was much different. She was taller than she remembered, her mane was absolutely extravagant; filled with countless galaxies both mundane and exotic. She was considerably thinner, though her horn was slightly more blunt than Celestia's. Not only that, but Twilight could feel just how much more powerful this avatar was. It was something she had felt before, when she attacked Celestia, however, this time it was far more docile; more focused than before.

"There is one other here that has come up with a plan to help you. Though her time in this world is limited." Twilight's power stepped aside, and a very faint green aura appeared, as it got closer Twilight could start to make out features. First, there was a horn of black that was smooth and crescent in shape, then soft green eyes, and lastly a spring green mane.

"Chrysalis!" Twilight moved to hug Chrysalis, but the former Queen shook her head, which oddly was just floating in the void without a body attached.

"I am planning on using the last of my power to issue order one hundred and one to the swarm. It's an order that effectively dismantles the Queens control of the swarm, this means your fight with Brutalis will become moot point."

"Wait, you're still alive to give such an order?" Twilight arched her head in confusion, she was most certainly sure Chrysalis had died.

"I am just barely holding on by a thread, Brutalis took most of my power and even most of the chemical energy keeping my body alive. As I speak, I have at most a few minutes of life left in me" Chrysalis explained somberly.

"Then there is still hope, send a message to Cadence, she can help heal you" Twilight explained excitedly.

Chrysalis sighed dejectedly. "No, even if cadence were to help me, it would take hours to get me up to the point where a mass communication wouldn't kill me. Brutalis may be many things, but entirely stupid isn't one of them. The second he feels my power coming back he will kill you and immediately move to finish me off."

"You can hide your-"

Chrysalis gave Twilight a sad glare and shook her head. "Even now, Brutalis is racking your body with unimaginable pain. If I hid my power he would either continue to rape you until you are nothing but an insane gibbering husk, kill you or worst case break through that wall and take all the power you have acquired for himself. In any case I could not live with myself knowing that you are in that kind of pain or will die because of my mistakes as a Queen."

Twilight walked toward Chrysalis and rubbed her head underneath Chrysalis's neck affectionately. "Please don't, there must be another way!"

Tears streamed down Chrysalis's cheeks, soaking Twilight's mane. "I am so sorry for what I have put you through. You didn't deserve to be tortured, isolated, raped or conned into my little games. No Twilight, I must do this, not only to save you, but the lives of every creature Brutalis will try and kill for more power."

Twilight stepped away, tears still flowing freely from her eyes. "But, but why? It's just not fair!" Twilight stomped her front left hoof onto the pink gas, sending a burst of power into the void below.

Chrysalis raised her head and smiled. "You and others should not have to suffer for events that were put into motion long before you were even born. Listen Twilight, the second I give the order the drones will no doubt attack Brutalis with full force, that said, you need to run away from this fight. The order I will give will have a massive effect on swarm behavior and may even trigger a civil war for control with some of the more powerful Changelings. Use my last gift to get away, and live Twilight, live long...for me."

The image of Chrysalis began to fade away from the neck up. Twilight lunged to give her one final embrace, but she was gone. The last remnants of her power used to save her from certain death.

Twilight opened her eyes only to have the pain from Brutalis attacking her come back full force. The beast had seemed to become more desperate in his attempts to drain her of all her power and was now holding her upside down in the air, his tongue lashing wildly inside her like a drill. Twilight looked around for anything to use as a weapon to free herself, but her staff was sitting on a rock some distance away. Twilight tried to use what little magic she could muster to bring the weapon to her, but it was just too much. How she was managing to stay conscious through this was beyond her at this point. Brutalis had gone even deeper into her body, so much so that his tongue had gotten past her cervix and was lashing around in her womb, desperately searching for the power it could not reach.

"Oh, you are awake? Typically I wait for my prey to wake up so they can feel me violate them, but in your case waiting wasn't an option." Brutalis pulled his tongue out of Twilight's vaginal tract, the mare screaming in pain as he did. "I want to ask you how you are hiding your power from me, or is the well all dried up?"

Twilight winced in pain, barely able to hold her head up to retort. "D-die in a fire you freak!"

"Wrong answer!" Brutalis's tongue swelled in size again, this time sprouting many more bristles all up and down its length. He then plunged the entire length and girth into Twilight all at once.

"Ahhhh!" Twilight screamed, if the pain was unimaginable before, then this was something that had no words to describe it. Her entire body went into convulsions, every muscle felt as if it had gone through a meat grinder, her breath left her lungs forcibly; so hard that she could even feel the blood rushing up from her throat. She coughed up a bit of blood, but most of it just mixed with the foam now coming from her mouth.

"Good, I broke your body and your spirit. However, one question still remains. Are you nothing more than a dried up husk, or is there power in you left to take?" Brutalis slowly pulled his tongue from Twilight's neathers, making sure to stop whenever he heard Twilight wince in pain or cry out. Just as Twilight thougth her suffering was over, he would plunge his entire tongue into her body; just for the amusement of hearing her scream in pain. He continued to do this a half dozen more times, until Twilight couldn't so much as move due to the pain.

"As much as I like to have my prey fight back, I would rather not have to chase you down." Brutalis lowered the tube into Twilight one more and drained away as much power as he could; as painfully as he could. Twilight's screams of agony so loud that they could be heard for miles around.

Twilight couldn't think, she knew she had to get up and get away somehow, but the pain was just too much. Every fiber of her being was in agony and refused to so much as move an inch. She just barely managed to even breathe in some air, let alone move. "K-kill me already you sadist. Spare me from staring at your ugly face."

I'm sorry Chrysalis, there's no way I can get away from him, not in my condition. Twilight thought.

"You know, I tire of this game. Let me show you something vivid. I'm correct in assuming you are connected to the hive mind, yes?" Brutalis stared at Twilight who tried her best to avoid eye contact. "It doesn't matter if there is no eye contact, I will show you both of them, by force."

Brutalis positioned himself above Twilight and lowered his head to meet her face, he then grabbed Twilight around the neck with his mandibles and stared into her eyes. "I love the look of a defeated female." Brutalis stared into Twilight's eyes, she tried to close them, but a painful squeeze from his mandibles made her think otherwise. Her eyes were listless, he could feel the convulsions from her body as her muscle system failed her.

"Good, then there won't be any struggle why I prepare, but first I need to show you what you're in for." Brutalis's horn lit up, and a green energy seeped into Twilight's eyes.

Twilight wanted to get away, but there was nothing lef in her to give. is this how I die? I'll never see my friends again, never have a foal of my own... I even failed generations I haven't even seen yet... Twilight closed her eyes, images of her friends being broken by Brutalis flooded her mind. Apple Jack bleeding out as she fought valiantly to protect her family, Pinkie Pie chained to a wall, her mane down as all the joy was drained from her. The next few images were even worse. Rarity made into a gangbang slave, Rainbow Dash being disembowled trying to escape and lastly Fluttershy; chained and trembling helplessly in a corner as Zecora and her duaghter were brutalized.

"Ahh good, now you know what I plan to do. It's been fun little Alicorn, well for me, not for you." Brutalis let go of Twilight and she fell to the ground with a thud. He then positioned himself over Twilight and grunted, beads of sweat rolling down his dark chitin. Something large began to peak out from where his penis used to be, a large red object easily he width of Twilight's body.

Twilight watched as this ... obvious penis object moved out from his body. It was red and had what looked like reverse spikes down its girth. There were even what looked like very muscular straps around the base, most likely they were they to make sure whoever he was violating had no possible chance of escape and judging by its structure; survival either.

"This is specifically used to break female dragons in and take all of thier power for myself. If there is any power you're somehow hiding in your body, this will push it out of you, oh and kill you, definitely kill you." Brutalis put one leg over Twilight's neck and lowered his girth to land the killing blow.

Twilight could see into Brutalis's mind. He was lying, he had never used this so called dragon killer on a dragon before. She saw what looked like faded images of all his victime he had ever used it on. All mares, all of them dying it the most horrible way imaginable. However, one stood out, a memory of his most recent victim. A green coated mare with blond curly hair. Twilight watched this memory, her body bulging as the great girth entered her, breaking bones, ripping through her body but what made it worse is...she didn't die, not instantly. Her body hung there, impaled. Some kind of purple secretion kept her alive, despite that much damage being enough to easily kill any creature; let alone an earth pony. Also, there was some kind of light blue energy flowing off the mare as her body was ravaged, a strange energy Twilight had never seen before.

"It's a soul Twilight. You will spend an eternity inside me, your very soul will be my plaything." Brutalis lowered himself to penetrate Twilight when a large flash of black kicked Brutalis right in the eye, sending him staggering backward, howling in pain.

Twilight looked to her right, standing next to her in a defensive position was the foreman she talked with every day for the past four years. "I'm sorry it took so long, my Queen. I had to kill all of Brutalis's cohorts and then pointlessly try and talk the rest of the swarm into helping you. Most wouldn't budge out of fear and consequences of breaking the rules."

"I- if you fight him, y-you will die." Twilight motioned for the foreman to leave, but he stood his ground, refusing to budge. "W-why?"

"look above you my Queen and find out why." The forman motioned toward the sky behind them.

Twilight rolled onto her side and looked up. The entire sky was pitch black with changelings, all of them members of the community she had started.

"Twilight, you have done so much for creatures that just a few short years ago, wouldn't even look at or try to understand. You fed us, told us how to work together, think for ourselves, how to love and how to make friends instead of enemies."

Brutalis growled at the foreman, still recovering from his injury. "I will eat your bones."

"Twilight, all of us here in this community are your friends. Friends to the very end" The foreman walked toward Brutalis, clearly ready to fight him, but stopped short to look back at Twilight. "The very end, whatever it may be." The forman charged forward, but was quickly batted aside as if insignificant. However, before Brutalis could take another step forward, a wave of changelings washed over him like a tidal wave of black. Thousand of changelings, all kicking, biting, firing bolts of magic. Brutalis was struggling even to move as wave after wave hit him.

Twilight laid there, astonished. However, as she watched the changelings getting the better of Brutalis images flashed into her mind of all the things she had done while posted here. Images of the first birthday party she had thrown for one of the workers, much to his confusion as to what a birthday was. Images of her helping the first live changeling birth in centuries, images of her teaching young changelings math, language and arts. There were even images of her getting wasted off of cider with the foreman after the first houses were complete.

"I was never really alone, I was just so blinded by my duty to realize it till now." Tears began running down Twilight's cheeks, but not tears of pain. As the images of all she had accomplished flooded her mind, the pain was gone; replaced with tears of joy and pride.

"I must help my...friends." Twilight tried to stand up, but her body just would not cooperate with her, When suddenly, she felt a rush of power; as if she could suddenly lift a thousand mountains with ease. Twilight felt the clang of metal and wood land next to her, she looked up to find the weapon she had made earlier standing upright next to her. It was radiating a rainbow light; the light of the Elements of Harmony.

Twilight stood up and grabbed the staff. Instantly, all her fatigue melted away, there was no longer any pain and there was something else. She could feel the wall that had protected her life from Brutalis shatter, allowing all her power to flow. Flooding her with the power of Luna, Celestia, her own connection with the universe and the smallest tinge of changeling power; a gift left to her by the late Chrysalis.

"Get off of me, you fleas!" Brutalis yelled, soon followed by a blast of purple power, throwing off all the changelings that had attacked him. "Insignificant whelps! I will suck you all dry!"

"You will never harm another creature so long as I breathe." Twilight lowered her staff and pointed it at Brutalis. "Everyone, I need you all to vacate the area. I don't want any harm to come to my friends while I wipe this monsters existence from our world."

The changelings all looked at one another, then nodded. The foreman flew to the front of the pack and called out to Twilight. "If you need us, we will be in the sky as an insurance policy." The swarm took to the sky, carrying along any injured to safety.

"Ha! So you were somehow blocking me from getting to your power. Also, friends? Really? Worker caste are all brainless buffoons that only eat, sleep and work. Any 'friendship' they offer is just a ruse to get free love from you." Brutalis turned his attention to the fleeing cloud of workers that had attacked them. "That said, this is a good thing. I'll kill all your help and then I suck you dry...slowly. You will beg me for death and I will deny you, but first-" Brutalis opened his mouth and a faint red ball formed at the back of his throat.

He's planning on firing an energy bomb at them!

Twilight leaped into the air, moving faster than she ever thought possible. "I can't, I won't let you kill anyone else!" Twilight intercepted Brutalis's attack at near point blank range, the attack hitting her square in the face. The resulting explosion could be heard for miles around and was brighter than the brightest day. It threw thousands of pounds of debris into the air and covered what was left of the changeling town in a thick, dusty haze.

"What? No! All that power and I blew it!" Brutalis stood there, staring into the smoke. "Great, now I don't get even get a corpse to toy with." Brualis stared into the haze, but there was no movement, only the clatter of falling debris kicking up more dust and dirt. "Oh well, I can still suck the other two Alicorns dry at my leisure."

"I said you will never hurt another creature didn't I?"

Brutalis frantically looked around, trying to find the source of the voice he heard. "Impossible, not even the former Queen at full power could have taken a blow like that and still be alive. Then again, I guess I should be happy, I still get to have the meal of the century if you still yet live. You're bound to be hurting from that attack at the very least."

Brutalis continued to look around, but couldn't see so much as an inch in front of his face. "Why the hiding? Surely you want to get this over with?"

"I do" Twilight said.

Brutalis turned his head to find Twilight hovering in front of him, a vibrant aura of rainbow, shadows, twilight and fire enveloping her entire body. He lunged at Twilight, managing to grab her by her back right leg, he then opened his mandibles into a locking position and dived for her waist in an attempt to put her in a death hold again.

"Not this time!" Twilight kicked Brutalis in the chest, her kick landing with such force that it made a sonic boom as it moved and an explosion when it connected. Brutalis flew back from the impact, landing on the ground some hundred feet away. The ground itself parted ways like water as he landed, his body dragging in the dirt, knocking up mounds on either side of him as he slid to a halt.

Brutalis stood up, but there was a sharp pain where his right front leg used to me. He looked down to find most of it missing, completely torn off seventy percent of the way up the shoulder, the stump was bleeding profusely, but he quickly closed the wound after some concentration. He looked up to find that what was his front right leg was still firmly grabbing onto Twilight's leg. Upon closer examination ,however, he noticed that Twilight had a cut above her right eye that was also bleeding profusely. "Not exactly tit for tat, but I can regrow limbs with ease, every wound I inflict on you is permanent."

Twilight mostly ignored Brutalis's ramblings. However, she noticed an anomaly that she hadn't before, she could feel very tiny bits of her power being sapped away just from the mere touch of what was left of Brutali's right leg. Even after being entirely severed from his body, it still held on with an iron grip.

It's not magical power it saps with a touch, but physical. This explains why Chrysalis failed to break his grip. His combat expertise and powers are all based on contact and body locks, like some kind of weird combination of pro wrestler and lamprey Twilight thougth to herself.

She stared at Brutalis, trying to think of a way to destroy him from range. She felt something warm drenching her mane and flowing around her eye. When she reached up and touched it, she knew exactly what it was, blood; her own blood. That was one of the most powerful barriers I have ever created and yet here I am bleeding from the impact and the explosion itself didn't so much as dent him. yes he's missing a leg, but... Twilight shook her right leg, but the grip from Brutalis's severed limb would just not relent. "I wonder..." Twilight fired a beam of pure magic from her horn, striking the leg towards the middle.

The leg seemed to swell up, but then set on fire, breaking its grip and falling to the ground. Within moments it was little more than a pile of ash. This explains so much. His body has storage mediums for magical power all over, but they must be concentrated at his core elsewhere in his body. As far as she could remember this was nothing like how a changeling absorbs love, they take it in and spread it around the whole body, not centralizing it in any given spot.

He absorbs power through his tongue, mouth and sexual appendages, which means that his power must be in his- Twilight remembered when she managed to break through his armor earlier on and how quickly his body reacted to closing the wound and re armoring it as quickly as possible.

"It's in your chest isn't it?" Twilight asked aloud.

"What's in my chest?" Brutalis asked back.

"Don't play dumb with me, where you store the power you consume...and the souls of the lives you have taken" Twilight growled.

"Why don't you come closer. Maybe you can track it down while I rip that wonderful power from your body" Brutalis retorted, beckoning her over with his still functioning foreleg.

It must be his chest, same goes for his brain as well. That would explain why snapping his neck didn't kill him earlier. Twilight examined Brutalis further, every part of his body was moderately armored except that his waist had little to no armor on it and his broad chest was many times thicker than the rest of his armor. It was almost genius in its simplicity, he could lose limbs, his head and many other body parts and still fight. The blood flow around the brain must have a closed circuit with the heart as well, which would explain why blood loss didn't seem to phase him in the least.

"Are we going to finish this or do you want to continue daydreaming? I can entertain myself with a worker drone or two while you sort things out if you want" Brutalis taunted, staring off into the cloud of workers in the distance.

It all makes sense now, he made his entire body magic resistant, filling it with dense metals and magic absorpbtion of all kinds and he goads his enemies into close combat with him. He then intentionally lets them attack him close range and even injures himself just to get a grab. He then locks them in any way he can and his body drains their ability to fight back over an extended amount of time. Twilight rubbed the wound on her head, the bleeding had stopped, but the fact was that Brutalis was right, a prolonged fight with him at close range was a death sentence. His body is perfectly suited to physically overpowering his prey, all it took was a single mistake and her life would end.

"You know, I think I have had enough of you. If it's a brawl you want, then it's a brawl you shall have!" Twilight stated triumphantly.

"Good, my favorite kind of battle!" Brutalis grunted, and a whole new armored limb sprouted where the stump used to be.

Foreman, get as high into the air as you possibly can. I don't know if the explosion I'm going to create will hurt you, so it's best to stay away. Twilight sent out a thought and waiting, it seemed the foreman got the message and his cloud of changelings ascended higher into the sky.

"You know I can hear you right? I have the same connection to the swarm that you do. You saw what explosions do to me, literally nothing. I had an entire mountain top fall on me after taking your first blast and not so much a dent. Be it far from me if you have a death sentence though." Brutalis kicked his back left leg into the ground, knocking up dirt and dust then lowering his head into a charging position.

Twilight held out the staff like a lance and began pouring every last bit of power she had into the head. I pray that the elements of harmoy protect me, otherwise this is suicide. The staff hummed and began firing beams of rainbow light from all the jewels in the head. The very earth itself was cracking beneath her power. "No matter what happens, this ends now!"

Twilight charged forward and Brutalis followed suit. The ground beneath Brutalis set ablaze as he ran toward Twilight; his tongue extended in preparation for his meal. As Twilight charged forward the ground itself was being torn up by the power radiating from the staff, making waves of earth on either side.

Just mere moments before impact, Twilight tripped on the shaft of the staff and slid underneath Brutalis back first, seizing the opportunity for an easy kill Brutalis reared up and slammed both forelegs into Twilight's back legs; her legs making a sickening crack followed by a yelp of pain from Twilight.

"Checkmate Princess!" Brutalis yelled triumphantly, his tongue hanging out and ready to feast.

"Exactly!" Twilight pressed the head of the staff into his belly, just below where his rib cage should have been and slightly under his chest armor. Twilight closed her eyes and braced herself. The staff let off a few sparks of power and then detonated.

I'm sorry everyone, this is the only way... Twilight thought as the power within the staff enveloped both her and Brutalis. The explosion wake spread out for miles in every direction and as tall as Chrysalis tower. The blast wave alone leveled entire mountains and even wiped some of the local volcanos clean from the face of Equestria.

Twilight just kept her eyes closed, oddly enough, death didn't hurt. Not nearly as much as she expected it to. She remembered how painful the one time she nearly died years ago felt like and it was nothing like this. It felt as if she was floating in a void of infinite power and light. Light so powerful that it was nearly blinding; even through her eyelids. Oddly, there was no sounds, she wasn't sure if she had already died or the explosion made her deaf, either way it didn't matter. She had avenged not only Chrysalis, but every creature Brutalis had ever killed and for that she was glad to end her journey there.

Except, it didn't feel like an end. There was no pain, her soul certainly hadn't passed into the afterlife. There was no sounds of an ocean, or death itself poking her to get her to wake up. Only silence and something else; she could feel the wind on her coat and the smallest hint of sulfur in the air that was always present in the town. She could even hear some of the bubbling from the hot springs in the distance.

This isn't right, by all accounts I should be dead. Twilight thought to herself.

Twilight opened her eyes, directly above her was a clear blue sky, only potmarked by a few stray rain clouds from earlier. She slowly sat up and looked around. The entire town had been atomized there was nothing but a massive crater as far as she could see, even the tower in the distance was leaning up against a mountainside which she surmised was the only thing keeping it standing. Oddly, there wasn't even any pain in her back legs either, apparently the Elements of Harmory took care of that injury as well.

Whatever was left of Brutalis was nothing more than a memory. Then she heard it, something landed behind her with a thunderous clang. Jumping up, she quickly turned to defend herself, only to find that it was merely what was left of Brutalis, a single, mangled breastplate. Twilight approached what was left of Brutalis with caution; she had no idea of his regenerative capability and this may even be a backup vessel for reincarnation; much like how Chrysalis reverted to an egg to save her own life years before.

Twilight examined the plate and found a gem glowing toward the middle of the upright hunk of metal. As she got closer she noticed with was green in color and seemed to have very small bits of flesh pulsating around it. That's ...a soul storage medium? Twilight remembered large gems of the same kind back in Maskia's fortress years ago of which they used to extract souls.

"If they can extract souls, then they can possibly store them as well." Twilight watched the gem pulsate, little bits of flesh began to cover the outer edges, albeit at a snails pace. "No, there will be no rebirth for you, monster!" Twilight turned on the spot and kicked the center of the gem with all she could muster.

The gem cracked and then fell into a million little pieces. Quickly followed by what she could have sworn was Brutalis howling in agony. That wasn't the only effect, however the ground beneath her spread out in a light blue circle the size of a hoofball field. At First twilight put a barrier around herself , fearing a possible attack or failsafe, but it never came. Instead, light blue transparent ponies, griffons, dragons and all manner of creatures both exotic and mundane began to float up into the sky.

"Souls?" Twilgiht asked herself, reaching out to touch on of them out of curiosity. Her hoof went right on through the griffon she reached out to, but it felt warm, not in a temperature manner, but like it was pure concentrated joy. The rest of the air around her felt the same way, as if all these creatures were overjoyed to finally be free. One of the souls tapped Twilight on the shoulder. Twilight turned around to find a filly, no more than seven or so years of age holding a stuffed bear under her right leg.

Next to her was a mare with a green coat and blonde mane. "I don't know who you are, but you have saved us from an eternity of suffering. Me and my daughter may have lost our lives to that monster, but you set things right and for that, I am eternally grateful. Please, may I know the name of our savior?"

"Twilight, Twilight Sparkle." Twilight beamed, tears running down her eyes.

"We all owe you a debt we can never repay...wait. I think I know how..." The mare and her daughter flew into the sky, other souls congregating around them as they disappeared.

"I wonder what she meant by that?" Twilight stared off, losing herself in all the joy in the air when she noticed the tower leaning against the mountainside and snapped back to her senses. "Crap, I forgot to check how Cadence was doing!"

Twilight took to the skies, flying as fast as she possibly could, the fear that she may have injured or killed Luna, Celestia or Cadence by accident making her push her wings harder than she had ever pushed them before. Within seconds she could see the room she had left Cadence, Luna, Celestia and the late Chrysalis. She landed and screeched to a halt, frantically searching for her friends.

"Cadence? Cadence where are you?" Twilight called out.

"Twilight, down here!" The voice of Cadence called from the hole in the floor.

Twilight rushed to the hole in the floor and jumped down into it, spreading her wings to glide and landing just to the right of a bunch of broken wooden crates.

"Where are you, I can't see you." Twilight noticed a wall that seemed oddly undamaged considering all the fighting that had been going on, it looked incredibly out of place compared to all the other damage in the tower.

"Cadence, you really need to work on your illusion spells" Twilight said, pointing at the wall.

"Are you...yourself Twilight?" Cadence stepped forward, the wall illusion she had put up fading behind her the second she walked through.

Twilight's ears folded back, she had forgotten all the horrible things she had done after she transformed. "I'm...I'll never know if I can go back to being normal. N-not after what I have done."

"You are far too harsh on yourself, Twilight." A ball of light illuminated a dark corner where the illusion wall had been, revealing Celestia, Luna still in a stupor and Queen Chrysalis's body.

Celestia stood up, her rainbow hue mane just starting to come back. She walked right up to Twilight and embraced her in a hug, much to Twilights surprise. "I forgive you, I too know the pain of loss and this being your first time experiencing it for yourself; and under such dire circumstances. I expected your reaction to be that terrible. That's why when you started to drain my power from me, I placed something inside you, a spell I kept sealed away in myself for eons. A spell I made from the Elements of Harmony themselves, in case Luna ever had a serious relapse."

Twilight stepped back, her ears still folded back. "Here I was all angry with you when I transformed, and you saved me from myself...and my life."

"While I was unconscious, my power kept me informed on what was going on." Celestia lowered her head to nuzzle Twilight. "There is much healing we all need to go though after this; healing and mourning." Celestia looked back at Chrysalis's lifeless body, shaking her head somberly. "I am sorry Twilight, but she's been cold for a while now. Cadence tried everything she could to revive her, but nearly every last drop of power had been taken from her."

"Hmmmm Twilight, lick me more!" Luna said, taking Twilight off guard.

"Wait, Is Luna still under the spell I put her under earlier?" Twilight asked.

"Yes, you may want to snap her out of it, though judging from her occasional drooling, demeanor and an odd smell of mare musk in the air, I think she is actually enjoying herself a bit too much" Celestia said, bemused.

Twilight walked up to Luna and touched her on the tip of her horn. Luna blinked a few times and then held her head up, rubbing her temples on both sides, as if getting over a massive headache. "Wha...where am I? Where were all the Twilights that were licking me all ov-" Luna stared around the room, blushing furiously. "I admit nothing."

Cadence let out a hearty laugh, as did the others.

"So...now that Brutalis is gone and so is much of the city. I guess I have to start all over again, don't I" Twilight said, glumly. "There's just ...one more thing I must do." Twilight approached Chrysalis's lifeless body, her ears folded back, trying best to hold the tears back. Twilight stood just above her body, bent down and gave a small kiss on the forehead.

"You saved my life years ago, died to save me and all changelings and then gave up the very last bit of your power, power we could have used to bring you back; all to save everyone." Twilight nuzzled Chrysalis, she didn't understand why things had to end this way. They had shared very intimate moments with one another, moments she wished were longer. I mustn't cry, not in front of the others...

Celestia put a foreleg on Twilight's wing. "Don't hold them back Twilight, there is no shame in crying or mourning a loss. Holding it in will only hurt you more."

Twilight smiled at Celestia and then embraced Chrysalis, as hard as she could, bawling her eyes out, choking on her own tears, even getting the hiccups. "I-it's just not fair! You had a second chance at life and then it was cruelly taken from you! I could feel it, you died in so much pain, it isn't right!"

No, it isn't...

Twilight's head shot up, looking around for what she thought was a voice. "Did anypony say something or hear that?"

"Twilight, Look!" Luna pointed where Chrysalis laid, a pillar of blue light enveloped her body, quickly spreading over the entire room.

"Twilight, do you have any idea what all this is?" Celestia asked, not afraid of the sudden change, but more curious than anything.

"I think the blue light is the least of our worries, if what my other side tells me is true, then before death Chrysalis made an order that would effectively dismantle the swarm. If I am correct, then that would mean civil war." Luna pointed to the sky just outside the tower. Hovering in place were hundreds of thousands of changelings, a cloud of black so dense that it blocked out the sun.

"Are they going to attack us?" Cadence asked, her horn lit up and ready to fight.

Twilight paid no mind to the swarm outside. Nothing she had sensed would indicate any kind of attack. However, as she reached out to feel the swarms collective mind, she felt a dense ball of emotion, after feeling it out further only one emotion stood out; sadness, overwhelming sadness. Her attention was brought back to Chrysalis quickly though. Her body seemed, slightly warm almost as if she was somehow still alive. Twilight lowered her ear to Chrysalis's chest and listened intently.

*Bad-dump thump*

"She's alive!" Twilight yelled excitedly.

Suddenly, streams of green energy began to flow from the massive cloud of changelings outside the tower.

"Is it an attack!?" Luna put a barrier around herself and the hole in the wall only to find it entirely ineffective. Thousands of little green hair like fibers flowed through the room, some of them wrapping around one another to make larger ones, others spreading apart and flowing right through Luna.

"Calm down, don't you feel it? It's everywhere. I'm sure Cadence feels it as well." Celestia let a large quantity of strands flow right through her, smiling softly as they passed through.

"She's right, this isn't any kind of attack. There's no feeling of malice anywhere in these fibers, only...love, pure Changeling love." Cadence held out a hoof, the fibers bending to her will, but only for a brief moment as they made thier way to thier true target.

"I...am having a difficult time describing what I am feeling right now. A combination of joy, love and some small amount of sadness." Luna lowered her barrier and the few dozen or so threads that didn't automatically penetrate her sheild, flowed in like a backdraft in a fire, flooding the room in pure green love.

"It's strange, I didn't know changelings even had this kind of power." Twilight watched as the threads made a direct course for Chrysalis's body, each thread orbiting her like a moon.

Thousands of threads began orbiting Chrysalis's body, rotating faster and faster as more of them entered orbit. It wasn't long until they began to orbit her so fast that you could no longer make out individual threads at all, just a mess of green that was rapidly obscuring her body from sight.

Twilight watched in awe as the threads broke orbit as the last ones from outside joined them, they all swelled in the air like a blooming flower and then descended upon Chrysalis's body, enveloping her in a bright green flash of light. Twilgiht reflexively closed her eyes, but heard a sound come from where Chrysalis laid.

*Gasp*

Twilight opened her eyes, just in time to watch the green power begin to break apart, forming holes that she could see through. Chrysalis was breathing. How, I don't get it. This kind of magic shouldn't even be possible One part of her wanted to question how this was occurring, but the other part didn't care. Not all magic needed to be explained, least of all magic capable of bringing back the dead.

The green energy began to disperse, quickly replaced by a flood of blue orbs passing through her body at breakneck speeds, each on jolting her, making her limbs kick wildly in random directions. Twilight lunged forward and embraced Chrysalis in a tight hug. "Please come back Chryssi... for me."

The green light completely dissipated and the last of the blue orbs flew off into the sky, leaving Twilight holding onto Chrysalis tightly. "Please, I need you." Twilight cried, her tears dripping onto Chrysalis's face.

"Uhhhh" Chrysalis groaned as she slowly opened one eye. "Why is my neck so stiff?"

"Chrysalis!" Twilight hugged Chrysalis as hard as she could, much to her discomfort.

"You know, if you hug me any tighter I think I might die again. Also, how am I alive?" Chrysalis asked.

"I think you need to see this to believe it" Celestia said, pointing at the black cloud just outside the tower.

Chrysalis staggered to her feet, Twilight giving her a shoulder to lean on as they walked over to the hole in the wall. As soon as they made it to there, they were greeted with a deafening cheer from the crowd outside.

"The Queen is alive!" One drone yelled.

"So is the other Queen!" Another drone yelled, clearly pointing at Twilight.

Suddenly the entire crowd broke out cheering "Long live the Queens, long live the Queens!"

Chrysalis smiled and closed her eyes, breathing a sigh of relief. "I guess this means we will be seeing a lot more of each other, co-leader of the swarm."

"I don't have a problem with that if you don't" Twilight replied.

Chrysalis giggled. "Afterall we been through, I can think of no better company to have than you. Twilight...I love you."

"I love you too, Chryssi" Twilight said. They both stared into each others eyes briefly, then kissed, letting the moment take them away. Away to a future with one another.

Epilogue

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Epilogue

"Spike I'm home!" Twilight yelled, tossing her winter coat up on the coat rack by the door before closing the door behind her. "How's dinner coming?"

Spike walked out into the living room, his cooking blouse fresh with brown stains and bits of chopped carrot stuck in the pockets. "It's coming along fine, are you sure all the princesses like seafood stew? I mean I've never seen any pony eat meat before."

Twilight giggled. "Call it an acquired taste. I mean, some dragons eat meat, including ponies and I never so much seen you hurt a fly."

Spike stared at Twilight, a scowl on his face. "You know, not ALL dragon species do that. Me for example am a gem eating species remember? Also, the thought of hurting a pony or eating them just makes me feel ill."

"Oh, right." Twilight blushed.

"Anyways, how did you even get a taste for seafood? I mean the ocean is literally hundreds of miles in either direction. Seems like it would be kind of really out of the way to get fish this far inland. You would think it would spoil before it got here...assuming it isn't salted." Spike looked back into the kitchen to make sure the pot wasn't boiling over.

"Oh, well after we got the first set of homes done after Brutalis's death" Twilight had the slightest hint of a shudder, that monsters mere name bringing back terrible memories. "Chryssi invited us over for dinner. She had drones teleport all the way out to the great barrier sea to the west to buy seafood from ponies in Seacattle. Let's just say it was a whole new experience eating meat."

"All the way out there? Geez I would have just settled for some take out Asian cuisine, maybe even take out Taco Spell if I avoid the hot sauce packets." There was a ding that came from the kitchen, catching Spike's attention. "Oh, be right back, that must be the shrimp rolls."

"That sounds yummy, can't wait to try them." Twilight began to unlace her boots when Spike ran back into the living room.

"Don't want to be a bother, but we are missing like ALL the dipping condiments for basically everything. Would you mind going out again to pick some up from the store?" Spike asked.

"Sure, what do we need exactly?" Twilight asked, grabbing her coat off the wall with her magic.

"We need at least a pound of ground chutney, some rooster sauce, sauce for the shrimp and clam dipping sauce. Also, we are out of eggs, so you may want to pick up a carton while you are out" Spike said, counting his fingers as if making a mental list.

"Gotcha. I'll be back in a jiffy." Twilight put her coat on, making sure the buttons were lined up, she then headed out the door, humming a tune to herself.

Twilight stepped outside into the cold winter air, inhaling deeply. As much as she just wanted to sit back at home and read a book she much liked going out during the winter months. It reminded her of her first Winter Wrap up in Ponyville; minus the tomfoolery she got herself into back then. She began to lightly trot, nodding her head to other changelings that despite the cold; seemed to be getting along rather well.

There was just something about the city that made her fill with pride everytime she walked through it. The streets were busy with ponies and changelings alike, some of them skating, others in snowball fights and even the odd changling rubbing noses with a pony; something she remembered ticked the Canterlot nobles off something fierce when they visited.

Bah, what do those old snobby jerks know about true love anyways? Half of them bought into their brides Twilight thought, trying not to foul her mood by the thought of the annoying upper class snobs in Canterlot.

As she trotted through the streets, she noticed that some of the homes were still in need of decoration. The changelings seemed rather slow to take up the holiday of Hearths Warming partly due to not exactly getting it, another being that they were incredibly utilitarian in their designs when it came to housing and the other part not getting why there is a holiday for 'working together and getting along' as one changeling put it; they were the swarm, they always got along and worked together.

Then again, they didn't get hearts and hooves day either, being as they feed on love all the time Twilight thought.

Twilight rounded the corner and to her surprise, she saw Luna; busy having a chat with a couple of guards that were usually posted at Chryssi's tower.

Huh, that's odd. I didn't get a mental note from the border patrol that she would be arriving early...

"Tell her I will be there, it has been a long time since I did anything like that" Luna said, just within earshot of Twilight, not noticing her.

"Did what?" Twilight asked, smiling as she approached Luna.

Luna jumped up, then did the shortest of double takes with the two guards and then back to Twilight. "Oh, nothing of any real importance, mostly clerical stuff I presume." Luna grinned slightly.

"Oh? And you said you've not done it in a long time? Maybe after dinner tonight I can help you with it. I know paperwork is tedious and no pony should be burdened with a massive amount of work, not so close to the holidays anyhow" Twilight said, smiling.

"Oh, no. It's nothing, really. I will... umm...see you tonight at dinner." Luna gave the shortest bow and took to the skies towards Chryssi's tower.

"Huh, she seemed, nervous about...clerical work?" Twilight thought to herself for a moment. She then stared at the two guards, wanting to pry them for information, full well knowing her connection with the hivemind made secrets nearly impossible to keep in town.

"Ahh my Queen, don't worry. It's nothing of any real importance" one of the guards said, bowing politely.

Twilight raised an eyebrow, she knew from his thoughts that he wasn't lying. However, his mannerisms seemed to be kind of like when a pony lies; no eye contact, excessive fidgeting and a desire to casually dismiss an awkward situation.

Then again, prying into Luna personal affiars would be a bit rude Twilight thought to herself. She has had this connection with the hive mind for months and it was becoming a chore to juggle it and regular communication. Sure, the connection alerted the entire swarm to danger, but it also became a right pain in the flank when dealing with members of the community that were not of the hivemind; having ponies hide things from you was annoying when the rest of the community was so open about everything. It was quite frustrating.

I wonder if all the hiding ponies do with thier secrets has rubbed off on the changelings? Twilight stood there for a moment, when a sudden movement of one of the guards broke her chain of thought.

"Ummm...my Queen?" The other guard approched, concern on his face.

"Oh, I'm sorry. I'm just off in la la land overthinking things." Twilight stared at the guard, but noticed an oddity; his mind was entirely blank. Aside from a few report messages from others, he didn't so much as send a single thought her way. Almost as if he locked his mind away from the rest of the swarm.

"Excuse me, I must be off" one of the guards said.

"Errr...what he said, shift change soon and all" the other guard with the blank mind added.

Both guards took to the skies with all due haste, both of them seemingly on edge about being around her. "The only other time drones have ever been this secretive is when-" Twilight held her head, her horn throbbed in pain as memories most unpleasant came rushing back. Memories of the most painful thing she had ever experienced; her fight with Brutalis. Memories of how he savaged her body as if it was a bag of meat, memories of other creatures he had killed being brutalized in way worse ways than she could have imagined possible. Twilight began to breathe hard, her breath going in and out quickly; she was hyperventilating.

Okay, calm down Twilight. Brutalis is dead and this is not the time for a panic attack!

Before Twilight could control her breathing, dozens of changelings ran out into the streets. Some of them with comfort items such as a blanket or hot coco, others with words of encouragement; a few even helped her with breathing exercises.

"Are you okay our queen? Can we do anything to help?"

Twilight looked up, in front of her was her old friend, the Foreman, behind him was his wife Melinda; a heater blanket in her mouth.

"I'll be fine. I just need a palce to sit down" Twilight said, rubbing her head.

The foreman and his wife got on either side of Twilight, Melinda tossing the heated blanket onto Twilight's back as they walked by her side, each being very careful to make sure she didn't fall down. Soon they arrived at the local food shop; oddly enough exactly where Twilight needed to go to begin with. They moved inside and Melinda quickly sat Twilight at an empty table, within seconds she had a hot cup of tea and crackers in front of her.

"You all are far too kind to me, I hate putting my weaknesses on others." Twilight lowered her head, this wasn't the first time random changelings ran to her aid. In the past six or so months she had everything from nightmares, panic attacks and even a memory-relive spell malfunctioning; subjecting her to the entire ordeal with Brutalis all over again.

"Don't you worry about it darling, you've been through a lot of very traumatizing events in the past few months. You need to learn that the swarm is family and we always look out for one another" Melinda said as she sat down across from Twilight, levitating some tea for herself. "Foreman, can you get the Queens shopping list for her? I'm sure you already know why she came this way."

The Foreman nodded. "Might take a while to find where in the blazes I put the ground chutney though, it's probably in the cellar." The foreman scratched behind his ear and headed into the kitchen in the back of the store.

"So tell me Twilight, how goes the treatment for your panic attacks?" Melinda asked before takinga sip of tea.

"I well-" Twilight thought for a moment, she knew that the shrink she stopped seeing a month ago meant well, but his advice was hardly helping her now. "I guess it's going okay, I mean, I can avoid panic attacks for the most part. It's just whenever ponies mention that...monsters name it triggers horrible memories of him."

"I see, Foreman had a hard time after Brutalis was defeated as well. He still has nightmares to this day, quite a few Changelings in the town do." Melinda took another sip of tea. " We lost a lot of good changelings fighting with the leadership of the soldier caste. He won't admit it, but he regrets killing a few of them; some of them he knew and worked with for decades."

"I remember, around forty or so funerals and hundreds injured. Cadence had a logistical nightmare getting medical supplies for so many. We were all wrecks for a good month or so, each funeral I went to felt like I lost a brother or sister, even a foal in some cases." Twilight sipped her tea. "I know it's just part of being a member of the hivemind, but it doesn't hurt any less. How do you handle all the sadness Melinda?"

Melinda stared out of the window. "Normally we just forget about them. Ages ago, when the swarm was young we had to develop mental blocks, constant lethargy from being emotionally drained was not conductive to the swarms success. That said, I don't think I could go back to doing that. Elder members of the swarm would eventually break down if they held the hurt in too long. Back then, if you were useless to the hive you were either expelled or executed; at least, that's how it was with Chysalis's predecessors."

"How do you handle it now though?" Twilight asked.

Melinda sighed. "It's hard to explain, but he first step is accepting they are gone. The second is thinking of all the joy they brought to your life..." Melinda put her right foreleg over her heart "and the last step is knowing that some small portion of them lives on through you."

Twilight looked down at her own heart, thinking to herself how she could apply Melinda's way of thinking to her own problems, but couldn't come up with anything solid, just fragments of ideas that might or might not work. "I remember the shrink telling me that I had to face my fear if I am ever to go back to a normal life, but I don't know how." Twilight closed her eyes, wanting to think about what Brutalis had done to her, but the second she even had the slightest image of him in her mind, she quickly purged it; the mere thought of him making her heart race in fear.

Melinda put her hoof out over Twilight's and rubbed it softly. "You will get over your fear in time. No one is rushing you."

Twilight looked up at Melinda, she could feel her heart and mind race with doubts. "But, what if I never get over it? What if another monster like Brutalis comes along? I might freeze up when its hurting all of you. What is he R-rapes me or you, or kills Chryssi or-" Twilight could feel her heart race.

Melinda put her hoof over Twilight's mouth, cooing softly to calm her down."We are the swarm Twilight, that means we stand together. If your fear stops you then we will be there to carry that burden. Family helping family, that's what we are for, right?" Melinda gave Twilight a smile as she caressed her foreleg softly.

Twilight knew deep down that she had nothing to fear, there were hundreds of thousands of changelings at her and Chryssi's command, all of them willing to die in an instant for the benefit of the swarm. However, another part wanted them to not have to do such things, to be independent thinkers. Deep down, she knew this was nearly impossible, but some part of her wanted to be more like individuals; no drone minds to compensate for her shortcomings.

"T-thanks Melinda. I feel a bit better now."Twilight's eyes wandered as she looked towards the kitchen, she very much wished Foreman would hurry up. She wanted to get home and read a book, anything to calm her nervousness when she noticed the slightest bulge in Melinda's abdomen; it seemed to be moving.

"Melinda, are you...pregnant?" Twilight asked.

Melinda blushed furiously. "Well, yes. Yes, I am. I'm around two months into the live variant of birthing. Foreman wanted to do the whole live thing instead of just plain hatching an egg, said it seemed more intimate and personal."

"Congrats! Do you have plans for a baby shower?" Twilight asked.

"A what now?" Melenda asked back, clearly confused.

"A baby shower, it's when your friends get together a couple months away from birth and give you things to help the newborn. Things like blankets, cribs, various clothes. All for the baby." Twilight could barely control her excitement. She remembered guiding the first couple to have a live birth in centuries though the ordeal. "Have you selected a midwife yet?"

"Oh, yes. One of the earth ponies from the edge of town asked to do it. At first we didn't know what it exactly was, but she said she was a trained nurse and she could use the experience" Melinda said.

"Oh, her; Nurse Lovejoy I think was her name. She helped me through the first live birth a couple years back. She came recommended by the academy in Hoofington very highly, though for some reason she couldn't get into the Canterlot school. Probably because of money issues." Twilight rolled her eyes. The very concept of money had become almost alien to her since she lived with the changelings, every one of them worked on a credit system and was always willing to help one another; even if no reimbursement was involved.

"You're right; I never got the whole money system thing either. Then again, it's about as alien to us as we are to most of Equestria. Oh, Foreman is back!" Melinda rushed over to help Foreman bag some of the items he had set on the counter.

Twilight got out of her seat, intent on helping when she realized that Melinda and foreman already had everything in a nice purple backpack for her already. "Jeez, you're getting fast at this?"

"Woulda been quicker, but the chutney was at the bottom of a stack of crates; we don't get too many folks buying the stuff." Foreman jumped over the counter with the bag levitating behind him and loosely tucked the bag between Twilight's wings.

"Thanks, for everything. Both the ingredients and coming out to help me" Twilight said, a smile on her face.

"It's always a pleasure" Melinda said, smiling back.

"One more question before I go. Have you thought of a name for your child yet?" Twilight asked.

"Oh, well we settled on drone four twenty one" Foreman said, a very poorly hidden sarcastic grin on his face.

"I've seen that face before, Foreman. No, really, what name did you decide on?" Twilight asked exuberantly.

Melinda and Foreman looked at one another and then back to Twilight.

"Well, if it's a girl then we decided on Sunset Glow" Melinda said.

"And if it's a boy then Eventide Duskwing" Foreman added.

"Oh, what lovely names. Well, either way, I hope you two the best." Twilight smiled and opened the door, before she took a step out into the cold evening, she turned around. "Make sure you tell me when the baby shower is. I need to learn some knitting so I can make some clothes." Twilight quickly waved goodbye and headed out into the cold evening.

As she made her way toward her home she noticed that changelings around her were both very careful to not be spotted staring at her or when they were caught, quickly changed thier glance elsewhere. It really didn't bother her much, she knew that they were looking out for her well being; she could feel it in their collective thoughts. As she walked by the center of town, she noticed Celestia exchanging goods with a Zebra trader.

Huh, that's odd. I don't remember any Zebra moving into the town recently. Twilight wanted to walk over and question Celestia, but she stopped halfway. If prying information out of Luna was difficult, then getting it from Celestia as to what she was doing would be impossible.

I guess I can avoid being nosey this time. Besides, I have to get these ingredients back home to spike for dinner.

Twilight turned away from Celestia when she got the strangest sense of foreboding. Not in a conspiracy kind of way, but a 'there will be an unwanted surprise' kind of way. She looked back on Celestia, whom just got done tucking in wrapped stalks of some kind into her saddle bags. No Twilight, no being nosey. Food first, being Sherlock later.

"Twilight! I didn't see you there!" Celestia yelled.

Celestia jumped into the air and glided across town square all the way down the street Twilight was on, landing gracefully next to her. "I can't wait to taste Spikes seafood. It's been so long since I had some that I almost forgotten what it tastes like."

Don't ask about the stalks, don't ask about the stalks "So, what were those stalk things you put in your saddle bags?" Twilight paused for a moment Dammit!.

"Oh, these?" Celestia pulled out the stalk like structures and presented them to Twilight for inspection.

Upon closer inspection, however Twilight realized these were not the same stalks as before. Furthermore, she detected a small tinge of magic right before Celestia pulled them out of her saddle bags. Braggins switch hole maybe? The object Celestia held out was little more than some relatively fresh Italian breadloves, with a tinge of cheese baked into them.

"That's an odd choice. Seafood and Italian spices doesn't seem like a good combination to me. Seems like indigestion waiting to happen" Twilight said as she examined the loaves of bread.

"It's one of those personal things. I like dipping it in my crab soup." Celestia tucked the loaves back into her saddle bags. "I wanted to bring something with me for dinner, seems kind of rude not to."

Twilight could feel it, it was the same feeling she got from Luna; the feeling of being lied to. However, unlike Luna Celestia gave no signs of deception, the hint of magic Twilight felt and her gut feeling was all she had to go on.

"Is something wrong Twilight? You seem a bit spaced out." Celestia asked as she waved a hoof in front of Twilight's face.

"Huh? Oh, nothing. I just found out that Foreman and his wife are having a child" Twilight said, quickly changing the subject.

"Oh, how wonderful! Have they decided on a name?" Celestia stopped herself. "Wait, do changelings even give themselves names?"

Twilight rolled her eyes. Even after being in and out of the town for months Celestia was still slacking on her studies about changelings. "Follow me, I'll explain it to you." Twilight motioned Celestia to follow her home and she obliged.

"After the whole...incident after Chryssi was reborn many of the changelings began to show signs of independence. Some of them have started to pick names for themselves instead of the numbering system they have used for eons. Take Foreman's wife, for example, she changed her name to Melinda." Twilight stopped "Now that I think about it...I think they named their child after me...or at least a synonym of my name."

"You will eventually get that a lot as your time goes on. In the Centuries I have been alive, I have had families name thier children after me hundreds of times. Even in the short time Luna has been around ponies have done the same, naming their foals after her, though at a much higher rate than they ever did for me" Celestia said.

"Why's that?" Twilight asked.

"Something to do with a game she plays. Fighting is magic was it? Yeah, apparently she's really good at it" Celestia said.

"Huh, never heard of it" Twilight replied, an obvious hint of confusion in her voice.

"Anyway, so the changelings have been acting more like ponies?" Celestia asked, rounding the corner onto the street ahead of Twilight.

"Mostly, they still retain their connection to one another mentally...but" Twilight remembered that earlier some of the changelings seemed to seal off their thoughts from her.

"But what?" Celestia asked, stopping in concern.

"It may be nothing, but some of the changelings are hiding things from me. Emotions and even keeping things secret. After so many months of seeing all their most intimate thoughts, I came across a couple today that blocked me out" Twilight explained.

Celestia put her hoof up to her chin; tapping it on her face absent-mindedly. "You know, we could maybe ask Chrysalis about this. It might be them wanting more freedom to keep secrets, but better safe than sorry."

She's probably right. I just might be overeacting a bit Twilight thought to herself.

Twilight and Celestia made haste to her home, arriving just as it began to snow heavily. Twilight kicked her hooves on the door and entered, the smell of freshly prepared seafood assaulted her senses, making her block the doorway, daydreaming about the food to come.

"It does smell divine, but could you daydream inside Twilight? I would rather not drag in a pile of snow" Celestia gave the slightest push to Twilight, breaking her from her daydream.

"Sorry, it just smells so good." Twilight walked into the house, tossing her various winter garments on a nearby hook on the wall. "Spike I'm home!" she called out.

"Spike's in the study my dear, playing some silly game with Luna" Chrysallis said.

Twilight jumped slightly, she didn't feel Chryssi when she came in and she wasn't due to arrive for another hour at the least. However, there she was in the doorway of the kitchen, wearing a cooking blouse.

"I didn't expect you here so early, kinda startled me." Twilight gave a meek smile.

Why didn't I feel her down the street? Twilight thought, but something else quickly caught her attention. Mixed in with all the smell of food in the air was something she had smelled before. Changeling musk. It was coming from Chryssi, but was very faint, as if she was hiding the fact that she was aroused.

T-that explains why the changelings were being secretive earlier, she will probably want to mate later tonight. Twilight could feel the dryness in her throat the thought of sexual activity had been a soft spot for her ever since the whole Brutalis incident. It wasn't that she didn't find Chrysalis attractive, on the contrary, she was far more beautiful than ever before.

O-ok Twilight, I know we have had panic attacks over the last few months but, can I go all the way again? Do I really want to embarrass myself again?

Twilight stared at Chrysalis and Chrysalis stared right back at her. Just from what Twilight could make out, Chryssi had changed quite a bit of her biology just to comfort her. Her exterior was no longer of mostly hard chitin, but of smoothest black fur, like Luna's coat, but black as coal. Her mane changed as well, it was no longer a flowing mane of spring green but long and black, with stripes of spring green interlaced throughout it. Her body no longer had a malnourished look to it either, her midsection had gained a considerible amount of weight, though it was still green around the waist, thought it seemed more faded than usual. It wasn't just her midsection either, Chrysalis's flanks were much larger as well; very rounded and voluptuous. Just staring at her behind was getting her excited.

"Do you like what you see Twilight?" Chrysalis said in a playful, but obviously seductive tone. "I been making a few changes to fit in better with ponies and to make you a bit more...comfortable.

Twilight's heart skipped a beat, her mouth was dry and lips trembling. Every part of her wanted to be in Chryssi's embrace, she wanted to rub her body all over Chryssi's; she wanted to feel the heat from her body, the sweat in her coat as they licked and kissed, their body entwined in the heat of the moment. However, as she imagined being with Chryssi in her embrace, she saw a shadow, a shadow of Brutalis just waiitng in the background to take her.

I want too...I want to so much, but I'm- Just then, some shouting broke Twilight's train of thought.

"Hax I callest HAX! Thou is obviously cheating with thin sixty eight hit juggle combos!" Luna had stormed into the foyer, yelling back angrily at Spike in the other room.

"I smell royal butthurt!" Spike called after Luna, clearly teasing. "How somepony like you has so many fans is beyond me. Can't even handle me playing P. Pie."

Luna turned around, and yelled angrily. "Because she is banned from all tournies. She is more overpowered than Patron Warrior in Hearthgroan."

"Butthurt!" Spike repeated.

Luna turned to sneer at the taunting dragonling, but quickly thought better of it once she noticed she was being watched. "F-forgive my outburst. I do detest unbalanced overpowered non-sense in games, it's as you can say, one of my buttons."

Celestia let out the slightest giggle and bent over to Twilight's ear. "More like she hates losing" she whispered in Twilight's ear.

"I heard that!" Luna growled. "Last time I checked I always soundly beat you in Tennis ."

"Is that before or after getting rekt in online play? Does being butthurt all the time make you better at real sports?" Spike yelled down the hall in a clearly sarcastic tone.

"One more word from you little dragonling and I'll have you cleaning all the toilets in Canterlot!" Luna yelled.

"So long as I don't have to clean the one where your hurt posterior was sitting" Spike yelled back.

Twilight couldn't help but chuckle. It was very rare to see either Celestia or Luna so laid back. However, her thoughts kept returning to Chryssi. She wanted to be in her embrace more than ever before, but she wasn't sure if she was ready mentally.

"Go to her, I'll cover for you" Celestia whispered, giving Twilight a sly wink as she turned towards her.

Twilight walked up to Chryssi, her entire body slightly shaking and nervous. She looked up into Chryssi's deep emerald eyes. Her throat went dry again. How could she even ask her to do anything with her? Suddenly, before she could speak, she heard Chryssi's voice in her head.

I know how you're feeling. I was on my way to help you when I felt your panic attack earlier today. Thankfully Foreman and his wife had already tended to you. That said, I think we are ready. I'll meet you in the basement fun-room in a few minutes.

Chryssi tossed her apron on a nearby end table and narrowed her eyes on Twilight. She then turned around, making sure to flick her mane in Twilight's direction. As she walked away toward the red velvet door that led to the basement, then made sure her flanks swayed a bit side to side in a wide arc; she even lifted her tail to send Twilight an inviting wink from her neathers. She then opened the velvet door and jumped into the darkness of the basement, the door closing behind her.

If just her looks made her feel aroused, then Chryssi constant sexual messages were over the top. She could feel her heart throbbing in her chest, the bloodflow increasing to her wings and even bits of magic struggling to escape her horn. Every fiber of her being wanted to pounce on her then and there, only her own fear and manners to her house guests kept her from doing so.

"T-tell Spike I will be umm... late for fuc- I mean, dinner because of sex- err" Twilight paused, noticing the grin on Celestia's face. "Tell him because reasons!"

Twilight ran to the velvet door, fumbling with her magic to open it. She wanted, no, needed Chryssi. Fear or no fear, tonight was going to be the night. She managed to get the door open and as it swung open it revealed a set of steep stairs. On either side of the staircase were a few balls of magical light hovering to show the way, each giving off an eerie green glow; clearly they were left behind by Chryssi.

Twilight walked down the stairs, lighting up her own horn so she didn't trip over herself in her excitement. As she made it to landing at the bottom, she noticed the room was much larger than she remembered. She took a few steps in and noticed that in the months that she had not used the room either Spike or Chryssi had renovated it.

She pointed the light from her horn at the walls, gone were some of the more exotic erotic goods that Chryssi had insisted that put down here. There were no longer leather suits on the walls, no dildos, no chains or leg spreader bars. Gone were the bondage belts, armbinders and spreader corsets. Even the forced orgasm harness that Chryssi spent a fortune on was long gone. She moved deeper into the room to find other sexual toys were gone. The rack of whips and paddles on the wall were gone, the restraint block as well, all replaced with light red satin curtains.

"Do you like what I have done?"

Twilight moved her horn light to center on the sound of Chryssi's voice. At first a large black bed was illuminated, followed by what looked like a single strap on, though it wasn't a model she had ever seen before. As her light moved up the bed, she saw a pair of legs, covered in fishnet stockings with straps heading upwards. She slowly moved the light up the dark body, the straps led to a laced black and green corset that went all the way up the chest and had 2 other straps that led up the body. Finally, her light moved up Chryssi's neck and to her head. Around her neck was a studded leather collar with two straps that went down her neck, attaching onto her corset loosely then branching off and attaching to fishnet stocking on her forelegs.

Twilight could feel it, her wings going from resting position, folded at her side to upright and stiff in mere seconds. Her horn was throbbing, anticipating her very touch and her backside was positively on fire; her inner and outer labia clenching tight in preparation, making her clitoris wink. Then it happened, as she looked at Chryssi on the bed, a flash of Brutalis's face superimposed over Chryssi's. Twilight closed her eyes, just the mere thought of comparing her once lover to that monster made her cringe. Then she felt something on her back and around her neck. She opened her eyes to Chryssi leaning on her back, putting her forelegs around her neck.

"I want you to breathe deeply and focus only on the moment, the second that monster appears in your mind, I want you to imagine his face when you incinerated him. He is no more, he can't hurt any creature; his very soul is probably banished to the worst depths of the underworld for his crimes." Chryssi stuck her tongue out and licked up and down Twilight's right ear, cooing softly.

"I missed that taste, the taste of you and the magic you put off without even thinking about it. I remember from our first night together, how you left me only wanting more. How the light reflecting off the sweat on your coat was dwarfed by the vast power you had buried beneath your exterior." Chryssi nibbled on Twilight's ear, eliciting a soft moan from the mare. "I have been going about how to get back to normal the wrong way, tonight, you get to be the dominant one."

Chryssi slowly kissed down Twilight's back, stopping every time Twilight moaned or pushed her backside into her excitedly until she reached her wings. She positioned her chin between Twilight's wings and rubbed softly. Twilight gasped and her wings began to fold down, relaxing and spreading her wings outwards to her sides. She then moved to the upper back of Twilight's right wing, licking with her tongue all the way down the back inside edge, giving the tiniest bite at the tip of her wing.

Twilight moaned loudly, her entire body was quaking in anticipation of the main event. Her front legs slowly lowered her body to the floor and her rump was instinctively rising into the air, rubbing up against Chryssi's belly and swaying back in forth, awaiting penetration.

"You want the main course already? Well, no. I like teasing you a bit more, besides, I have to buy time for your surprise to get ready." Chryssi set her weight on Twilight, pushing her rump down to the floor and then licking Twilight's back all the way up her spine with her tongue, stopping just short of her horn.

"D-don't stop, please" Twilight begged as sparks jumped from her horn.

"I wonder." Chryssi licked the back of Twilight's horn from the base all the way up to the tip doing her very best to keep her tongue straight while Twilight's body trembled under her. "I never tried this, but here goes."

Chryssi pulled her head back and looked down at the groves on Twilight's horn. She hadn't noticed it before now, but her horn seemed far more blunt and wider looking than Luna or Celestia's horns. The groves were actually wider than she had expected. Chryssi looked at her tongue, concentrated and narrowed the width. As she lowered her head to wrap her tongue around Twilight's horn, she noticed an erratic heartbeat from Twilight, much like when she went into a panic attack.

"Twilight, I want you to look me in the eyes" Chryssi said, quickly retracting her tongue.

Twilight turned her head and stared into Chryssi's deep emerald eyes. "S-sorry, I'm ...I'm just so scared. I want you, I want every part of you, but each time I look at you, I see him." Tears began to roll down Twilight's cheeks. "You must hate me for that, comparing you to that monster."

Chryssi, leaned over twilight, hugging her tightly. "I could never hate you. I entirely understand the pain he put you through, I too had suffered in these few months. Every time I look at you I realized how I failed you and let him nearly take your life because of my failures. Remember this Twilight, as long as I am here, you have nothing to fear. I will never allow such a horrible thing to happen to you ever again."

I was told the only way to break your fear is to re-accociate love and sex as a good thing. I want you to close your eyes and feel every bit of what I'm going to do.

Twilight heard Chryssi in her mind, she turned away and closed her eyes. She could see Brutalis's face again, his horrible mandibles and long, evil tongue. "I-I'm not sure if I can-" Twilight let out a gasp, her heart skipping a beat. It was warm, warm and strong, Chryssi had wrapped the stronger base of her tongue around the base of her horn, squeezing it for leverage. She could feel her body on the edge of a panic attack when it suddenly stopped. Brutalis's face just melted away, replaced with the face of her lover, Chryssi.

Chryssi, feeling the tension and fear from Twilight melt away quickly capitalized and stuck her slender tongue into the grove of Twilight's horn.

Twilight gasped for breath, arching her head back reflexively as Chyssi's tongue slowly moved up the grove in her horn. It was like nothing she had ever experienced before. Sure, she knew all about horn jobs, but this was a whole new level of pleasure; a pleasure unlike anything she had ever experienced before. She couldn't move her body, every nerve ending in her felt as if it just flat out went numb. She could feel the muscles in her neathers squeeze and shake violently, every second like being on the edge of an orgasm, but not quite there.

Looks like I found the proverbial Alicorn G-spot. I wasn't expecting it to be this intense though...

Twilight could hear Chryssi's thoughts in her mind, but they seemed slurred and fuzzy at best. All she wanted now was for Chryssi to suck her horn, to let her orgasm before the teasing sensation of being on the edge broke her mind. Just when she thought she couldn't take anymore she felt the hotness and wetness of Chryssi's mouth engulf her horn all at once. Her body momentarily resisted, some instinctive part of her knew that being held this way was incredibly dangerous, but the other part of her didn't care; she wanted to feel this experience out to the very end.

Chryssi stared down at Twilight. Her eyes had half rolled back into her eyelids and her right eye was blinking rapidly. Her mouth hung open, taking in only short bursts of air as she gasped. Her entire body was at her mercy, she was free to give Twilight the sensation of a lifetime. Chryssi began to bob up and down Twilight's horn, stopping halfway up before plunging back down the shaft forcefully. Each time she would tighten her grip at the base on the way down while moving her tongue along the grove up and down in opposite directions.

"Guuuhhh...yeah, m-more!" Twilight said in a barely audible voice.

Chryssi grinned, narrowing her mouth to increase suction; bobbing up and down violently squeezing and twisting her mouth in every which way. The response from Twilight was immediate and violent, torrents of magic flowed from Twilight's horn and into her mouth. It was raw power, entirely unfocused and incredibly dangerous. Chryssi thought for a moment that maybe she should let go with her tongue and let the magic flow out, but a hunch told her she needed to swallow every last drop. The Magic was in a continuous stream and breaking unfocused magic like that could cause a backlash on Twilight. No matter how much magic came out, she needed to swallow all of it.

"M-more, don't stop" Twilight yelped, her body quivering with anticipation.

Chryssi closed her eyes and began to bob up and down Twilight's horn violently, every time she came up the horn a large spurt of magic would enter her mouth and quickly be swallowed. She also began pushing Twilight's flanks together with her own thighs, dry humping her and occasionally brushing across Twilight's sex with her tail; eliciting little squirts of fluid from her marehood.

"Ahhhhggggg! F-fuck me stupid Chryssi!' Twilight's tongue was flopping out of her mouth, she was panting wildly and spreading her back legs outward on the floor, giving Chryssi as much leverage as she needed.

Chryssi obliged and picked up her pace. The short burst of magic was no longer coming out; it was now a massive unending stream of power. There was so much power that she had to start firing off balls of high density light from her horn all over the room just to make room for more.

She must be close, this stream has to have an end somewhere.

Chryssi was slamming her hips as hard as she could into Twilight's flanks, the mare screaming in ecstasy with each impact. Her backside and horn had been in orgasm mode for nearly two minutes. The floor beneath them was drenched in Twilight's fluids and the space by the ceiling was flooded with so many balls of light that they began to merge into globules.

"Almost done..." Twilight moaned.

Chryssi could feel it, at the end of the stream of magic was Twilight's very life force. Thankfully, there was no connection threading the two forces together, but there was another problem. There seemed to be a small tinge of magic in her that didn't belong there. It was inside her horn towards the base and was slowly moving up the horn.

Only one way to know what it is...

Chryssi held Twilight down with her body and continued to suck on her horn as fast as she could. She could feel the large buildup of magical power at the base of her horn and it was only sitting in there because magic that was not hers was doing everything it could to resist being pulled out.

Twilight on the other hoof was screaming obscenities, looking for that release that just wasn't coming as she expected. "S-suck me dry Chryssi!"

She didn't understand it, she was going as fast as she possibly could yet the flow power magic from her horn that was an endless stream earlier was barely a trickle. I wonder if that old trick will work... Chryssi engulfed Twilight's horn, then pulled her tongue out of Twilight's groves all at once; a technique she used on Twilight's neathers before called 'starting the lawn mower'.

The effect was immediate and pronounced. Twilight's eyes rolled into the back of her head, her entire body shaking in orgasm and then it came; torrents of magic like none before it. Chyssi tightened her tongue around the base of Twilight's horn and swallowed.

S-so much, when does it end? She could barely keep downing Twilight's magic, the ceiling above them was already bright as a summer day from all the light she had made and Twilight's magic was even beginning to leak from her nose. Then it just suddenly stopped, she tasted a small bit of power that wasn't Twilight's on the tip of her tongue. She slowly pulled back, making sure this unknown power didn't re-enter Twilight. As she pulled away, she noticed Twilight had a smile from ear to ear on her face; her entire body was still having small convulsions from the experience and she could feel her mind was entirely blank. She wasn't even remotely aware of what was going on; all her body cared about was experiencing the moment.

Chryssi stood up and rolled her tongue out in front of her to see what she had found. It looked very, very small, the energy coming from it was even less than what a small insect could put out. However, the energy signature was unmistakable; it was a small bit of Brutalis's power. She inspected it closely, even ran a beam of magic from her own horn over the object to get a better understanding of what it was. It was a spell of some sort, a spell of...pure fear.

Chryssi looked down at Twilight, whom was still not entirely coherent, then back up to the fragment. Everything but the innermost core of it was burned to a crisp from floating in Twilight's power.

All this time she was fighting her own fear and was even under a repeating fear spell, yet she did not break. She stood up to it and trusted me tonight Chryssi thought.

She looked down at Twilight then back to the fragment. "You will never put fear into her ever again. I vowed you will never do anything to hurt her ever again and i intend to keep that vow to my dying breath." Chryssi tossed the fragment up to the ceiling. A combination of Twilight's magic and her own; the light she put out earlier, surrounded the object and began to collapse on it. She could feel what was going on inside this strange sphere of power, it was ripping this fear to ribbons like an immune system on steroids. Before long the light sphere faded and the fear spell was no more.

I wonder if I should tell her? I really don't want another relapse... Chryssi pondered what to do. On one hoof telling Twilight could make her go into another self imposed seclusion from her or it could empower her further.

Sometimes a lie is the best option, telling her the truth will only weaken her resolve and make her feel inferior.

Chryssi turned around, standing at the landing was Celestia. "I felt the fear spell all the way upstairs and watched you destroy it. To think such a thing was buried deep within her for so long. Even our top medics didn't detect it."

"Can I ask you how you managed to read my thoughts like that? I mean the surprise was not due for another twenty or so minu-" Suddenly a very distinct musk smell assaulted Chryssi's nose. A scent that was coming from Celestia.

"You were watching the entire time weren't you?" Chryssi asked, already knowing the answer.

"N-no, of course not!" Celestia adverted her gaze from Chryssi, shifting her eyes to stare at some satin curtains in the corner of the room.

Chryssi let out a chuckle. "Such a naughty, perverted little ero pony." Chryssi looked at Twilight who was still drooling on the floor as her body slowly came off her high, then back to Celestia. "You're just like her, you know, put on a shining example for others to follow, but deep down you have a unquenchable lust that you do your best to control."

Chryssi walked up to Celestia, putting a hoof under her chin and pulling her gaze to meet her own. Chryssi then moved her tongue to fit into Celestia's horn grove. The effect was just as pronounced, if not more so in Celestia than it was in Twilight; complete submission and near instant orgasm. A few sparks flew from Celestia's horn As Chryssi retracted her tongue.

Celestia just stood there, her body trembling and waitng for more.

"Don't worry Celestia, I always reward naughty ponies" Chryssi said as she licked the base of Celestia's horn, the mare letting out little gasps of excitement.

Celestia nodded. "Are you sure Twilight can handle another round? She looks entirely spent."

"Trust me, she still has plenty of stamina left. I'll send you a mental message shortly, I need time to get her prepped." Chryssi watched as Celestia teleported away and turned her attention back to Twilight, whom was just starting to speak coherently.

"W-wow Chryssi, that was amazing. Dangerous as all hell, but amazing." Twilight barely managed to pull herself off the floor. Her body felt weak, her magic reserves seemed all but depleated and her body kept trembling randomly; apparently she was still in the middle of an orgasm.

"Do you need a moment or two to rest or are you ready for round two yet?" Chryssi asked in a seductive voice.

"I-I'm not entirely sure. Maybe if you share a little bit of your magic with me I could go a couple more rounds." Twilight managed to stagger to her feet, but her body felt light and empty. Her head felt woozy. "I think this is the first time I have ever had all the magic sucked from me."

"Don't worry. I'll help you out." Chryssi walked alongside Twilight, a few orbs of green energy flying from her horn and into Twilight's body as she bent down and touched horns with her.

If the orbs hitting her body were just bits of power, then the power coming from Chryssi's horn was immense. She felt instantly energized, though how Chryssi got this much energy was beyond her.

"It's your own power Twilight. When I was hornjobbing you vast quantities of your power kept flowing into me. I made sure to swallow as much as I could so I could feed it back into you." Chryssi lifted her horn away from Twilight's and levitated the strap on from the bed over to her; hovering it just in front of Twilight.

Twilight examined the strapon. It seemed magical in nature, but not any model she had seen before. "What exactly is this?" Twilight couldn't make heads or ails of it. From a distance it looked like a standard strapon, but up close she could make out significant differences. Firstly, there were what looked like little nerve ending bumps all the way down the shaft; which while not quite as wide as a stallions was slightly longer. The second thing she noticed is it wasn't flat on the end, it had what looked like a mushroom shape instead, which itself was wider than the shaft.

"It's a new prototype model by a shaman named Kalto. He said that older models would be easily phased out by this...thing. He went on to explain how many stallions just don't last long and mares end up hot and bothered, but I didn't listen really, I just wanted for us to try something new and exciting." Chryssi moved the member between Twilight's legs and wrapped the double straps around Twilight's hips.

"If this is a Kalto model then that means-" before Twilight could say another word, the member burned for a moment, then fused with her body. "T-that means it becomes part of the mare for the duration." Twilight thought back to her friend Fluttershy and how she also used the same brand , but to actually get pregnant by Zecora. "Y-you do know that this brand allows for pregnancy right?"

"I've heard. However, I'm a changeling babe. I choose when, where, how and with whom I conceive a foal or egg with." Chryssi saw something of a disappointed look on Twilgiht's face, like she had accidentally said something wrong. "Oh, don't you worry. If you really want to have a foal with me after we are done tonight, I will be all too glad. I always wondered what a live birth would feel like."

Twilight smiled. Just the thought that Chryssi would not have the slightest problem going that far with her made her happy. "Thanks, maybe when we are both ready though. Tonight, let's just get all the pent up hormones out of the way." Twilight took to the air and landed on the bed, her new appendage between her legs making the landing a bit lopsided and clumsy, making her fall over on her back. "You ready to ride me like a rodeo hun?" Twilight teased, trying to play it cool, like she intentionally landed the way she did.

Chryssi rolled her eyes. "That was so incredibly corny...but, still hot." Chryssi jumped up on the bed towards the foot of it and stared at Twilight's new member. It was considerably shorter than before by about five inches and seemed to have gone limp. "Odd, it seemed bigger than before, do you feel any different?"

"I do actually. Other strapons of this kind have an extra bone that fuses with your body so it never goes fully limp. The entire thing feels soft and weird, nothing like a stallions member." Twilight stared at the limp member and then at Chryssi. She wanted Chryssi to feel good, to orgasm like she did, but had no idea how to get this thing started.

"I think it needs warmed up." Chryssi stuck her slender tongue out and concentrated it, thickening it out so she could get a stronger grip. She then lowered her head, blowing on the tip of the member.

"Oh, I think I felt something!" Twilight couldn't find the words to describe it. It didn't quite feel like a stallions member, it was more sensitive at the tip than she realized at first. Not only that, but her wings began to feel a little tingly, blood seemed to moving from her body to this new appendage; though she wasn't quite sure how much.

"Maybe if I..." Chryssi wrapped her tongue around the bottom part of the mushroom cap shaped head and suckled the tip a little. The reaction from Twilight was a short gasp and the length and girth of the member swelling slightly. "Oh, I see. it's blood operated. I guess I need to turn up the preassue a bit."

"Gasp!" Twilight arched her back, her back legs grabbing around Chryssi's neck instinctively. She felt the length and girth of Chryssi's tongue corkscrew all the way down the shaft, wrapping itself tightly around the base. Then the warmth of Chryssi's mouth enveloped the tip, quickly sliding halfway down the shaft. She could just barely feel her wings, which had already gone flaccid. She could feel the blood rushing from her body into the shaft and tip of the penis; making it grow in size. She looked down at Chryssi who seemed to be handling the length and girth increases just fine.

Chryssi's gaze met Twilight's. I'm about to show you how deep the rabbit hole goes...

Twilight let out a squeal of delight, biting down on her right hoof to stop her from screaming out in ecstasy. Chryssi had enveloped the entire shaft all the way down to the base. She could feel the back of Chryssi's throat and it was both hot and strange. It felt kind of sticky, but in a good way. It seemed Chryssi knew exactly what she was dealing with and her throat muscles were doing whatever they could to massage the tip of her member. Her tongue seemed to glide up and down the shaft giving her a feeling that she could only describe as a hoofjob, but far gentler and more intimate.

Each time Chryssi would pull up she would instinctively pull her back down, bucking into her throat with all the strength she could muster. Chryssi didn't seem to mind it, though she was afraid that she might accidentally choke her, but she knew deep down that Chryssi could handle anything she could possibly do to her. She then felt something she never even thought of; a urge to be in control, an urge to sexually dominate Chryssi.

But that's wrong. Is this what males feel like when they mate? Twilight thought to herself. She knew she had to ask soon however, she had no idea what her limitations were with this new appendage and she would rather not get greedy; Chryssi needed to feel as good as she did.

"Chryssi...I want to be" Twilight blushed furiously, she knew that deep down what she was about to say was going to be incredibly corny and cliche. "Inside you."

Chryssi slowly unraveled her tongue from Twilight's member and sucked like a vacume cleaner all the way up to the tip, making Twilight squirt a couple short burst of cum onto her face. "You know Twilight, if it wasn't for your hormones being all out of balance because of this...thing, I would dare say that was the worst invitation to sex that I ever heard." Chryssi licked the cum from her cheek. "But, then again" Chryssi leaned forward and whispered into Twilight's ear.

"Here's something equally corny...I want you, Inside me." Chryssi gave a quick lick under Twilight's chin.

Twilight felt her body lift up into the air, Chryssi then laid below her with her legs spread wide open, exposing her sex to her. She then felt her member collide with Chryssi's belly as she landed softly into her embrace.

"Go ahead, put it in however you like. Rough or soft, either is fine with me." Chryssi wrapped her back legs loosely around Twilight's flanks, grinding her outer labia up against the bottom of Twilight's shaft, enticing her to enter.

Twilight took a deep breath, lifted her rear into the air and lined up her member with Chryssi's sex. She slowly lowered herself, pressing the tip into Chryssi. She felt Chryssi's body quiver in anticipation, her back legs tightening around her flanks; the hot breath on her neck.

Her own member was excited as well, almost too much. It almost felt as if she was going to blow her entire load the second she put it in Chryssi.

"I hear your thoughts. You're worried that you won't be able to satisfy me as I have you. Don't worry Twilight, I have a fix for that. Just lean forward a bit."

Twilight nodded, she knew what Chryssi was going to do, she just hoped it wasn't as painful or dangerous as last time. Twilight leaned forward, closing her eyes and exposing her neck, wating for the sharp fangs to peirce her neck and the sex venom to course through her body. The pain never came however, instead Chryssi was kissing up her neck, stopping occasionally to suck on her coat and skin. It was a weird sensation, it was cold, but at the same time relaxing. Her trembling being replaced with strength and confidence.

I modified this venom to soak through the pores by the base of each hair. The female version still requires biting and this cocktail would be stronger if I did inject it, but knowing from past experiences; you're not too fond of the kinky stuff.

Twilight could hear Chryssi's thougths a bit more clear now, no longer were they fuzzy as before when her body was already on the peak of orgasm. It was replaced with a sudden sensation of confidence. She inhaled deeply and began to slowly push her member into Chryssi. At first he body was involuntarily shaking; with each inch she could feel more of the inner workings of Chryssi body. The vaginal walls seemed to resonate at a frequency that was both pleasuarable and functional. The frequency seemed to give her absolute muscle control while at the same time ensuring her mate would want to explore her further.

Every inch was a test of both willpower and endurance however, while the vaginal walls parted for her tip, the ones behind the tip seemed to clamp down hard on the shaft; most likely in an attempt to make sure her mate would finish the job weather they wanted to or not.

"Sorry dear, some parts are a bit automatic. I'll make sure to loosen up as much as my body will allow once you get all the way in" Chryssi said, though her breath seemed staggerd. Almost as if her was having a hard time controlling herself.

Twilight looked down, she was already sweating bullets and she was only halfway in at most. She thought maybe she should pull back out slowly, maybe start out in a more shallow thrust. "I think I should go a bit slower, pace myself you know?

Chryssi didn't seemed to notice what she had said, instead her hind legs seemed to be constricting around her flanks; barely holding themselves at bay. Twilight could feel Chryssi's body barely keeping her mating insticts in check. She could hear a voice racing in the back of Chryssi's mind to clamp her back legs hard and push Twilight all the way in.

Better get this over with, the anticipation is killing her... Twilight thought.

Twilight pulled back as far as Chryssi would allow and plunged her entire member into her all at once. It was like nothing she had ever experienced, each and every little nub along the shaft sent chills down her spine and even with Chryssi's venom helping her, it was stressing to not cum in her immediately.

"Uuuhhh!" Chryssi yelled out, lowering her voice into a loud moan as Twilight's member slammed up against her cervix with authority.

"Good girl, I love when a mate shows signs of authority. Allow me to reward you" Chryssi said with a smile on her face.

Twilight gasped. Chryssi was moving her walls in a motion that felt like it was sucking her in. This wasn't the first mare that had done this; mares typically have really good muscle control, but this was entirely different. It was strong and cordinated in such a way to bring her the most pleasure possible. It was gripping up and down the shaft, pulling her into the cervix where the muscle control there was massaging the tip of her member.

"I...I think I can't hold it, I'm so sorry Chryssi" Twilight moaned and thrust into Chryssi a few times, fully expecting to blow her load. She closed her eyes, straining as best as she could not to and oddly enough; she didn't.

"Wait, I could have sworn I was really close... " Twilight said, panting heavily.

"The venom paralyzes the muscle pump that pushes out those fluids. You can literally go hours hammering me like a blacksmith on his anvil and not cum once. You will still get the orgasm feeling, but nothing will come out." Chryssi rolled Twilight onto her back, putting herself in a cowgirl position.

"Don't you worry about getting me off, I figured there was a chance you would be too inexperienced with what you have and made something of a surprise for later." Chryssi lifted herself up, leaving half of Twilight's member in her and rolled her hips in a three hundred and sixty degree motion before plunging the member all the way to the hilt into her body.

"Ahhhh that's so good Twilight!" Chryssi yelled in ectasy.

Twilight felt Chryssi's body shiver, her neathers contract, squeezing down on her member as if holding it in place, followed by a rush of fluids from Chryssi that lubricated the shaft all the way down the hilt.

"O-ohhhh.....hmmmm that felt good. It's been so long since I had a proper one that I almost forgot how it felt." Chryssi leaned into Twilight, giving her a peck on the cheek "Thank you for holding out my little ero pony."

Twilgiht could barely makeout what Chryssi was saying, her body was entirely drained and her hearing was picking up everything in slow motion. Her vision was also getting blurred, like she was ready to black out from the stress at any moment.

"Oh, seems like you're spent. Well I guess it's time for the surprise then. You two can join us now" Chryssi said as she turned her head toward the doorway.

Twilight arched her head to see who Chryssi was talking about. However, her vision was so blurry at this point that all she could make out was a white blob and a smaller dark blue blob hanging out by the doorway. Twilight blinked to try and focus her vision, but quickly found that she couldn't open her eyes back up. She just felt entirely drained.

"G-good night, Chryssi..." Twilight yawned and then drifted off to sleep.

***Several hours later***

Huh, something feels really warm on my ear Twilight thought as she rolled over in the bed. "Chryssi are you nibbling on my ear?" Twilight slowly opened her eyes and turned her head to find not Chryssi, but Luna half moaning in her sleep, occasionally nibbling on Twilights left ear. Twilight sat up in bed, but immediately regretted it. Whatever had happened after she blacked out last night was now painfully obvious.

Her entire backside hurt, not like a sharp pain but a dull overstressed pain, almost as if she had been working out too long. The muscles on the inside of her back legs were also sore and to top it all off her that felt scratchy and dry. Looking around the room she noticed that whatever had happened it was no less than a spectacular orgy. Luna looked as if she was wearing a silk corset with some very revealing panties. She was also wearing socks but everything seemed tattered. One of the straps on the corset had broken off from the socks and was danging to one side, the other was torn in half part ways down the leg at the hoof. She seemed to also have various strike marks from some kind of whip on her backside.

"Jeeze, what happened to her?" Twilight asked herself outloud.

Suddenly she felt something pulling on her tail, she looked to other side and found Celestia in the bed with her, though not in any way she would have expected; nor wanted to see her teacher. She had what looked like some kind of leather hat on that said "Bite me, I'm kinky!" in gold lettering above the visor. Her entire body was covered in what she could only identify as some kind of rubber sneaking suit, almost like the one she had used to sneak into the Canterlot library, except much more...pronounced in certain areas.

There seemed to be little leather leg retraints on the side of the suit, a ball gag hanging around the neck and a holseter on the side with a little crop tucked in. Twilight stood up and jumped off the bed to inspect further. Celestia's suit also seemed to have a leather band across the back legs that was most likely a magical leg spreader. Her suit also opened up in the back end for fairly obvious reasons.

"Great, just what I wanted to learn; that Celestia is super into kinky stuff, Luna too..." Twilight looked around the room. Random sex objects were strewn about haphazardly. The member that was between her legs last night was now at the foot of the bed, shriveled up like a prune from overuse. On nightstand by the bed was a broken Mare Breaker 4000.

"Well, theres a thousand bits down the hole." Twilight stopped herself and giggled "Down the hole, I gotta remember that one."

She continued looking around the room, when a odd smell came from upstairs. It smelled absolutely divine. "Oh, right Spikes dinner, I slept right through it!"

Twilight began to take off in a run up the stairs, but fell face first into the floor, her body in pain and refusing to go more than walking speed without hurting.

"Why am I so worn out?" Twilight picked herself off the floor and began limping up the stairs slowly, a task that seemed mundane, but feeled as is she was in a rock climbing competition. When she reached the door she heard a humming sound, not like Spikes humming, but more like Chryssi.

She opened up the door to find Chryssi in an apron and what looked like saddle bags on her backside. She was keeping herself busy and setting the table with various seafood goodies. After she set down what looked like shrimp rolls on the table she turned her head toward Twilight and smiled.

"I see you're up earlier than I expected. I was hoping to surprise you for lunch, but it seems all you did last night hasn't worn you out in the least." Chryssi took off her apron and set it on the back of the chair. "Can't say the same for Celestia or Luna though, after what you did they might be out for days."

"W-what I did?" Twilight asked, a hint of worry in her voice.

"You don't remember? Oh, well, this is going to be an amusing chat." Chryssi levitated two large pillows over to the table and set them on opposite ends across from one another. She then sat down on the other side of the table opposite Twilight and beckoned her to sit down.

Twilight merely nodded and took her seat.

"So, from what I can gather, I did ...more sex stuff and didn't remember it?" Twilight asked.

"Did you ever do more and then some. About thirty or so minutes after you blacked out you woke up with what I can only descibe as a look of unending lust. I've seen some ponies get a little too into it in my day, but what you did last night was by far the most amazing display of stamima I have ever seen." Chryssi lifted a single shrimp roll up with her magic, taking a dainty bite out of the end.

"Could you...start from the beginning? I have a feeling I'm in trouble when Luna and Celestia get up" Twilight said, blushing.

"Non-sense, everypony in that room was into it. it may have taken all three of us to wear you out, but we enjoyed every moment of it." Chryssi took another bite out of her shrimp roll. "As for where to start, well lets just say Luna may be walking funny for a while. You see, shortly after you woke up you immediately went to town seducing Luna, eventually getting her to raise her posterior into the air and then you well..."

"I what?" Twilight asked.

"You stuck your member in her butt and plowed her like a farm pony does his fields. I even had to cast a spell to soundproof the room because she was screaming so loud."

Twilight felt dizzy, and closed her eyes. She could see herself mounting Luna and then aggressively slamming her member into her rear end. She watched herself grab onto Luna's horn for leverage while the mare screamed in what looked like a combination of pain and sexual bliss. She could even hear some of Luna's moaning and talking in her head.

"Twilight...harder, fuck me until I can't think anymore!" Luna yelled, followed by a moan that sounded like a scream of pain and sexual satisfaction.

"Yeah, pretty much like that. You kept pounding her for a solid half hour or so. Me and Celestia even stopped cunnilingus with one another to watch you give Luna one orgasm after another. By the time you got bored she orgasmed at least six times and was little more than a drooling idiot on the floor." Chryssi dunked her shrimp roll in some sauce laid out in a cup on the table and took another bite.

Twilight shook her head, opening her eyes and looking down at the table. "So...I dominated Luna, but something tells me that isn't all, is it?

"Not even close. You should have seen Celestia's face light up when you started on her. It was like Hearthswarming and a hundred birthdays happened all at once in her expression. Actually, you can probably see for yourself what happened next. Close your eyes and let this little flash back wash over you, the more you fight it, the worse it is." Chryssi watched as Twilight's eyes went wide with terror.

"I- I can't. That's my teacher laying in that bed. She's like a second mom to me!" Twilight cried, her voice cracking in distress.

Chryssi sighed. "A teacher that needed release just as much, if not more than you did, Twilight. I could feel decades of repressed lust in her body when I caressed her clitoris with my tongue. It was like the floodgates opened up. Her entire demeanor changed from primm and proper to hormone driven filly."

"TMI chryssi, TMI" Twilight said, the mere though of imagining her teacher being eaten out making her uneasy.

"Don't be such a prude. We all shared an experience few beings could even imagine. Are you not in the least bit curious as to what you did with Celestia?" Chryssi asked, a smile on her face betraying that she full well knew how to play Twilight.

Twilight sighed. "Fine, if I don't you will keep reminding me about it till my curiosity gets the better of me." Twilight closed her eyes begrudgingly. She knew Chryssi was only playing, but she sure knew how to press her buttons; even for the short time they have been seeing one another.

She could see herself approaching Celestia. Her posterior presented in such a way that she was expecting the same treatment that Luna got. However, as soon as Twilight was within distance to commence any kind of sex, she put one hoof on Celestia's back and the other on her neck, forcing her face first into the bed.

Oh no, what am I doing!? Twilight thought to herself. theres no way she will forgive me for...

Twilights thoughts trailed off as she saw Celestia turn her head to the side, a massive grin across her face. "I been a naughty princess, Twilight. Please make me your slave as punishment!"

Twilight watched herself cast a spell, binding Celestia's front legs to her sides and spreading her backlegs wide with the spreader strap on her suit. She then tied the ball gag around her horn tightly, barely stretching it down to put in her mouth. She then levitated the crop into the air and began to spank Celestia's behind, making sure each strike hit the dead center of the sun on her flank.

"Do you want it? Do you want to end up like your sister, Luna?" Twilight could hear herself say in a very condecending manner.

Celestia maoned loudly in what she could only discern as a over exuberant yes.

Well at least she's really into it. Not sure how I feel about plowing my teacher though...

"I don't think you have been punished enough, skank!" Twilight fired a bolt from her horn, hitting Celestia's rubber suit. The suit tightened up as if it were a size too small for Celestia, squeezing her body and making her posterior protrude more. Twilight then mounted Celestia with authority, pushing Celestia face hard into bed with her own body weight. She then proded Celestia's outer labia with her member, slowly gliding up and down her folds, but avoiding the penetration Celestia moaned excessively for.

"So slave, do you want to feel my full power deep inside you?" Twilight said while teasing Celestia's clitoris with the tip of her member.

"MMMfffppphhh!~" Celestia moaned excitedly, bucking her hips so her labia caressed Twilight's member all the way up the shaft.

"Oh, that feels nice, slave. I guess I should reward you. However..." Twilight stared at her member, which began to swell in size until it was roughly twice the original size, easily over twenty inches in diameter. "This is more your size isn't it?"

"Mmmnnnffp?" Celestia asked, though no pony could make out what she was saying.

"Don't give me that face. You know what's coming" Twilight said dominantly.

Twilight pressed the tip of her member up against Celestia and began to push the head in slowly.

"MMMmppppfff!" Celestia spat out her ball gag. "T-twilight, that's a little bigger than I'm used to. Could you give me a second to ad-

Twilight thrust forward pushing the rest of the girth of her penis deep inside Celestia, only stopping when she was balls deep inside her. The effect was immediate and pronounced in Celestia. her head shot into the air, her tongue hanging out and a scream of both pleasure and pain echoed around the room.

As Twilight watched herself dominate Celestia, she could feel what her teacher was feeling. her body was quivering from the shock of having such a large object forced into her all at once. Her back legs where shaking, she could feel her breath leave her body in one short burst and how she was gasping to bring in more.

"S-so big..." Celestia moaned, her entire body quaking in ectasy.

Twilight watched herself wrap her forelegs around Celestia's midsection for leverage...

"Ummm Twilight? I think you should calm down a little" Chryssi said.

Twilight opened her eyes to see Chryssi pointing behind her. "Huh? Is there something-mmpph" Twilight turned her head, only to be greeted by a mouth full of her own feathers.

"Ptah!" Twilight spat out a couple of her own feathers onto the floor and stared at her wings momentarily. They were stiff and erect, just like when a pegasus were during sexual arousal. Twilight turned back to Chryssi, lowing her head and blushing furiously.

"S-sorry, that was entirely inappropriate of me!" Twilight said, covering her face with her forelegs in embarassment.

Chryssi levitated a large shrimp scampi in front of her, taking a bite. "I don't see why you are so embarassed. Our entire relationship has been mostly inappropiate on many levels. Sex for power, sex for fun, random flirting in the streets where every changeling in the swarm could see and know about us and now an orgy with you, me, Luna and your teacher, Celestia."

"I know I feel...just terrible about what happened last night. I was out of control and out of bounds. Am I becoming some kind of sexual deviant?" Twilight stood up, tears rolling down her eyes.

"Is this how Brutalis started out? Am I going to become more like him!?" Twilight yelled.

Twilight felt something enter her mouth, it was a bit of shrimp scampi that Chryssi had levitated over to her.

"Always with the self judgement with you ponies or in your case self judgement with a hint of hysterics and insanity. Sit down Twilight, We need to have a heart to heart." Chryssi levitated a bowl of crab soup over to Twilight along with various other seafood delights on a plate.

Twilight stared at Chryssi momentarily and then at her food, she sat down and began to chew the shrimp in her mouth while listening intently.

"The key difference between you and that monster is you gave Luna and Celestia exactly what they wanted. You don't realize it , but you managed to use a combination of mind reading and swarm connection to search out each of thier feelings and then you acted on thier deepest desires." Chryssi took a sip of tea and then sat it back down, clearing her throat before she continued.

"The key difference here Twilight is they wanted what you did to them and in turn they gave you what you wanted in the end, a release of all that pent up frustration that you have foolishly held in for years. I mean, you do remember how the night ended right?" Chryssi stared at Twilight, waiting for her answer.

"Well, I don't know what happened after the whole...Celestia thing, all of that was a blur" Twilight said, loweing her head.

"Put bluntly, I have never seen a pony take double penetration for as long as you did. It took all three of us nearly and hour taking turns in different positions to finally satisfy you. It all ended with a triple penetration and your finally falling asleep on the bed next to Luna. I mean, I abore using that term some of the kids use nowadays, but 'thirsty' is a very accurate term to descibe what happened last night." Chryssi levitated a shrimp roll onto Twilight's plate, watching her closely.

"But I- mmpppfff?" Before Twilight could say anything she found her mouth full of shrimp roll.

"Seriously, you went a little bit kinky and horny last night. It's not representative of you as a thinking, feeling being as a whole. It's just hormones and a taste for being adventurous, nothing more." Chryssi stood up and walked aroudn the table, sitting next to Twilight and leaning her head up against her. "No pony is going to hate you for stupid superficial non-sense that everypony will forget in a month, least of all the Alicorns still sleeping downstairs; they have eons of experience in this kind of thing and probably have done WAY more degenerate level things than we can ever dream."

Twilight looked down at her plate and then to her side, right into Chryssi's eyes. "I guess' you're right. I'm being silly about the whole thing."
Twilight gazed into Chryssi's emerald eyes, her lips puckering, waiting for Chryssi to lean into the kiss she knew that was coming..."

"Seriously, no. Do not touch back there, I can get it out myself!" Luna yelled.

"Why are you yelling at me? I'm not the one who sat up and got a dildo stuck in her behind. I'm just trying to help!" Celestia barked back.

"Lies! Lies and deceit! Thou wants to switch on the vibrate function in an attempt to seduce us!" Luna yelled.

"N-no I don't, well, maybe just a little seduction. I have another mare breaker around here somewhere if you want to try what Twilight tried last night" Celestia yelled back.

"Hey, don't you even think -nyaa~ you turned the vibrate function on, didn't you?!" Luna yelled, though her yell was more like a half contained moan more than a yell.

"No I didn't! Your tail hit the switch! Let me just get my crop and lube and we can..." Celestia's voice slowly trailed off for a few minutes, then replaced by the sound of rumps colliding, a few cracks of a whip and a few sparse though very loud moans.

Twilight looked toward the door and then back to Chryssi "Did they just..."

"See what I mean? Horny degenerates" Chryssi said, rolling her eyes.

Twilight giggled and leaned on Chryssi, the warmth of her neck incredibly comforting. "I guess you were right, everything will be just fine."

"Told you so you silly nilly" Chryssi said as she nuzzled Twilight's mane affectionately.

"I guess you did. I love you, Chryssi" Twilight said softly.

"I love you too, my little eropony" Chryssi replied.

The End

For The Swarm

by Diceman

Chapter I:Work, Work, Work

Chapter II: The Queen Emerges

Chapter III: Seductress

Chapter IV: 'Brutal' Swarm Politics

Chapter V:The Power Of Love

Epilogue