The plan begins
Within her private chambers Queen Chrysalis let out a pleasurable groan as Twilight loudly pleasured her with her tongue. Chrysalis had to admit that even though Twilight was still relatively new to all of this she had picked up the skills quickly. She used her tongue skillfully, finding all of her mistresses pleasure spots and stimulating them perfectly.
"Twilight," said Chrysalis, causing her prized daughter to stop.
"Yes my Mistress," says Twilight in a respectful tone. Chrysalis did not even bother to hold back a smile. A few weeks ago a mare named Trixie had been captured by her drones to be used as a food source. Yet when the Queen saw her strong will, added with her little rivalry with Twilight, an idea had formed in her head. A way that would break the loud blue mare in a way that would also make her useful to the hive. And, as an added bonus, would teach Twilight a little lesson in humility.
The first part of the plan was to get them both ready. Trixie was given to the changeling nurses to have eggs implanted within her. While that was going on, Twilight was placed within a cocoon that would change her from a changeling queen to a simple minded drone. Once they were both ready Chrysalis had Twilight mate with her with Trixie. In a short time the loud mare was commanding the Twilight drone to fuck her senselessly. For the finishing touch, Twilight was then placed within Trixie's cell once more so that Trixie would drink her rivals sperm in order to speed up the birthing process.
Chrysalis had this gone on for a little over a week. In that time, Trixie had given birth twice with the help of the Twilight drone. After that, Chrysalis had brought the Twilight drone back to the cocoon to return her to her previous rank. However, she had decided that Twilight should keep at least one of the changes.
"You have pleasured my pussy enough for now," said the Queen. "Switch to my asshole."
Twilight said nothing. Without hesitating, or the use of pheromones, Twilight moved her head up so that her mouth was directly in front of her mistresses hole. A pleasurable groan escaped from the Queen as she felt Twilight's tongue trace its outer edges. Slowly, Twilight circled around it for several minutes causing Chrysalis to bite one of her hooves.
Suddenly, without warning, Twilight shoved her entire tongue into the Queen's dark hole. Chrysalis could not stop herself from screaming out in pleasure as she felt Twilight wet, warm tongue more around inside of her expertly. She knew it was dirty seeing that she had gone just before they had started this, but Twilight didn't show any signs of stopping unless her mistress told her to.
'Looks like my plan worked perfectly,' thought the Queen to herself. Ever since Twilight had come out of her cocoon she had not once done anything to disobey her or disrespect her. She did everything that her Queen commanded her without question. She spoke only when spoken to. It was almost like she was still a drone. But the Queen know that Twilight was doing this all under her own free will. Her mind was hers again and she was continuing her lessons to be the next Queen of the changelings.
Chrysalis then felt Twilight flatten her tongue as best she could before she started to pull it out. For a brief moment she suspected that she might have to use her pheromones on Twilight to keep her from stopping. Yet before she could, Twilight then rammed her tongue back inside the Queen as if it were a dick. The changeling Queen trembled in delight as Twilight continued to tongue fuck her asshole.
Twilight made a groaning sound similar to her Queen's as she brought a hoof to her dripping wet pussy. Chrysalis's eye nearly rolled to the back of her skull as she felt that small hoof on her pussy. the mere touch was electric and sent shocks all over her body. As Twilight continued her tongue assault she began to make circular motions with her hoof. Every once in a while she would deliberately rub against her mistresses clit, causing her to moan loudly.
"Enough," cried Chrysalis suddenly. Obediently Twilight stopped, but kept her tongue in Chrysalis's asshole. She had been told to stop, not remove her tongue. "You have pleased me well. Now I shall reward you by allowing you the great privilege of cuming inside me."
Twilight allowed a sly grin to appear on her face as she pulled her tongue out of the Queens ass. As she does, her member which was kept within the slit between her legs began to emerge. The purple phallus grew nice and hard as she stood on all fours. It was the one change that Chrysalis had kept, however Twilight's cum could no longer impregnate anypony. Still it could be used to speed up the pregnancy of mare as well as provide a tasty treat for the Queen. Twilight then used her magic to keep her member up straight while she got into position. When it touched her lower lips Twilight stopped. Chrysalis turned her head around to see Twilight grinning at her in a sexy fashion.
"As my Mistress commands me," said Twilight in a sultry tone that she knew drove the Queen crazy. With that, Twilight inserted her member within the Queen. The effect was almost instant. The Queen had made sure that Twilight's cock would be superior in every way to that of a normal changeling's. It was larger and thicker. It could also expel larger amounts of cum. The walls of the Queens pussy stretched as the large member pushed inward.
At first Twilight begins with slow in and out movements. This gives the Queen a pleasurable feeling that isn't the same as before. It was hard to describe. Not as powerful as when Twilight's tongue was in her ass, but it was still strong. In time, however, it becomes a fury of thrusting motions that once again cause Chrysalis's eyes to roll to the back of her head. Each rapid thrust seemed to send electric shocks of pleasure directly to her brain.
Chrysalis reveals in the pleasure as she feels Twilight's first load shoot inside her. Its warmth fills her insides. Her breath, which had been steady till this point, was now more like a light pant. She can feel her own release coming closer with each thrust. Inching its way closer and closer. She could reach her release if she helps yet chooses not to. She is a Queen after all. It was the duty of her subjects to please her! And besides, she wanted this to last a little longer.
The changeling Queen is now moaning like some whore. Twilight has begun to double her efforts in order to better please her mistress. Her second load is about ready to fire, one more powerful than the last. She knows what to do.
"Mistress," says Twilight as her thrusts increase even more. "This unworthy changeling is about to cum once again. She knows that her cum is unfit to enter you a second time. But still she begs you for permission. Please Mistress, let me spray my life nectar inside of you!"
Feelings of victory rise within Chrysalis as well as her lust. Nothing excited her more than fear and begging. She is pleased that Twilight remembered this in the middle of passion.
"Your Queen commands you to cum!" With this declaration, Twilight made one final jab into her Queen sending her load deep inside her.
Chrysalis lets out a moan as she felt Twilight's sperm fill her insides. Unlike the first one, which was short, this one seems to just keep going. It was like a running faucet. She felt it fill up her womb before it began to expand. As it does, Chrysalis begins to climax, screaming at the top of her lungs. It is earth shattering. Words fail to describe what she if feeling. She is only briefly aware that her belly is beginning to expand. But she is aware.
"Pull out," she commands. Her favorite daughter complies instantly, removing her cock from Chrysalis's hole. However she is still cuming hard with no signs of stopping. Her jiz sprays all over her mistress, covering her in the green liquid. To the Queen it feels like she is taking a shower. She rolls on her back to allow it to cover her entire body. She even opens her mouth so that she can have a taste. Later she would have Twilight lick her clean, but for now she would enjoy the sensation.
Slowly, her orgasm begins to fade. As it does, she begins to feel sleepy. The warm cum which is slowly beginning to stop only seems to add to her relaxed state. Soon she closes her eyes as she fades into dreamland.
000
Twilight watched as the Queen began to snore. Her eyes narrowed, watching every little movement. She had to make sure that Chrysalis was truly asleep before she did anything. Twilight began to flap her wings in order to hover in the air before circling around the sleeping Queen. From every angle, it looked like Chrysalis was asleep. Just like the last several times she had checked in the last few days.
Now that she felt certain that Chrysalis was asleep, Twilight began to clean her tongue off with her hoof to get rid of the foul taste. She hated shoving her tongue up her Queen's ass. Hell, she hated doing this with her in the first place. But she had no choice in the matter. Even if she spoke out against it Chrysalis would just use her pheromones to make her do it. Besides doing it this way worked in Twilight's favor. It helped accelerate her plan.
Gently using her magic, Twilight picked up the sleeping Queen before taking her out into the hallways. Slowly she walked, passing by several changelings who spoke not a word nor did they pay her any notice. Why should they? Twilight was a Queen in training. She outranked them. They were drones, mindless brutes who had barely any thoughts running through their heads. They would only react if they saw an intruder or something of that nature.
As they got closer to their destination a grin appeared on Twilight's face. Her plan had worked perfectly. As soon as her demotion was over Twilight began to lay the foundation of her plan which was getting the Queen to drop her guard. To make her think that Twilight was now completely obedient. It was hard doing some of the things that Chrysalis wanted her to do but Twilight did it anyways without saying a word or looking annoyed. But soon Chrysalis began to use her pheromones on Twilight less and less until the time came when she stopped completely. It was those pheromones that were the real problem. By releasing them the Queen could make any changeling do whatever she wanted. Any plan Twilight had would be doomed to fail unless she found a way around it. And here it was, Chrysalis asleep with Twilight in her private chambers. The first, and hardest, step was now over.
The second step would be much simpler as well as entertaining. For her at least.
Within minutes the two were in the cocoon caves. All around them were hundreds of green glowing cocoons that were just waiting to be filled. These were used for a process called re-purposing. They could change a changeling into any type of changeling that they needed in the need arose. Like, for example, they were short on nurses. The Queen could take any drone, place him into the cocoon, and a day or two later out would pop a nurse.
Twilight shivered as she remembered the times she had been here before. The first time she had been a pony, a unicorn to be precise. She had resisted it back then, trying hard to remain the flawed creature that she had once been. But in the end the cocoon had opened her eyes to the truth as it transformed her body into a young changeling Queen. The second time she didn't resist as she was changed once again into a drone and the third when she returned into her Queen form. Both times had been something beyond her ability to explain. It was like a never ending series of orgasms as one's body was changed.
Twilight glanced around real quick, looking for just the right cocoon. Once it was found, Twilight cut it open with her hoof. She then gently placed Chrysalis inside who was beginning to stir. The Queen opened her eyes as the cocoon, who had sensed that there was somepony inside of it, began to close.
"Hail to the Queen," said Twilight before it finished closing.
Inside, Chrysalis began to panic as she tried to escape. 'This is impossible,' thought the Queen of the Changelings. 'Twilight has made a very grave mistake!' Using her hoof she did her best to reach out for the wall of the membrane. This however proves to be more difficult than she thought. The fluid inside the cocoon had already surrounded her body, holding it in place as it began to do its job. The green slime began to seep into every opening. It glided down her ear tubes and her nostrils. She did her best to keep her mouth shut tight, but it still found its way inside her. The worst was her back entrances. The green gel moved inside both her ass and pussy, simulating every nerve in both holes.
Chrysalis could feel the slime begin to work its effect on her. It was going to adjust her into whatever Twilight wanted her to become. 'But how does she know who to re-purpose a changeling?' thought a panicked Chrysalis. 'I never showed her how to do it!' But that would have to wait for latter. Right now she had to get out before Twilight turned her into a drone!
Luckily for her, there was a spell she knew that would help get her out of this. There was no way Twilight could have directed the cocoon fast enough to make it do what she wanted. As she charged her horn she felt the goo inside her back hole begin to pulsate and then expand. It was like a stallion, who had been limp when entered, had suddenly become stiff. This caught her off guard and the distraction was enough for her spell to fail.
She tried again but the slime was quicker. It began to rub inside her as it filled every crack within those two holes. Not only that, the same thing was happening with her throat. Her mouth was forced open for some reason as it began to push its way deeper inside of her. She felt herself begin to gag, but it still kept going deeper inside of her.
Time and time again, Chrysalis tried to use the spell that would allow her to escape. However, each time she tried the green goo would interrupt her. The slime in her pussy and ass had begun to make thrusting motions inside of her. She felt it squeeze her clit. She felt it stimulate her in ways she never knew were possible. With each orgasm she found it harder to concentrate on her magic. With the last of her resolve, Chrysalis tried once more. This time the slime in both holes suddenly expanded, stretching her like nothing she had ever felt before, while still continuing its thrusting motion.
As this happened, the goo that was sliding down her ear cannels had made its way to her brain. It poured in, filling every nook and cranny it could find. Once it had done this it began to alter her way of thinking to match what Twilight desired. It began to unlock emotions that changelings normally didn't have. It began to look for memories to alter or hide. If it wanted it could make Chrysalis think she was a dog or a drone.
From then on, Chrysalis could only think about how good this all felt.
"Such a pity," said Twilight as she watched Chrysalis give in. "She only lasted four minutes. I was expecting her to resist longer than that!" Twilight then turned around to leave, grinning at her success. During the time she had spent as a drone she had seen many thing. One of them was when her Queen had used a cocoon to re-purpose a drone. At the time, her stupid drone brain could not comprehend what she was seeing. However, when she returned to being Twilight Sparkle, she remembered everything. She knew the basics of how it worked which allowed her to attempted several trail runs while her Queen slept on several lowly drones. Drones that would not be missed if something went wrong.
Sometime later, Twilight returned with seventeen drones. These weren't just any drones. They drones had been born from both herself and Trixie. Each one looked the same and were about the size of Applebloom. They were doing well for being only a few weeks old. But soon they would be better. These drones deserved better seeing that they were Twilight's offspring. One by one they followed Twilight's orders to enter a cocoon each. They would be the first to receive powerful new forms, transforming them into her elites.
Once the last of them had been sealed in with their cocoons, Twilight walked over to a very special one in the back. This one she had preprogrammed after she realized what she could do with them. Smiling, Twilight opened it with her horn and then entered it.
000
Chrysalis had no idea of time. Everything around her was wave after wave of pleasure. She would have screamed out of joy if she could, but the gel inside the cocoon kept her from doing so. She never wanted to leave. All she wanted now was to remain here enjoying wave after wave of bliss. But it was not to last as somepony cut the repurposing chamber, causing her to spill out onto the floor.
She did her best to stand as the effects of the slime stimulation faded, but her legs felt so weak. Looking around she saw that the room had changed. Panic filled her as she realized that all of the cocoons were gone except for hers. 'How could this have happened?' thought the Queen as her jaw dropped. Last she had checked, there had been hundreds of cocoons in here. What had Twilight done? How long had she been gone?
Chrysalis's thoughts were interrupted as a she was suddenly shoved from behind. Growling in anger, she turned her head to yell at whoever dared to treat her with such disrespect. Yet when she saw who it was her eyes went wide in shock. There were two of them, both very similar to what a changeling would normally look like. But the fangs were at least a foot long and their horns were smooth as well as curved. Their wings looked stronger, resembling the wings of a dragonfly. Their tails had been changed as well. They no longer looked like a pony's but a scorpion. But what shocked the Queen the most was that they were at eye level with her.
"Move," said one as she was shoved once more.
"How dare you?!" yelled Chrysalis. "Is that any way to treat the Queen of the Changelings?" The two altered changelings said nothing. Silently their tails struck her with lightning speed. She fell to the ground, blood dripping from the cut on her cheek. She wiped it away with her hoof and was about to yell at the strange changeling when she noticed something. The blood on her hoof was not green, but red! And her hooves, there were no holes in them at all! Jerking her head back, she saw that her wings were gone. Lifting a hoof up to her head, she felt around for a horn that was no longer there. Her eyes went wide as she realized the horrible truth.
She was now a pony. She probably didn't notice at first since her coat was still black. She quickly checked her mane and tail to see that they too were their original green color. Her once hard chitin shell hand been replaced with soft, weak skin that offered her no protection. She had been made weak, helpless. One of the very creatures she used to feed on in order to live. Twilight had done the most horrible thing she could have done to her queen.
If only she knew what was in store for her.
000
Twilight dreamed. It was the same dream she had been having since she had become a changeling. She never remembered it until she was back in the dream. Why this was, she had no idea nor did she have time to ponder the reason. The events in the dream were too horrible.
It was almost always the same. She would find herself in her old body. Within the dream she was once again Twilight Sparkle, Element of Magic holder and faithful student of Princess Celestia. She hung in the middle of a bright green spider web, unable to move no matter how hard she struggled. Not that she struggled much anymore.
When she dream first started, she was fully and healthier. But as the dreams continued, her coat became more ragged and worn until chunks of her fur were missing. Several of her teeth had fallen out. Her once beautiful man was done, lying on the floor. Her skin clung to her bones, making her look more like a mummy than a unicorn.
No, she no longer struggled. She just sat there with almost all of her hope spent. Each night it faded a bit more as did her body. She waited, trying her best to keep her mind her own. But she was beginning to forget things. The feeling of when her parents hugged her or the joy she felt when she got her cutie mark. Things that made her the mare she was today were slipping away along with her will to stay alive. Now, while she still held on some hope of getting her old life back, she also longed for death. To die while there was still some bit of her former soul left.
Then she felt the webbing tighten a bit. She would have gulped if there was any moister left in her throat. She was about to look up when she spotted something off in the distance. It was a figure, shouting at her. She could barely hear what she was saying. Twilight watched as the figure began to run towards her, but it was too late.
The creature on the web was already there.
It was Twilight. Well, more like the shell of the changeling Twilight Sparkle. It was completely empty inside, yet it moved along the web with surprising speed. It crawled downwards until it was right below Twilight's hind legs. Then, it opened its mouth so that it could devour its prey. Twilight scream in pain. Had she been able to produce tears like should could a few months ago she would have, but not anymore. The shell grabbed her body with its front hooves and began to push her into its mouth.
Bit by bit, Twilight watched in horrible agony as she was swallowed whole. But she didn't struggle. What was the point anymore? The same thing would happen when she went to sleep again. It was a never ending cycle of terror and pain as her soul was chipped away. The figure was almost there, but it was too late. The changeling shell had completely consumed Twilight. As its eyes began to glow green she woke up.
"Forgive me for disturbing you, my Queen," said the changeling who had awoken her. "But she has awaken."
"Very good Trixie," said Twilight, her dream already forgotten. "Show her in."
A moment later, Twilights new changelings brought in Chrysalis who was still trying to get away from the guards. She only stopped when she saw Trixie. Her mouth opened in shock, as if it were impossible to believe that Twilight could have done something like that to a pony she had known once. Then, Chrysalis looked up at Twilight. The new Queen of the changelings was taller than she had been. Her horn larger and stronger than before. In fact, she almost resembled Chrysalis before Twilight had put her in the pod.
"Twilight, what is the meaning of this?!" demanded Chrysalis.
"Oh, just a little revenge," said Twilight as she stood up.
"For turning you into a changeling," guessed the former queen. Yet, to her surprise, Twilight shook her head and laughed.
"Oh no," said Twilight as she walked over to Chrysalis. "I was angry with you before you turned me into a changeling, but that was before the pod opened my eyes. You enhanced me to a far higher level of being that I never could have obtained as my former self. You made me a changeling princess, making it possible for me to become a Queen. For all that, I am very thankful." Then, Twilights eyes hardened right before she struck Chrysalis. "No, my former Queen. It was when you demoted me. You see, the stronger body I very much liked. But you did something else to me that is unforgivable! You made me stupid!"
Before Chrysalis could say or do anything, Twilight used her magic to pick her up and fling her against the nearest wall. Chrysalis screamed in pain, her new body providing such pitiful protection against this kind of attack. But she didn't fall. Instead, Twilight held her there, as her magic began to pull at Chrysalis's legs as if she were trying to pull them out.
'She's going to kill me!' thought Chrysalis as the pain continued to grow. But then, it all simply stopped. She was then gently lowed to the ground next to Trixie.
"Do you really think I would let it end that quickly?" asked Twilight with a laugh. "Oh no, I have something far worse in store for you. Trixie?" Chrysalis watched as Trixie, who had been laughing at her misfortune, quickly turned her head to look at her new Queen. "Take her to the feeding halls."
When Chrysalis heard this her eyes went wide. She was going to be put in an alcove to be fed upon. 'No!' she screamed in her mind. 'I won't let it end like this. Not here! Not now!' Gathering strength she didn't know she had, the former Queen managed to quickly stand up and race out of the room.
"I was going to do this nicely," said Twilight with a sigh. "But if she's going to act like that then I have no choice. Guards, wait here for five minutes or so before going after her. Once you find her you know what to do." Both of Twilight's elite guard grinned.
000
Chrysalis ran as fast as her smaller legs would carry her. She hated not having wings to fly with or magic to teleport. But right now she didn't have time to complain. She had to take control back as fast as she could. And there was one way she could do that.
It took her awhile, but finally she made it back to the pod room. Luckily for her that the pod she had come out of was still there, waiting her return. A smile appeared on Chrysalis' face. Twilight thought she was so smart. She thought she never everything about the pods. Well, Twilight was dead wrong. True, normally the pods needed magic to use them. However, there was another way to operate the pods in case Chrysalis ever found herself unable to use her magic.
Slowly, Chrysalis' smile turned into a frown as she stared at the pod. Something was wrong, very wrong. She knew that she knew how to do this, but whenever she began to think about these pods in detail her mind began hazy. Taking a deep breath, Chrysalis closed her eyes so that she could completely focus on the problem. Still, ever with this, the information was just out of her reach. Growling in frustration, Chrysalis punched the pod with her hoof. What was the matter with her? Why was this happening now when she needed to know this the most? And why hadn't the guards found her yet?
Chrysalis' eyes shot open as it finally dawned on her. When Twilight placed her in the pod, she must of ordered it to place memory locks on specific things in her memories. That's why she wasn't in any hurry to get her back. She knew Chrysalis would head down her to try and restore herself. What she should have done was make a break for one of the exits.
"Looks like she finally figured it out," said a voice from behind her. Chrysalis turned around to see the two changelings from before. Now that she thought about it, where was the rest of the Hive?
She didn't have long to wonder as one of the two flew at her at a speed she had never seen a changeling fly at before. She turned to run, only to have her assailant sting her with his scorpion tail. A half second later Chrysalis fell to the ground. She tried it get up, but her limbs refused to move. She tried to open her mouth to beg the two to let her go, but she found she was unable to do that as well. Realization hit her lick a ton of bricks. The poison in their stingers were made to immobilize their prey, not kill them. She was now a prisoner in her own body!
Roughly, she was flipped onto her stomach by one of the changelings. Slowly they both moved behind her, leaving her to fear for her own fate. If she could only turn her head just a little then she could see what they were planning. Sadly, she didn't have to wait long for one of them used magic to raise her rump into the air while also pushing her tail to the side. Chrysalis fought with all her might to move, to resist in some manner. However the poison was just too strong for her to fight. Her only hope was that the poison also numbed her senses.
As a dick slid into her pussy, Chrysalis came to the realization that the poison didn't numb any of the pain. In fact, it felt like it was her first time all over again. Only this time she wasn't in control. The dick pierced right through her with one strike, burying itself deep within her. She could feel the blood running down her legs. But the stallion wasn't done. He began to ruthlessly thrust back and forth, tearing up her insides with his member. The former queen felt tears fall down her face. It seemed that they, at least worked.
Unlike all the other times she had sex, there was no pleasure. There was only the pain of being dominated and used. There was nothing sensual about this. It was just rough rutting.
After several minutes the stallion made a familiar grunt. He was about to unleash his load. Inwardly, Chrysalis let out a sigh of relief. It was almost done. She could fell the member inside her bulge, as if it were an ovipositor. The load slowly moved through her rapists cock and into her womb, eventually planting whatever it was inside her. Pain shot throughout her body until Chrysalis finally passed out.
Seeing that the black pony was out, the changeling guard quickly pulled his member out of her. he looked at her without mercy before using his magic to pick her up and place her on his back before taking to the air. As he flew out of the Hive, he wondered what his mother was thinking. He had no problem with raping her, but why let her go. They could have kept her in an alcove so that they could play with her whenever they wanted. But this was what his queen wanted, thus he would do it. Even if it didn't make any sense to him.
After flying for some time, the guard finally found a small town of ponies. Making sure he wasn't seen, he flew down to the ground and dropped the mare to the ground. Whatever happened to her now was none of his concern as he flew back towards the Hive.
000
"Is it done?" asked Twilight as the guard entered the room.
"It is my queen," replied the changeling as he bowed.
"Well done my child," said Twilight with a sadistic grin. "I hope you enjoyed her for a least a little while."
"I guess," he replied. Twilight gave him a look that let him know that she knew what was on his mind. But Twilight wasn't about to tell him. She wasn't going to tell him that when she altered his body, along with the rest of his brothers, she had made his reproductive a little different. He could implant an egg into a pony female that would stay there, inside her warm body, for years without her knowing it.
Twilight wondered what the former queen would do now. Would she wonder why she was let go or count her blessings that she escaped? She could never return to the Hive for Twilight was now in complete control. Her best bet would be to try and live life as a pony. Perhaps one day she might even meet a stallion to love. Twilight could only imagine what her life would be like as Chrysalis got married and planned to start a family. Imagine her surprise when she gave birth to a changeling. Twilight could just imagine what her husband would say.
"My Queen," said Trixie, snapping Twilight out of her thoughts. "Your plan for Canterlot is almost finished. In about two days, we will be ready to attack."
"This pleases me," said Twilight. "Soon Celestia will watch her kingdom fall and she will experience a suffering like nothing she has ever felt before. And then it will be us, the changelings, how will rule Equestria and then the WORLD!"