> Chrysalis places an ad in a paper.
>  by Darkdemonlucifer
> --------------------------------------------------------------------------

> Chapter 1
> --------------------------------------------------------------------------

Queen Chrysalis was sat against the wall of a ruined barn. She had been bested once again by the damn brightly coloured ponies. She did not now how it kept happening, but it was not fair in the slightest. Chrysalis had tried beating their god, and had been foiled by the magic of “love”.

Not being one to give up very easily, she had tried once again, this time doing the smart thing and tried taking out the weapon that had beaten her, the elements of harmony. This had once again failed, as the ponies had proven too lucky once again.

Three times she had tried, and three times some bullshit had come out of nowhere to defeat her and slaughter all her children. Well, the changeling queen was still not ready to give up just yet.

Her black chitin was cracked, and green gunk was leaking out of her. She was skinny and frail from the lack of love and food. But her spirit was burning brighter then ever, and at least she still had her dignity. 

There was a sudden loud whimper from behind her as the stallion finished having sexual intercourse with her leg holes, spraying thick ropes of seed all over her hind legs. 

She turned to face him and arched a brow, shaking him off her leg “Don’t you produce any love at all?” 

He looked slightly ashamed of himself, shaking his head slowly. 
Chrysalis did not know who this stallion was, she had not put any effort into seducing him, he had just strolled in and started humping her leg. 

Of course, she was not going to look a gift pony in the mouth, but it turned out he was quite insane and felt no love what so ever. Lust was like junk food to changelings, so it would keep her going a little longer, but she still needed to find something better to eat.

She picked the stallion up using her magic “I’m going to have to eat your head now.” The queen explained flatly.
Apparently the stallion found this quite arousing, as his modest member begin to harden again. Chrysalis frowned softly at this “There is something deeply wrong with you.”

He squirmed softly in her magic “You’d be surprised! So many ponies have a fetish for snuff!” 

Of course, this stallion was totally insane, that much was clear beyond any doubt, but he had her mildly interested.
“Oh really?”
“Yes! It’s how I never get caught! I just put an advert in the paper and then they come to me!” He did not get any words off beyond this, because she ate his face moments after. 

After eating him however, she discovered two things. The first was that insane rapist ponies were really stringy and not very tasty at all, and the second was that the insane rapist pony had been correct. 

She had picked up a copy of the local newspaper, and she had indeed discovered that they the advert section was full of adverts for snuff parties and stallions and mares advertising snuffing services. 

It was totally insane, and she had never considered that ponies would be this crazy or suicidal, but she was not one to question it. She could not live off solid food, and desperately needed love, so she was not going to question it. 
She now had a new plan. She was going to leave an advert in the paper and see how things turned out:

Changeling Queen looking for brood mothers.
Will result in brain death and transformation. Address follows.



It was short and to the point, mostly because they charged by the word and she was poor. Now all she had to do was wait and see how many ponies turned up. The day after she had put the advert in the paper, four ponies turned up. It was four more ponies then she had been expecting. 

Even more surprising, it was a mix of two mares and two stallions, she had expected it was mostly stallions that did not what to join the royal guard and wanted to get laid before they died. 

But, that was clearly not the case. That was far from the most surprising thing however. 
“Fluttershy? What are you doing here?” She hissed, forcing the shy yellow pegasus to blush darkly and look down at her hooves. “
“I-I just.. I saw your advert and I… really wanted to...” She trailed off, blushing even darker. 

“Oh, this is priceless!” She trotted across the clearing, and looked at the other three ponies in the clearing. 
“Terry, go home, you’re too nice to be here.”

The stallion blinked, then gave a grumble.
“I don’t want to hear it, get out of here,” She said, waving a hoof towards the exit. He slowly shambled out clearing, looking like a grumpy teenager more then a stallion. 

The next pony was wearing a black top hat and a red trench coat, and he seemed to jitter softly. 
“You’re clearly that killer on the wanted posters. I can smell all the diseases on you, get out of here.” 

The stallion gave a growl, but did not put up a fight, walking out of the clearing. 

That left her with Fluttershy, and another mare with a strange purple flower in her hair. 
“What’s your name?” She asked the strange mare, moments before she decided that she was going to transform into a tree. She arched her brow, then slowly shook her head. She was not going to question it.  

“Right, it is just me and you Fluttershy, come on.” She waved a hoof for the mare to follow her, then begin to walk back towards her hive. 

It was nothing like the hive she had once owned, it was underground for starters, and much smaller then her old hive. That was going to change soon however, she was going to breed a new army of drones, and then she was going to attack Canterlot from within its sewers using said army. 

This time there was going to be no mercy. She was going to slaughter Celestia and Luna, and with Fluttershy out the way the elements would be useless. 

“S-so… How is this going.. Going to work?” Fluttershy asked slowly, her voice shaking slightly.
“You will see.” Chrysalis replied simply.

She kept following after him, blushing down at her hooves softly. 

“No need to look so skittish dear, I will make sure you enjoy it.” She said, waving a hoof down towards the large hole. Fluttershy still looked nervous, but she trotted down the hole quite happily, and without the slightest bit of fight.  

This was arousing beyond all words to the changeling queen. She could already feel her ovipositer growing between her legs, trying to fill with blood and spill from out of her sheath. 

Chrysalis suppressed her urges however. Her chitin was still cracked and she was very, very weak. She needed to harvest all the love she could from this poor mare, then she could move onto the next step.  

The halls of her hive were made out of hard black gunk that was produced by the builders, pasted onto the dirt walls to prevent a collapse. Mixed in with the black gunk was a bioluminescent goo. It painted the halls and tunnels a sickly green colour. 

Beyond this chamber was the area where they kept most of their warriors. She had not yet had the time to set up the hive defences, so this was the best she could do to keep attackers out. 

Several of the guards poked their heads out, watching the strange mare and their queen as they passed. Fluttershy was blushing darker with every passing second and it was the most adorable thing the queen had ever seen. She could not wait to put eggs inside her. 

They passed several more layers, and then at the deepest point of the hive was the broodmare’s chamber. There was already two broodmares in there, the large changeling staring blankly ahead as they drooled in a mindless fashion. Their dark blue eyes held no signs of intelligence. 

The only signs they were even alive were the loud, pleasured whimpers they made each time they forced an egg from out of their cunts.  A changeling nurse was buzzing about, busily collecting up the eggs and making sure that the broodmares stayed fed.

Chrysalis moved up behind Fluttershy and nipped at her ear “So, this is what you’ll look like when we are done, do you like it?”

She did not need to wait for a response, she could already smell the stench of her arousal. The changeling Queen was quite amazed that she was such a slut, she had honestly expected her to be more reserved. But no, she was an absolutely massive whore and was not making the slightest attempt in hiding it. 

Chrysalis pinned the yellow mare down, making her squeak softly. “Are you going to charge your mind about this?” She asked, giving her a deeply disturbing grin.  

Fluttershy did not show the slightest bit of fear, openly spreading her legs like a needy slut. Chrysalis groaned, her member spilling from between her legs. 

Her member was a thick black thing like that of a stallion. Unlike that of a stallion, the head of her member opened like a flower and a viscously sharp looking spike spilled out of her member. 

“I am going to force this spike into your brain, and then lay a parasite in your brain,” she explained, each word seeming to further the arousal spilling from Fluttershy. 

She stepped towards Fluttershy’s head, showing her the vicious green spike that she was going to be laying in her brain. The shy yellow mare blushed even darker, her hooves moving up to cover her mouth. 
“Come on, you have to tell me how much you want it.”

Fluttershy shuddered “I-I want… I want you to… Lay the eggs… I-In-in my brain! Please!” 

Chrysalis let out a soft chuckle, then pressed the hollow spike to her temple. “This is going to hurt a lot, and I don’t want you to hold back on the screaming,” She said, pressing the spike to her head. 

She pressed forward slowly, and Fluttershy let out a soft squeal as the spike pressed into the side of her head, a thin trickle of blood flowing down it as it broke the skin. 

“That’s it you filthy whore. You are going to be nothing but a mindless slut when I am done with you!” Chrysalis promised, groaning in pleasure as she pressed the spike forward hard. 

Instead of reacting with pain, Fluttershy let out a little squeal of pleasure, her hoof moving down to rub greedily over her clit. Chrysalis let out a cruel laugh as she watched the whore play with herself. 

“Look at you, look at how aroused you are with the thought of this parasite eating through your brain and destroying your personality! You’re such a fucking slut!”

Fluttershy cried out in pleasure, rubbing her snatch even harder as juices flowed from it, coating her hoof. 

She kept pressing forward, even harder now. It pressed through her skin and flesh, then bumped against her skull. Her face scrunched up in pain as she whimpered loudly. She did not beg for Chrysalis to stop, instead she begin to plead for more as her hoof rubbed her cunt even faster.

“Look at you, such a good whore!” She said, pressing her cock forward harder. The spike slowly pressed through her skull, and with every millilitre that it sank into her bone. 

“M-More! Please!” The normally shy pegasus pleaded, far louder then any of the other noises she had made.
She was more then happy to comply with her request, pressing forward as hard as she was able. It easily sank through the bone, and she stopped just short of her brain. 

Fluttershy suddenly let out a loud squeal, her cunt squirting all over her hoof as she attempted to writhe around. Chrysalis had to hold her still to prevent her injuring herself, watching as her eyes rolled up as her tongue lolled from her mouth.  

The changeling queen had never seen someone get into it so fast, Fluttershy really was a masochist and a slut. 
“H-Here you go then, you fucking slut,” Chrysalis grunted as she begin to force the egg through her cock. Her muscles convulsed and moved the egg along her length, sending waves of pleasure tearing through her. 

Laying eggs was one of the best pleasures a changeling could experience, and even as a queen she was no exception to that rule. She held the weak mare still as she forced the egg closer and closer to her brain. Finally, the changeling let out a soft groan, followed by a relaxed sigh as the egg was forced into her skull. 
Before Chrysalis pulled away, she made sure to close up the wound with some of that magical green gunk the changelings produced. 

Now the egg was in her skull, it begin to slowly produced endorphins and hormones, rewarding Fluttershy for her loyalty. The pegasus mare was helpless to do anything now, moaning loudly as her eyes slowly hazed over.

The Changeling Queen watched her, smiling softly as the intelligence drained out of her eyes. “You’re the biggest slut I have ever seen, and that’s saying something. Lets get you all cocooned up ready for your new life as a broodmother.” 

Fluttershy seemed happy with that, quivering happily as her eyes stared blankly at the ceiling, her hoof trying to rub at her cunt again. Chrysalis stopped her by grabbing her hoof with magic. 

She pulled one of the green cocoons down, showing Fluttershy the green insides which were lined with a number of softly wiggling tentacles. “Get inside slut.”
Fluttershy did not even question her new queen.

The egg was pumping all kinds of chemicals into her brain now, and she was more then happy to slide into the cocoon. It begin to tighten softly around her, the tentacles softly dancing all over his body, welcoming her deeper into the cocoon. 

She moaned loudly and crawled deeper into it, the tight cocoon squeezed softly around her, the tentacles beginning to softly caress and stroke over her body. The changeling queen smiled softly as she watched Fluttershy, not even waiting for her to finish getting in before pulling it up with her magic. 

The cocoon wiggled softly like a bag full of cats, and she chuckled softly, hanging her up on the roof with a chuckle. “Look at you, you are going to be such a good broodmare. I bet you can’t wait for the parasite to crawl out and eat its way into your brain. Tell me how much you want it”

Fluttershy was currently in other world’s of pleasure, moaning and grinding against the tentacles as they massaged her body. She could barely contain herself, each wave of pleasure made her mind go blank, but she managed to collect herself.

“I-I want it! I want… I want the parasite to eat my brain! I want to be a perfect broodmare!” 
Chrysalis laughed madly, watching as she struggled and writhed in the cocoon, rubbing her cunt with her hoof as best she could. 

As she thrashed around, the cocoon begin to produced thick green gunk. It smeared all over her body and begin to make it tingle, becoming so sensitive to the tentacles.

Fluttershy could barely string thoughts together at this point, all she could do was press against the tentacles, which coiled happily around her, making sure that the green gunk was worked into every inch of her flesh. 

She could feel strange things happening to her, but she did not care with the chemicals being pumped into her. All she could do at this point was moan and squeal, awash in a sea of pleasure. 

Her skin was turning black slowly, hardening slowly into chitin. She did not bother fighting it.
“Yes! More! Please!” She begged.

Chrysalis just stood there looking slightly bored at this point. “OK, I get it, you are a huge slut, do you think we can hurry it up?” She asked, bored with the fact that Fluttershy seemed to be enjoying it far too much. She would like the ponies to at least have some self respect, or at least moments of doubt.

Fluttershy had not shown any of those, she was far too into it, and it disturbed Chrysalis slightly. Her whimpers and moans did not slow in the slightest even with her queen’s protests. 

The bug queen could tell that she was almost done. Fluttershy knew she was almost done, the bliss had reached new heights that she had not even considered were possible, and her cunt squirted again, coating the green walls. 

She looked down at her hooves, which were now coated in thick black chitin. The shy pegasus had never been happier, groaning and whimpering as the tentacles finished their work.  

With a final convulsion, the cocoon sent Fluttershy bursting out the bottom of the pod. She lay in a heap, looking like the strangest of butterflies as she slowly recovered. She begin to force blood into her new wings, which flared open on her back. 

The egg was close to hatching now, pumping out so many hormones that she was already forgetting who she was. Chrysalis strolled impressively across the room towards her, a mocking grin on her face. 
“Oh? What does my new broodmare want?” She asked, already knowing the response.

Fluttershy was still not able to think correctly, her brain was totally fried, but despite this she could still hear her Queen’s voice clear as day in her head. 

What was it she wanted? She tried her best to put her thoughts in order, but every time she tried, they scattered like smoke before her hooves. Finally she gave up on thinking, screaming as loudly as she could: “Please! Breed me!”

Chrysalis threw her head back and laughed loudly. “That’s a good girl,” She turned to the nameless drone that had been tasked with tending to the brood mares. “Would you like to fuck her for me? It would be a big help.”

He had been toiling away tending to these mares for weeks, and yet he was not allowed to touch them. That was a job for the Queen and more important stallions. Of course he wanted to breed her! He moved across the room quick as a flash, and was soon on Fluttershy’s back. 

It was at this point the parasite hatched, the egg bursting and spraying a much higher dose of all those chemicals that made her feel so good. Thankfully, she did no orgasm on the spot this time, she simply cried out and tossed her head back.

The bug horse on her back had not even done anything yet, and he stared in surprise at the mare beneath him. He was not going to hold off however, the poor drone had waited far too long for a chance like this. His member spilled rapidly out of his sheath and bumped against her rear.

The queen of the bughorses noticed what happened, she leaned down to leer at the mare. “That’s the parasite that just hatched dear, it is going to eat through your brain and take over your body, and there is nothing you can do to stop it.” 

She was being cruel to try and draw a reaction of fear from out of the mare, but this totally failed. “Yes! Yes! I cannot wait!” The broodmare squealed, Fluttershy’s voice coming out of the broodmare’s mouth. 

At this point, the stallion on her back decided that he was done with talking, sinking his member into her cunt with a happy buzz, the cruel spines that coated his member digging cruelly into her cunt and sending even more cries of bliss from her lips.

Chrysalis shook her head slowly “Look at you, lying beneath a changeling stallion and begging to have your personality destroyed and your mind wiped away.” 

She looked up to her Queen blankly, eyes rolling up as her cunt convulsed around his length, trying to milk the cum from his shaft. Meanwhile, in her head, the parasite was wiggling around, digging into her brain and devouring the gray matter. 

It was very careful not to munch anything important, constantly pumping out chemicals to keep its victim in a constant state of bliss even as it killed her.

She pressed back against the stallion behind her, making sure that he stayed hilted nice and deep in her. Her pussy milked his length, but not to bring pleasure to the stallion, simply to make the spines dig even deeper into the sensitive walls of her spine and bring her even more pain, which was instantly translated into even more pleasure. 

The stallion on her back did not care what her reasons were, he had not gotten off in weeks, and begin to roughly thrust in and out of her like she was little more then a toy. 

His hooves wrapped tight around her neck, and he rested his head right next to her ear, buzzing and moaning happily as he drove his member in and out of her. 

“That’s it slut. Tell me how much you love it, tell me how much you love the feeling of your brain being devoured!” Chrysalis spat, trying to stay in the spirit despite how willing Fluttershy was. 

“Yes! Yes! Devour my brain, I can’t wait to be nothing but a mindless breeder.” 
The parasite begin its work, chewing its way into the frontal lobe of the helpless pony. Fluttershy’s face went slack at this point, gasping wordlessly as Chrysalis stared at her in amazement. 

She wondered briefly what was going going on in Fluttershy’s head. Currently going on in the pegasus’ head was a whole load of pleasure. Drool poured from out of the corner of her mouth, and her eyes were rolling up visibly, a blank look on her face as all her memories and personality were slowly devoured by the small worm. 

The poor, nearly mindless broomare moaned softly, being hammered in and out of by the stallion behind her, who currently had his hooves wrapped tight around her neck. His cock slammed in and out of her at brutal fashion. The mare below him barely seemed to register his existence, but this did not hold back his enthusiasm at all, ramming into her happily and getting ready to spray his load into her. 

The queen watched with a soft grin on her face, amazed as she watched Fluttershy’s personality get destroyed. The pleasure building up inside her prevented the new broodmare doing anything but lie there and drool, already looking like the other broodmares in the room.

A soft buzz from behind her signalled that the drone behind her was close, and his thrusting became even more brutal, his barbed cock blurring in and out of her, scratching roughly at her inside. 

Chrysalis stared into her blank eyes, rubbing softly at her ears. 
“Cum for me, my new broodmare,” She ordered. 

Fluttershy stared up at her, eyes rolling back as a gasp tore from her lips. And then she came, and the parasite finished devouring her. She screamed as if she was trying to burst her lungs.

Her cunt convulsed roughly around the length currently buried in her cunt, and the drone on her back let out a sharp screech, his cock spewing thick spurts of hot green gunk into her.

Then he let out a groan and flops off her back, staring at the green cum that was leaking out her cunt. It might have blood mixed in with it, but he did not really care, he was too busy basking in his afterglow. 

Fluttershy was gone by this point, all that remained was a mindless broodmare. She stared blankly ahead, her cunt convulsing softly and pushing more of the cum out of her cunt.

Chrysalis was not done with her yet however, her black chitin hoof stroking at her ears softly. What was once Fluttershy simply stared blankly ahead. The parasite locked onto her brainstem, using the energy from eating all those Flutterbrains to make a lot of changes. 

Its mouth, if it could be called that, sealed onto her brainstem and joined with her blood supply. Now that it did not need to move any more, it used her blood supply to expand, filling the gap that it had made. 

The mare it was now attached to did not need personality or intelligence any more, all she needed was to produce eggs. Her body would start doing now, but until then, Chrysalis was going to give her a top up. 

The flower shaped flesh on her cock had now closed, hiding the spike that produced parasitic eggs in favour of a softly flared head. She slowly bent the breeding bitch over as she drooled all over the floor, mounting her and wrapping his hooves around her neck. 

She did not bother with witty dialogue or taking it slow, she simply forced her cock into the broodmare with a loud moan. She thrust in with a shudder, groaning out as she hilted in her. 

Chrysalis groaned happily, the mindless mare’s cunt convulsing around his cunt almost automatically. “That’s it! You’re nothing but a broodmare now! Broodmare number three!” 

Broodmare number three barely recognised what was going on, seeming like she was lost in a world of her own. She pressed back against her queen, thrusting back and forth slowly with a shudder. It might have been a reaction to the cock buried in her, or it might have been for any number of reasons the bug queen could not hope to comprehend. 

She slowly dragged her cock all the way back out of broodmare number three, then rammed it forward as hard as she could, all that effort rewarding her with a soft whimper from the mare beneath her, who seemed to finally be recognising her existence.

Her blank eyes stared up at her queen, and she groaned happily, having realized that the cock felt good, so she begin to push her cunt back and forth on the thick length. 

Chrysalis muttered soft encouragement to the broken mare, telling her how good she was doing as the oviposter slammed in and out of her convulsing cunt. She groaned happily, arching her back as her eyes stared at the ceiling in a bemused fashion. 

In her lust hazed state, the changeling queen bit through the broodmare’s ear, driving another soft squeal from her. She did not let up however, planting her hooves either side of her victim's head as she begin to give her every ounce of strength her body held, which was enough to rock the poor broodmother back and forth on the huge ovipositer. 

Now Chrysalis was also lost in her own world of pleasure, her length slamming deep into the newly minted changeling, not stopping until it had bottomed out against the back wall of her womb, pounding ruthlessly against it in a fashion that would have likely killed anything that was not as stretchy as a changeling broodmare. 

The queen felt her cock bump against hard chitin, and she was slightly saddened by the fact she could not see the bulge of her oviposter through the thick chitin, that was one of the things she really enjoyed about normal mares. 

With a sigh, she begin to ram her cock in and out of what had once been Fluttershy, calling her names and saying how much of a whore she was. But, really she was focusing more on how many eggs this fertile mare was going to pump out for her. 

She would soon have an army big enough to take another shot at the kingdom of Canterlot, and this time she was not going to make the same mistakes as before. This time she was going to make both the royal sister’s into her broodmares, and make all the stupid ponies watch.

With a grunt, she realized that she was close, wrapping a hoof firmly around Fluttershy’s middle as she rammed the length in and out of her, rapidly speeding towards a climax. She lifted her new egg sack up using her forelimb, dragging her up and down her length with a soft moan. 

She groaned loudly, getting ready to dump her eggs. Several large eggs the size of grape fruits forced down her cock, making its way towards the warm womb that would keep them safe until they were ready to hatch.

Chrysalis eyes rolled up slightly, and then a thick green gunk spewed from her cock, followed by nearly half a dozen eggs, one after another. The eggs stretched out her womb, and finally the broodmare noticed that something had happened, her hooves moving down to stroke over the chitin her womb was behind. 

The chitin stretched slowly, making room for all those wonderful eggs. Before she could fully appreciate them, her queen tossed her to the ground. She blinked slowly, looking slightly dazed until the changeling drone brought her food, as in, he vomited a thick honey like goo into her maw.  

She suckled it down, wrapping her hooves around the drone as she settled into her new life. Chrysalis was done by this point however, having grown bored with her new toy. She had an invasion of Canterlot to plan and a book to finish writing.
> Chapter 2
> --------------------------------------------------------------------------

Upon returning to her room to her room, she discovered two guards waiting for her along with a light blue mare with a greyscale mane that looked like a travailing wizard. 

“Who the hell is this?” She asked in a rather annoyed fashion, just wanting to retreat into her room to write and drink hot coco while planning the downfall of Canterlot. 

“This is Trixie Ma’am, she replied to your advert.”
“Right, come on in then, then we can talk,” Chrysalis said with a sigh, turning to one of her guards “Go tell the cook to make me some hot coco, and not to hold back on the cream or sugar.”

Her room was a rather simple affair, a black chitin desk, a comfortable looking bed and a wall made up of a mixture of black chitin and the bones of all the ponies that had ever pissed her off. 

She smiled softly at Trixie, brushing her hair back with a hoof as she pulled over a stack of paper. “What is it that I can do for you, Trixie? Are you here to sign up for our Broodmare program?”

The mare looked to her, a conical hat decorated with stars and moons clutched tightly between her hooves. She seemed slightly flustered, but the bug queen pretended not to notice

“No… The great and powerful Trixie has a proposition-”
Chrysalis cut her off “You’re the dumb whore that helped Thorax take half my drones. I should lay eggs in you and use you like a cum rag.” She hissed, her forked tongue wiggling from out of her mouth like it belonged to a pissed off snake. 

Trixie shrank back fearfully at her sudden aggression “But the- Trixie has a plan to take out Twilight!” 
She sat back down in her seat and gave a soft laugh “Oh really? And why would you want that? And more importantly, why should I trust you?” 

To the mare’s credit, she held off on panicking and stuttering. “You can trust me because I need to borrow two of your drones to act out my plan, and you have nothing to lose from trusting me, the two drones will be able to take me captive if I fail to please you.” 

She blinked, “So, you break into Twilight’s castle and capture her alive, you bring her back here, and then… What do you get out of this?”
Trixie smirked softly “I saw your advert, and I want nothing more then to watch Twilight be turned into a mindless broodmare. Death is too good for her.”

She leaned back slowly “Also, Trixie knows the layout of her castle and defenses.” 

The Changeling Queen seemed to consider it for several moments. She could just torture Trixie or devour her brain to get the knowledge she needed, but then again, she did not want Trixie becoming part of the hive mind, and she did not feel like torturing her because she had coco to drink and a book to write. 

“Fine, if your plan sounds good I will be happy to provide whatever it is you will need.” 

Over an hour later, Trixie was walking out through the everfree with a mare, stallion, and their foal. This was the cover story any way, in reality they were changelings. 

The stallion looked kind of like a hipster, having a guitar case slung over his shoulder and a beanie on his head. The mare looked like she had come crawling out off an old magazine, wearing a flowery dress and a large summer hat. 

The filly was the only one that looked normal, and was currently sucking rather happily on an oversized lollipop. Of course, because they looked rather out of place, nobody would suspect a thing, they would look like a family that was going on a visit to see the castle of friendship. 


Once they were out of the forest, they headed straight for the castle. The two guards at the door were more then happy to let Trixie into the castle, and the filly on her back. Her family stayed outside to look at the castle while Trixie took their daughter for a tour. 

The filly was really happy to look at all the cool stuff lying around in the castle, suits of armour, tapestries and a lot of books. 

Outside the castle, the two guards were still doing their job. The hipster walked up to them and smiled softly. “You like music?” He asked. The two friendship guards looked to each other, their purple armour clinking softly. 

“Umm, yes?” The first guard said. 
In a smooth movement, the hipster pulled the guitar case from off his back using his green magic, then popped it open. Two small sickles were pulled out of the case, and instantly raked across both their throat’s, spraying blood everywhere. 

The two guards fell back against the wall, eyes wide in fear as blood foamed from out of their mouth. One of the guards managed to keep moving, shoving the door open and rushing inside as both the changeling’s dropped their disguises. 

They made no attempt to stop him, even as he raised the alarm. The hipster tossed the guitar case to the side as he readied both his really impractical weapons. 

His partner pulled out a rapier, taking up a fencing stance as they got ready to hold off the hoard of guards they knew would be coming their way. Meanwhile, the castle had gone mad. The rather armature guards were running around, getting ready for combat as best they could before rushing off to their deaths. 

They were not really a standing army however, they were more there for show and to attract tourists. One of the guards rushed up to Trixie and the filly that was with her. He was quite a young stallion, but still looked flustered from all the galloping he had been doing. He doubled over and heaved, sucking in deep gasps of air as Trixie waited patiently for him to speak, her and the filly on her back sharing an evil look with each other.

"i-I need to get all the citizens to safety, please come with me! The castle is… under attack."

Trixie put her best acting to use and gave a a gasp of horror "Oh no! That's terrible! Please lead the great and powerul Trixie to safety!" She pleaded, trying to sound helpless.

The guard gave another gasp, then raised his head slowly, giving a curt nod before dashing off, the pair of them in tow.

In another part of the castle, nearly two dozen friendship guards were rushing towards the source of the threat, another dozen guards coming as back up. 

The guards at the front saw the threat first, and after another dozen steps they skidded to a stop, cursing and jostling with each other as they stared at the two changelings.

"Fuck!" The first guard said, the other guards thinking along those same lines but not daring to speak it out loud.

"They can't get in right? The defensives are up! We don't need to do anything!"
"What's the matter with you?" The commander yelled at his guards, who were all cowering like children. 

Flash Sentry draw his sword, raising it in front of his face "We will not allow these foul creatures harm the princess!" He roared, rushing straight at the two elite changeling guards, the remains friendship guards following their commander after a moment of hesitation.

The elite changeling guards were meant to be a myth, nothing more then a fairy tale. In all the attacks on Chrysails, they had never been seen. It seemed that for this mission, the changeling queen had pulled the ace from her deck.

The elite guards simply watched as a small army of guards rushed at them. They wore helmets and chest plates made out of thick chitin carved and moulded from the previous guards that had died in service to the queen. 

But the most identifiable feature of the elite guards wasn't their battered armour, it was the fact that their midsections were red instead of the normal green most changelings had.

As the army rushed them, they knew that it was the end for them. If they were fighting in the entrence to the castle, they would have likely slaughtered the guards if they kept their backs to the wall.

But if they stepped into the castle, some magical trap would fry them. Once they were forced away from the doorway, they would be surrounded on all sides, and then they would die.

Despite the end of their existence rushing towards them, they felt no fear, rather an overwhelming sense of pride. To die in combat in the service of their Queen, that was the best end a changeling guard could wish for.

Being elite guards, they new that their end would be shared across the hive mind, and their names, (being some of the few changelings that got to pick their own) would become a legend and rallying cry for generations of guards to come.

John nodded at Mari, and Mari nodded to John, and then they cut down everything in their path. Their impractical weapons designed to turn combat into an art form and strike terror into the hearts of those that dared face them. 

Meanwhile, the guard that was escorting Trixie and the filly to safety burst into the safe room of Twilight sparkle.

"Princess! I rescued these-" He was suddenly cut off, a loud gargle tearing from his throat as the filly stabbed him in the back of the neck. 

She might not have been able to undisguise for fear of traps, but she could still stab a guard to death with a large degree of ease.

The poor stallion shambled towards his Princess, then vomited blood all over her mulberry fur. Blood splattered across her face,  some of it getting in her three tone purple, dark blue and pink mane. 

Her eyes opened wide in shock at the stallion convulsing on the floor in front of her, a knife sticking out the back of his neck, which might have been prevented if the idiot wore his helmet.

Rather intelligently, Twilight picked screaming as the right response to the situation. Before she could use magic, Trixie had moved up next to her, almost eligently smashing a good into her temple to send her sprawling across the floor, out cold.

Even the alicorn's magic had failed to protect her. The filly hopped down off her back, green flames engulphing herbas she changed her form to match that of Twilight, which thankfully did not set off any magical defenses. 

Using her magic she begin to clean up the blood, Trixie swinging an unconscious Twilight sparkle across her back and making her escape through the secret tunnel beneath the safe room, which would exit at the castle of the two sisters.

Outside the battle had become a blood bath, of the three dozen guards that had been stationed at the castle, two dozen had been killed, and half a dozen had been wounded to varying degrees.

The two changelings lay next to each other, their green blood mingling together as their blank eyes stared up at the sky, looking almost peaceful.

Their bodies were covered in cuts, lacerations and several deeper wounds, all of which had eventually put them down. 

The ground around them was littered with the corpses of the royal guards, who had quickly learned that even when surrounded on all sides, the elite guards had done more then enough to prove their titles. A nearby battalion of day guards arrived mere minutes afterwards, but by then the battle was over.

Flash Sentry was being tended to by a day guard paramedic. In the fight his sword had been knocked from his magic, and then one of his eyes had been carved from his face by a slash of a sickle. 

The pretty pegasus mare staring down at him did not help in the slightest. She was white with a blue mane, the same colour as all the other day guards thanks to an enchment on their armour. Despite this, there was denying how stunningly beautiful she was.

Flash Sentry did not care in the slightest however, there was only one mare he cared for, and that was his Princess. After having his eye bandaged, he was back on his hooves. 

The field medic was trying to say something about how he needed more treatment, but he ignored her.

After sending one of the remaining guards off to confirm the Princess was safe, he went shambling towards the battlefield, the huge amount of day guards wisely staying out the orange pegasus' way as he dropped to his knees before the blood strewn battle ground, stabbing his sword into the ground as a bitter sob tore from his lips.

"I'm sorry!" He screamed, throwing his head back and slamming his hoof into the ground repetitively as he repeated "I'm sorry, I'm sorry!" Over and over, each repatition quieter then the last, and each one followed by another hoof stomp and another painful memory.

He knew all these men personally, he knew most of them had families, he knew that they had only joined the army because it was a thing expected of stallions. 

He knew that non of them had expected to face combat, and he knew that he had prepared them poorly for it. He could picture the faces of their families as they got the letter that their family members would not be returning home,  explaining how they had died and how he had failed to protect them.

A soft purple wing slowly draped across his back, dulling the pain as he looked up, shocked to see the tearful eyes of his princess staring down at him. “Come with me Captain.” She said bluntly, using her commanding tone. 
She slowly guided him to his hooves, hiding him under her wing so that the other guards did not see him sniffling and sobbing. After they made it back into the castle, she moved her wing away from him, tossing a dark look to the day guard who was following after her, likely about to ask for orders. 
“Go and tell the guards to spread out in the castle and not to come near my quarters.” Twilight said, trying her best to keep a bitter edge out of her voice. She waved the wreck of a stallion towards a beanbag, where he slumped down, looking like he had already been through one too many wars.
Twilight begin to heat up a kettle of water on a small stove, then went and sat herself on a beanbag next to him, draping a wing across his back and hugging him into her chest, shushing him and stroking at his mane as he sobbed “Shhh, shhh, let it all out.”
Flash seemed happy to do that, he had never shared such a tender moment with the princess, but he was too shaken up to bother questioning it. Twilight’s soft stroking of his hair wiped all the pain away. 

“This was not your fault, I am in charge here, and it was my failings that led to the deaths of those ponies. Neither you or me could have expected to be attacked by two elite changelings, and you did the best you could with what you had. I will tend to the funerals and sending the telegrams.”
He looked up to her, his voice croaking slightly “N-No. It is my job, those stallions were under my command, and I let them die.”
She glared down at him “You did not let them die, you lost an eye, and I heard how you went charging in first, neither I nor those stallions could ask any more of you. Fighting on in your condition would have likely only led to your death as well, living to fight another day was the right decision.” 
She moved over to the kettle and poured the tea into two cups as Flash raised his head to her, his remaining eye puffy and his hooves still shaking softly, clearly in shock. “I.. I still feel terrible for letting them die.”
Twilight pulled a box of her best camomile tea over, beginning to brew two cups of it for her and Flash. “I know, and you need to use that to fight harder, together we will find out what the changelings are up to, and then we will make them pay.”
Flash looked to her, a look of… Awe on his face “You seem… Different Twilight. I have never seen you act so decisively before.”
“This is not something that can be solved with the magic of friendship, Commander. This is war, I am not a filly and I understand what that means. We gave Chrysalis a chance at peace, and she has refused us at every turn, so the only choice we have left is to destroy her. I will get onto the Princess as soon as I can and have them send out scouts and assemble an army. We will make them pay.” 
Flash nodded slightly, taking his tea as she floated it over to him and bringing it up to his lips, sipping it slightly as his blue eye fixed on his Princess. “Thank you, Twilight… This has really helped.” 

She nodded “Before we do anything however, I want you to finish that tea and then go get some rest. You are recovering from shock and I need my commander in peak condition, I cannot do this on my own.” 
He nodded, and she draped a wing over him again, then leaned in for a kiss. Flash was of course caught totally off-guard by this, and was about to say something about it not being practical, but then those thoughts melted away and he pressed his lips against hers, his eye softly closing as he took in the taste of strawberries.

Then they shot open again as she surprised him even more by forcing her tongue into his mouth and wrapped her hooves tight around him. For some reason, a rather out of character heat formed in his loins, and he groaned softly, leaning in further to try and pin her against the beanbag.

She pushed him away and laughed softly, “Now, now Captain, I think you should go get that rest.” She said, staring into his eye in a half lidded fashion, noting how it was now tinted with hints of green as her other hoof stroked down  the wound that led to his missing eye. 

He nodded slowly, then downed the rest of his tea. Poor Flash then had to hobble out of the room without making it obvious that he was hobbling, trying his best to hide the fact he had an erection with his tail. 
His face was bright red, and Twilight’s soft giggling only served to make it worse.
> Chapter 3
> --------------------------------------------------------------------------

Meanwhile, the real Twilight was dumped rather unceremoniously dumped onto the floor of the hive. She shuddered softly, then gave a cough and her eyes snapped open. She looked around slowly, then her eyes widened in fear as she realized where she was. 

She gasped softly, then attempted to clamber to her hooves, but she quickly discovered that her hooves were stuck to the floor with a thick green gunk. She cursed, turning her head to the side as she struggled even harder. 

Twilight turned to the side and struggled even harder, coming face to face with Chrysalis. She cried out in shock and attempted to jump away, only managing to wobble about in the gunk holding her down, landing on her rump roughly.  

The Queen laughed softly at her and stepped back, giving a chuckle. “For a Princess you really are not very brave.” She drawled, stepping away as Trixie moved over to the Princess “Oh dear, look at the great Princess of magic now, brought low by the Great and Powerful TRIXIE!” 
She stepped back, her showmare’s cape flapping dramatically behind her as she took a great and powerful bow. Of course, the Princess had grown tired of her antics at this point, and her horn attempted to glow.

Sharp pain shot through her head, and she let out a curse. Her horn had been bound in that stupid changeling gunk, rendering her magic useless. “Trixie? What did you do! Help me!” She hissed. 
Trixie laughed loudly and slammed her hoof into Twilight’s horn, making her scream out in pain. 
“You always underestimated the great and powerful Trixie! You took Starlight on as a pupil instead of me… And now I am going to destroy you!” She moved back, “Lay eggs in this bitch’s brain Chrysalis. I want to watch her get ruined.” 

The changeling Queen had been busy watching with a mild state of amusement and amazement at how… Trixieish Trixie acted. She could not think of a better word to describe how the unicorn acted. 
She slowly walked over to Twilight and gave a laugh “I have a much better plan for this one.” The bug queen said, turning to Trixie. “Leave us for now. I need some time to torment her.” 

Trixie did not look happy about this, but a glare from the Queen sent her scampering from the room like a scolded child. Chrysalis turned back to the purple alicorn and grabbed her head, pulling her into a rough kiss before she could react. 

She tried to cry out, eyes flying wide as she struggled madly, trying to break the kiss with everything she had. Unfortunately, while she might be an alicorn, her physical strength was lacking when it came to fighting what was effectively a giant bug, as bugs were very strong for their size, and Chrysalis had size in abundance.

The queen held her head still as her tongue forced into her mouth roughly, dancing around and molesting every inch of it. Twilight almost vomited, frantically trying to pull away from the foul creature. 
Chrysalis did vomit, a bulge forming in her throat before something sweet with the consistency of honey forced into her mouth and she gagged, trying desperately trying not to swallow it.

She kept forcing more and more of the goo into her mouth with every passing second however, and she only had two choices, swallow, or have it forced down her throat. She chose the second option and gagged loudly as it forced down her throat, making her wretch loudly. 

Twilight could not vomit however, and she was forced to choke it down, tears starting to roll down her cheeks as Chrysalis kept force feeding her it. When she did at last pull away, the purple alicorn begin dry heaving, frantically trying to clear her body of whatever foulness the Queen had just forced into it. 

She failed however, and then the chemicals in it took effect, she begin to feel… Good, relaxed, like nothing in the world mattered. Why was she here again? She had forgotten. 

Chrysails turned around and smiled, backing her rear end up over the purple pony. A set of comparatively large breasts were pressed into Twilight’s face, situated either side of the bug queen’s vagina. Normally this would make the purple alicorn vomit, but this time she looked up to the breasts in a confused fashion.

“Drink.” The queen said softly, sounding tired. Twilight was… Well, she knew what she was here for now. She leaned her head forward and opened her mouth, locking it around one of the teats and giving a soft suckle. Sweet fluid flowed into her mouth and she shuddered softly.

It tasted amazing, and she was more then happy to guzzle it down, throat bulging with each swallow as she stared at the underside of her queen, the sweet fluid flowing readily down her throat. After a few minutes of happily sucking, the Queen pulled away, then begin to free her from the gunk with a grin. 
She lead the mare towards a cocoon, then slowly guided her into it and chuckled, wrapping it around her like a sleeping bag. Chrysails then filled the pod with more goo, before hanging the pod on the roof. 

Now the queen moved over to her throne, sitting down weakly in it. Her legs were shaky, her eyes half lidded as she let out another yawn. One of her guards threw a soft look towards her. 
“Go tell the kitchen to make me a nice cup of tea and a slice of cake please, I’m really tired.” 
The guard nodded once, then moved off away from her and towards the kitchen. In the pod, Twilight was having one hell of a time. Her body was covered in tingling gel, and she was so relaxed. Normally, her mind would be screaming at her, questioning how the hell she was still managing to breathe and function. 

Non of this had happened however, she simply stared blankly ahead and rolled about happily in the goop, a hoof reaching down to rub happily at her snatch. Twilight had never felt better. 

Her body seemed to be growing, as she was soon pressing roughly against the side of the pod, making it stretch softly. She was feeling tired from all the growing she was doing, and soon let out a soft yawn, staring at the black chitin that made up her hoof as she slowly drifted off. 

She let out a yawn, then shuddered softly. She needed to sleep, and her eyes slowly closed, letting out a relaxed sigh before dropping into a deep, peaceful sleep. 

Chrysalis stared at the pod, chuckling softly. She had put all her strength into feeding the purple alicorn, but it would all be worth it. At some point, she would need to find replacements for the two elite guards she had lost, but she had two more that would protect her until her strength returned. 
The guard came back with a teacup and a small saucer floating next to him. Of course Chrysalis did not need to eat much at all, but cake was fucking delicious. 

She sat there with her cake and her tea, watching as her plan seemed to fall perfectly into place. The pod struggled softly, signalling that the process was almost finished. Chrysails grinned, then brought the cake up to her mouth and took a huge bite out of it, then put the cup to her lips, taking a deep sip of it. 

She took the time to drink down her tea and eat her cake slowly, watching as the cocoon expended and stretched, visibly writhing. Trixie had gotten bored by this point, so Chrysails had sent one one of her drones to keep her entertained.

The bug queen was cut off from drinking the last of her tea when the pod suddenly ruptured, spraying green gunk everywhere as the form of what had once been Twilight crashed into the ground softly, giving a groan.

Her form thrashed about softly in the gunk for a few moments, and then she slowly clambered to her new hooves. The new changeling princess unfolded her new body, long spindly legs raising her off the floor as she raised her purple eyes to her queen.

Her mane was a single block of purple hair that flowed down her neck and to her shoulders. Where there had once been mulberry fur, there was dark black chitin. She looked down at her new hooves, dotted with holes. Then a pair of large wings sprouted from her back, covered in a thick green gunk.

Chrysalis let an evil grin sprout across her face, not only had they taken out and replaced one of the princesses, but now she had been turned to their side. Her magic was powerful, and she had a number of spells that would be most useful to the hive. 

Best of all, nobody knew the Princess had been replaced yet. A smile broke out across her face,  and then she waved her hoof. “Welcome back Princess, how are you feeling?” 
Twilight raised her head, shaking it softly as she tried to clear it. “I am… I am good my Queen.” She said, then frowned, looking down at her hooves with a shudder. “Why am I… Calling you my Queen, my Queen?” 

She looked confused, hooves moving up to grasp at her face as she looked around at her flank. Naturally, she wanted to freak out about the fact she was no longer a purple alicorn, and was now more of a bug horse. 

“I feel… Weird my Queen.” Twilight said slowly, drawing an even bigger grin from Chrysails that showed off far too many teeth in a fairly threatening fashion. “Of course you do dear, you’re one of us now, and you’re going to do your job for the hive now.”

Exactly as she finished that sentence, a drone stepped into the throne room, having been summoned by the freaky connection that all the changelings shared with each other.

The drone looked around slowly, the dull orbs of his eyes looking for the mare his queen had ordered him to breed. Upon finding her, he did not seem to react in the slightest, his dull eyes fixing on her as he padded over. 

“This is a changeling breeder, and he is going to be breeding you.” Chrysails explained simply, waving a hoof as the stallion attempted to climb on her back. Of course, she still had a lot more self respect for herself then that, and she shuffled away from the drone, frowning at the weird creature as it fell to the floor and looked confused. 

“Now that’s just mean. He’s a simple creature, and he only has one job in life, and you are going to deny him that purpose? I think you are being mean, and should bend over like a good Princess.”

She really did not want to, but regardless of what she wanted, her Queen’s words were law, and she found herself bending over, looking back at the drone as she flagged up her tail. The breeder reacted by slowly clambering to his hooves, moving more like a zombie then a living creature. 

His hooves gripped either side of her flanks, and with uprising strength it pulled itself up onto its Princess’ back. While this was happening, Twilight was screaming on the inside, desperately wanting to buck the creature off her back and run.

But she was forced to follow her Queen’s orders. Chrysalis was now sipping on a cup of tea she had seemingly pulled from nowhere, and was busy explaining how breeders work. 

“You see, each Princess starts off empty. We can produce eggs, but they will not be fertile until we get pumped full of sperm from a breeder. Then, we can start our own hives and set things up from there-”

Of course, Twilight was not paying attention to any of this, frantically struggling and bucking inside her head, trying to make the movements translate to her body. It did not work, and she simply stood there as the foul thing’s length poked at her rear. 

It made a content buzz, then rammed the length all the way into her in one smooth motion, hilting itself in an instant. She screamed, feeling all of the strange ridges that seemed to cover the insects member rip at the brand new walls of her cunt. If she could have, she would have screamed. 

As it was, her body let out a whorish moan and begin to thrust back against the breeder. Despite the fact the ridges were very painful, her cunt seemed to be resistant to damage. Twilight tried to focus on the science of how this would work to distract herself from the rape, but each stab of pain through her body brought her back into the waking world, which seemed to have become a nightmare. 

Chrysails just sat there, sipping at her tea as she attempted to recover. It would be worth the strength she had given up, Twilight would be able to pump out so many eggs for her, and now she was part of the hive, Chrysails had access to every one of her spells. 

All this knowledge was going to be hellish to sort through, but with Twilight focused solely on pumping out eggs, Chrysalis was free to tend to other things, after they had managed to produce a large enough army of course. 

The breeder on Twilight’s back seemed to be getting close, if the increasingly happy buzzes from it were any indication. Twilight had only just learned that she could tap into the hive mind now, and instantly she regretted her choice. 

She was awash in a sea of voices, all saying and doing different things, all threatening to pull her under and drown her with their sheer numbers. Images flashed through her head, images of scouting parties and spies, all of them being poured straight into her brain. 

It was like having the whole Canterlot library dumped into her head at once, and she screamed, frantically pulling herself out of that sea of voices. Suddenly, she was back to being brutally raped by the stallion behind her, but somehow that was better then drowning in that sea of voices. 

She wondered how the Queen managed to put up with it, but then she had that train of thought derailed when she realized something. She could here the stallion behind her, in her head! His thoughts were shockingly simple, composing simply of animistic needs. But… 

Celestia no! The creature behind her, the creature with the barest hints of intelligence, he had not been born, Chrysails had been saving as much energy as possible to set everything up, and had therefore been converting as many ponies into changelings as possible, which required a lot less food and time then raising them from eggs. 

The poor creature behind her had been a stallion called Garden Rose. He had been a gardener from Canterlot and… He had a daughter. His personality had not been wiped, he had simply been reformed into a body too basic to hold the intelligence of a pony. He still had all his memories, but not the brain capacity to make sense of them. 

He was screaming. Behind the dumb intelligence of the creature he had become she could hear him wailing. She could hear every single pony that had been turned into a changeling screaming. Most of them had given up, accepted their new lives as Chrysails puppets. 

Some of them had gone mad however, and those ones were still screaming now. It was quite, subdued behind the facade of the changeling personalities they were forced to wear, but it was still there. 
Twilight felt tears rolling down her cheeks as she looked to the poor creature behind her. His eyes rolled up as he finally reached the climax he had so desperately wanted, his cock expanding and filling every inch of her egg tunnel, the ridges digging into it as he let out a sharp buzz. 

And then cum blasted into her. It was not the normal ropes that cum normally came in, more an endless torrent that forced out of his cock and sprayed into her. It hosed down her insides, the warm fluid being funnelled straight into her womb, which bloated in a slightly grotesque fashion as the cum flooded into it. 

Thankfully, it did not stay there long, quickly heading off into her body to be stored. Now that the task she had been given was finished, she got some control back over her body, turning her head to look at the stallion behind her as he gasped out, his eyes rolled all the way back as he thrust the huge member agonizingly in and out of her. 

In a moment of pure horror, she realized that he seemed to be deflating, his stomach caving in as his eyes rolled all the way back. Then, with a sigh, he fell off her with a wet sound, curling up on the floor while his wings weakly buzzed. 

With horror, she realized that he was dying, and she rushed to his side, crouching down next to him as his breathing became laboured and his limbs twitched softly. Despite this fact, the poor creature still had a grin etched onto its face. 

“What’s happening?” Twilight demanded, turning to Chrysails, who was just sat there with an amused expression on her face.
“Come on Twilight, I thought you were smart. He had one task in life, and now that is done, he dies. It’s simple biology.

Twilight was not worried about the creature itself, more the stallion that was trapped in its dying shell. She crouched down next to him, holding his hoof as he slowly shut down. 

His eyes fixed on her, and for a moment she swore that the stallion flashed her a smile, then she realized that it was a grimace. Her cunt still hurt like hell, and she was sure that there was cum dribbling down her legs, but she did not care. 

She just wanted to save this stallion and send him back to his daughter. But of course, there was little she could do, apart from scream and sob as the last of his life bled out of him, finally allowing him to flop against the ground, little more then a husk now.

Tears rolled down his cheeks, and it took her a moment to realize that those tears belonged to her. She was cradling the corpse of the creature to her, and crying like a foal. 

Chrysails cruel laugh bit through the air, sinking into her like stones on a still pool. She wanted nothing more then to kill Chrysails, to crush her like the bug she was. Apparently the Changeling Queen could hear her thoughts, and they made her laugh even louder. 

“I really wish I did not have to use ponies, but somebody slaughtered most of my children and left me homeless, even though all I wanted to do was keep them fed.”

Projected images of Chrysails sprawled out in the middle of a forest, her dead children raining down all around her as she tried to get back to her hooves flashed through Twilight’s head”

Twilight twirled, rage burning through her and giving her strength she did not know she had. She could not hurt her Queen, but at least she could yell at her.
“That was different! You attacked us!”

Chrysails gave a laugh “And how many people did I kill? I drained the strength out of the Captain, and I locked up the Princess, but I kept the deaths to a minimum, even in the final stages of my plan.”

Now it was her turn to be on the receiving end of a hateful gaze “But you, you slaughtered so many of my children by slamming that damn shield into them. So many oft them were crushed against buildings or had limbs or wings crippled, sending them plummeting to their deaths. Even I barely made it out alive!”

Twilight stepped back again, shocked, numb. She did not know how to reply. 
“We… We never meant to!” 

Chrysails did not give another of her laughs, her fairly cheerful personality gone. The lack of an evil laugh only disturbed Twilight more
“And if you did not mean to kill hundreds of creatures, that makes it OK? I would have gone through more peaceful avenues, but ponies are not the most accepting of races.” 

Twilight wanted to argue how they had changed, but she thought back to how they had treated Zecora, how they had treated the dragons. They had changed since, but even now ponies were resentful towards changelings.
“You could have tried.”

Chrysalis let out a snarl, “I did try. I tried everything to keep my subjects safe, and all you ponies have done is cause more heartache and pain for me. Peace is over now, and its time to show the ponies what happens if I do aim to kill them.” 

Twilight went to scream, to ask her what she meant by this, but her Queen ordered her to be silent, and she stopped dead on the spot. 
“Now, how’s about we deal with that rival of yours?” She said, once more breaking off into a dark chuckle.
> Chapter 4
> --------------------------------------------------------------------------

Canterlot water treatment facility, a place where all the water in the whole city was recycled and purified, syphoned off from the river that flowed through the middle of the city and eventually became the waterfall that cascaded from the edge of it. 

Before the ponies had discovered how to purify water many of them had died from disease and parasites, but that had been hundreds of years ago and mist ponies had forgotten just how much of a privilege clean water was. 

A small squad of changelings slowly moved up to the factory, moving in through one of the side doors so as to not raise any unneeded suspicion. They were currently disguised as a squad of inspectors to further add to their stealth capabilities. 

After breaking into the facility, they split into two groups. One of the groups went to deal with whatever weak security and other defences this place might have, as well as taking out the other workers. 

The other group went straight to the outlet, carrying a canister on their back that they were going to dump in the water. Naturally as they stormed into outlet room, the two maintenance engineers were both surprised and confused at the surprise inspection they had not accidentally been warned about. 

They both jumped to their hooves, the stallion pulling his hard hat into the proper position so that the brim covered his eyes, then pulled on his safety goggles to protect those. 

The female was already wearing all the correct safety gear, and begin using a wrench to tighten several bolts hat were already as tight as they would go, whistling in an inconspicuous fashion to herself.

“Surprise inspection,” The first changeling explained simply, trotting over to them “Please show us your water safety and pressurised vessel certificates.” He said simply. 

The two engineers looked to each other, then scrambled off to the office to find the cards that had come with their qualifications. While this happened, one of the stallions emptied the green gunk from the canister into the water supply, quickly climbing down as the two engineers came back and explained that they would have to send them via mail. 

The first changeling shook his head, tutting softly as he threateningly drew a duck on his clipboard, making it look as if he was crossing something out on a check list. 

One of the changelings spotted the first engineers coffee mug, giving a smirk as he emptied the coffee from it and dunked it into the outlet, passing it to the stallion who tentatively grabbed it in his magic, looking confused as to what was happening. 

“If you are not happy drinking the water this place pumps out, why would any of the other ponies want to drink it?” The third changeling asked, all three of them sharing looks with each other.  

With that argument in place, and not wanting to piss off the inspectors further, he downed the water, giving a big grin to show how not horrible it tasted. 

The inspector happily drew a baby duck to go with the mommy duck, then drew smiley faces on them both. 
“Well done, you all passed.” The first stated, and with that, they moved out of the room and back towards the hive, leaving the engineers stood there and very confused about what the fuck had just happened. 

The other group of changelings was not even needed, as it turned out that the security was really terrible considering how vital clean water was to Equestria. No matter, they would learn the grave error they had made in a few days. 

The maintenance engineer that they had left behind was very freaked out by the strange events that had just unfolded, but he was not in the mood to question such things. He was feeling really ill from the shitty water he had just drank, knowing full well that some parts of the treatment process had failed. He was in the middle of thinking about fixing them when the surprise inspection had taken place.

After doing the bare minimum of work he could without getting his plot fired, he decided that he was going to call it a day.
“Take my punch card and punch me out when you leave.” He said, passing the card to the mare that he worked with. She gave a lazy half nod, then pulled another doughnut from the box she had already eaten far too many from. “Sure, whatever. But you owe me tomorrow Torque.” 

He sighed, then gave a nod. “Whatever, I might not be coming in tomorrow, I feel like shit.”
With that, he moved out of the control room and begin the long walk home. 

His home was more of a hovel, if he was being honest, it consisted of a mattress, a kitchen, and a small closed off toilet, all crammed into one tiny flat right on the edge of the city, away from where the rich people lived. 

You might think that with his job, he would be able to get himself a better place then this, but Canterlot was the most expensive place to live, being right next to the Princess and all. 

He moved into his tiny bathroom and opened his medical cabinet. He felt really wobbly, so his first thought was to check his temperature. It came up several degrees higher then normal, and he gave a soft curse. This was work off for the next few days unless he fixed it. 

He took several drugs, and even a pain killer, and they seemed to help slightly. The poor stallion naturally wanted to crawl into bed and sleep at this point, but he realized that he had forgotten lunch, and his body was screaming out for food. 

Giving a sigh, he moved into the kitchen, tossing his hard hat and high vis jacket into a corner, trying to ignore the fact that they were both caked in sweat. He pulled a bag of pasta out, then dumped the whole thing into the biggest pan he had. 

The fever from the illness was really fucking with his perception of just about everything, and time passed in a really strange way. Soon the pasta was done, and he wolfed it all down. Then he wolfed down the various other dried goods his home contained, giving up on cooking them after the second set and just eating them raw. 

Still hungry. He tore open his fridge, devouring everything inside. He did not even take notice of what he was eating any more, he just emptied it all into his mouth as fast as he could. 

Still hungry. He gave an annoyed grumble, rubbing at his slightly distended belly. He did not have anything else to eat. He was tore from these thoughts when there was a sudden knock at his door.

Giving a grumble,  he moved over and pulled it open, staring at the mare from work. What was her name again? He should have known it, but he did not really care, all he knew was that he was hungry and that the light hurt. 

Before she could get a good luck at him, he backed into the room and curled up on his bed, briefly looking up to the clock and discovering with shock that six hours had passed since he had arrived home. 

The mare looked nervously around his small hovel, then placed a basket down. “I-I… Brought you some soup and… Other things. I got worried, be-because you never normally pull sick days...” As the mare spoke, her voice seemed to become more and more concerned, staring at him in horror. 

“Celestia. What the fuck happened to you?” She asked, stepping closer slowly “You… We need to get you to the hospital right now!”

She moved over to the light switch, but he groaned “Don’t, light… Light hurts.” He explained, only making her further widen her eyes in horror. She slowly stepped over to him, then stuck out her hoof. “Come on, you need a doctor.” 

He stared up at the red mare that had been his working companion for most of his life, her brown eyes filled with concern and the beginning of tears. She really was worried about him.

Torque did not know what made him do it, but he grabbed her hoof rather suddenly, pinning her down beneath his fat form before she could fully react. Rather then scream, she took the option of slapping him in the side of the face. 

His skin peeled away in her hoof, revealing black chitin beneath. Now this, did make her scream. But before she could get any volume from it, his mouth was pressed roughly against hers, and he was vomiting some of the food he had just consumed down her throat.

She was in a blind panic, and her hooves tore at his body frantically, trying to pull herself away. This led to more and more of his skin peeling away, exposing more black chitin beneath as he growled in annoyance.

He pulled away from the kiss, and she had a chance to scream. She went to do so, but her own body betrayed her when she vomited all over the mattress. Her head was then forced down into the sick as the stallion that had once been her friend climbed onto her back, intent on raping her. 

The fat pudge of his belly smushed into her back, and she gave another attempt at a scream that was silenced by the mattress. It was clear that this was no longer her friend, his flesh had fully peeled away now, revealing a gross approximation of a changeling drone beneath. 

She no longer felt bad about defending herself now, and begin to frantically buck and kick at him. Surprisingly, the chitin around his underside was not fully hardened yet, and her hoof sank through it like it was made out of butter, squelching wetly into some foulness hidden beneath. 

Her other hoof did even more damage, smashing next to the first hoof and sinking deep enough to cause a strange red and green goop that tingled softly to poor out of the hole, coating her hind legs and drizzling down to her flank, making her scream even louder. 

She did not know what the goo was, but she definitely did not want to be touching it. She attempted to pull her limbs free, but they were both stuck, and with them, so was she.

With this realisation, she also realized that she had not bothered the creature in the slightest, and it even seemed to be enjoying her struggles. 

Something foul wrapped around her hind legs, and she looked back to see a pair of tendrils made out of flesh and organs wrapped tight around them, slowly attempting to pull her in. 

The stallion above her gave a number of happy grumbles as she begin to struggle and thrash harder, finally managing to get off a scream that the flat ignored, the stallion lying down to silence her screams with the fat of his belly.

She had to be dreaming, there was no way that the universe could let anything this foul live, but as she was pulled further and further into the hole, she realized that this was not a dream, and that she was going to die. 

Her back legs bunched up behind her, and she begin to sob and whimper, her face pressed firmly into the matress which still stank of her friends musk. She could feel the squishy surface of his belly pressing firmly into the back of her head, sloshing slightly as she was tugged along. 

She was half way in now, her rear end tingling terribly, and she was wishing desperately to wake up, but knew it would not happen. Her hooves frantically dug into the soft surface below, trying to drag her back out, but it was as hopeless as she was. 

With a final whimper, all that remained outside was her face and hooves. The hole had already begin to close up behind her, too tight now for her to drag the rest of her body back out. She knew that she was doomed, and all she could do was sob and hope it would be over quickly. 

The tentacles stroking her body suddenly pulled taunt, and she was pulled inside, bunched up inside and pressed firmly against the fleshy walls that seemed to squeeze and pulse with life. 

The monster that had once been her friend decided that now was a good time to roll onto his back, and she was forced to watch as the hole she had come into slowly closed, the dim light of the room slowly being sealed off, and with it, any chance she might have had of escaping. 

She really wished that that light had not come in, because now she knew what fate awaited her. Her rear hooves were wrapped in the fleshy tentacles, which had now stabbed painlessly into her legs, and were fusing her to the foul body of this thing. 

Another stream of vomit poured from her mouth and splattered into the tight confines of the tiny space she was jammed into, taking away the stench of flesh and replacing it with bile. 

She could feel the strange off green flesh slowly climbing up her legs, and she needed desperately to distract herself from it. So in her darkest hour, she turned to the memories of her life. Things she had done, things she had wanted to do, and things she regretted. 

It provided no comfort in the dammed place however, and she soon broke down into hysterical sobbing, cursing Celestia, cursing Luna. With all hope and other sources of comfort gone, she turned to the one thing that could at least make this bearable, and her sanity shattered like sugar glass, sending her plummeting into the comforting abyss of madness, her hysterical sobs turning into hysterical laughter.  

It did not help against the flesh that was slowly climbing up her body however, and seen it was wrapping its way over her face. Her laughter was cut off, and the last of her was covered by the strange flesh. 

Now she could feel her body softening, further joining into the foul creature that had consumed her, being repurposed and reused as was needed to better serve its needs. 

She felt a hoof gently stroking her, helping her break down. By this point, she wished for little more then death… And then everything went black. Fate was not so kind to her however, and soon she found her eyes opening again. 

Had it really all been some kind of horrific nightmare? But no, she was back in the flat, but there was no sign of the creature. She felt herself stand up, but no longer had control of her body. She tried to turn her head, and with considerable effort she managed to do so, staring down at a pair of black chitin hooves that were not her own. 

Turning her head to the side, she came face to face with the creature that had consumed her, and in a moment of blind panic she frantically tried to struggle away from it. 

She… She was not scared however. No matter how much she might want to panic, she did not posses the capacity to do so. The creature bent down, flicking the lid on a basket and filling the air with the aromas of soup. 

Suddenly, she understood the only thing she needed to understand. She was hungry, and she needed to make others like her. 
Thoughts of her old life melted away, and she focused on the only thing that mattered, eating, trying to fill the cavernous hole that was her belly.
> Chapter 5
> --------------------------------------------------------------------------

Trixie was naturally confused upon being brought into the throne room with two guards flanking her on either side. If she had of known just how bad things were going to get, she would have run away then and there. 

As it was, she simply looked around in a confused fashion, her eyes widening upon seeing the new form of Twilight. “What is happening? Why is Twilight not a mindless broodmare?” She demanded in a tone that made Chrysalis smirk. “What is happening, Trixie, is you are finally getting what you deserve. I had plans to break in and kidnap Twilight right from the start, and while your knowledge of the castles defences did prove useful, I would have still been able to break in without your help. What I am saying is, your intelligence is useful, but you are not.” The guards pushed her to her knees, and she begin to struggle frantically in an attempt to break free of their hold. 

Of course, they were much stronger then her, and even her strongest struggles did little more then become a minor annoyance. “Bring in Fluttershy.” Chrysails ordered, making Twilight’s ears perk up.

The double doors swung open again, and a large cart was pulled in by two guards, the form of what remained of Fluttershy still on the back, still staring blankly ahead and squeezing eggs from out of her snatch, even as Twilight rushed over to her. “Fluttershy! Fluttershy!” Twilight cried, the first call an attempt to make her friend notice her, and the second a mournful wail upon realizing her friend was lost to her. 

She climbed up onto the cart, shaking the broodmare by the shoulders in an attempt to get recognised by her. Fluttershy simply moaned, drooling slightly as another egg slid wetly out of her snatch, rolling onto the cart. Twilight started to cry again, Chrysails giving an eye roll at how weak ponies were. “Pull yourself together and stop crying you pathetic excuse for a mare, your friend wanted this, and now you are going to do the same to Trixie and make your first broodmare for the hive.”

Trixie’s eyes flew wide, head shaking hard enough to knock her hat from her head and her mane over her eyes, struggling wildly as she attempted to break free of the grasp that was holding her so tightly. “No! No Let me go!” She screamed, dropping out of her normally theatrical tone as she tried frantically to break free of the guards holding her. 

Twilight was still crying on the inside, but tears had stopped rolling down her cheeks. “I am really sorry Trixie, but I don’t have a choice in this.” In reality, she kind of wanted to do this. It was a horrible thought she quickly emptied from her head, but Trixie had broken into her castle and kidnapped her, then allowed her to be turned into this… this… This thing. Right now, she was losing her mind, and any comfort she could cling to would help keep her even remotely sane.

At this thought, she felt a soft throbbing between her legs as her blood went to fuelling her thick… length. She blinked, made really uncomfortable by yet another strange thing about her new body. She stepped towards Trixie, who had now been gagged to prevent her sobbing and screaming from becoming bothersome.

Now she just needed to figure out how to- Her body reacted before she could even finish thinking, her length unfolding suddenly to let the viscous spike hang free. Right. Now she just needed to put it inside Trixie’s- Well, she did not really want to think about that. She did not really want to think about any of this, she simply wanted to think about… Well anything else. Bunnies. Pink, and fluffy. 

She was going to think about pink fluffy bunnies to avoid having to focus on the horrible, horrible things she was about to do. Yes, that was it. Don’t think about Trixie’s frantic sobbing or struggling, simply focus on the pink bunnies, hopping about happily inside her head.

Her member pressed to Trixie’s head, and she shuddered softly, pleasure already building in her. She groaned softly, then pressed forward. She felt the skin break and blood flowed down the spire of her length. She should have been grossed out, but it felt more amazing then any sex she had ever had before. Her eyes fluttered and she arched her back, then pressed forward as hard as she could. He member seemed to be harder then she had expected, as it sank through her skull like firm clay.

She pressed forward too hard and suddenly the spike on her member sank into her brain, making her face slacken as she cried out in pain and begin to drool softly. “Oh dear,” Chryails said around a mouthful of cake. Twilight groaned softly and pulled her cock back. 

Pleasure suddenly tore through her body, and her back arched again. Her eyes rolled back and then she felt eggs moving down her cock. She had never felt such pleasure before. 

She squealed, thrashing about and jamming her member about, feeling Trixie’s brain as it got scrambled inside her skull. Then thick stream of goo poured from her cock, quickly followed by the first of the eggs, which made her squeal even louder. Trixie’s brain was a total mess and she had gone limp by this point, her brain fair too close to scrambled egg to function. 

She sprayed several eggs into her brain, the collapsed into a heap with a soft groan. Chrysails looked towards the collapsed form of Twilight and laughed softly. “You were only meant to lay a single egg in her silly, and you weren't meant to destroy her brain like that, now she can’t join with the hive. Not that it matters,” She paused to eat the rest of her cake, then turned back to Twilight “as long as the brainstem is OK she will still be able to act as a broodmare. Drag her over and put her in a pod.”

Twilight weakly nodded, then climbed back to her hooves and grabbed Trixie with a hoof. Before she could move further, one of the guards crouched down and sealed up the hole in her head to stop her brains spilling all over the ground.

Twilight pulled the drooling form of Trixie over to the cocoon, then forced her into it with a dark chuckle. Chrysails slowly put the tea plate her cake had come on down on the side of her throne. She stood up and moved over to the pod, beginning to fill it up with transformative goo, before hanging the pod up to finish doing its work. 

Twilight then turned back to Chrysails and blinked slowly “What do we do now?” she asked, making Chrysalis blink
"Normally I eat cake and drink stupid amounts of tea while watching or waiting for my evils plans to happen.” She floated a slice of cake over to Twilight, and they both sat down, drinking tea and eating cake while they waited for the pod to finish doing its work. 

Twilight was much more relaxed about the whole situation now, she might have been an unspeakable monster, but there was cake and tea so it could be worse. 

The pod begin to wiggle softly, signalling that Trixie was being transformed. After a while, the pod begin to wiggle harder, and then finally burst, dropping the transformed Trixie to the ground in a heap. 

She blinked slowly, and then another changeling stallion stepped out of the shadows and climbed onto her back, sniffing deeply at the back of her neck before forcing his cock into her.

Trixie seemed a bit more… Dim then most of the other broodmare’s however, she was staring blankly ahead. But her eyes were not facing in the right direction, derped out to either side as the cock forced into her. 

Her cunt clenched tightly around it however, and the stallion grunted in pleasure as he begin to rapidly hammer in and out of her, not giving the slightest care about whether or not she enjoyed it. 

Chrysails looked towards Twilight and shook her head slowly “You need to try that again, but without lobotomising them, self control is important.” She said, stuffing a whole slice of cake into her maw in one smooth motion. She then raised a hoof, declaring simply “Bring in the other mare, and more cake.” 

The guards moved out after a moment, then and brought back a white mare with a rose for a cutiemark and a two tone red mane and tail. While this was happening, Trixie was getting one hell of a pounding.

She was barely even reacting to it, even though the sound of the stallions hips were echoing through the air with how hard he was hammering her. Trixie's cunt drooled green blood and juices, serving to make the stallion thrust even faster and more brutally.

The new mare looked around slowly and then up to Twilight "Are you going to lay eggs in my brain and make me like her?" She asked cheerfully.

Twilight looked towards her, slightly disturbed by her cherry nature to what was effectively brain death. She quickly realized that her member was once again stiffening up however, the strange new appendage already sending waves of pleasure through her, willing her to go and rape this mare into a mindless husk.

Such thoughts frightened her, but the arousel guided her forward, washing away the fear. She stepped towards the white mare, grinning in an almost demonic fashion. "I am… I guess," Twilight said, the second part almost drawing a facehoof from Chrysails.

Moving over to the mare, she looked down at her and gave a smile "Tell me your name dear, I want to know the name of the mare I am about to snuff from thie world."

Rose looked up to Twilight, quivering with arousel as she spoke "I.. my name is Rose."
The alicorn was currently intoxicated with power, giving a soft laugh as she looked down at the quivering form of the mare, knowing that she could do anything and the mare wouldn't resist.

She grabbed Rose's head with both hooves her grin growing even wider until it was impossible for a pony to perform, looking more like a demon then any creature that belonged in Equestria.

Then she slowly stepped forward, her cock twitching as she expertly lined it up with the mare's skull, trying her best to not puncture an area of the brain that would be vital to function.

Once she had found an area of the skull that she liked the look of, she pressed forward roughly, Rose letting out a pleasured squeak as her skin broke, blood starting to rapidly flow down Twilight's length as she groaned happily.

Flutterrshy was still watching from her cart, seemingly the stoic expressions of the guards in the room was interesting to her, and she cooed softly at them, confused as to why she wasn't being crammed full of cock at the moment. 

Chrysalis looked towards the poor mare, then chuckled softly "Three of you guards go and cram her full of cock please, she looks like she wants it."

The guards tensed at this, they weren't elite guards, but they were about as close as you could get, having given up everything to better serve their qieen.

Four of the guards went to move first, one of them stepping back into his post. Chrysalis watched each of them closely, loyalty was important to her, but for the most elite of her guards, they needed to show some personality and free thinking.

Blindly following orders was all well and good, but to be exceptional, they needed to be able to think, solve problems for themselves and do things on their own.

The queen figured she should likely get back to watching the porn, knowing that it was bad practice to go off on a targent like this.

The three guards gripped Fluttershy and pulled her down from the cart, holding her between them as the first guard's cock pressed against her lips, twitching softly for a few moments before he rammed forward, Fluttershy happily opening her mouth to take it in as the other two guards moved up behind her and rammed their lengths into her ass and cunt respectively.

One of the guards was lying under her, thrusting in and out of her ass as the other guard took her cunt, the final guard's length bulging out her throat. The throne room filled with the lewd sounds of slapping hips and groans of pleasure.

The drone who was taking Trixie was starting to buzz softly now, clinging tight to her back as he bit into the scruff of her neck, back aching as he grunted happily. 

As he finally hit his climax, he buzzed in pleasure, fangs sinking into her chitin and drawing green blood from her as the poor drone happily rammed his load into her, earning almost total indifference from the mare beneath him, who huffed and lay her head back down on the ground like she was a marefreind who's counterpart had just just started humping her leg.

Meanwhile, Twilight was forcing her length into the brain of Rose, the viscous spike managing to stop millimetres from hitting her brain. She slowly pulled her length back as Rose gave a pleasured groan and begin to rapidly rub her snatch with a hoof, undisturbed, and even encouraged by the agony tearing through her.

Twilight could feel the pleasure rocking through her again, and she could tell that she was about to pump eggs into Rose's brain. She cried out and arched her back, cock sending the egg shooting into her brain where it buried in her brain matter.

Twilight then leaned down, attempting to seal the hole up as she pulled out. It turned out that this was harder then she had expected, and she was not sure that her work was going to hold for long, but Rose's brain didn't leak out the side of her head straight away, and she considered that a success.

Fluttershy was getting one hell of a cock filling at this point, and despite being a little lacking on brain power, she was clearly enjoying the pounding, squeaking and moaning happily.

Just as it was getting good, the porn was once again ruined when a guard came rushing in on stilts wearing a fish on his head.

Chrysalis jumped up out of her seat at this point, now realising that there was a massive panic tearing through the hive mind.

"What's going on? Report!" She ordered, unable to get the information from the hive mind when it was in such a state of panic.

"Discord!" The guard yelled, not getting beyond this because his head turned into a pineapple, falling from his stilts with a loud thump.

The fish lay there, a confused expression on its face as it flopped about, almost perfectly matching the expression on Chrysalis face as she processed this information. What the hell was he doing here? And why was he killing her subjects! That was out of character for him.

In the end, there was only one response she could give. "Shit…" She ordered her hive to retreat, knowing that non of them would pose a threat to the God. She would need to deal with this herself.

Twilight was also looking shocked, and the guards rapidly pulled out of Fluttershy, dropping her to the floor as they rushed back to their posts.

"You stay here and protect my subjects, non of you will be able to protect me." The Queen said, calmly stepping over the corpse of the guard and strolling out of the throne room, ignoring the form of Rose who was an orgasmic wreck on the ground, the parasite already close to hatching.

This was not going to be a fun mess to deal with, she had no idea how the hell she was going to deal with an angry God. Her subjects rushed passed  her, trying to reach the throne room and safety.

As she moved further up the hive, she saw more and more signs of chaos and cruality. Chaotic side effects that had not managed to kill outright, but had still managed to bring down her poor subjects.

A drone with a whistle sticking out his windpipe, a guard who's tongue had grown to the point he choked on it, another drone who had boiling caramel poured over them, freezing their corpse in a horrific pose of agony..

She stopped looking at them after this point. This wasn't chaos, this was barbarism. Tears slowly rolled down her cheeks as she counted her dead children. She was going to make Discord pay for doing this.

As she walked through the hive, she didn't see him. She counted sixteen dead before reaching the entrance to the hive.

Discord was sat in a seat at a small table with two teacups set out in front of front of him. He looked calm, which was the most terrifying expression he could have been wearing.

Despite the fact he didn't seem angry, she could feel it hanging in the air, thickening it to the point she felt she would be able to cut it with a knife. 

"Sit." Discord demanded, the second seat at the table pulling itself out. He was a good actor, but she could still feel the edge of rage to his voice.

Purple, chaotic energy crackled across his form, a flower near by uprooting itself from the ground and running off.

"Sit down!" Discord snapped, sending fear stabbing into her heart as she obayed his wishes and guided herself down to the seat. It was surprisingly comfy.

"Now," Discord begin, enough venom in his voice to kill an elephant. "Tell me, WHERE IS FLUTTERSHY?" The second part came out so loud and suddenly that she could feel the capital letters, and almost fell from her seat.

She was a Queen however, and such actions were beneath her. She kept her cool,  calmly explaining ''Fluttershy came to me, then asked me to lay eggs in her brain and turn her into a broodmare. I did what she asked." 

Before Discord could turn her head into soup or some other horribly chaotic thing, she ordered her guards to bring the broodmare to the exit.

"I'm having her brought to the exit now, you can see she is well and being cared for yourself." She continued, smiling as she lifted the teacup to her lips, taking in the chaotic creature. He was a weird mix of pony,dragon, lion, eagle, and other things she couldn't identify.

The tea wlas a weird flavour she had never tasted before, but it was not altogether unpleasant, and she even managed to give Discord a slight smile.

Upon seeing Flutrershy, he looked ready to blow up the hive and everyone in it with a snap of his fingers. Thankfully, he did calm down before that happened, floating over to what remained of Fluttershy.

The guards backed up fearfully upon seeing the God of Chaos floating towards them, and Chrysalis sent them away, knowing that they wouldn't be able to do anything against him.

Discord slowly pressed his lion paw to Fluttershy's head, sadness slowly filling his expression as he searched through her head. Chrysalis could do nothing but watch fearfully as Discord made his judgement. 

"I… see… I…" A broken look split across his face for just a moment, quickly hidden once again as he hugged the broodmare to his chest, talons stroking through her mane as she mindlessly squeezed an egg out.

"I'm taking her with me. I don't want to be part of this war…. I won't ever forgive you for this, but I can't judge you for it either." His voice was sad, almost broken, but he didn't let it show.

He turned back to Chrysalis, giving her a slight glare as he tucked the broodmare under his lion paw, the talons on his free hand giving a snap. There was an explosion of bright pink smoke, and by the time it cleared, the god of Chaos was gone, almost as quickly as he had arrived.

Chrysalis let out a breath that she didn't realize she'd been holding, then alerted her subjects that everything was back to normal.

"Well, that was something." Twilight said simply once she was back in the throne room and into having sex. They were down a broodmare, so they needed to get Rose converted as quickly as possible.

Upon coming out of the pod, she was one of the few ponies that had managed to maintain some sense of self and intelligence. It was a rare thing to happen as Chrysalis found ponies weird.

Twilight was starting to see why as she rammed her huge futahood in and out of Rose's tight cunt, the virgin hole stretched to the point of bleeding, and yet Rose was still begging for more.

Chrysalis was finding this even more annoying to watch then normal, as she was still shaken up from dealing with Discord. It had taken two mugs of hot chocolate just to return to normal.

Upon realising that Rose was not going to stop screaming for more no matter how hard Twilight raped her, she gave an annoyed growl, standing up and matching over to the wreck of a mare, her cock already hard.

She rammed the cock straight through her chitin, flesh and into her brain, green blood pouring down her length as Rose convulsed madly, eyes rolling back as her cunt squirted all over Twilight's length.

The alicorn felt her cunt convulsing like she had never felt a cunt convulsive before, and with a squeal of intense pleasure she begin to cram thick strings of stallion goop into her, hooves digging into the ground as her back arched and she rammed her length as far in as it would go. 

Rose's eyes had rolled all the way back in her head, and he legs were kicking as her body went haywire, making it difficult for Chrysalis to seal up the wound. 

Eventually, the mare went limp again,  her and Twilight lying in a heap, sucking in deep gulps of air as they attempted to recover from their respective orgasms.

Meanwhile, Chrysalis was sat atop her throne with a massive grin plastered across her face. She had just gotten some very good news from one of her scouts, and she was now almost ready to enact part two of her plan.

Earlier…

The changeling scout marched confidentiality through the streets of Canterlot. All around him, ponies lay in gutters and against buildings, vomiting, convulsing, wailing and moaning as they were all transformed into horrific approximations of changelings.

He was glad that they weren't allowed to be part of the hive mind, because the wretched creatures made even his stomach turn.

Surprisingly, the ponies had been quick to find the source of the infection, but it had been too late, the parasite had infected a large chunk of the population, then forced them to convert others.

The ponies had realized that looking for a cure would be an impossibility with the amount of ponies that had been inflicted, so had dispatched guards to put the infected down. 

They had also realized that the changelings were likely involved, and had once more summoned Shining Armour to the city to put up his bubble. He had been happy to come to their assistance, hoping to get revenge on the changeling queen.

A squad of guards galloped passed him, engaging a monstrous mountain of flesh and limbs that simply adsorbed their spears. They quickly realized that running was a smarter option, and three of them went running. 

The forth had gotten his good stuck, and screamed loudly as a gaping maw lined with thousands of teeth opened in the maw and consumed him.

The scout kept walking, looking briefly towards the pulsating mass of flesh which seemed to judge him for several moments before moving on.

It was one of stranger shapes of changeling he had seen, but he knew the telomeres on the parasites DNA were almost non existent, meaning the creatures suffered more and more extreme mutations until the DNA was too fractured to function.

He did not know how he knew this, it was likely something to do with the hivemind. He passed more ponies dying in the streets, the rich and the poor being cut down without trial.

Aid centres had been erected, passing out bottled water and medical supplies. Guards were frantically fighting to keep the infected at bay, and taking heavy losses in doing so.

He has just finished sending off the report when his body tingled strangely.

He frowned, then turned to look for what had caused the tingling when a massive hoof smashed into his face, knocking him out cold.
> Chapter 6
> --------------------------------------------------------------------------

Flash Sentry desperately wanted to send reinforcements to help Canterlot fight off the monsters that were attacking it. But Twilight did not seem to want that for some reason. He did not quite understand what those reasons were just yet, but they still somehow made sense to him. 

The magical glow of Twilight’s horn helped too, they wiped out all the nasty thoughts that he did not really need. He was really enjoying finally getting to spend some time with her, even if she was acting up.

The guards that were stationed at the castle wanted to go and help Canterlot too, but Twilight made a very valid point that if they left then the changelings would be able to attack her castle and take her hostage, and if that happened, the war was practically lost. 

Flash Sentry was so glad he had such a smart female to tell him what to do, he did not even need to do any thinking for himself when she was around. It was amazing. 

Right now he was sprawled out on his bed like some kind of broken toy. He was finally going to get sex and he could not wait! This was a dream come true, and because of that, he was having a hard time believing that any of this was really happening. 

Twilight looked down at him and gave a soft smile that melted all his confusion away. He felt blood rushing away from his brain and to the space between his legs, his length rapidly filling with blood, swelling up and giving a few needy throbs to show this amazing mare just how much he wanted her. 

The alicorn simply gave a soft chuckle “You really expect me to put that foul thing anywhere near my holes? You really are stupid. We’re going to be doing strap-on sex first, and if you do good, then I will consider letting you fuck me.” 

Flash Sentry blinked slowly at this, but realized she was indeed right. He was a pathetic stallion. He gave a slow nod, drawing an even more evil sounding laugh from his love. The poor stallion could not have imagined a more amazing sound, and it made his length throb even more.

Twilight wrapped her hooves tight around him and pulled herself close, her lips locking around his as her tongue danced forward into his mouth, seeming to molest every inch of it as she moaned loudly.

Flash’s eyes flew wide as he felt the huge strap-on press against his tail hole, not having the slightest bit of lube on it. He tried to warn her that she had forgotten the lube, but she was mashing her lips so aggressively against his that speaking was impossible. 

All he could do was lie there and whimper loudly into her mouth as he begin to struggle, further making Twilight chuckle as her horn glowed, taking all his panic away and replacing it with a cold numbness. 

Then Twilight pressed forward, hard. His virgin rear held for several seconds, before parting to the huge intruder. Agony tore through his body and his cock rapidly limped as all the blood returned to his body. He wanted to scream, to tell her to stop.

But all he could do was lie there and whimper softly as inch after inch of the huge cock forced into him, spreading his virgin ass so wide that it begin to bleed. Thankfully, he was not able to see the blood, but he could feel it flowing from out of his anus and down her length. 

Surely Twilight could see the blood? So why had she not stopped yet. He did not understand… But then he did not need to understand, he just needed to lie here and let all the nasty thoughts melt out of his head, let his mind go blank and let the wonderful mare do whatever she wanted to him. 

Twilight gave him a huge grin to show how good he was doing “That’s right, just give in like a good boy and let me do all the work.”

He felt the length slowly pulling out of him, filling his body with a strange sensation that he did not quite know how to put into words. Whether that was because of the fact his mind was so blank, or because there were not words that could describe the feeling, he did not know. 

The purple alicorn above him fixed him with a stare using those amazing, glowing, green orbs. For some reason, he soon found the pain filling his body being replaced with pleasure. He did not need to fight, the Alicorn was right. He just needed to trust in her, and let her do all the work. 

Her member begin to slowly move in and out of him, pressing roughly against his prostate to make him moan loudly. He stopped trying to struggle away from her, and instead begin trying to work his hips back and forth along her length. He wanted more of this amazing feeling!

The purple alicorn gave him a smile that became blurry. He did not know why to start with, but then he realized that for some reason he was really tired all of a sudden, like all the strength had been drained from his body. This sex must have been amazing, he had never felt this relaxed in his whole life. 

His eyes slowly closed, and he let out a series of soft moans to show how he was enjoying the sex. Twilight leaned in close, wrapping her hooves around him and pulling him into her warm chest fluff. 

If it were not for the huge cock ramming in and out of his rear, he might have managed to fall asleep. Twilight’s thrusting had sped up at this point, and the purple alicorn was letting out little grunts of pleasure, whispering how much of a good stallion he was, along with other kinds of sweet nothingness that made Flash smile happily, feeling warm and fuzzy inside. 

His cock slowly begin to twitch back to life, pressing against the underside of Twilight’s belly as she lifted him up and nibbled softly at his ear. Flash let out a number of whorish moans and noises that would have called his stallioness into doubt if any in the room cared. 

But nobody in the room did care, and Twilight openly encouraged more of the noises from him, wrapping her hooves tight around him as she begin to thrust roughly in and out of his rear with all the speed and might her nerdy purple body could muster.

To Flash, it was a surprising amount of strength. Her hips smacked loudly into his ass and pounded it until it was red and sore all over.

He was not complaining however, each thrust sent stabs of pain and pleasure through his whole body that made his cock throb needfully as moans tore from his lips, his eyes rolling back in there sockets as his heavy eyelids slowly forced themselves open, staring up at the blurry purple form of Twilight.

The poor stallion was so tired, and yet his body would not let him rest. The cock ploughing in and out of him was simply amazing, forcing him to stay awake as his own member throbbed softly and ground against the underside of Twilight, who was using the poor stallion more like a cock-sock then a living creature. 

His whining filled the room as he begin to grind roughly against her underside, his cock throbbing softly as it rubbed against her soft fur, blissful stabs of pleasure tearing through him with each thrust. Her underside sure did feel amazing. 

Twilight chuckled softly and slammed him hard into the bed, sending stars dancing across his vision before she leaned in, her teeth sinking deep into his neck and-

Holy fuck she just bit him! Panic flashed through his body for the briefest of moments, before all his muscles once more begin to relax. His cock was twitching like crazy now, but the rest of his body was strangely numb.

He could feel the fangs in his neck, he knew it should of hurt, but strangely, it felt really good. Twilight begin to suckle on the wound softly, and he felt the blood being pulled from his body and into her waiting mouth. 

He did not know why this was happening, but it felt even more amazing then the cock slamming in and out of his rear, and his cock was soon twitching rapidly. 

Before either of them could react, Flash hit his peak, the orange pegasus letting out a loud whine more akin to a pig then a stallion as his cock begin to spray thick ropes of cum all along her underside and his own belly, some of them even managing to splatter onto the bed as the poor stallion convulsed against the love of his life.

Twilight let out a pleased groan as she felt his tight anus convulsing around her length, begging for her to bury her load deep in the submissive stallion. And she did not dare disappoint.

She let out a final groan, then pressed forward as hard as she was able, burying her cock deep inside him as it throbbed softly, before the head suddenly flared up into a fist sized lump inside the stallion, further destroying his ass and causing blood to pour down her length as she groaned loudly. 

Then she gave him everything she had, while also attempting to drain as much blood from him as possible, the red substance laced with large amounts of love. Her cock twitched rapidly, and then several orange sized lumps begin to move their way through it.

As they reached the stallion’s already stretched rear, he let out a loud groan, his poor eyes rolling up as his eyelids screwed up, cock spraying a few more ropes of his thick seed across his belly. 

The egg was followed by a thick spray of green gunk that blasted into the stallion’s colon, fertilizing the eggs and making it easier for the ones that followed to slide in.

Flash was so out of it by this point he did not even know what was happening, just that it was one of the best feelings he had ever experienced in his whole life. 

He was soon groaning needfully and pressing up against the changeling above him as his ass was pumped full of eggs. The fake Twilight watched with an almost sadistic glee as his belly slowly swelled up, forcing an agonized groan from the stallion as the eggs pressed against his insides, his belly starting to bloat. 

The fake Twilight kept the eggs coming, her tongue hanging from her mouth as she groaned in pleasure. Flash soon begin to look more like a pregnant mare then a stallion. His belly ballooned up until he looked twelve months into the pregnancy, his skin stretched so tightly that it was possible to see the softly glowing green form of the many green eggs stuffed into him.

The poor stallion then collapsed against the bed, knocked out cold from all the strength that she had drained from him. The fake Twilight was feeling more powerful then she had ever felt before however, feeling more like a legitimate alicorn then a simple fake. 

She kissed the egg sack on the forehead, her long tongue extending from her mouth to dance up the side of his cheek before she moved away, trotting out of the room and down the hallway. Her hooves clattered softly across the crystal floor of her castle, and a smile broke out across her face as she moved down the castle steps. 

The first royal guard she found had fallen on his side, his eyes open wide as he stared blankly at nothing, bloody foam still dripping out of his mouth. It did not look like he had died violently, simply like a wound up toy that had run its course. 

Throughout the castle there were dozens of guards just the same, lying against walls or on their sides. It was almost as if someone had put toxins in their water rations. 

The barracks were a total mess, and the only place where it looked like a struggle had taken place. Dead guards were slumped over their sleeping cots, one stallion had fallen on top of another, and some of them had managed to vomit up blood before dying, filling the room with a stench that made the imposter so very wet. 

There was nothing more arousing then the scent of death. She strolled past the rows of bunk beds, returning a crystal table to its proper position before taking a seat, her horn glowing to pull a packet of cigars and a lighter from one of the stallions, who had clearly tried to get one last smoke in before his life was cut short. 

She fished one of the only intact cigars from within, cutting the end off with her magic and placing into in her mouth, rolling it over to the corner so that she could light it. 

The purple alicorn took a deep pull of the toxic smoke, thinking that a nerdy purple alicorn smoking in a room full of corpses must have looked quite silly. She let the smoke out through her nose, giving a pleased groan. Fuck, she wished they had things like this back at the hive. 

After reporting her success to the hive, she allowed herself to feel something that most changelings would never feel. Pride. Not just pride for pleasing the queen, every changeling could feel that, but pride for herself. Pride that she had gone from a drone, to one of the queen’s best infiltrators.

She put the cigar out on the table after taking one final pull, and then her evil laughter filled the room. Being an infiltrator did not give her any powers beyond those of a drone, just extra training. And she, as nothing more then a lonely drone, had managed to wipe out a whole battalion of Celestia’s guards. 

If this was the best fight the ponies could put up, they were doomed before they had even started.
> Chapter 7
> --------------------------------------------------------------------------

Moondancer, Twinkleshine and Colgate were all attempting to help out as best they could at one of the only hospitals in Equestria that was still attempting to help out the infected and find a cure. 

Moondancer had not wanted to be here. She had read several dozen books to try and help, but the cream coloured unicorn had not found anything that could prove useful against the infection. It seemed like this infection was something totally new, and the unknown scared her. 

Her red and purple mane was a total mess from hours of studying and frantically trying to find something to help, and she really did not want to be here. She was an introvert, and being around a hospital full of ponies all groaning and wailing for help scared her. 

She would’ve much rather been back at home, reading and trying to help through more indirect means. Clearly, she was not getting what she wanted however. Twinkleshine also seemed to be scared of the infected, but she was doing her best to be useful, even if she did not know much about biology. 

Colgate was the one that had dragged them all here, the blue mare a blur of activity as she moved from bed to bed, collecting samples, changing IV feeds and showing an amount of medical skill that Moondancer had not expected from the mare. 

Moondancer wanted to keep her distance from the infected if it was at all possible, but she was helping in the best way she could, which was directing Twinkleshine in doing everything as best she was able. It should not have worked out well, but with the few proper doctors and nurses helping, it was somehow holding up. 
Another of the infected had a needle full of drugs stabbed into his neck, putting him to sleep before his skin hardened to chitin and more violence was needed.

Twinkleshine now had tears rolling down her snow white cheeks, splattering onto the stallion as he struggled against his restraints for several seconds, before the chemicals took effect and made him flop limply against the bed. 

Moondancer desperately wanted to help the pink haired unicorn in some way, so she came over and tentatively wrapped a hoof around her, pulling her close as she sobbed. She did not know if this was what she should be doing, but it felt like the right thing. Her hoof reached out and softly pat the unicorn on the back as she sobbed. 

“Shh, shh… It had to be done, there was nothing we could have done for him.” She said softly. Right now, she felt angry at Colgate. She should not have dragged such an innocent unicorn to a place like this. 

But at the same time, she felt angry at herself for thinking such thoughts. They were here to help all the infected, which included the brave stallions and mares that were risking their lives to prevent the foul monstrosities from tearing them apart.

She was very thankful to the guards for that, but even so, Twinkleshine was far too innocent to be here, she should have been safe at home with her door locked and bolted, waiting for this whole horrible thing to blow over. 

“Why don’t you go and get some food from the canteen? You look absolutely terrible.” She nudged the unicorn away, and she gave a nod before trotting off. 

Moondancer herself then moved over to the lab that had been crudely cobbled together in one of the unused rooms of the hospital. Only one other scientist was rushing about, his gray mane a mess and his white lab coat splattered with coffee and bits of food, the protective coating having worn away from many years of overuse. 

There had been another scientist that had been working here, but he had rather tragically gone made trying to cure the infection and had taken his own life through consumption of toxic chemicals.

She sighed, then moved over to check what the doctor had managed to together while she had been away. As expected, it was far from good. There had been some process on a vaccine, but a cure was proving impossible because of the weak telomeres on the parasite. It was mutating faster then the common cold. 

How the hell were they meant to fight that? They just needed to wait it out and hope for the best. Of course, she did not want to tell her friends that. A hoof moved up to the bridge of her muzzle as she sighed loudly, then moved back into the main wing of the hospital.

Colgate had managed to finally wear herself out, where there had once been a hurricane of activity, there was what looked more like a fierce breeze. She was still trying her best however, seeming to not be bothered by the horrors that she had needed to put up with just to help here. 

The poor mare’s eyes looked heavy, and her body was screaming in protest, but she refused to give up, pushing her body well beyond that point. Moondancer felt silly for being angry at her. She just wanted to help, and she was pushing herself well beyond her limits to do so. 

Instead of forcing herself on her friend who was putting her all into this, she slowly returned to the lab. If they could not find a cure for the infection, then all those people outside were going to die, no matter how hard Colgate worked to keep them going and slow the infection. 

Before she begin work, she moved deeper into the hospital and found a coffee machine. The coffee, as one would expect, was horrible. Fair too bitter to bring about any merit, but it had the caffeine in it that she needed, and she had soon thrown herself back into her work with twice the vigour she had possessed moments ago. 

Her world slowly melted away, until the only thing that mattered was her, the chemicals, and the parasites. Under a microscope, the infective agent did not seem that dangerous, a tiny white worm that was not even able to burrow through the skin.

If it made it into a host however, it would leech food from their cells and rapidly grow in size until it was of terrifying size, and then it would breach the blood brain barrier and begin the transformation of the host. 

The first stages of the infection were simply the host’s body reacting to the infection, fever, weakness, vomiting. The second stage was unlike anything Moondancer had ever seen before. 

The parasite would force the host to eat massive amounts of food, and then use their own bodies chemicals to recreate a changeling. If they did not get food, then it could still go ahead using the hosts energy reserves, but this normally ended badly. 

She almost threw the microscope across the room as yet another chemical mix failed to do anything. But then she noticed the worm go mad, writhing about and consuming all the food in the Petri-dish before going still. 

Had she done it? Her heart beat jumped up, hope swelling in her chest as she watched. It was not moving! She had done it! Her hoof reached out and snatched the Petri-dish up, dashing over to the other scientist in the room to show him her success. 

And then, of course, she had to go and trip over. Even as she fell through the air, she realized that she had fucked up. Her eyes flew wide, and her hopefully expression changed to one of horror as she slowly hit the ground, the glass dish shattering beneath her, before she landed in the hundreds of razor sharp glass shards. 

They tore into her chest, turning it into a bloody mess. She was back on her hooves in an instant, washing the bloody wound out with water. It looked a lot worse then it turned out to be, nothing more then a few painful glass cuts. 

She cleaned the blood up from the floor, tossing the other scientist a sheepish grin. He did not look happy. 	Moonlight made the clever decision to move over to one of the bathrooms so that she did not distract him from his work.

She pulled open the first stall she came across, beginning to tend to the wound with a small medkit. The cuts were not deep, but bleeding everywhere in a hospital was normally frowned upon, so she wrapped it in bandages and poured an anti-septic on it.

Suddenly, she felt very ill. Not the kind of “I have an illness coming on.” Ill, but the kind of ill that sent her dashing from the stall as projectile vomit poured from her mouth, painting the sink and mirrors a horrific shade of bile. 

She stumbled back into the doorway of one of the stalls, holding herself up using it as she looked at herself in the mirror, realizing that she was a total mess.

Her skin was so pale that it had turned her cream fur an almost white colour, and her eyes were bloodshot and puffy. All of this had happened in the space of a few minutes, so it had her very worried.

Then she realized that she had just stabbed herself with a Petri-dish full of chemicals that could not only kill an evil parasite, but also likely her. 

She needed to remember what those chemicals had been, then she could figure out what to do. She went to take a step, but her hoof slipped on the vomit, and she ended up sprawled out on her back in the middle of a puddle of sick. 

She gave a groan, and attempted to stand, but her strength was spent, and there was no way that she was going to be getting up with how weak she felt at the moment. 

If she died here, she was not going to be happy. Being found in a puddle of sick in the bathroom was not a good way to go. 

It was almost an hour before all the sick in the bathroom was reported, and one of the nurses was sent to look into it. Joyful Smiles did not understand why she had to go and deal with this. She was just a peditricenan, and she had seen dozens of foals and fillies die today. She honestly just wanted to go home and cry. 

But, she had a job to do. She forced a large smile on her face that was meant to come across as comforting, but was really closer to the look an axe murderer might give a victim before removing their head from their body.

She then pushed the door to the bathroom open, almost recoiling as the stench of bile hit her. The smile dropped from her face and she pressed forward with a disgusted expression on her face. She really did not want to be dealing with this right now. 

But, it was her job, so she pressed forward into the bathroom and looked around slowly, “Hello? Is anybody in here?” She asked softly, secretly hoping that she did not get a response. 

There was a sudden soft groan from one of the stalls, and inside her head she let out a loud curse. Why did she have to deal with this? Surely there was somepony better suited to this job then her?

Regardless, she pressed forward slowly, fear gripping at her heart as her hoof reached out, pushing the door open slowly. 

Her screams echoed through the whole hospital.

Colgate, who had been busy dabbing a damp cloth over somepony’s forehead, heard the screaming. She dropped the cloth and tore off towards the source of the sound. 

She blurred down he corridoor, breaking at least a dozen health and safety laws as she skidded to a stop outside the bathroom, kicking it open with a hoof and tearing inside as fast as she could. 

Of course, she had failed to notice the vomit all over the floor in her haste, and her hooves skidded across It as she let out a loud curse, hooves slipping around as she headed straight for a wall. 

She grabbed onto the sink, managing to slow herself to a stop before she broke anything. A disgusted noise tore from her lips as she looked down to the vomit that now covered her hooves. She was just about to wash it off when she noticed that there was something else in the vomit. 

Blood. Blood swirled throughout the foul fluid, and floating in it was a bright red ribbon that had belonged to the mare known as Joyful Smiles. Her heart turned to ice as she slowly cast her gaze up to the stall.

The door suddenly exploded outwards, a huge, half-formed changeling trying to pin her down. It was huge, far larger then any of the other changelings had been, and it was on her before she had chance to react, trying its best to pin her down.

She did not have time to react to its features, she simply screamed and her hoof swung out on its own, trying its best to shove the huge creature back to give her a better chance at escape. 

Of course, chitin was like plate mail, and her hoof simply bounced harmlessly off it. It was then that she noticed the orange and purple mane of the changeling queen, the patches of cream fur that had not yet turned to chitin. 

“Moondancer?” She screamed, still frantically kicking and struggling in a vein attempt to get free.

The changeling lifted her up, smashing her head first into the sink. The ceramic made a dull thump upon impacting bone, and stars danced before her dazed vision as the changeling queen pinned her against the vomit covered floor. 

Purple eyes burned hatefully into her soul as the Queen looked down at her “This is all you fault!” The changeling roared in a raspy voice that held so much hate you’d be able to cut it with a knife. 

Colgate was stunned, and rather confused about everything that was happening because of her current state, so the best thing she could do was blink in a confused fashion, muttering a “W-wha?”

The Queen pinned her to the floor. “I did not want to come here! And now look what you have done to me! This is all your fault.” She roared again, only helping to deepen Colgate’s confusion. 

“Moondancer? What… Let go of me?” She muttered softly, stars dancing madly around her vision as her scrambled mind made an attempt to put together what was happening. 

“The chemicals I mixed in with the parasite did something. I thought it killed it, but for some reason it turned me into a Queen… I’m not even joined to the hive mind! The silence is deafening!” Moondancer screamed. 

Poor Colgate was only made even more confused by this, her mouth flapping like a fish on land as her brain worked overtime to put everything that was happening together. Finally, she seemed to regain some sense. 

“I-I will help you! We can find a cure together!” She said hopefully. Moon dancer then crushed all that hope when she let out a cruel, mocking laugh that dug into Colgate like barbed wire. 

“There is no cure! We tried, and tried, but by the time we find a way to stop the parasite, it will have died out on its own.”

She fixed the blue mare beneath her a disturbing smile however. “There is some way you can help me though.”

Colgate looked hopeful “Anything Moondancer! Just let me go… I think I have a concussion.” 
Moondancer chuckled “Don’t worry, I will let you go… After I am done pumping you full of eggs.” 

The blue mare’s face dropped like a sack of potatoes form a five story building, and her struggling doubled in strength. It did not work however, as the strong changeling Queen was easily able to pin her down. 

As her struggles became more frantic, they only seemed to turn on the Changeling Queen more. A thick length like that of a stallion’s if it had been filtered through a nightmare spilled from between her legs, and Colgate tried her best to scream for help. It did not seem to work, and only made the Queen give a cruel laugh as she pressed the length forward. 

The end bloomed, flaps of skin folding away like flower petals to show the bright green colour of their underside and a nasty looking spike that looked like it was designed for stabbing through bone. 

This forced yet more struggles from Colgate, who was crying softly now. Moondancer shushed her in a comforting fashion, a fanged smile ruining whatever comfort it might have been able to bring the poor mare. 

“Don’t worry Colgate, it will feel good, I promise!” She said, pressing the spike forward until it bumped against her head. The blue mare did not know what was happening, but she was lost and very confused, and she did the best thing she could in that situation, breaking down with a number of loud sobs. 

Moondancer felt bad, but her instincts demanded this of her, and she pressed forward with a moan, her hooves stroking at the mare softly to try and comfort her. She would understand once she was done being turned. She just needed a little coaxing first. 

Colgate sobbed, shuddering as the spike was pressed to her skull. The changeling Queen was several times stronger then her, so struggling free was not an option. There was nothing she could do but sit there and be frightened. 

The spike broke the skin, but for some reason it did not hurt. She just felt the spike enter her flesh, not causing the slightest bit of discomfort thanks to some kind of numbing agent that coated the spike. 

“W-What are you going to do to me?” She asked slowly, even though she was totally terrified about the response she might receive. Moondancer did not reply however, simply pressing forward with a blissful smile etched on her face. Colgate realized that she could feel it pressing through her skull, and she let out a pathetic whimper. 

The air stank of bile and musk, and she was forced to stare at the underside of Moondancer’s belly as she pressed the cock forward with a soft laugh. It begin to sink faster through the bone, and she realized that she could feel every inch of it as it pushed in. 

She might have pissed herself at that point, it was impossible to tell because she was not able to look down as there was a cock wedged in her skull. Suddenly, she felt a feeling that might be described as brain freeze.

It was not painful, but it was very uncomfortable. Moondancer let out a groan, and then her cock swelled up as a small lump moved along it. If she had not wet herself before, Colgate was sure it happened this time. 

She should have wanted to fight, to run, anything. But a relaxed kind of numbness filled her, and all she could do was let out a sigh as the egg filled her. 

Moondancer leaned down and licked at the wound, before pulling out. Surprisingly, her brains did not spill out of her skull. She flopped back in the vomit, and suddenly she felt amazingly horny, starting to greedily rub at her snatch as the Changeling Queen watched.

The tall bughorse smirked, then moved out of the room, needing to deal with the remaining hospital staff. Colgate did not see what happened, and was too horny to care, but as she was carried back through the hospital, she noticed that there was a lot more blood everywhere then there had been when she had passed through before. 

At least, she thought that was the case. Thinking and remembering things was hard, she could only really focus on how amazingly horny she was at the moment. She really hoped that she found a nice changeling stallion to pump her snatch full of cock. 

The queen placed her down in the sick bay, and almost instantly a horrific, half mutated changeling shambled towards her. One of his eyes was the wrong size, and his face looked like it had been made out of clay by a sculptor that had been working late on a Friday with a shovel as his only tool. 

She did not really care however. She just saw a source of cock, and her legs spread apart as a needy whine tore form her lips, telling the stallion how much she needed him.

He let out a buzz using half deformed wings, then climbed onto her back, wrapping one of his hooves around her neck. This was also messed up, far too thin to be properly functional, like he had forgotten to eat for the longest of whiles. 

In the least, his penis was working, the warm slab of hard meat stabbing brutally at her cunt and hitting her flank, the stallion taking a moment to realign himself before slamming forward, his cock sinking into her in one smooth motion that drew a loud gasp from her lips. 

He still fucked like a changeling too, sheer brute force and panicked, frantic thrusting like sex was a task to be performed rather then an act of love to be cherished and shared with someone special. 

Moondancer had also found herself a mate, a slightly less deformed changeling thrusting away on her back in an attempt to fertilize her. Before he could get done, a pink haired mare with snow white fur walked into the room. Twinkleshine blinked at the sight of a group of deformed changelings all trying to breed Colgate and the much larger form of a changeling Queen that was clearly Moondancer. 

Instead of panicking, a large grin broke out over her face. “Hey! This looks like fun, can I join in?” 

The new Changeling Queen blinked, looking less then comfortable as she came to understand Chrysails pain. Twinkleshine skipped happily over to Colgate. “What happened to you? You look really happy!” 

The Queen turned to her, explaining slowly “I laid an egg in her brain that is going to hatch shortly and destroy her personality before turning her into a mindless broodmare.”

She had been hoping to scare Twinkleshine off using her words, not wanting to hurt the poor mare, but it only seemed to send a smile across her face that was soon so wide it looked psychotic. “That. Sounds so hot! Do me next!”

Moon Dancer arched a brow, surely she had just gone into shock, and was using this as some kind of coping mechanism. She tried explaining slower “You will have your personality destroyed, and then you spend the rest of your life squeezing eggs out of your cunt and being bred by changeling stallions.”

Twinkleshine’s eyes lit up, and for a moment it even seemed like she was drooling “I know…. It’s sooo hot… Please do me.”

Well. Fuck. She pushed the changeling stallion from her back before he had a chance to blow his load, slowly strolling her way over to the mare and pinning her down with a hoof. She did not feel sure about doing this to her friend, but Twinklshine simply spread her legs needfully and let out a moan so whorish that she knew there was no turning back now. 

She slowly pressed the spike forward, softly pressing it to the side of the delicate unicorn’s head… She was going to feel really bad for doing this. Before she could react, or have time to feel bad, Twinkle let out another moan and slammed her head forward so hard that the spike broke the skin and sank half way through to the bone before Moondancer could react. 

Right now, she felt like the one getting raped. Even if it did feel totally amazing, this was not how a normal pony was meant to react to having a spiky object jabbed at their skull.

“More! More!” Twinkle cried, giving a psychotic laugh “Push it in! I can’t pull the spike back out, so you need to help!”

Celestia damn it, this mare was fucking insane. What was it with the quite ones? She let out a groan, then slowly pushed her cock forward as Twinkle let out a series of whorish noises, trying to help guide the spike deeper and deeper. 

It made it through her skull easily, and then Twinkle laughed, reaching out a hoof to rapidly rub at Moonlight’s shaft. “I don’t want one egg! Give me them all or I’ll break your dick off.”

Fucking Tartarus, how was Twinkle doing this when she was the one with her dick wedged in the mare’s skull. Her thoughts were interrupted when the first of many orgasms to come tore through her body, her back arching as her eyes rolled up, the first egg slowly sliding along her shaft. 

The white unicorn was not happy with just one however, and begin to frantically stroke her member until she squealed like a pig, feeling even more eggs being ejected into her dick. At this point, the pleasure was too much and she did not even know what was happening. 

Her vision had turned white, everyone of her nerve endings were screaming in pleasure, and the only sound she could hear was Twinkle screaming in pleasure as nearly a dozen eggs were forced into her brain, putting pressure on the inside of her skull and giving her the worst migraine in history. 

She then tore herself off Moonlight’s length before she had a chance to seal up the hole in her skull. For a moment she was worried that her friends brains were going to spill back out of the hole and she was going to die. 

But her skull had been packed with so many eggs that they blocked up the hole. She practically had to force the squirming mare to hold still as she sealed up the hole in her skull. 

Twinkleshine fell onto her back, one hoof clutching at her skull as the other begin to rub rapidly at her soaked snatch, loud moans tearing from her lips as she hoof fucked herself in front of a room full of deformed changelings. 

Even they seemed uncomfortable with the mare’s masochism, looking nervously from the squirming female to each other, then back to her. One of them was going to have to put his penis inside her, and non of them wanted the task of doing so. 

Slowly, one of the more deformed changelings hobbled forward and mounted her. She squealed in pleasure, leaning up and biting a spot on his neck where armoured chitin had not correctly formed. 

He let out a loud squeal, thrashing about as she wrapped her hind hooves around him, forcing his member into her as green blood poured from the wound on his neck. 

Moondancer and the other changelings just stood and watched in a less then comfortable fashion, most of the smarter changelings deciding that filling all of Colgate’s holes would be more fun then taking a chance trying to stick their members inside of Twinkleshine, considering she was now practically raping the poor changeling stallion to death. 

Being a changeling Queen, she should have now made pods filled with goop for the soon to be broodmare’s to eat so that they did not end up eating each other. She did not yet have the reserves to do that, so moved from the room towards the canteen, hoping to find something she could use as a replacement. 

It was at this point that the Royal Guard decided to responded to the hospital falling apart. The main door to the hospital exploded inwards from a single battering ram strike that it had never been designed to withstand. Nearly two dozen royal guards rushed in and begin laying waste to everything in their path.

Queen Chrysails had elite fighters to deploy on the battlefield, but so did Celestia. They were wearing thick gold plate that covered nearly every inch of their body apart from the joints and eyes. It was already splattered heavily with the green blood of countless infected that they had cut down on the way here. 

The first infected spotted them, giving a viscous buzz as he tore off straight for them, being stopped by a single swipe form a huge halberd. The infected creature’s body was launched through the air, blood arching from a neck that was suddenly missing a head. 

The elite guard did not even flinch, pressing forward and destroying everything in their path with the same cold calculation, their halberds making short work of all the infected in their path, biting through flesh and armour with equal ease. 

They moved into the main room of the hospital, and were almost instantly dived on by no less then two dozen nearly fully infected changelings, the one or two blows that did land being totally negated by the thick platemail.

Colgate and Twinkleshine were quickly surrounded by the heavily armoured guards who quickly realized that these mares were also infected because of the messed up chitin covering their body, and with a single swipe of a halberd Col gate's head went flying from her shoulders, bouncing off the bed and rolling to the floor, blood spraying from her neck as a final egg squeezed from her cunt. 

Twinkleshine finally noticed the guards in the room, a large smile breaking out over her face as she let out a whorish moan, dashing towards the first of the guards who raised the spike on the end of the halbard towards her. 

It did not slow the mare in the slightest as she impaled herself on the large spike. She moaned loudly and reached a hoof down to frantically rub at her cunt, managing to reach one final orgasm before falling limp on the end of the halberd, a single egg falling to the ground from between her legs.

The guard was shaking slightly at this point, shaking softly before shaking the mare from the end of his weapon. His commander looked towards the stallion, shaking his head “Stay here and set up camp, we’ve been through a lot,” He waved a hoof to four of the other guards “You four stay here and we will clear out the rest of the hospital.”

Moondancer had of course figured out what was happening, and her and the surviving infected moved out of the back of the hospital before the guards could reach them.

Canterlot city was a total mess, dead ponies and guards being piled up on carts for burying, which was problematic because of the fact the city was built on a cliff. 

Despite the heavy losses, it seemed that the guards had won out against the changeling infection… And that now it was time for Chrysalis to move onto the second step of her plan.
> Chapter 8 (No porn)
> --------------------------------------------------------------------------

Moondancer had of course figured out what was happening, and her and the surviving infected moved out of the back of the hospital before the guards could reach them.

Canterlot city was a total mess, dead ponies and guards being piled up on carts for burying, which was problematic because of the fact the city was built on a cliff. 

Despite the heavy losses, it seemed that the guards had won out against the changeling infection… And that now it was time for Chrysails to move onto the second step of her plan. 

As the last of the changeling forces were crushed, it seemed like the changelings had lost. The infection had been purged, the remaining infected had been put out of their misery and the guards had managed to regroup and push through to wipe out any of the attackers that remained. 

Moondancer was having one hell of a time. She could hear the screams of the dying infected as they were burned and cut down. Thankfully they were not joined into the hive mind or the screams would be so much worse, but even without that connection, their screams were loud enough to echo in her head.

Another voice was there too however, helping to take the pain away and telling her to get down to the sewers as fast as possible. That was the only voice that seemed to make sense, and she tried to follow its instructions, looking for an entrence into the sewers. 

Meanwhile, several of the more specilized branches of the army were attempting to deal with Chrysails… Along with a group of ponies that had no right being anywhere near the army. 

The hulking form of a barbarian known as Lavender carried the form of a knocked out changeling scout over his shoulder. His off white body was coated thickly in scars that told stories of many campaigns without a scrap of armour to protect him. 

He was much larger then any pony should have had the right to be, almost as tall as Celestia and coated in three times as much muscle. Despite not having armour and his only weapon being a pair of metal horse shoes, he was coated in a huge amount of changeling gore that had coated his body and dried into his fur. 

The barbarian shook his head to clear his purple mane from out of his eyes, then dropped the changeling scout to the floor. 
Another mare was abuzz with activity, working on a device that looked like an electric chair cobbled together out out of various things she had found in the kitchen. The base was a simple wood chair with thick leather straps coming off it, but the head piece was what appeared to be a pasta strainer with a bunch of wires and blinking lights coming off it. 

This was linked into a pair of thick black cables that lead to another identical device, only the helmet of this one was lined with a number of deadly looking spikes. The changeling scout was strapped into this one by the dirt brown pegasus with the light brown mane. 

Across in the other chair, the form of a gray unicorn was busy climbing into the other chair, his black mane a mess and his face showing that he was not happy about needing to remove his hat.

“Do we really need all these straps?” The gray stallion known as Hatter asked.
Necrosis, the brown mare, turned to him “No, of course not. The S.T.E.M device is perfectly safe, they are just there to stop you moving around,” She lied.

Hatter blinked a few times “So… you never did tell me what S.T.E.M stood for. Is it Safe Tested Entry Module or something?”
The pegasus moved over, tightening up the straps until they dug in before giving a nod to the barbarian, “Something like that,” She smoothly lied again as the barbarian set the helmet on the changeling, driving the spikes through its skull with ease. 

She and the barbarian both shared a look, both knowing that it really stood for “Stupid Twat Enters Matriarch.” But she was not going to tell her subject that. “Now, we are going to drop you into the hive mind. Find out where Chrysails is, and then we can sell the information on and become rich… Also, be careful not to let her know you are there or you might die.” She said the last part quickly, like it was barely worth mentioning. 

Hatter’s eyes flew wide at this “Wait! What was that-”

She threw the large lever on the back of the seat into the ON position, and suddenly both seats crackled with magical energy, and Hatter begin to scream… Before the world fell away. 

He could see sights and sounds, a whole web of information that slammed into him, washing over him and almost pulling him down. He was far from the most stable pony however, and that let him easily tell himself apart from all the changelings here. He was the only creature who’s mind was falling apart. 

By focusing, he managed to organize the river of minds, voices, sights and sounds into something a bit less head frying. A number of glass windows floated next to him, showing what the changelings were up to…

It can’t have been right. All the windows showed the same scene. They were in the sewers! The whole army was already here! He needed to wake up and warn his friends to get clear, but… He could not wake up… Necrosis had not thought this through!

Meanwhile, Moondancer had found her way down to the sewer and had found the huge army that was hiding under there. Rows and rows of changeling warriors lined up either side of the river of shit and gray water that constantly flowed under the city. 

This was good news for Hatter, as the parasite making another Changeling Princess was not something she had expected, and all her attention was drawn away from him.

Not that Chrysails was complaining, having a Queen leading the strike on Canterlot would boost moral considerabley, even if it was only a new Queen, it did not really matter, drones and guards were very protective of Queens. 

If she was there, she would have liked to meet this new Queen face to face. As it was, the best she could do was have an elite guard step forward, one of only two in the whole army. 

“Hello. The Queen would like for you to join with the hivemind and lead her attack on Canterlot. You will get the spoils, as well as being looked after.” The elite guard said, his tone and face blank.

Before she could reply, a smile broke out across his lips and he begin to laugh softly “Or you can stay down here and enjoy all the lovely sites and smells. I hear they might even have a gift shop.”

Moondancer just stood there and stared at the elite guard. He mind was abuzz with thoughts, the gears of her mind in overdrive. What did she really have to loose from agreeing to this? The guards had wiped out her best friends, and she was far from happy about that. This would be the perfect chance to get revenge…

Plus, what choice did she really have? She could not really be a lone changeling queen, she had no idea how to set up a hive and do all that other changeling stuff.

And, this queen already had an army. She could show those uptight alicorns and maybe make Twilight happy for once. She felt Twilight would do well as a queen.

She gave a nod, “Sure, whatever. I don’t really have a choice… So, how do I join your hive mind?” 

The elite guard stepped closer and chuckled, lowering his head as his horn took on a sickly green glow “Touch your horn to mine and I will do it for you. I promise touching horns is not gay.”

She ignored the second comment and stepped forward, leaning down and lightly touching her horn against his. Her own horn took on the same glow, and then like tuning a radio, everything snapped sharply into focus.

Voices filled her head, and for a moment she was fearful of being overwhelmed, but then they back away, giving her time to get to grips with the whole thing… It was… Amazing, she could see everything. She could hear each of the changelings thoughts…

And she could hear another far more powerful voice that seemed to drown out all the others. “Why hello dear… You sure are a suprising one, I honestly never expected the parasite to be able to do something like this. But I see that you experimented with it. Well done! I-”

The voice cut off “Well, nevermind. We will have plenty of time to talk when we meet face to face. But for now, I just need you to lead that attack. I will give you a hoof, but you should not need to get your hooves too dirty...” 

An evil laugh echoed through her head, and she swore she caught the elite guard rolling his eyes out the corner of her vision, “Now. Give them the order to attack, knowing that thousands of the creatures you used to be will be captured or wiped out!” 
Moondancer gulped, slowly turning towards the hundreds of drones and guards staring blankly ahead. This was… So sudden. This… It was all happening so fast, she was not sure about doing this.

Surprisingly, it was the changelings themselves that inspired her to give the order. They were all stood here, in a dark sewer that stank of shit and who knows what else, with orders to hold their position. Despite this, their spirits were high.

This was what they had been bred for. This was their purpose in life. They had been raised on stories of how glorious this day was going to be, and now that it was finally here, she had no right to take it away from them. 

Every single one of this changelings was ready to fight to the death for their Queen, and not a single one of them showed the slightest hint of fear. To them, death was nothing more then a sign that they had tried their hardest and their foe had been better then them.

Moondancer sucked in a deep breath and almost choked on the foul air, instantly regretting her choice. She hid that however, and put on her best brave face. With every ounce of effort she could muster she screamed “ATTACK!” Both physically and mentally. 

The changelings cheered loudly, and every one of them went rushing for each of the ponyhole covers that littered the city. 

The war torn captain that had been in charge of the attack on the hospital watched as a ponyhole cover burst open right in front of him, almost a dozen changelings beginning to pour from it. Thankfully it was one of the covers that had been furtherest from the army of changelings, or right now he would be getting overwhelmed by Celestia knows how many of the bastards. 

His troops were unprepared, but he was never in such a position. His ration tin dropped to the floor, and he rushed at the first of the changelings with his halberd, not even bothering to put on his helmet. 

The spike of his weapon impacted perfectly with the tough chitin and sank through it easily, punching into the foul creature’s brain and causing its bright green blood to flow down his weapon. 

Even though this was only a drone, its chitin offered much better protection then that of the infected, and his weapon was now stuck. The next changeling that had managed to climb up laughed at him, rushing forward and swinging a crudely made sword at him. 

He used the thick wooden shaft of his weapon to block it, the weapon biting in a few inches before coming to a stop. The changeling stared at him for a moment, realizing it was fucked. 

The Captain let out a roar, then lifted his weapon, dead body, sword and all into the are, swinging the end with the hammer down into the drone’s skull. Bits of chitin and brain splattered everywhere as the top half of its head seemed to explode into a gory paste. 

Moving quickly, he kicked the corpse of the changeling off the end of his weapon and into the pony hole cover, delaying the remaining six changelings from getting up.

The six changelings that had made it hissed, then rushed him. All but one of them were drones, one of them a guard with a scary looking axe.

After they had all been dealt with, a terrified looking messenger galloped up to him, the red stallion stopping to catch his breath. 
“The… The changelings are coming up… All over the city! It was a trap!” 

The Captain gave a chuckle that caught everyone off guard, “That it was. But now the changelings have made a mistake in using up their trump card and expecting us not to have one… Only normal considering the fact they see us as weak.” 

He pulled out a pocket watch from somewhere in his armour, flipping it open “We will want to get off the main streets. It should be here any moment now.” He said to his troops, then turned to the messenger. “You’ve done good work, come with us for now, this is going to be one hell of a show.”

It was almost an hour of fighting later that this ace became known. The guards were getting their flanks kicked and had formed up defensive positions in the city that would be clearly seen as per the commanders orders. 

The changelings were wiping out the remaining guards and putting everyone else they captured into cocoons. They had lost the lower sections of the city, and their moral was at breaking point. 

Then, a cloud begin to pass over the city. It was not a normal kind of cloud that was small and fluffy, this one was huge and black, bigger almost then Canterlot. It slowly slid over the city, casting a huge shadow and blocking out enough of the sunlight that the city was plunged into night. 

The Captain just stared up at the huge cloud, starting to laugh. His second in command stood next to him, his jaw almost on the floor. His mouth opened, then closed, then opened again. Finally, he let out a wordless gasp and turned to the Commander “Is that what I think it is?”

The war torn stallion nodded, giving a final smirk as he realized that laughing was a good way to get yourself killed. “Yes. The City of Canterlot in all her glory. The Wonderbolts are not just for shows you know, they are a lethal fighting force that even I don’t want to see myself fighting against. And the changelings are about to see just what this city can do.” 

His second in command was about to ask what he meant by that when the whole universe exploded. There was a bright flash, like the universe itself had been torn apart, and he found himself dropping to the floor, everything a bright shade of white for a few moments. 

When he finally found himself back to reality, the air smelled faintly of ozone and his ears were ringing like crazy. Slowly, he climbed to his hooves “Celestia...What the fuck… Was that?”

His Commander turned to him, flashing him a grin that seemed almost demonic as he responded simply with “That my friend, was lightning.” 

One of the squads that had been close to the sight of the strike was treated to the sight of a large blast hole the size of three houses, surrounded by dozens of dead changelings that had been cooked alive in their chitin, smoke rising off their corpses as they filled the air with the stench of burnt meat. 

One of the younger guards vomited all over the floor as their leader blinked his eyes a few times, then finally put his thoughts into words “Celestia… That’s a lot of dead fucking bugs. I… I… Think I need a drink.”

Just as the changelings were recovering from losing almost one hundred of their number in one strike, the second strike begin. Smaller lightning bolts danced from the huge angry cloud, it was massively inaccurate, but every now and then the lightning got lucky and struck down another changeling. 

This was just the start. The streak of a blue uniform tore across the sky, and a mare with an orange mane slamming into a group of changelings with her hind hooves, knocking them down like skittles and sending those that remained standing running for cover. To the changelings this mare had no name, but she quickly earned a reputation as death with wings. 

A blue mare with a rainbow coloured mane flew next to her, her tail somehow leaving a rainbow trail hanging in the air behind her that showed her path around the city, moving around the houses with hairpin turns that would have made most pegasi pale just to think about attempting. 

She seemed to strike with much more hate against the poor changelings. Her strikes were less skilled, but with the anger that fuelled them they were just as deadly and sent the changelings scattering just as well.

In one part of the street, cannon fire started up. Rolls of confetti, streamers and thick metal shrapnel were blasted at the changelings, cutting them down and also deeply confusing them over what the fuck was happening. The bright pink mare manning the cannon laughed loudly as she worked to reload it, the half a dozen changelings that had dared to rush her now dying in a heap of green blood and confetti.

“It’s good because with all the confetti you can barely see all the blood!” She said fair too cheerfully, switching from the multi-coloured confetti to a type that came in a number of different shades of green, to better hide the blood. 

The mare next to her stepped slowly around a dying changeling, her white muzzle curled up in disgusted as she stabbed the changeling with a fancy looking dagger, stopping its movements “That’s lovely dear, but do you think you can put more shrapnel and less confetti in? The blood is nasty, but having to put these creatures down is even worse.”

Pinkie giggled “Don’t be silly! I want them to die with a smile!” 
An orange mare next to her straightened up her stetson hat “I think Rarity’s right Pinkie, and ah’ also think that’s the twelve triple chocolate an’ raspberry cupcakes you ate on the way here that are talkin’, not you.” 

Pinkie bounced in circles around her reloaded cannon, pulling it behind her on a leash “Aw… But war makes me hungry! And I had to eat them before they got ruined!” 

Another changeling came rushing towards them, this one a warrior with a huge battle axe. The orange mare with the blonde mane turned her back to him as he raised the weapon, then both her hind hooves smashed square into his chest and sent the changeling flying, battle axe and all.

He hit the ground and dropped his weapon, bouncing once, then twice, then slid into the side of a building and did not try to get up, knocked out or dead, it did not really matter.

“Are we really sure that coming here was a good idea?” Rarity asked, wiping her dagger clean as she moved over and made sure the guard was dead. “You know this is not how I expected to be spending my week, Applejack.”

Applejack rolled her eyes “Fluttershy and Twilight are missing, an’ we need ta’ find them. Stop worryin’ about your mane, these creatures could hav’ done anythin’ to our friends!”

Rarity sighed “I know, but this seems like a job for the guards rather then us, considering they are armed and trained.”
The orange mare was about to point out they had done this before, when the thunder was suddenly cut off as the city of Canterlot opened the floodgates above them.

Rarity’s perfect and intricately groomed mane was ruined almost instantly as she gave a cry of dismay. The changelings had lost over half their numbers already, and the guards had regrouped and were trying their best to push outwards and retake the part of the city they had lost. 

They were only pushing outwards because the changelings were distracted however. Changelings had large bug wings that did work, and they had turned their focus away from Canterlot to Cloudsdale. The rain served to make flying harder for the changelings still below, while also hindering their own ponies, but it did nothing for the small army of changelings that had already landed on the city.

Pegasus guards did their best to hold off the changelings, and for the most part they were winning despite the fact they did not have the heavy armour of the royal guards. The changelings had already been fighting for over an hour when they had arrived, and as such most of them were at least a little worn out. 

Red and green blood mixed in the streets, staining the cloud flooring as it soaked up the fluids like a sponge, giving the city a nightmarish appearance. It seemed that the changelings had made a grave error in splitting up their forces, but it was only to serve as a distraction.

Spitfire, the mare with the orange mane, had returned to defend the city. She swirled and dived, and with each dive, one of the changelings died. Her blue clothing was ripped, bloody gashes beneath each of the tears. Her flight suit had not been designed as armour, and it did not act as armour either. 

The changelings were almost upon the royal castle now, the remaining guards having formed a final blocked to try and stop them. The pegasi were trying their best to help, but they had their base to protect as well. 

In the least, Cloudsdale had evacuated all of its citizens before using the city as a sky fortress, and the pegasi they did have were pulling ponies away from the fighting and trying their best to rescue those that had been captured. 

It seemed like the ponies were once again turning things around.

Hatter was still lost in a sea of memories, and had been for what felt like an eternity. He had seen countless changelings die, their windows vanishing and exploding into grains of sand. Death, fighting, and brutal rape. He had seen them all. It would have driven him mad, had he not already been mad to start with.

He really wanted to get out of here as fast as possible, and had been looking for a way to do so before he had come upon a huge window, unlike any of the others. It was built in a massive rectangle shape, like a stain glass window, and little streams of green light seemed to pour off it, connecting to all the other windows.

The stallion stepped closer to it, and realized that he could see through Queen Chrysails eyes. She was currently soaring through the air was a pair of special looking changelings and….

Was… That could not be who he thought it was… Twilight Sparkle? Two creatures with alicorn tier powers were on their way here right now to finish up the invasion. He had to get out of here… He needed to get out of here right this second!

Before he could react, one of the green trails of energy lunged forward and sank into his chest. Chrysails knew he was here, and the moment the green energy touched him, he knew that she was not happy, and that he was seriously fucked. 

A deep voice filled his head, laughing mockingly at him, and had he been back in his real body he would have urinated right then and there. 

“Hello, Hatter.” The voice said simply. Hatter did not dignify it with a response, staying silent and trying to put on a brave face. “That is not going to work, I can read your mind you moron. We’ve captured the device that is allowing you to connect to the hive mind, and we have bad news. There is no way to turn it off without a huge risk of it frying your brain. You’re going to die here.”

The stallion did not care. He had kind of expected something to go wrong, it was the kind of thing that normally happens when you throw together a device designed to integrate with your brain out of kitchen tools, magic and duct-tape. 

“You’re friends have all failed you. They ran off rather then try to protect you, and now you’re going to die alone without a single friend in the whole world.”

Hatter was still not scared. He had done terrible, terrible things to a lot of ponies, and had only joined up with Lavender and Necrosis to try and make up for those mistakes.

He could feel that Chrysails was getting annoyed, but before he could comment on it, he was suddenly whisked away from the dreamscape. He was a changeling, well, no. He was in a changeling. He could see and feel everything the changeling did, but had no control over his actions in the slightest. 

Right. Where was he? The changeling walked past several construction workers all wearing hard hats as they worked frantically on a wide array of technical gadgets and gizmos. Control panels filled with dials, blinking lights and other things Hatter could not identify.

Right. It should have been clear that he was in Cloudsdale. Everything was weird, he had never been to Cloudsdale before, and within moments he decided that he hated it. The control panels were making a horrible buzzing noise, and the huge fans they were licked too were making an even worse racket, even though they were only keeping the city hovering in place.

As he watched, the changeling slowly approched one of these control panels, sucking air in between his lips in the fashion construction workers normally do, making several adjustments to the control panel before moving on to the next. Hatter had no idea what he was doing, but the other workers did not seem to care either. 

As he reached the final control panel and made adjustments, the fans suddenly span up. The racket that filled the room was almost deafening, and Hatter was desperate to cover his ears. The changeling simply stepped back however, looking towards the other construction workers as they panicked and rushed towards the control panel.

Of course, the changeling had expected this, and all of the control panels suddenly exploded in a shower of sparks, making the workers curse and really start to panic. 

It was too late however, and the racket the fans were making was complimented by the panicked yells of the poor pegasus that were trying their best to fix it. The huge cloud city was now rapidly speeding towards the side of the mountain, and it was by this point that they finally managed to use the emergency stop. 

The fans begin to spin down, but it was two late. The changeling slowly moved over to a chair, holding it still with his magic as he took a seat. A packet of cigarettes floated from his pocket and he pulled one of them out, floating it into his mouth and lighting it with a sigh. 

Smoking was a habit that a lot of the higher up changelings had picked up. They were immune to most of the negative effects of smoking, and most of the high up changelings wound up getting the most dangerous missions, so even the most negative effects did not mean much.  

From his other pocket he pulled a hip flask, washing down the toxic smoke with a mouthful of whisky.

He raised the flask to the air and chuckled at the few workers that had not yet given up hope. A lot of them would have made for the emergency exits, but he had already made sure that non of them would function. They were all going to die here with him.

“Here’s to you, my queen.” The changeling said, downing the whisky in one go.

And then Cloudsdale crashed into the side of the mountain.

Hatter was back in his body, well, the mental metaphor for his body in the least. Chrysails was back to chuckling at him, back in high spirits. “That is what true dedication and loyality looks like. Ponies would never understand that.”

Now it was Hatter’s turn to laugh at her, and this really seemed to piss her off. “I’m going to make sure that you get trapped in the hivemind forever, and that you spend the rest of your life being tormented and tortured for annoying me.”

He laughed even harder at this. And then he was back in the real world, surrounded by changelings. His reflexes kicked in and he begin haemorrhaging from his muzzle as agonizing pain and pleasure both begin to tear through his body. 

Honestly, he did not know what the hell he was feeling at the moment, but he begin screaming loudly and he was pretty sure that he was orgasming everywhere while bleeding everywhere else. 

The changelings stared at him as he convulsed, orgasmed and bled all at the same time, almost feeling proud of himself despite the fact his brain was frying itself. That did not matter to him however, all that mattered was the fact that a whole bunch of changelings were now watching him instead of attacking his friends, and right now he knew his friends would need all the help they could get.

Back in the royal throne room, Princess Twilight Sparkle and her bodyguard had finally arrived. The Princesses had blockaded themselves in the royal throne room, a magical field of energy crackling away as it protected the stain glass windows from anyone that might attempt make it in.

The main door had huge wooden planks sealing it shut, and behind several wooden pews that had been used as seating, guards were waiting for the door to go down, all of them unicorns with more combat spells then one could shake a stick at. 
The Princesses knew that the kingdom was going down, and that there was nothing they could do to stop it. Shining Armour had been sent back to the Crystal Empire to be with his child. His wife had been missing since the war had started, and without her they could not use the spell that had stopped the changelings before.

Celestia had not mentioned it, but Shining Armour had been broken since his wife had vanished, knowing the changelings must have caught her and that it was because of his failings as a guard it had been allowed to happen.

She had already given the order for her guards to return home to their families if they wished to see them, and many of them had taken that option, while many more had stayed behind to fight, even though they knew that it would cost them their lives. 

The Princess had never been more proud of her guards, and with such a show of bravery from her subjects, there was no way she would retreat. She had the means to do so, she could have escaped the city and run to some far away land where she would be safe. 

But, then she would be a princess without a kingdom, and she would have failed her subjects in every way possible. Brave stallions were out there right now, dying in her name, giving everything to protect her, and she was here, locked up safely in the walls of her castle. 

Even her sister had donned her armour and gone to fight, she had always been better at that kind of thing then Celestia. Still, even if she felt useless and helpless, she still had her own duties to tend to.

Her hooves clattered softly and carried her into a wide, open room where her student was waiting, the orange form of a guard stood next to her. She was so proud of everything that her student had done to earn her wings, and she had grown fair closer to her then almost anypony else in her thousands of years of living.

“Celestia! I have terrible news about your guards!” She said, tears streaming down her cheeks. “Me and Flash tried our best, but somebody poisoned them all!”

Celestia, the regal white alicorn simply glared flatly at her, rainbow mane fluttering in an angry fashion. “Stop wearing her face, you’re barely even a mockery of the real Twilight Sparkle. You cannot even use the correct grammar, something my pupil would never slip up on.”

The fake Twilight beamed, even that seeming like a cold mockery. “Stop. Wearing. Her. Face.” Celestia hissed, her horn glowing a bright yellow colour. 

“Flash, this pony is mean. Please kill them.” Twilight said, Flash giving a lurch as he shambled towards the Princess, his spear out in front. 
Celestia took one look at him, running a quick spell over him to see if she could undo the foul magic.

Realizing that it was far more then foul magic that had taken hold, she gave a sigh “I really am sorry. This is my fault. I should have never let any of this happen, please forgive me.”

She stared straight into his cold, unfeeling eyes, and then a spell tore from her horn and his head vanished in a spray of fine red mist. His hooves wobbled, and for a moment it looked like he was going to fall over backwards, before he once again planted his hooves firmly against the ground, his headless body taking another step towards her. 

And then his body exploded in a shower of gore. Celestia barely managed to get a shield up in time as the spray of blood smashed into it, flowing down the shield and pooling onto the floor around it. 

Celestia stared at the gory slurry making its way down the shield, picking out several organs along with several dozen writhing changeling maggots. Calmly, she forced her shield outwards, and it removed the blood and everything inside the blood from exsistance, making it like Flash had never existed at all.

The fake Twilight’s own horn lit up at this point, making Celestia laugh “You don’t stand a chance.” She spat coldly. 

Lavender, The Commander, fifty or so royal guards, Pinkie Pie, Applejack abd Rarity were all that remained of the defenders. The pegasus fighting force and the wonderbolts were all dead or M.I.A, their spirits shattered y the loss of Cloudsdale. 

The city had come crashing down into the mountain, the cloud foundation moving around it like how clouds should have acted. All the buildings, machinery, or anyone in the buildings were not as as lucky. To those things, the mountain was as solid as ever, and it destroyed all of them, sending a whole lot of rubble rolling down the side of the mountain.

The weather production plant was destroyed, and by the time the city finished moving around the mountain, all that was left was an almost perfectly level cloud stained a slight rainbow hue. 

Almost all the pegasi that had been outside of buildings at the time survived, but most of these either flew off or went to dig the corpses of loved ones from out of the rubble at the foot of the mountain.

Needless to say, their moral had been totally crippled by the event, and it had seriously hindered their ability to fight. Spitfire had been attacked by a dozen guards at once, and after breaking one of her wings, she had been cornered and then captured. 

Soarin was dead, he had been trying to protect a family and their child, and after refusing to give them up, he had been impaled on the end of a spear. Fleetfoot had been captured while attempting to apply first aid to a wound on her leg. 

Rainbow Dash was the only member of the Wonderbolts that was still up and running, and she had found herself facing down a small army of changelings with no allies to help her out. She had a nasty gash cutting through the flank of her uniform, and it appeared she was flying through hell. 

The entire downtown area was now being converted into hive, the houses were being wrapped in black gunk, and inside and outside the buildings, dozens of pods hung like fruit, containing the thousands of ponies that had been captured. She could not slow down however,  if she slowed for just a second she would die. 

There were almost two dozen changelings on her tail, and there was no way that she would be able to take them all on without some serious help. At the moment, the only pony she had to help her was herself. 

One of the changelings got too close, and Rainbow Dash gave a smirk, now heading straight for a building. The changelings stayed right on her tail as she tore through the air like an arrow, and for a moment it looked like she was going to crash straight into the building. 

It was then that Rainbow Dash folded in her wings, planting both hooves on the drone as he sped into her, then using him like a springboard to turn all her forwards momentum into upwards momentum. 

The drone smashed into the floor like a ton of bricks, and the changelings smashed into the side of the building, some of them dying and some of them managing to slow down enough to avoid death. Non of them were in a fit state to chase her any more however, and she sped up the side of the building with ease, opening her wings to slow herself down so that she could rest on the rooftop and decide her next move. 

It was then that an arrow tore straight through her wing, making her scream out and curse in pain as she begin to fall. With her remaining strength she managed to grab onto the side of the building, muscles screaming at her as she hauled herself onto it and sprawled out onto her back.

She needed to get up, to protect her friends, but her body refused to do any of that. Rainbow Dash had pushed herself well beyond her limits and did not even care that she had done so. Her body was being a total nerd, whining about how she would die if she pushed herself any harder and stuff. 

She tried to stand, but her head spun and she went tumbling to the ground. Now she could not feel the agony that had been tearing into her, which showed that her body was learning. No amount of pain was going to stop her! Not even herself could stop her from getting up.

With an almighty groan, she slowly forced herself to stand. Her whole world spun and she was pretty sure the floor was moving, but she did not focus on any of that. Someone had put a bolt through her wing and was likely getting ready to fire another with every moment she was not moving. 

She put one hoof firmly on the ground and dragged herself forward a step, managing to do so without vomiting everywhere. She was doing good!  She took another step and her whole world lurched to the right.

She did not care what direction the world was facing, as long as she could move through it. As she went to take a third step, another bolt suddenly tore cleanly into her hoof, stopping once it reached the bone.

Rainbow Dash did not feel any pain, she simply stared at the bolt sticking out her leg, giving a slow “Oh.” As the floor came spinning towards her. She landed flat on her face and groaned, then attempted to get up again.

“Please Rainbow, for once in your life, give up. I don’t want to hurt you any more then I have to.” A voice said suddenly. Twilight! Twilight was here.

As the alicorn’s magic wrapped around her, Rainbow Dash finally allowed herself to give in. All the pain and suffering, it was all fine. She could relax, Twilight was here to look after her. 

Outside the castle, the fighting was reaching a peak. The changelings were flooding in like water, and the fifty or so guards were doing their best to stop them. At this range and with that many targets, Pinkie Pie’s cannon was proving devastating, and this only became more true when she ran out of confetti and used sprinkles instead.

“Sprinkles! Sprinkles in my eyes! Everything is a rainbow of pain!” One changeling screamed, before being put down by a rather brutal spear straight through the neck.

The blockade was holding for now, but they had no idea where the Princess was, and it was only holding because of the fact the changelings currently had a massive distraction to deal with. 

The huge barbarian known as Lavender had been able to kill changelings with his bare hooves, shattering apart shells and pulperising flesh like it was nothing. Now he was loaded up on drugs, and he moved through them like a steam train, the wounds they inflicted only seeming to increase the damage he caused.

Close behind him, Necrosis followed, tossing flasks full of metal ball bearings and explosives at the changelings and carving even larger holes in their ranks. They both knew that they were dead, and so far they were only survivng because of the fact they had gotten lucky, but non of that mattered. 

For now they had a battle to fight, and that was the only thing they needed to focus on, the only thing that mattered. Lavender suddenly had close to a dozen changelings dive on him, and he finally seemed to fall.

A moment later he tore them off him, killing them like the foul insects they were, but he was badly wounded, and he had gone from ploughing through them with the grace of a lion, to having the grace of a wounded gezelle. 

With all the blood he had lost, he did not have long let on this world, but that only seemed to enrapture him to fight harder as he had come from a tribe that had glorified battle. The changelings had wiped that tribe out, and now, even on death’s door, Necrosis knew there was nothing he would rather be doing. 

Several changelings managed to reach her, laughing at her helplessness as one of them went to rush her with a spear. She just stood there, letting the spear stab deep into her. Agony tore through her body, and she tasted blood, but she still gave the guard a large grin as she drove herself down further on the spear.

Suddenly, the guard was the one that looked worried, and she pulled two flasks from her sides, holding them up so the guard could see. He frantically tried to pull his spear out of her, but it had gotten itself hooked on one of her ribs.

“We go, together.” She said in a thick zebra accent, smashing both the flasks and watching as the chemicals reacted with the air, exploded in a brilliant white flash that shattered all the other flasks Necrosis had on her. Not all of them were explosive in nature, but all of them formed a mixture that blew up a whole load of changelings. 

Lavender also went down at this point, his body finally giving out as the barbarian collapsed in a pool of spreading blood. 

Luna was far away from the main mass of the fighting, but she was the only reason the changelings did not have a queen with them right at this moment. She was wearing the ancient armour that Nightmare Moon had once used, and by her side a huge war hammer made of a metal that matched her armour floated, held in the purple glow of her magic. 

Across from her, a battered and bruised Moondancer was stood, a spear floating next to her. They were both battered and bruised, but so far they had been locked in a bitter stalemate that had lasted several hours Luna did not care to count.

Moondancer had no experience with weapons, but with a whole hivemind of knowledge at her disposal, she was proving troublesome, mainly because of the extended reach her weapon offered over a war hammer. 

One good hit to the head or chest would put her down, Luna just needed to get close enough to do that without getting herself impaled on the spear. That was the main problem, and it was proving to be the crux of the whole issue.

She rushed forward again, using her magic to carry her weapon forward in a reckless move she hoped would catch Moondancer off guard, but it did not work and she was forced to back up before she found herself on the end of a spear.

The two of them circled each other slowly, each knowing that every second they spent here was vital. Luna had become annoyed with fighting however, and this time when Moondancer charged, she ducked under the spear and slammed the end of the hammer into Moondancer’s ribs to drive her back, before being forced to back up herself by the stab of a spear. 

“I am getting tired of this fight.” Moondancer said, just as a group of changeling guards approched the fight. “I know I promised not to call in back-up, but my Queen needs me.”

Without further words, Moondancer took to the sky, and the changeling guards took to attempting to bring Luna down. It did not seem to go very well for them as Luna was easily able to fend them off with her hammer, but it brought Moondancer enough time to get away.

The final attack on the castle was finally gearing up. The real Twilight, Chrysails, and the two remaining elite guards, along with a squadron of hoof-picked guards, had finally arrived.

The fighting outside the castle was not going well however, and Chrysails found herself getting annoyed with the amount of changelings she was losing and the blockade the ponies had put together. 

She looked towards her new Princess and smiled sweetly, “Twilight dear, please go and deal with that blockade for me… Try not to kill too many of the guards.” 

Twilight grinned at the idea, more then happy to finally be able to test out her new powers. As she stepped out of the shadows and approached the gate, she put up a shield around herself to prevent the pesky arrows from reaching her.

As she drew towards the main gate, she was surprised to hear a cannon go off, and even more surprised when a whole load of buckshot and sprinkles smashed into her shield, so much so that it almost came down.

She looked towards where the cannon had been fired from and saw a very familier looking pink earth pony. So this was where the rest of her friends had gotten to, she had wondered what Rainbow had been doing on her ownn. 

There were curses and shouts now, the guards moving back from the blockade they knew was about to go down as her changelings cleared a path for her. 

She strolled right up to the blockade, which was made out of a mix of rubble and dead bodies. It really would not be hard for her to take down, she was practically a Goddess. 

Her horn glowed brightly, planning to really show these guards her power, maybe have them beg at her hooves or something. She just needed too be careful not to hurt her friends by being too over the top. 

Her spell hit the blockade, and the blockade exploded in a brilliant bright purple flash, rocks and rubble raining from the sky as al the guards were forced to cover their eyes to avoid being blinded.

Before the smoke even had chance to clear, changelings rushed through the hole that had been made, like bacteria rushing into an open wound. The commander would have taken some epic last stand, but he was currently dealing with the fact he had been impaled on a shard of rubble.

This was not how he had pictured himself going out. He had failed not only himself, but the princesses and the rest of the guards too. Still, he had not done too bad, and he was sure that the kingdom was going to put up one hell of a last stand before this was all over.
> Chapter 9 (Rarity)
> --------------------------------------------------------------------------

Twilight Sparkle came strolling through the smoke, watching as the changelings captured her friends and all the guards that were too wounded to fight. She would deal with them once this was all over, but for now she had more pressing matters to attend to, such as the fact there was a huge door in the way, blocking the final entrance to the castle.

It was not a problem for her, at this point she may as well have been a god with all the magic coursing through her veins. She could take on anything she wanted with the smallest amount of effort. As she approached the door, that plan suddenly decided to become a lot more complicated however, as in a giant flash of dark blue energy, Princess Luna arrived on the scene, slamming into the ground like a bullet and causing a shock wave that forced her backwards half a dozen steps. 

There was a giant cloud of dust surrounding the creator that the Princess had caused, but she knew that it was Luna when her hammer came swinging out of the dust cloud, driving her backwards and forcing her to defend herself with a magical shield. 

Luna was not slowed or dissuaded in the slightest by the fact she was now attacking her friend, if anything, it only seemed to make her blows more deadly, and Twilight realized with rather a large amount of shock that the Princess was slowly chipping through the shield using a hammer. 

The silvery metal it was made of seemed to sap her magic with each blow, and soon gaps had appeared in the bubble. Thankfully, before Luna had chance to cave her head in with a huge hammer, Chrysails teleported behind her and attempted to send a lance of energy into her flank.

Somehow Luna had known the attack was coming however, as she rolled away to the side and came up in a defensive position, much more cautious now that she was facing more then one foe. 

She was still holding both of them at bay however. Chrysails had been force to tell the smaller changelings to stay back so they did not get killed by the giant hammer Luna was swinging around. Even the elite changelings guards would not be much use in this fight. 

Chrysails and Twilight might have been powerful, but Luna had thousands of years of combat experience under her belt, and that was worth more then all their magic put together. 

It looked like Luna might have managed to hold the whole changeling army off on her own, but she had one fatal mistake in forgetting about the latest alicorn member of the hive. Moondancer had taken the longer route back to the castle because she had stopped to help several groups of changelings out on her way. 

The kingdom was now fully under their control, only the castle remained. 

Moondancer sent a dazzling beam of energy flying down at Luna from above. Again, the Princess seemed to be aware that the attack was coming, and in a flash, her shield was back up. 

Chrysails was not having it this time however, and she also sent a beam of energy tearing forth that hit her shield. Luna grunted with effort at holding the light pink and dark green beams at bay.

Twilight realized that she should likely help take the alicorn out before he beat the crap out of them. Her horn burst to life and sent a dark purple beam flying towards Luna. Attempting to hold off all of the beams was beyond even Luna’s magic, and her eyes flew wide in terror as she realized that the shield was about to go down.

And then it collapsed, and just for a moment she was struck by all three of the beams, letting out an almighty scream as her body convulsed with pain. The moment the beams cut off, she wobbled in an unsure fashion on her hooves, then collapsed in a heap.

A group of changelings went to deal with her as the three alicorns prepared to press forward. Twilight and Moondancer tossed a nod of acknowledgement to each other, a promise that they would meet to talk later. 

Then each of the alicorns deployed a shield, forming a monstrous wall of crackling energy that looked like it could stop anything. 

They pressed forwards towards the castle, and in a flash of magic the door exploded off its hinges, the air filling with a rain of deadly shrapnel. Through the smoke, nearly two dozen bolts tore forth, doing nothing to the three alicorns who strolled forward, ignoring everything in their path as their shield expanded to cover the length of the throne room. 

Anything solid the shield touched it passed around like water, and when it passed over the first of the guards, he let out a sharp cry, then collapsed in a heap, out cold. 

The other guards begin to panic at this, some of them firing off more bolts from their crossbows, some of them attempting to run away to avoid being captured. Non of these tactics would be effective in the slightest.

At the end of the throneroom, the only pony not in a panic was stood. The Princess of Equestria, stood confidently in front of her throne. She might have only been three steps above them, but the way she held herself at the top of those three steps suggested that she thought of herself far more highly then those three steps could show. 

She had finally put some armour on, it matched the golden design of her royal guards, but was fitted far more tightly to her form then the normal armour the guards wore. It looked like it was designed to show off her curves as much as to protect her. 

Chrysails was really annoyed with her right at that moment, and if she believed in one, she would have prayed to a higher power right at that moment. But she did not believe in any higher powers, only herself. 

“We are coming for you, you insufferable bitch!” Chrysails promised, strolling forward with all the ease of taking a walk in the park as guards fell all around her. 

Celestia pulled out her weapon of choice, a huge morning star that looked like she had simply took the sun and put it on a stick. Faust, she was an idiot. 
As they kept fearlessly advancing, Celestia looked more and more bored with everything that was happening.

Chrysails really did not like her, she was already thinking of all the terrible things she was going to do when she finally caught her. As they approached, Celestia’s smile seemed to grow bigger, more and more mocking. It was not until they were upon her that the trap was sprung. 

The floor suddenly gave away beneath them, the huge stone blocks giving away and plumping into the depths below. The pit that opened up looked like it stretched on forever, Chrysails was not sure what exactly was at the bottom of the pit, but she got the feeling that it was not going to be good. 

Of course, they had wings, and more then enough time to back up before they fell. It had still managed to slow them however, and in the time it took them to recover, Celestia gave a cruel, even mocking laugh that annoyed all of them.

“I’ve had it up to here with you filthy insects infesting my kingdom. You came expecting us to be weak, we slaughtered hundreds of you, and now you come marching into MY castle like you already own the place. I went down easy last time, but I have learnt from my mistakes.”

Another mad laugh tore its way from her lips, and this time it was followed by hundreds, no, thousands of runes carved all over the walls and ceiling to glow to life. The armour that all of the guards wore also glowed to life, seeming to create shields around each of them. And then the throne room begin to heat up. 

And throughout all of this, Celestia’s laugh became more and more maddening, until her mane and tail ignited into flames and her teeth became fangs, her eyes turning demonic as she took on a much more evil appearance. 

Then, it was not Celestia that was stood before them, but Daybreaker, in all her menacing glory. 

The three alicorns got back into their positions on the opposite side of the abyss, quickly realizing that taking this castle was going to be a lot more difficult then any of them had expected. 

Via the hive mind, Chrysalis told Twilight to deal with the runes that were causing the throne room to turn into an oven that was rapidly heating up. She then had Moondancer prepare to take the alicorn by surprise while Chrysails prepared to take them from the front. 

This was going to be one of the hardest fights she had yet faced, but she was sure that if she acted quickly, they could bring her down before they all got cooked alive in their chitin. 

With a chuckle, Chrysails picked up the spear of one of the many fallen guards, then she rushed forward, using a shield to form a barrier over the abyss that spanned between them.

Daybreaker did not flinch in the slightest as she rushed forward and swung the morning star down with all her might, almost sending the bug horse queen plummeting into the abyss below.

Chrysails held her ground however, and somehow her shield held against the terrible assault that slammed into it. The morning star seemed to send sparks and bits of red hot metal flying everywhere as it impacted the shield, but even these did nothing to phase Chrysails as she stabbed the spear forward, almost stabbing her straight in the chest and finishing the fight then and there.

Of course she was never going to be that lucky however, and Daybreaker swung her hoof upwards, grabbing the end of the spear and snapping the head off. Now without the stabbing power the spear once possessed, Chrysails had to resort to using it as a staff, smashing the long piece of wood over Daybreaker’s head to distract her for the briefest of moments. 

She then used this briefest of moments to drop her shield and send another blast of energy towards her chest. As Daybreaker was driven backwards, Moondancer stepped up behind her and cast a beam of energy from that direction.

Luna had managed to avoid attacks like that using some kind of freaky sixth sense. It appeared that Daybreaker did not have that kind of sixth sense, as the beam smacked into the back of her head and sent her helmet flying from it. 

The Princess fell forward, and the bug queen was forced to move forward to catch her. Of course, the runes all over the room had not yet been disabled, and Chrysails quickly realized that she was being cooked alive in her chitin. And the reason she realized was because it really, really started to hurt. 

She cursed loudly, then caught Daybreaker, who was about as hot as a sack full of burning coals. This made her curse even more and she was forced to throw the unconscious form of Daybreaker away from her, using a considerable amount of strength. 

After putting her shield up, the terrible heat went away, but the pain seemed to linger like it was enjoying pissing her off. The Queen realized that a slice of cake was desperately in order after all of this was over.

“Twilight! Have you disabled those runes yet?” She asked, turning to the alicorn and trying to ignore the fact the inside of the shield bubble stank of burning chitin, which was perhaps one of the most unpleasant smells in the world. 

Twilight was frantically scanning over the runes, muttering loudly to herself as she attempted to guess what each one was for. “This is a lot more difficult then it looks my Queen! If I touch the wrong rune it is going to incinerate the whole castle with us inside it.”

Right. “OK then, take your time. I’m going outside to eat cake and laugh manically to myself. Moondancer, you deal with tying the Princess up. Remove her horn too, that way she cannot surprise us with any nasty spells while our backs are turned.”

With her orders issued, Chrysails slowly strolled her way out into the castle courtyard, having the royal cakebarer, a title she had invented herself, bring her a slice of hot chocolate and a nice mug of hot coco to wash it down with. 

She was burnt, battered, and she had lost over one thousand children in the attack on Canterlot, even after softening the ponies up was a bioweapon. Despite all of this, as soon as the first mouthful of hot coco moved down her throat, she felt better. She felt better then better really, she felt… amazing. 

A faint smile spread across her lips as she looked over the new kingdom that spanned before her, knowing that every inch of it was now under her control. She had land, she had plenty of ponies to convert into mindless changeling peons for labour and food, and now that both the pony and pegasi capitals were out the way, she was free to expand over the rest of Equestria, mostly unchallenged. 

The first mouthful of cake moved down her gullet, and she smacked her lips softly, “Bring all the high ranking pony prisoners to the castle, we are going to have some fun with them before I consider my next move.” She said to her elite guard, who gave a nod and moved off without another word. 
Back in the castle, Twilight had managed to find a way to disable the magical runes that were slowly cooking both her and Moondancer alive, and now changelings had flooded into the castle, moving deeper into it where they discovered locked rooms where most of the castle staff had been kept for safety. 

The changelings quickly bust those doors down, and soon the whole castle was under Chrysails control.

The thought practically made her giddy with excitement, but before she moved onto decorating her new castle, they had a pressing issue to tend to. Now that the giant gaping void in the floor had been closed up, it was much easier for her to sit down in her throne, which she did with no small amount of glee, her fairly thick ass fitting perfectly into it as if it was made just for her. 

Briefly, she allowed herself a moment of amazement at just how comfy the throne was. It was like sitting her ass down on a cloud, and for a moment she totally lost her train of thought. 

It soon came back to her however, and she gave a dark chuckle, patting the seat next to her that had once held Luna “Would my two lovely Princesses come and share this seat. I want you to both enjoy what is coming next.”

After quite a bit of struggling and maybe a tiny bit of transformation, both Twilight and Moondancer fit into the throne. Chrysails gave a light cough to clear her throat, then ordered “Bring in the prisoners!” 

A guard went to stroll through the huge gap where the double doors had been, and Chrysails frowned “No! No! Go back! Back!”

The guard backed up, looking unsure about what he had done wrong. Chrysails horn glowed, and she formed a magical set of double doors to fill the blast hole. They were made out of green magic and were transparent, but they would have to do.

“OK! Go again, but this time you have to open the double doors and come in dramatically.” She cleared her throat “BRING IN THE PRISONERS!”

The huge double doors swung open, smacking into the wall with a thunderous noise that echoed through the throneroom and almost made Chrysails clap her hooves in joy. Much better.

She turned to Twilight and Moondancer “My throne at home also has double doors. You need them for dramatic entrances, otherwise your throneroom feels horribly lacking.” She explained, the two princesses staring at her blankly, but neither of them daring to say anything because of how awesome double doors were. 

Behind the guards that came strolling into the room was a large wooden cart, and inside the large wooden cart were half a dozen pods, two of them much larger then the others which contained the Princesses, the four smaller ones each containing one of Twilight’s remaining friends who had not been joined with the hive. 

A smile spread across Chryails face as she watched Twilight beam at the cart, her ovipositer already spilling from between her legs as she anticipated all the things she was going to do to her friends. 

Moondancer looked slightly upset, clearly mourning the loss of her own friends to the elite royal guards, but Chrysails also had a pleasant surprise for her, when a pair of the royal guards who had ransacked the hospital were brought in. They had not been put in cocoons like all the others had, but their muzzles were covered with a thick chitin like glue normally used to build hives.
Upon seeing them, and the terrified expressions on their faces, she seemed to brighten up a lot, sitting up in her seat. Chrysails chuckled “Hold on dear. I think Twilight should go first and turn her prized teacher into a prized broomare~ I think that will destroy these guards far more then anything you can do to them.”

Moondancer thought about it for just a moment, then realized that her Queen was right. She gave a sigh and sat back down in her seat, Chrysails giving a soft chuckle as she looked to Twilight “I am leaving this one all up to you Princess, how is it you want to deal with your teacher?”

Twilight thought for just a moment, rubbing her throbbing ovipositer openly with a hoof as she did so. “Bring me Rairty and my Teacher. I have something special planned for the both of them.” 

The guards pulled the two pods from the pile and carried them forward, dumping them at Twilight’s hooves as she let out a dark laugh. Chrysails was so proud of her, she was even doing the evil laugh correctly! 

As the largest pod was dropped at her hooves, she stepped forward and her horn came to laugh, ripping it open and dropping a very hornless and very defeated looking Celestia to the floor. 

For a moment, she just lay there and looked like a broken puppet, then after a moment she let out a sudden soft cough, followed by a sudden loud wretching sound as she coughed up a whole loud of green gunk.

She then pulled the other pod over and ripped it open with just as much vigor, giving another evil laugh as the pure white form of rarity flopped to the floor. Her purple mane was a mess, and she was covered in a light scattering of bruises and scratches, clearly having been through more then her fair share of fighting in the battle for Canterlot, which was what they were now calling the battle that had taken place here.

Rarity wretched softly, but the following cough was far more ladylike then even the cough Celestia had given. Twilight smiled sweetly to her guards, then ordered them to chain the two mares down. 

Rarity was, rather suprisingly, the first of the two mares to awaken.  Twilight was mildly surprised by this, but she did not mind. She had Rarity positioned so that Celestia could see her, then approached the clearly confused mare as she shook the fog from her head.

“Wh-What? What happened?” She asked, eyes snapping open and fixing on the thick steel chains that were holding her limbs still. It took a moment for realization to sink in, and when it did, the sight of the hope fading from her eyes was one of the most arousing things Twilight had ever seen.

Rarity fixed her eyes up to Twilight, giving a shocked “Oh...”. With all her weapons exaughsted, and all hope of escape crushed underhoof, Rarity begin to use her last remaining weapon, whining really, really loudly. 

Twilight chuckled darkly down at her and then had one of the guards gag her and Celestia to prevent their whining. She really did not feel like putting up with that right at the moment. 

Celestia stared at her coldly, a look of betrayal and sadness burnt into her face. She had returned to being just Celestia now, and the look in her eyes would have broken anyone else’s heart into tiny bits.

Twilight did not care in the slightest however. She leaned down to Rarity and bit the tip of her ear hard enough to draw blood, giving a mocking laugh as she screamed into the gag and begin to struggle. 

“I’m going to lay an egg in your brain, and then your personality and body are going to be reworked into something useful for the hive.” She explained coldly, watching with a devilish smirk on her face as Rarity begin to rapidly struggle, her eyes filled with absolute horror at everything that Twilight had told her.

The Princess of the bug horse empire then looked towards Celestia “Watch closely, because when I am done with her, you’re going to be next.” She said simply, the defiant look on her ex-teacher’s face cracking ever so slightly, showing how scared she really was. 

Fuck, this was one hell of a power trip. She had something special planned for Rarity this time however. As her oviposter throbbed to life, hungry to pump eggs into what ever female Twilight chose, she grabbed Rarity roughly with her magic, holding one of her eyes open.

He penis opened like a flower, showing the viscous spike contained within. Twilight grabbed onto Rarity’s flank and slowly brought it forward towards Rarity’s eye. The dark blue orb twitched in fear, her pupil dilating to the smallest size it could in a failed effort to protect itself. 

Twilight kept pressing forward, struggling to hold Rarity still as she begin attempting to thrash free of her magical grip. “Now, Now Rairty. Take it like a good Broodmare.” 

She felt the tip of her cock hit Rarity’s eye, and she begin to scream loudly into the gag, only serving to further fuel Twilight’s arousal. She did it slowly, pressing forward and letting out a loud moan as the squishy, jelly like fluid parted for her cock. Blood flowed down her length as Rarity screamed, and in that moment she could not have asked for things to be more perfect. 

The alicorn stared forward, straight into Celestia’s own eyes as she drove her cock into someone who had once been her best friend. Well, she was still one of her best friends, the only difference was that Twilight was now using her to gain pleasure, while also attempting to turn her into something far more useful for the hive.

She realized that Rarity was passing out from the agony tearing through her, so she sent a jolt of magic into the pure white mare to correct that and force her to stay awake and fully concious as she pressed forward. 

Soon, Twilight bumped into the back of her eye socket, and she let out a loud, pleasured groan to inform all the other changelings of this. “Soon this will be you Celestia, screaming and begging on the end of my cock, only for me to pump you full of eggs anyway…. And then you will be reborn and remade into something far more useful for the hive.”

With this, she pressed forward hard, the spike on the end of her cock forcing through Rarity’s eyesocket and into the gray matter beyond. It was here were Twilight stopped, panting softly as she took in the amazing feeling of everything that was going on. Rarity had stopped screaming, and her struggles had slowed.

Twilight shushed her sobbing and nuzzled her neck lovingly “Shh, shh, you’re going to remade into a perfect form, is that not what you always w-wanted!” She hissed the last word, right on the edge of orgasm. She hissed softly to herself, then let her orgasm tear through her. 

She held off her squeal of pleasure and turned it into a far more dignified groan. The first egg forced along her length and sent waves of pleasure rocking through her. 

In a squirt of green gunk, the egg was sent straight into her brain. Twilight shuddered happily and slowly backed her length out of it, making sure to patch up the hole behind her. 

Rairty begin to whimper softly and attempted to curl up as Twilight leaned back and sat on her rump, one of her hooves rapidly rubbing at her shaft as she watched Rarity try to curl up. 

“Bring her plenty of food, I want Celestia to watch her transform without a pod so she gets to see what exactly is in store for her.” Twilight ordered, groaning happily as pre dribbled from her length. 

Damn ramming eggs into that uptight bitch’s skull had felt good. She held nothing against Rarity, they had been friends after all, but by Chrysails she could be selfish for the element of generosity. 

She was not being selfish now, curled up on the floor in fear with both hooves clutched over her eye. It quickly became apperent that the hormones the parasite put out were taking effect when she let out a soft groan, her hind legs spreading apart as her cunt begin to drip. 

With her one remaining eye, she gazed around the room, looking for something to sate her arousel. Twilight watched with a menacing smile etched onto her face. “Guards, one of you knock this uptight bitch up. Pack your seed into her cunt and welcome her into the hive. I am sure that she is going to make an excellent broodmare.”

The guards looked to her, then to each other, before one of the elite guards stepped forward and walked towards Rarity, his erect shaft swinging between his legs as he prepared to breed her. 

Rarity, the normally uptight mare that would not go anywhere near a stallion without them taking her out to dinner first, looked back at the breeder and gave a needy, pathetic noise, before raising her rear high in the air, totally mentally broken by everything that had happened. 

The elite guard gave a chuckle at this, looking towards his Prinncess to make sure it was still fine to go ahead with breeding her, then climbing slowly onto her back. 

By this point, Moondancer had become more then a little needy, and she climbed down from the throne and marched over to Twilight, roughly mashing her face into Twilight’s as they begin to roughly kiss with each other. Their long, prehensile tongues danced in each other’s maws and they moaned loudly, hooves reaching forward to rub and explore each other’s bodies. 

Soon the two of them were rolling around on the plush red floor, the red carpet lovely and soft as they rolled around happily. Soon, they touched shafts, and the making out quickly turned into something far more aggressive.

Twilight and Moondancer were soon rolling around agressively on the floor as one of the guard approached and begin to force feed Rarity a rather nasty looking food slurry. Neither Twilight or Moondancer were too focused on this, as they were too busy getting into a fight. 

For a moment, Twilight was on top, and she hissed in an aggressive fashion down at Moondancer to assert her dominance. Moments later this turned out to be a mistake as she was suddenly lifted up by four very powerful legs and thrown down the throneroom steps. 

She got back to her hooves almost instantly, hissing agressively at her foe as the two of them begin to slowly circle each other. It was not because they did not like each other that they were fighting, it was more because they were both alicorns and Princesses to the hive, so they had to sort some kind of pecking order out. 

The two rushed each other, beams of magic lancing around the throneroom as Chrysails sat atop her throne and cheered them on, a cup of coco clutched firmly in her hooves. Celestia was too focused on Rarity to care about anything else, the pure white unicorn was now groaning softly, trying to suckle down more of the food slop that was being brought to her. 

Despite the state she was in, the elite guard pounding into her rear had not slowed down in the slightest, and as her groaning got louder and louder, his thrusting became more and more brutal. Soon he had her mane gripped tightly in his hooves, roughly tugging on it as he ravenged her from behind, each thrust making her squal in pleasure. 

Suddenly the chunk of mane he was holding onto tore free, along with a chunk of scalp. The elite guard gave a soft laugh as he threw the scrap of mane and scalp in front of Celestia, drawing a hateful look from the ex-ruler.

Meanwhile, Moondancer and Twilight’s battle had evolved into a full on brawl. Chrysails had to tell them to tone it down as she did not want her new throne toom to get destroyed. 

Now that they were discouged from using magic, the two alicorns once again closed in on each other, the fight turning into a full on hoofcuff fight. Twilight was somehow a lot weaker in this regard, and was soon sent stumbling back after getting punched in the head several dozen times. Upon realizing that she would not win like this, she decided to take her chances and launch herself right at her foe.

It might have worked, but Moondancer had been expecting something like this, and threw Twilight straight into one of the stone pillars that was holding up the throneroom. She smashed head first into it, something that would have killed any other pony, but only served to daze Twilight.

As she attempted to get back to her hooves, Moondancer landed on her back, grabbing her horn with both hooves and pinning her head against the ground.
“I win.” She declared simply. 

Twilight gave a few more attempts at struggling free, but quickly came to realize that such efforts were wasted. Moondancer simply let out a cruel chuckle, her ovipositer spilling out across Twilight’s back, letting her truly appreciate how big it was… And it was going inside of her. 

A groan from the elite guard filled the throne room as the elite guard finally let loose, thick ropes of his fertile seed blasting into the fertile form of what had once been Rarity. Her mane had fallen off, and her skin was peeling away to show the black chitin beneath. 

The elite guard helped to tearing the remaining useless flesh from the pony, his hips frantically slamming back and forth in an attempt to pound his load as deep as was possible. 

After pulling free, he gave Rarity a firm smack on the flank, then left the new broodmare lying there, cum drooling from her cunt as she wiggled free from what remained of her skin.

She was now a broodmare. Her middle was much fattter in then that of a drone, and she had a brand new bright purple mane to replace the one she had lost. Along with this, a small pair of barely functioning wings sprouted from her back. Broodmares did not need to fly, so such things were not needed. 

As she fixed her blank, almost lifeless eyes on Celestia, she let out a pleasured grunt, and the first of many eggs forced from out of her cunt. Celestia quickly came to realize that this was the fate that awaited her, and that thought terrified her more then anything.

Moondancer had dragged Twilight over to where the elite guards were, planning to pound the black and purple princess full of fertile eggs while they watched. She had plans for them, plans beyond simply becoming breeders. 

“Smile at the guards Twilight. I want them to get nice and aroused, knowing that they are totally helpless to whatever I choose to do to them… Just like you~” She chuckled darkly in Twilight’s ear, then gave it a gentle nip, her tail starting to wag behind her as she lined up her cock with Twilight’s cunt. 

“Can we just get this over with?” Twilight asked with a mildly annoyed grumble, her face flush with embrassement from being beaten into submission in front of Chrysails.

Chrysalis had vanished. For a moment, Twilight was concerned about where she had gone, but she quickly realized that she could just check over the hivemind. 

Moondancer bit at the back of her neck softly, and she let out a loud gasp, her tail raising almost instinctively at the sensation. This was quickly followed by a squek as she suddenly pressed her hips forward, sinking the first inch of her hard cock straight into Twilight’s technically virgin cunt. 

She was not going to give her the pleasure of moaning or squealing however. She simply let out a bored yawn “Can we get this over please? I want to get back to laying eggs in Celestia’s brain and turning the rest of my friends.”

The alicorn atop her let out a chuckle “No~ I am going to take my time with you, really show you that your place in the hive is beneath me, getting packed full of eggs. I really don’t know why Chrysails bothered making you a princess, you look more like a broodmare to me.”

Twilight went to open her mouth to argue with her, but this was quickly stopped when the next half a dozen inches of cock were slammed into her in one smooth motion, each inch making Twilight’s whorish scream get louder and louder until she was howling at the top of her lungs in pleasure. 

The elite guards that were being forced to watch this stared in terror, unable to say anything because of the brand-new gags that had been afixed to their mouthes. Despite their looks of shock and horror, Moondancer could tell that really they liked it, and she could tell this because as of yet, neither of the pair had bothered to look away despite the fact they had the ability to do so.

Twilight was in a world of pleasure, no normal pony born mare would be able to take this much cock inside them, and the full feeling it brought, along with the pleasure it caused by rubbing at her walls… It was beyond words. 

Moondancer leaned down and purred in her ear “That’s it Princess… Just give in and accept me. I will make sure that I take good care of you~” With that, she once again pressed forward, feeling the entrence of Twilight’s womb stretch, before finally giving up and letting the cock slip inside.

This was the space she was going to pump full of her eggs. And then she was going to let all the changelings that had fought so hard in the battle have their way with the Princess, and begin the growth of an even larger army that they would need to push through to the rest of Equestria. 

Today the capital, tommorow the kingdom! She was going to make their Queen so very proud. Her hooves wrapped tightly around Twilight’s neck, reminding her of her place as the alicorn leaned in and bit at the tips of her ears softly. Considering she had been a Princess of Equestria, the noises she made reminded Moondancer more of some street-corner whore.

So she was going to take her like a street-corner whore. Her teeth roughly bit into the soft flesh of her ear, almost hard enough to draw blood, and more then hard enough to draw a squeal. And then she pulled her cock back, waiting until Twilight whined for her to put it back before slamming every single inch in using one smooth, powerful motion.

She stared at the almighty alicorn beneath her as she howled in pleasure, her eyes quickly shrinking down until they were almost pinpricks, a look of overwhelming bliss on her face. Moondancer loved every second of it just as much as Twilight, prehaps even more. She wanted to keep Twilight like this all the time, maybe even collar her and force her to do nothing but squeeze out eggs for a few months.

She knew her friend would love every second of that, and the thought of all the dirty things she was going to do to her drove her forward. Her hips were now blurring back and forth like some demonic device, the loud smacking of her hips against Twilight’s tender flank filling the room as they both moaned and squealed in apprecication of the magical thing that was happeniing. 

Moondancer’s cock rubbed at every inch of Twilight’s walls as it tore passed them in a blur, the powerful alicorn neither stopping or slowing, driven forward by the mounting pleasure in her body and the knowlage that she was about to pump one of her best friends full of eggs.

They were about to create life together. No spell in any book or tomb, no wizard, regardless of their power, had managed to create life, and here they were about to do it. Moondancer let out a loud groan as she felt her pleasure reach a peak.

And then her head was thrown back in a primal howl, the sound tearing from her mouth as eggs begin to spray from her cock. She counted the first, the second, and she was pretty sure she counted the third. But beyond that, everything was a simple blur of screaming and pure pleasure.

By the time she was done, her strength was spent and she collapsed against Twilight’s back with a relaxed sigh, the both of them panting heavily as they tried to recover from the intense orgasms that had just torn through them.

Moondancer’s eyes slowly moved, an action which in her current state took far more effort then she had thought possible. Twilight’s belly was so bloated with eggs that the mare looked nine months into a pregnency. Had all those eggs really been inside her? She could not tell, but she knew for sure that Twilight was going to have one hell of a time forcing them back out of her after they were ready to hatch in a few days. 

She was mildly surprised by how quickly her strength was returning, but then she remembered that she was basically an unstoppable immortal at this point. She nuzzled into Twilight’s neck softly and gave a chuckle. “What do you say to the two of us fucking your teacher up together? It will be far more fun for the both of us that way~”

Twilight took a moment, still tired from her own climax and apperently taking longer to recover, but her head raised slowly and she gave a soft chuckle. “Sure, that sounds like fun~”
> Chapter 10 (Celestia, Luna)
> --------------------------------------------------------------------------

After taking a few minutes to recover from some of the most intense sex of their lives, the two mares climbed slowly back to their hooves, Twilight’s belly so bloated with eggs that Moondancer had to help her up. 

“So, how are we going to do this?” Moondancer asked, drawing a cold chuckle from Twilight. 
“I want to fuck her while the parasite destroys her personality. You go from the front and fuck her skull, I will go from behind and take her ass, then finish up in her cunt to make sure that she is ready to start forcing out eggs as quickly as possible. 

Moondancer gave a smirk, and they both approached the downed alicorn with sadistic looks on their faces. Rarity watched them as they approached, almost a dozen eggs now lying scattered in the plush red carpet behind her.

“Can someone come and help deal with all the eggs this whore is putting out?” Twilight said, the guards all looking to each other for a few moments, knowing that if they helped, it would likely mean giving up their job and becoming a nurse. 

After a few moments, one of the older guards stepped forward, gathering the eggs into a pile and pulling them and Rarity somewhere out the way, before taking to the task of keeping the eggs clean. 

Celestia raised her head towards the two ponies.  The ex-ruler of Equestria looked like shit if they were being honest, her eyes were red and puffy from all the crying she had been doing, and the light in her eyes seemed to have gone out around the same time that her hopes of escape or victory had been crushed.

Moondancer slapped her across the side of the face, leaving a red mark behind that made her length twitch slowly back to life. Celestia barely reacted at all, simply staring down blankly at the floor and trying to ignore the fate that she had allowed to befall her kingdom.

Twilight moved up behind her, slowly climbing her way onto her back, her heavily pregnant belly pressing into her back and distorting slightly as the eggs were shuffled around. Even this did not draw a reaction from the princess. 

Now that she was full hard, Moondancer let the skull penetrating spike sprout from her cock, waving it in Celestia’s face, which also failed to draw any kind of reaction. With a huff, she placed it right between Celestia’s eyes and looked to Twilight.

“Alright,” She begin “We both press in on three. Get ready, I’ll count us in,”
“One,” Moondancer made sure she had a firm grip on Celestia’s head.
“Two,” Twilight lined her cock up with Celestia’s anus and took a firm grip on her flank.
“Three!” They both rammed their cocks forward as hard as they could, Moondancer requiring a larger amount of effort then she had expected because of the fact Celestia’s skull was very thick. 

Neither of them slowed until they were inside however, the first part of her body to give being her anus, which spread around the huge cock forcing into it dry, slowly beginning to drool blood down it as Moodnacer finally managed to force the spike through the thick skull and into her brain.

At this point, Twilight let out a loud moan and arched her back, the pain making Celestia’s anus clench oh so wonderfully around her shaft as inch after inch of cock meat slid in, lubricated by blood and her ex-teacher’s screams. She was not stopping until she was all the way in, and with each inch Celestia’s screams reached a higher pitch.

Thankfully, her voice broke before she managed to do any serious damage, and she took to silently convulsing beneath Twilight as Moodancer groaned happily “That’s it you fucking slut… This is your place.” She said, one of her hooves reaching out to comfortingly stroke at Celestia’s magically flowing mane. 

“I’m going to lay eggs in your brain, and then you are going to spend the rest of your life squeezing eggs out to take over the rest of your kingdom!” She said with a laugh, starting to thrust in and out of her skull slowly. 

Twilight chuckles softly, starting to thrust in and out of Celestia’s anus as blood slowly poured down her length. The convulsions of her anus were simply amazing, sending waves of pleasure rocking through her. 

She pulled her hooves taunt around her neck, cutting off her sobbing and turning it into more of a surprised gag as she begin to rapidly thrust in and out of her rear, giving her every inch of the thick member as Moondancer took her from the front, already close to laying the egg in her brain.

Twilight was feeling rather sadistic towards Celestia for some reason, and her hooves moved from her neck to smack roughly at her rear, forcing a sadistic laugh from her lips. Moondancer looked at her in a mildly concerned fashion, but was soon distracted by a rather sudden orgasm that she had allowed to sneak up on her. 

Her back arched and she let out a loud groan, the egg forcing from her cock and being injected straight into Celestia’s skull before she pulled back, attempting to patch up the hole she had made. Twilight was not making things easy for her however, the Alicorn seemed to have gone mad with power and was now brutally raping the pony that had once taught her everything she now knew. 

Blood was drooling down her length and down Celestia’s rear, forming a small pool of blood on the floor that only seemed to fuel Twilight to thrust even harder, intending to break the poor mare before she even before she had chance to transform. 

At this point, Celestia was looking totally broken regardless of the alicorn thrusting in and out of her rear. She had wrapped her hooves lightly around her face, and was sobbing softly into her hooves. She knew that she was going to transform into nothing more then a broodmare now, and that thought filled her with dread. 

Twilight leaned forward bit softly onto her ear, hooves stroking softly at her mane. “Stop crying, I am sure that you are going to make an amazing broodmare Celestia~” She teased coldly. 

Moondancer pulled away from Celestia now that the hole in her skull was patched up, and without even another word, she begin to move off, away from the whole scene. She had honestly not expected Twilight to treat the pony that had taught her everything so brutally, and it seemed that she had a lot to learn because of this. 

She needed to get away from the whole horrible scene and find somewhere to sit down and think things through. Honestly, she did not have any clue what she was going to do to the elite guards that had killed her friends. She could not just turn them into breeders, that would be too simple a fate, she wanted it to at least be interesting…

Twilight had no problem whatsoever with the brutality that she was showing, trying to squeeze every ounce of pleasure from her teacher that she could, taunting and teasing her as she sped towards one hell of a climax. 
“Shh… Shh… Just...” 

A large section of Celestia’s mane fell to the floor, keeping up its magical flowing for just a few moments before it went limp, turning a simple shade of pink now that there was nothing magical about it.

She gave a grin at this, and begin helping to peel the rest of Celestia’s skin away, reviling the black form of a changeling beneath. The giant pure white alicorn was very hungry at this point, and Twilight waved over one of the guards to feed her as she helped to peel the rest of her skin and mane away. 

She was close now, her orgasm having built up like so much pressure behind a dam. It would be so easy to just give in, send all the pressure slamming into Celestia and be done with it. But she held off. She was not going to cum just yet, she was not allowed to cum just yet!

Redoubling her efforts, she pulled her shaft free of the Alicorn’s ass, then brutally slammed it into her cunt. Warmth welcomed her on every side, wrapping around every inch of her length as she let out a loud whorish moan, the juices that were pouring from Celestia’s cunt mixing with the blood that had come from her rear, making a strange mixture.

After a moment, the alicorn realized that she was not going to be able to hold on any longer, and she rammed brutally into her cunt one last time, a groan tearing from her lips as her cock begin to spray thick ropes of green, fertile gunk into the cunt of what had once been the empire’s ruler. 

Tearing her cock free, she smacked Celestia’s now chitin rear and gave a chuckle, looking down to the elite guards, who were now lying down, but still watching. All the hope seemed to have been crushed out of them, and she could not wait to finish the job. Her cock was already throbbing, but she had something special in store for the next one. 

Moondancer dragged the squirming form of Celestia over the elite guards, who were still chained up. She took a small vial from within her mane, twisting the cap off and giving a mirthless laugh as the two guards looked worried.

“Don’t worry boys, this won’t hurt in the slightest,” She lied, tipping their heads back in turn and forcing the potion down their throats, each of them getting half. She then stepped away, sitting down to watch.

The lust potion they had been given was over fifty times stronger then it needed to be, as it was meant to be dilated in water first. She had not time for such things. 

Celestia stared up at the two guards fearfully as their cocks spilled forth, filling out with blood. They both let out groans, then looked to each other fearfully, then back to the Princess. It was not surprising that they did not stand a chance against the effects of the potion, but it was surprising when they gave in after only a few seconds. 

The first guard roughly grabbed Celestia’s mane, spitting in her face, which surprised Moondancer. “Filthy whore. I’m going to rape the shit out of you for allowing this to happen to us!” The elite guard hissed, which was even more surprising. 

Moondancer leaned back and begin to tease at her cunt with a hoof as the second guard moved up behind Celestia and spanked her rear roughly, before climbing onto her back and teasing his cock around her entrance. “You better be a good whore for us, or I will hurt you.” He said, spanking her again. Celestia did not even make a noise, simply throwing a glare at them that said everything she could want without words. 

The guard at her mouth used his magic to pry her jaws about, rubbing his balls at her nose to further rub in what he was about to do, before he pressed his cock forward and sank it into the tight tunnel of her throat, not even bothering to take it slow, just ramming the whole thing down her throat in one smooth motion and forcing a shocked gag from her. 

Celestia gagged, eyes flying wide as she begin to choke on the thick slab of meat that was causing a large bulge in her throat, the only thing stopping her from biting down and castrating the male being her magic. The guard let out a soft chuckle, then nodded to his comrade. “Go ahead, she feels fucking amazing!”

The male behind Celestia gave a nod, his cock teasing up and down her suddenly wet rear lips “Look at this bitch! She’s dripping already!” He jeered, but then instead of ploughing forward into her snatch, he moved his cock up and rammed the barely lubed thing straight into her virgin asshole.

This did force a squeal from Celestia, who’s eyes snapped open wide, the guard in front giving a laugh before slapping her across the face, some of her fur falling away at the impact. “Yes, that’s it! Hurt her, it makes her throat convulse and it feels so fucking amazing!”

The two of them begin to roughly thrust back and forth, raping the Princess they had once served, the both of them driven half mad by lust. Celestia had tears streaming from out of her eyes, rolling down her cheeks and onto the guard’s length that was brutally raping her throat, only helping to further turn him on as he roughly grabbed her face, ploughing her throat with all his considerable strength. 

The one behind her let out a cold chuckle as he watched her face get pounded, wrapping his hooves around Celestia’s rear as he forced inch after inch of his dry cock into her cooter, the warm tunnel of flesh clenching wonderfully around his cock, convulsing madly as if trying its best to force the invader back out. Of course, it totally failed to do so, and the rough convulsions only further powered his pounding. 

He was soon blurring in and out of his Princess, the warm walls trying their best to cling to his cock and failing to do anything but make it even more painful fro the Princess that was getting so brutally raped from both directions.

Around the guards, the rest of the world seemed to melt away, it was just them and the Princess who they were brutally fucking. She was sobbing openly now, the stallion pounding her ass having knocked any remaining fur, showing nothing but chitin beneath. He was kind of sad that his brutal raping did not get to turn her flank red, but then he realized that if he could not turn her ass red, in the least he could rape her even harder then he already was.
Now not only was he going fast, he was going hard, each thrust smacking loudly against her ass like a jack hammer, forcing another pained squeak from her and other moan from the stallion that was fucking her face.

Speaking of which, the guard that was so lovingly hammering into her face was now slowly approaching his climax, and with each second that passed his thrusting only seemed to get more brutal, and soon it was so hard that Celestia’s nose was dripping green blood, which flowed down and marked her perfect face, then slowly rolled down his length, mixing with the saliva that was already coating it until it turned into a bloody green foam. 

The guard fucking her face found this more arousing then anything else he could have imagined, and soon smacked a hoof roughly into her face to try and draw even more blood from her.

Soon there was a green torrent of blood pouring from her muzzle, coating his length and staining his perfect white fur a tone of green. He gritted his teeth and looked to his partner. “I’m getting close, hurt her some more for me!”

Celestia was unresponsive at this point, the parasite having truly taken hold and almost having turned her into a broodmare. It then realized that its host was under attack from a pony, and like all good parasites, it begin work to deploy counter measures.

The guard at the rear roughly tugged Celestia’s tail to try and make her ass even tighter then it already was, his teeth gritted. Unlike the guard at the front, he was being far less brutal about raping his former leader. Of course, when his friend asked him to help hurt her, he was more then happy to provide help, although far more squeamish about causing long term harm. 

He roughly tugged her tail, using all the strength he could muster as a grunt tore from his lips, seconds before thick ropes of cum begin to stream out from his cock, quickly being pounded into the walls of her ass by his still frantically thrusting cock. 

Celestia whinnied in pain, the guard at her face grunting out as he prepared to blow his own load, before being caught totally off guard when she suddenly vomited parasites all over his waist and cock. 

He screamed in shock and fell onto his back, crying out as his orgasm suddenly hit him, preventing him from brushing the large white grubs off. His cock fired strings of white goop at the air, splattering onto Celestia’s muzzle as the parasitic grubs begin to burrow into his flesh, leaving large holes in their wake. 

The guard at her rear saw the whole thing, but was unable to help as his own climax was still tearing through him, he calmly pulled out and watched his friend screaming with pain, thrashing around on the floor as the grubs slowly burrowed into him. 

Moondancer gave a slow chuckle from atop her throne as she stared down at the convulsing guard, her horn glowing as she lifted Celestia up, placing her down away from the two guards that had so horribly abused her. Her nose bleed had already stopped at this point, her rather alarming regenerative powers having taken hold. 

“This is what you get for betraying your leader.” Moondancer calmly explained, watching the scene unfolding between the two guards.

The grubs knew not to harm their pray, so as they burrowed through him, they made sure to avoid all his important organs and only devour the flesh around it. The flesh they ate was either used to help drive them further forward, or used to produce a numbing agent that stopped the guard feeling any pain. His screams slowly turned into soft whimpers, and then stopped altogether as he broke down into sobbing, looking at his friend. 

“Please kill me!” He begged “I don’t want to turn into one of those things...”
His friend simply gave a cold hearted chuckle, then spread his hind legs apart “Sorry, no can do,” He said, a grim smile on his face “Nothing personal, but I really want to rape you right now.” He explained, forcing his cock against the other guard’s anus. 

“What the fuck are you doing?” His friend hissed, trying to kick him away. The other guard had an advantage however, in that his limbs were not currently numb and he was not currently being eaten from the inside out by parasitic worms. 

He simply shoved his friend’s weak attempt at a strike away, then forced his still very dry cock into his ass, making his friend scream out in pain and arch his back. The guard that was now on top seemed a lot more sadistic now, mockingly laughing as he pinned him down, starting to slowly thrust back and forth as the stallion sobbed in a broken fashion beneath him.

Then, holding his hips firmly, he begin to slowly thrust in and out. Each thrust in brought a gasp of pain, and each thrust out brought another gasp of pain...Pain which only drove his friend to become even more brutal with his raping. 

As Moondancer watched, she gave a soft chuckle, her own cock slowly twitching to hardness as she moved over to Celestia, who was now staring blankly ahead, just waiting for her body to start pumping out eggs so that she could have a purpose in life again. Moondancer grabbed onto her rear and moved herself up behind the alicorn, nibbling softly on the tip of her ear.

“Hello, your highness~” She teased mockingly, rubbing the head of her cock at the ex-ruler’s cunt. She did not give any ceremony, no further taunts or attempts to make her feel bad. Celestia was part of the hive now, and such taunts were meaningless to her. She simply lined up her cock and thrust it softly inside, moaning into her ear.

She knew that the poor males had mistreated her, she could feel the confusion coming from the poor broodmare. ‘She was just a tool to be used, so why were the males being so mean to her? If she broke then she would not be able to squeeze eggs from her cunt, why would they want that?’ Was what Moondancer imagined was currently going through her mind. 

With one powerful thrust, she hilted inside of her, nipping softly at the tip of her ear as she begin to work her hips back and forth, simply giving the broodmare some slow loving sex so that she could get back to doing her job. The poor thing, they were such simply creatures that did not deserve such abuse. 

Her hooves wrapped lovingly around Celestia’s neck as she thrust, moaning softly in her ear as her hips worked back and forth in a smooth, gentle motion. The broodmare seemed to like this, as she let out a series of loving chitters as her transformation finished, the new mare being connected into the hivemind.

Just as Moodancer had thought, she had been really upset with the mean males using her, but she was starting to relax now that Starless was taking her and treating her properly. 

Her hoof reached forward and softly stroked over her ears as she shushed softly into her ear, even starting to hum a soft song as she thrust back and forth, watching the situation between the two males unfold before her with quite a bit of mirth. The potion had simply made them horny, the abuse they had dished out had been unneeded and totally of their own free will, they deserved everything that was coming. 

The guard with the parasites in him had gone limp, the grubs having made it into his brain, which they were currently in the process of rewiring for their own needs. His friend chuckled softly down at him and wrapped his hooves around his neck, starting to hammer him just like he had hammered Celestia.

At the moment, he was not aware of anything that was happening however, he simply let out a number of different noises that were mostly a product of the work the grubs were doing to his mind. 

The guard that was hammering him did not seem to care however, he let out a dark chuckle and begin to give him everything he had left, twisting his leg in a painful direction as he taunted down at him. His ass was currently going mad, milking the cock as if it was trying to crush it, which again, was because of the fact his brain was being worked on.

“Fucking hell, if I had of know that you were this much of a faggot, I would have made you my bitch ages ago,” He taunted as he twisted the stallion’s leg in the wrong direction. This did not even coax a reaction from the stallion, forcing the stallion pounding him to give a smirk “Fucking hell, those parasites are really doing a number on you.” The parasites had now realized that their host was under attack, they needed to protect themselves, but did not currently have the means to produce more parasites. 

At this point, the guard that was being pounded suddenly snapped his head forward, his blunt teeth biting down on his friend's throat with enough force to crush it, and break the skin, blood gushing from the wound and painting the both of them in shades of red.

The stallion that had been doing the pounding suddenly stopped, eyes wide with horror as he realized that he was dying. “O-Oh.” He said simply, but he had not yet given up and with one last thrust, his cock throbbed rapidly and begin to spray thick ropes of cum inside of his friend, the pair of them staring into each other’s eyes one last time before his blood pressure got too low, and he fell back, going limp as his cock sprayed out one last load.

The parasite infested guard spat him out like he was nothing but a rag doll, then begin to devour his flesh. 

Moondancer gave a dark chuckle, rubbing Celestia’s ears one last time before she blew her own load, not even bothering to moan as she pulled her cock out. After looking at the gory scene going on below, she let out a smirk “That, takes care of that.” 
“Bring me Luna!” Twilight ordered simply to one of the guards. She was horny after seeing what had happened to Celestia, and wanted to do something interesting. The guard faithfully trotted over to the cart as Twilight turned back to Celestia, who was no longer scared in the slightest. She was now staring blankly ahead at a wall as a seemingly endless stream of eggs forced from out of her cunt, a puddle of her own elite guard’s cum at her hooves.

Perfect. She was going to do such good work for the hive. Meanwhile, the guard that had been attempting to pull Luna from the cart had encountered a problem in the fact that Luna was heavy. He had mostly likely been attempting to show off how strong he was, but now he was being squished under a cocoon.

Twilight let out a sigh, her horn glowing to life as she slowly lifted the pod off him, placing it down next to Celestia and ripping it open. The Princess of the night spilled out onto the floor in a river of green gunk.

Unlike her sister, Luna had put up one hell of a fight, and as such her midnight blue fur was marked with bruises, cuts and other wounds she had managed to pick up. Those would need to be tended to, but for now Twilight needed to check something. 

After zoning out for a few moments, Twilight Sparkle came back into reality with a huge smirk plastered across her face. A hoof reached down and begin to rub at the spike on her cock that was normally used for pumping eggs into ponie’s brains. 

It did not take her long to reach climax, and once she did, a thick spurt of green gunk ejected from her cock, followed shortly by an egg. She caught the egg in her hoof and begin to walk towards the remains of the elite guard, which had still not been cleaned up despite the converted guard having been moved.

She dipped the parasitic egg into the pool of blood. Some of it soaked through the shell, and the parasite begin to pump out hormones, reacting as if it had been buried in a male. 

But she was not going to be putting it into a male. She slowly walked back over to Luna, spike at the ready. She grabbed her mane roughly with magic, and before she was even fully awake and aware, Twilight sent the spike into the back of her skull in one smooth and fairly painless move. 

She then leaned her head forward to stop her brains from spilling everywhere, before putting the egg inside of her skull manually, patching up the hole before too many outside bacteria managed to get inside.

The parasite was still under the impression that it was in a male, and as it slowly hatched and begin its life cycle, Luna’s eyes snapped open and she looked towards Twilight.

Before Twilight even had chance to react, she had been tackled to the floor and guards were closing in from every direction to try and help her. She simply waved them away with a hoof as Luna begin to frantically hump her leg with a number of unintelligent whines.

“What is happening? I can’t control my… body...” Luna groaned, Twilight simply laughing as her leg was frantically humped. She had been expecting side effects, but nothing like this. 

Before the humping could go further, Luna stumbled back, clutching at her head as she groaned in apparent pain. Twilight scrambled to her hooves as quickly as she could.
“Bring her food! Now! I want to see how this turns out.” She said in a hurry, the guards running around in a panic as they now had not one but two alicorns to feed. 

One of the guards came rushing over and begin to feed Luna more of the slop that they had cooked up from who knows what. Luna did not care however, all she knew was that she was hungry and that the slop helped to ease that hunger. 

Twilight watched with amazement as Luna rolled around, groaning out as her cunt slowly seemed to seal itself up as if it was a wound of some kind… Then the flesh begin to slowly push outwards, forming into a bump as the guard that was feeding her stepped backwards, letting her have the bowl as they all stared at the strange occurrence that was taking place.

The mound of flesh kept pushing outwards, slowly forming into a large pair of testicles, and then… Twilight paled as a huge stallionhood sprouted from between her legs, forming out of the flesh even as her skin begin to peel away and her mane fall out. 

Even if there was a stallion her size, Luna would easily put them to shame. Twilight was just beginning to regret her decision when Luna shook the rest of her skin and mane off, then dived on the guard that had been feeding her, pinning him to the ground with all four hooves as she pressed her huge cock to his rear. 

The guard, naturally called out for help at this point, attempting to struggle free… But the huge changeling… Prince… Was having non of it, she… Twilight was just going to call her she to avoid confusion, was horny, and that was all that mattered. 

Luna pressed forward and the guard screamed out in pain, begging for lube. Most of his friends just stood around and laughed at him, but one of the guards trotted over and provided lubrication to the monster of a shaft. 

This only seemed to make things worse however, as now Luna managed to force the head of her new tool inside, and this made her want to fit even more of it in the tight rear of the poor stallion guard. She begin to press forward, inch by inch, the guards screams echoing through the throne room until the giant member was finally hilted inside of him.

Luna then wrapped a hoof around the stallion and begin to use him like he was little more then a sex toy. Twilight felt really, really bad for him, until she realized that his whimpers and screams had turned into moans. She had no idea what the hell she had just done, but in the least the guard was enjoying himself now. 

She slowly moved over to Luna and the guard, crouching down to get a look at the mistake of nature she had just created. The huge, thick and black horse cock was being brutally slammed in and out of the poor male guard, and honestly she was mildly surprised that he even had room to fit it all inside of him. 

Turning her gaze away from the scene, she looked around the throne room, noticing how all the changeling guards were giving her the “You fucked up look.” 
The elite pony guards were just trying not to look at all. 

After wrestling with a few conflicting thoughts, Twilight realized that she did not have any regrets about what she had just done. Luna was a fine mare, and just as fine a stallion, and if she was now fertile, then she would be able to knock up all the other broodmares they had with some of the finest seed in the land! 

She then realized that Luna was no longer paying attention to her, and had now dumped the downed guard on the floor, cum dribbling out of his ass and forming a puddle on the plush red carpet that was going to be a total pain to clean out. Without even breaking stride, Luna had moved from the guard she had dumped and deeper into the castle.

Twilight gave an annoyed hiss and turned to the rest of the guards in the room “Why did non of you think to stop her?” She asked, not getting a response as all the guards were now throwing slightly worried looks to where Princess Luna had gone, non of them wanting to face her. 

The changeling Princess gave an annoyed grumble “Fine, I’ll go deal with her!” Twilight tore off in the direction that Luna had gone. 

Chrysails had moved off from her throne and deeper into the castle, her guards stood to attention as she passed, saluting her calmly. It appeared that they had a situation that needed to be dealt with. She did not know why her guards had been unable to deal with it, but she knew that they would not ask her to attend to something if she did not need to.

She came to a large set of clean, white double doors with small porthole windows in them, they stood out from the normal doors and architecture of the rest of the castle. Chrysails had her builders working on converting the rest of the castle to be more to her liking, but as of yet they had not made it this far into the castle. 

She looked towards her two guards and sighed “OK, what seems to be the matter? Why could you not just explain the problem to me over the hive mind? I was having a lovely time and then you have to come in and ruin it for me.” 

“You need to see this Princess. It was far too amusing simply to be explained over the hive mind. The chief is posing problems.”
Chrysails frowned “What kind of problems is a chief posing to you? You are highly trained guards! Is he throwing muffins at you or something?”

The guards shook their heads slowly “You told us you did not want us to hurt any of the staff that were in the castle, but he is refusing to leave. We have told him that changelings have taken over the kingdom and that he should return to his family for processing… He replied with ‘I’m married to my job. I don’t give a fuck who owns the castle as long as they pay me and leave me to cook.’”

Chrysails almost burst out laughing, the guard looked nervous but kept speaking “We have tried everything to get him to leave, but he just keeps cooking food for everyone and asking to take food orders.”

She did laugh at this. Changeling guards, trained from birth to follow her orders, they had cut their way through countless heavily armed guards, only to be defeated by a chief? How could she do anything but laugh. It was mad. They had followed orders however, she had something special for the maids and guards of the castle, but wanted all the other staff to go home to their families for processing. 

The changeling queen slowly stepped forward and pushed open the door to the kitchen. Inside was a bright red stallion with a dark green mane. Over his mane and tail he wore a set of green hair nets, he did not even appear to have noticed that Chrysails had entered, his hooves moving in a blur as he used a razor sharp knife to chop up potatoes and vegetables. 

She slowly walked towards him, noticing that the chrome surfaces of the kitchen were spotless, despite normally needing a crew of eight ponies to keep the kitchen running. Upon noticing her, the chief hissed in annoyance, moving towards her, and before she could react, she was also wearing a set of hair nets. 

At this point, all the changeling queen could do was blink at the strange pony “What is it that you are doing?” She asked, looking at the giant mountain of vegetables and potatoes that the chief was still adding to. She was… Confused to say the least. 

“Vegetarian cottage pie.” The chief explained in a rushed tone, not even slowing down his work. Chrysails was even more confused now, but she tried to keep her tone calm, not wanting to laugh at this stallion. 
“Why are you making cottage pie?” She asked.

The chief scoffed “Why are ya’ makin’ cottage pie?” He mocked in a thick accent that Chrysails could not identify. “A fuckin’ army just took over ma’ Kingdom lassie, as I am sure ya’ well aware, an’ ya’ know what that means? They’re gonna’ be a load of hungry invaders to feed.”

By now, she had given up attempting to follow the logic of this stallion. He must have been mad or something, but as of yet he was the most interesting pony she had ever met.
“You do know that changelings don’t need to eat right? And, your city has been taken over, along with the rest of the kingdom shortly, don’t you have family you want to go and see?”

The chief hissed, having just realized something. He dashed over and filled a huge pot with water, then using his insane earth pony strength carried the pot full of water over to the cooker, turning it up to high as he slid the container of water onto it, turning it up to high. 

“Ey’ I’m well aware miss, but non of that fuckin’ bothers me. As long as I get ma’ paycheck and I get fresh food stock delivered, I don’t give a rat’s arse! I work and live in the castle, and all my money goes towards collecting a fuck ton of clocks and other knick-knacks that’ll mean fuck all when I’m dead, but they make me happy so I don’t care. If ya’ wanna stop me fuckin’ cookin’, you’ll need ta’ chop my bloody head off.”

Right. OK. This… Was strange. She needed to deal with him however, but everything he had said had sort of blended together into one solid wall of words that hurt to think about. She reached a hoof up to rub at her temples, then shook her head. Who was she to deny this stallion the one thing that made him happy? The food he cooked would still taste good, and moral would go through the roof. 

“Well, OK,. I won’t stop you. I’ll send some changelings down to help you and to take orders, and I will be sure to order in whatever you want. I’ll also try not to touch your room, or the knick-knack shop.” 

He gave a nod, “Now with all due respect, get tae fuck. I’m trying to work here.”

Before she could reply, a huge chitinous monster came tearing into the kitchen. Chrysails was caught off guard as she had heard nothing over the hivemind about this. She then realized that it was because she had been distracted from the hivemind by the chief. 

The chief who was now being dived by a giant alicorn with a large futa cock. It was twice his size, and covered in enough chitin to stop almost anything that was thrown at it. The poor earth pony did not even flinch, ducking under the clumsy grab and kicking out a hoof that swept one of the changelings hooves from under it.

Princess Luna cried out in shock and fell onto his back, and then he used all his strength to throw her off him, back out through the door she had just come in through. 

Chrysails had given up attempting to question anything that was happening at the moment. She turned to the chief and politely coughed “I’d like to put in an order of chocolate cake, if you have the ingredients.” 

Then she slowly backed out the door, looking towards the two very dazed guards that had totally failed to do their job of guarding the doorway. She simply gave them disappointed looks, then begin to hunt for the crazed futa Luna that had escaped once again.

Shining Steel, one of the castle maids was currently dusting a suit of armour. Sure giant evil insects might have taken over the kingdom, sure he might lose his job soon, and sure, he might look like a bit of an idiot considering he was the only male maid and because he had to wear the same frilly French maid outfit as the female maids.

But non of that mattered to Steel, his job was to clean the castle, and as he had no family to return to, and the bugs had not forced him away yet, he was going to keep doing his job. If they did throw him out of the castle, then he was done for anyway, so he was just going to keep his head down and hope that nobody noticed him. He would just blend into the background like some furniture, or the suit of armour he was currently cleaning. 

He put the bottle of polish back in his saddle back, finishing up polishing the armour before moving onto the next suit. He just wanted to be left alone, not to be noticed by any of the horrible creatures that had taken over the castle.

But of course, he was not going to get his wish, because right at that moment a huge black chitin alicorn came galloping down the hall with an even larger futa horse cock between its legs. 

Steel frowned, looking at the suit of armour, then down at the bottle of polish he was using. It was just normal polish, surely it should not be effecting his mental state in such a fashion? He frowned and looked back towards the creature sprinting towards him.

It was indeed feminine in form, shapely legs, midnight blue eyes, and a long flowing blue mane with holes in it that might have reminded him of Princess Luna’s had he not currently been in a state of total shock. 

His eyes trailed down, and it did indeed have a huge horse cock between its legs. In the final moments before the creature was upon him, his mind went into overtime, overworking itself to try and put together a plan on what to do. Finally, his brain spat the finished plan out for him to put into action. 

“Holy fucking shit. What the fuck is that?” Steel asked out loud as the alicorn smashed into him like a ton of bricks and sent him spinning to the floor. He bounced, then rolled to a stop upon hitting one of the suits of armour, which broke into several different bits that were quickly scattered all over the floor, getting dented and battered as they rolled around, undoing all his hard work. He gave a growl and lurched up, attempting to spray the polish into the eyes of his attacker.

The huge alicorn simply batted the bottle out of his hoof like it was little more then a minor annoyance, hissing down at him in an aggressive fashion. At this point, all the fight drained out of him and he gave a soft whimper, tucking his tail between his legs as a show of submission. 

The huge alicorn reached a hoof down and begin to mockingly stroke it over his weak feminine body, making him blush darkly up at the changeling, who fixed her midnight blue eyes on him, melting all the fight he had in him.

There was just something about those eyes. He did not need to fight, he could just lie here and stare into them, let all the fight melt out of him. Those blue eyes, those calming, relaxing blue eyes. They were all that mattered. 

He slowly lay back in her hooves, drooling slightly as the huge alicorn spoke “That’s it subject, just submit to me.” Her voice was harsh, but somehow it soothed his mind like silk and soon he found his length slowly growing to hardness between his legs, pushing up the skirt of his uniform.

Luna chuckled down at him, and he smiled up at her. He did not know why it was he was smiling, but it felt good, so that was all that mattered. 

She slowly leaned down and pulled his skirt away, letting his modest horse cock hang free as she teased at it with a hoof, tutting softly to herself “You don’t need this subject… We have so many eggs and we want to give them to you…. But we need to get rid of this for that to happen.”

Steel blinked, of course… He had been so stupid. He did not need a penis, the only thing he needed was the eggs his queen was going to so lovingly provide. He humped softly at the air, and Luna let out a chuckle, spitting onto her hoof and reaching it down to rub over his taint, smearing it in saliva and sending a most pleasing sensation through him.

The powerful alicorn then slowly lifted him up, spreading apart his hind legs as she moved his taint towards her muzzle, her tongue pressing forward and sliding in without the slightest bit of resistance. It was long, far longer then he had expected in his wildest dreams. It danced around inside him and drove a whorish moan from his lips as it wiggled around inside him, rubbing at his prostate and making his cock throb. 

He could not remember the last time he had been this turned on in his whole life. He wanted to grind his muzzle back against her, scream for more, and then cum all over the inside of his dress.

Luna puckered up and then pressed her lips forward, latching onto his taint and beginning to suckle at it. Steel let out a sharp cry of pleasure as a bright crimson blush rushed to his face, his cock twitching like crazy, warning Luna that he was about to blow his load.

She tutted softly and moved away from his anus, lowering him back to the floor as he whimpered and whined in a needful fashion. Had he done something wrong to be punished like this? Had he displeased her?

The changeling that had once been Luna looked down at the feminine stallion with the slight blue tint to his eyes and gave a soft laugh, before forcing his head down against the floor and spreading his hind legs apart. The poor confused stallion really thought she was going to let him get off that easy? 

How pathetic. She spat some of the green gunk the builders used onto her hoof, then coated his shaft in in, before casting a spell to put a tight magical cock-ring around the base of his shaft. 

Now the stallion really was confused. She used her powers and made all that confusion go away, leaving him as nothing more then a blank, drooling husk ready for her to pump eggs into.

Her cock softly rubbed over his ass, teasing him. The stallion did not react, but she imagined that he would have made some kind of pathetic noise if he had been able to react.

She made sure that she had a tight grip around his middle, then slowly pressed her cock against him, trying to take it as slowly as possible to cause the minimum amount of pain. It was still going to hurt, because her cock was huge and this stallion was clearly a virgin, but if she just…

His anus stretched more, the stallion letting out a cute whimper before her cock sank into him, his ass stretched painfully wide around the head of her length, which twitched softly inside of him before suddenly pressing forward roughly, sinking inch after inch of her cock into him. 

After the first few seconds he was pretty sure that he could not take any more, the head of her cock had crushed against his prostate, driving such insane levels of pleasure through him that he had no hopes of unleashing because of the goo covering his cock.

Luna then pulled back, pulling the poor maid with her before he slammed forward again, hammering him into the wall as he tried to use his hooves to block himself from being slammed into it. With each of the brutal thrusts, more and more of her cock forced into him. He whimpered, whinnied, screamed out and arched his back, but he was unable to orgasm. 

Luna watched him thrash around, slowly becoming aware of more powers that she could use with her new body. She dipped into the hive mind and was suddenly flooded with knowledge from thousands of lives and voices, all of them knowing and being aware of hundreds of different things. 

It would be so easy to get lost in that sea of knowledge, but she had a very strong will, and she soon found exactly what she was looking for. Her horn glowed to life, and the sickly green glow wrapped around the maid, making him cry out.

His cock suddenly felt so very sensitive. His back arched and his ass convulsed pleasurably around the cock as he moaned out like a whore, Luna stroking softly at his mane with a dark chuckle “That’s it… Just submit to me, my amazing, wonderful subject.” She whispered lovingly into his ear. 

In that moment, he realized that he loved this mare, and would be prepared to do anything for her. She was so strong and powerful, a god compared to him. Steel simply existed to do everything that Luna wanted, to be nothing but a mindless toy for his pleasure. 

Luna sent another jolt of pleasure into his brain and he cried out, his blue eyes glowing brightly for a few moments as the spell worked even deeper into his brain. He was sure that he could could feel his cock shrinking under him, and he loved every second of it.

“I-I love you Luna!” He confessed loudly, meaning every word that spilled from his mouth. His cock shrank, and with each inch that it did, untold waves of pleasure tore through him. He needed his Queen’s eggs deep inside of him, he needed to be turned into a perfect broodmare for her. 

Luna bit into the back of his scruff, making him scream out as his tiny cock spurted one final load of cum all over the floor, the goo now having fallen from the tiny thing. As pain tore through him, he felt his cock finish its transformation into a clit, a slit slowly opening below it. 

The alicorn laughed softly and pulled back, ramming her hips forward and sinking into his(Now her), newly formed cunt. Steel’s eyes flew wide and she screamed out like a whore, before Luna pulled her close, the thick futahood throbbing rapidly before she hit her peak. 

She screamed to the heavens as her cock finished twitched, spurting thick ropes of green gunk into Steel, quickly followed by the first of many huge egg shaped lumps.

Steel felt the eggs force into her, and she had never been happier in her whole life. Each one brought another squeak of pleasure from her, and then the first egg forced into her and she let out a sharp squeals.

She soon lost Count of how many eggs had been forced into her, but she felt her womb starting to bloat with them, and all she could do was submit to Luna’s power. 

After Luna was done with her, she was dropped gently to the floor, the eggs sloshing around inside her and filling her with a whole world of bliss. The alicorn then ripped her cock free and gave a chuckle, moving around to the front of her as her cock bloomed into a viscous point. 

“I’m going to lay an egg in your brain, you will be rewired into something far more useful to the hive. How long is it that you have served in the kingdom dear?”

Steel blinked softly “I’ve… I have been a maid for seven years, your highness. Luna smiled down at him, “And throughout all that time you kept your head down, even though you were barely getting any acknowledgement for it?” 

He slowly gave a nod, that was one way to look at it. Luna smiled softly at him “I think you deserve a reward for that, don’t you?”
Steel blinked up at her in a confused fashion “A reward? What do you mean by that?”

She chuckled, “What I mean is, I could join you with the hivemind, you could live forever in my head. Do you like the sound of that?”

Steel gave a slow nod, and Luna stepped closer to him, touching her horn to his forehead… And then everything faded into a sea of bliss, before his whole world became a white void, filled with doors. 

As he got accustomed to his new home, Luna looked over his now blank body, giving it a soft kiss on the forehead before pressing the spike into it gently, not doing anything fancy, simply sinking the cock into his skull and planting the egg into his brain, leaving her to transform into their newest broodmare.

(What follows is a non canon ending to this chapter that the commissioner wanted changed into the one with the maid. I am not removing this one in case somebody else enjoys it)  

One of the castle guards was stood against the wall, his spear held at the ready next to him as his dull eyes scanned about for any kind of trouble. He had finally been promoted to a proper guard rather then just being used to clean armour and weapons, and all it had taken was the total decimation of just about the whole changeling army to do it. 

It had been his dream, serve the Queen, fight for the Queen, die for the Queen. Now he had finally made it, he had one word to sum it up: boring.

He was bored, bored, bored. He was so bored he wanted to smack his head off a wall. Nothing ever happened in this part of the castle, it was just the castle treasury that was down this way, which sounded really important when he had first heard about it, but now he was here guarding the crown jewels he had realized something. 

Nobody gave two fucks about some dusty old relics. It was meant to be exiting, the crown jewels were meant to be the most important thing in the whole castle, but they were only used once or twice a year at most, and nobody was going to bother them when there kingdom was being taken over. 

A sigh tore from his lips, and for a moment he slouched in his armour. His back ached from holding it up, which was strange because he was not even sure he had a spine. Suddenly, his ears perked up. Hoofsteps, rapidly approaching. 

Finally! He had something to do. He turned, raising his spear as his eyes stared down the narrow hallway. If anything came down this hallway, it was dead,. He would stab it with his spear, and with how narrow the place was, he could not miss. 

Suddenly, an alarm was going off over the hivemind. Princess Luna had been converted, but she had escaped. Capture, don’t kill. Right. Got it. 

And of course, the pony rushing towards him had to be fucking Princess Luna. The huge fucking alicorn changeling took up almost the whole narrow corridor on her own. 

He panicked. There was nothing he could do. He needed to put his spear away, because impaling heron it was clearly going to kill her, but then that would leave him without a weapon.

With no other choices left, he tossed his spear to the side and begin to gallop like greased lighting away from the raging form of what had been Princess Luna. He was far slower then her however, and before he was even halfway down the hall she was upon him.

He let out a loud scream as she slammed him into the ground, pulling his head back and smacking it into the floor, which knocked off his helmet, then before he could call for help over the hive mind, she did it again, stunning him. 

He lay there in a dazed heap as she mounted the poor confused changeling, who was pretty sure his nose was bleeding. He felt her huge futa cock press against his rear, and a loud, long whimper tore from his lips as he made a frantic attempt to struggle free. 

Luna was having non of it however, and pressed his head harder into the ground as she moved her hips forward. Pain flared through his ass and he hissed through his teeth, and then, before he even had chance to react, the head of her cock sank into him.

His eyes dilated and he tried to scream in pain, but she was not having any of that either, her hoof forcing into his mouth and cutting his screams off before they had chance to start. He noticed how her hooves tasted oddly of cream cheese, then she begin to force her length into him, and he could do nothing but whimper as it pushed into him.
Changelings were quite stretchy, but this cock was far larger then any he had ever attempted to take before, and pain was tearing through his body with every inch of the dry length that was rubbing itself against his walls. 

Tears rolled down his cheeks, and the Princess did not even care. Her medial ring bumped passed his prostate, telling him that he was only half way through taking her cock. There was no way it would all fit! His own member twitched to life beneath him, and he frantically tried to will it back into his sheath. This was shameful enough without him getting off from it. 

His cock refused to budge however, standing proudly to attention beneath him as he was fucked from behind. Luna had soon bottomed out in him, and her hooves reached around to roughly wrap around his body, the princess starting to use him like a fleshlight, moving him up and down on her cock with her powerful forelimbs as he whimpered and sobbed to himself, totally helpless to her advances as he was used. 

Luna moved her way into one of the side rooms, a storeroom. She sat down against one of the shelves and begin to frantically thrust him up and down on it. Each thrust drove another attempt at a scream from his lips, and another wave of pleasure through his body. 

She must have noticed his length, because her midnight blue eyes stared down at him confidently as her hoof reached forward. She aligned one of the holes in her hoof over it, then clenched it tightly around the head, beginning to slowly give him a hole job.

He had never been shown any kind of attention like this before in his life, and he was soon moaning out like a whore, nothing more then putty in her hooves as she jerked him off and fucked him from behind. 

He had finally gotten his anus under control at this point too, and rather then blindly convulsing in pleasure or pain, it was clenching in a much more orderly fashion, designed simply to bring the Princess the most amount of pleasure possible. 

She seemed to appreciate it too, as her brutal thrusting slowly turned into something far more loving, her hoof tenderly stroking up and down his length as she nibbled softly at his ear. Pleasure was rocking through him, and before he even knew what was happening, his cock was pulsing in her hoof and thick ropes of cum were flying from the head of it. 

Luna let out a primal grunt as she felt his ass tense, slamming him up and down a few times to make sure he properly enjoyed his orgasm. Then she lifted her hoof off his cock, wiping the cum off on his fur before turning him to face the wall.

Suddenly he was being pushed forward, and he reached his hooves out to brace himself against the wall. This must have been what Luna had wanted, as she begin to hammer into him even harder, her hoof moving away from his mouth to let him scream out to the heavens as she took him like a mare in heat, hammering his ass like she was trying to break him.

His cock, which had been going limp, suddenly jumped back to life, throbbing and twitching beneath him as it was forced to wildly wave around with the force the brutal pounding was putting into him. Luna’s hoof reached forward and she roughly pulled his head back, forcing him to look her in the eyes as she treated and took him like he was an animal. 

The poor guard did not like what he saw in those eyes, and he realized that he was very likely not going to survive their sex session together. 

He was not allowed to feel fear however, every time fear attempted to settle in his heart, another brutal thrust came along and swept it away, making him scream out like some back alley whore. 

And then Luna leaned forward, nuzzling at the back of his neck as he removed the armour plates there, still roughly fucking him into the wall which prevented him struggling or arguing with her. 

Slowly, he realized that he was about to cum again. His howls and screams turned into soft little whimpers as his cock throbbed rapidly beneath him, and then Luna launched her head forward, large fangs punching through his chitin and into his neck. 

Pain blossomed through him, and he screamed in pain, his cock giving a few more weak throbs before thick ropes of cum came splattered from his cock, so much force behind them that they splattered into the wall as his eyes slowly rolled up. 

After his orgasm was done, he realized that his whole body was numb, every one of his muscles was refusing to respond. Changeling venom, his mind quickly realized. But that was not possible, only a very specific type of changeling designed to kidnap food was meant to have that!

Luna dropped him in the middle of the floor, roughly hilting her cock in him as she let out a grunt. Instead of cum, he felt several huge bulges being forced into him, driving yes another whimper from him. This was not good. This was not good at all!

After more then two dozen eggs had been forced into him, he realized that something was wrong. His belly was trying to bulge out, and once Luna removed his armoured it ballooned out beneath him. He whimpered softly, begging the eggs to stop. But they did not. 

With each egg that was forced into him, another grunt tore from Luna’s lips, first there were ten of the orange sized lumps, causing a slight bulge in his belly. After twenty, he looked ready to give birth, at thirty he looked seriously obese. 

It was not until fifty that he realized his limbs could no longer touch the floor, his belly so horribly bloated that it formed a pillow beneath him and prevented his hooves from even touching the floor. This was when Luna finally pulled out of him, lovingly patting his head with a glint in her eye that told him she was not really being loving at all.

He attempted to question her, to ask her to stop his balls crushing against the ground, but before he had chance to do so, she gagged him with some green goo. He knew that he should have been in pain with this many eggs in him, but the venom was stopping that. Luna stroked lovingly down his body, her hooves settling on one of his limbs. 

Before he had chance to react, her fangs sank into it, crushing the chitin and tearing into the flesh. He would have screamed out in pain, but there was non, just a horrible numbing sensation.

Luna patched up the wound, waving his leg at him as he begin to softly sob, then she bit into it, chitin breaking apart with a loud crunch as she devoured the whole limb right before his eyes. 

It was a this point he remembered that he could call for help, and as she begin to tear off his hind limb, he closed his eyes and sent an S.O.S over the hivemind. Help was mere minutes away now. He opened his eyes, feeling slightly better about the situation.

Of course, Luna was part of the hivemind and she did not look happy. He did not know why it was Chrysails had not put a stop to this yet, and as Luna removed the last of his limbs, he was pretty sure that he urinated all over the floor.

Luna stepped back, looking at the limbless pony before her, his belly horribly distorted with eggs as he sobbed like a filly. It filled her with a sense of joy, she had followed her instincts perfectly, and her instincts had one mission in mind for her: Breed.

She turned slowly as the door burst open and half a dozen guards formed a tight circle around her, spears and various other weapons pointed in her direction as they all tried to jostle into the tiny space the storeroom provided. 

The first of them noticed their limbless comrade, and he did not look happy about it. Luna just let out a soft laugh that was quickly put to a stop when the butt of a weapon smacked into the side of her head and knocked her out.
> Chapter 11 (Rainbow Dash, part 1)
> --------------------------------------------------------------------------

Rainbow Dash was the next on the list to be brutalised, and the changelings had something special in mind for her. 

The blue pegasus slowly blinked her eyes open and cast a gaze around the room she was currently in. It looked like one of the cells underneath Canterlot castle, rough stone walls and a thick metal barred door that looked like it would be impossible for even her to bust down. 

Her wounds appeared to have been tended to, and as she attempted to get up to try and find a way out of her cell, she discovered that she had been chained down, thick double iron chains clasped firmly around her front hooves, forcing them to stay above her head. 

Of course, her next reaction was to curse loudly and attempt to tear the damn chains from the wall, as if she was annoyed that they dared to hold her down. Which, knowing Rainbow Dash was exactly what it must have been. With her almost unnatural strength, she might have even managed to break them as well, had they merely been single iron chains. 

One of the guards outside noticed her frantic struggling, and he opened the eye slot of the jail cell door to glare at her. 
“Keep it down! I’m trying to play a card game here.” He ordered. 

Rainbow Dash glared darkly at him, the fire in her heart still blazing brightly despite the fact she had been beaten. She was the most awesome mare in the whole of Equestria. Getting out of here and rescuing her friends was going to be no problem. She just had to plan carefully. 

“Why don’t you come and make me keep it down, shit face!” She yelled. Perfect. The plan was going perfectly. The guard gave an annoyed growl, then there was the rattling of keys as he pulled her cell door open, stepping in with his spear at the ready. He twirled it in his magic so that the butt of the spear was facing her, then slammed it into her gut.

The muscles there tensed, managing to stop him knocking all the air out of her body, but she still let out a rather pathetic wheeze and doubled over as the guard slammed the butt of the spear into her chest, badly bruising it.

She lost count after this blow, simply keeping her head down with her mane hanging low over her face, grunting each time the butt slammed into her, blocking the pain out between blows as she tried to stay defiant. They would not break her. 

After beating her senseless, the guard leaned in close and spat on her cheek, before his long bug tongue slowly trailed up to her eye, leaving a wet smear in its wake. 
“Not so tough now, are you?” The guard hissed. This was when she chose to act. She pressed her back against the wall, then used her torso muscles to pull herself up, which was agonizing with the beating they had taken. 

She managed it however, and suddenly her legs were looped around the guards neck. Before he had time to call out, she used all her strength and twisted hard, pulling him close so that his mouth was pressed into her cunt, silencing his calls for help into muffled noises. 

Rainbow Dash tried to ignore where his muzzle was, and instead chose to focus on her task. Now, to understand what happened next, you need to understand that as you make metals and alloys stronger, they normally become easier to break, and most materials are not built to resist a twisting motion. 
Changeling armour was very tough, but quite brittle, and with her years of harsh Wonderbolts training and constant racing, Rainbow Dash could apply more then enough torque to crush his outer shell like a walnut, then drive it into the soft flesh beneath. 

Her thighs were soaked in bug blood, and the guard made an attempt to bite into her snatch to save himself, but it was too late and she dropped his corpse to the floor, his mouth flapping uselessly as he tried to form words. Rainbow Dash felt no remorse as she watched the life leave his body, even spitting onto his face to add insult to mortal injury. 

She fetched the keys from his belt with ease, moving them into her mouth with her rear hooves before undoing the cuffs above her head and getting onto all fours. She shook herself off, then stretched out her wounded wing. Flying was off the table, but it was the best bet for escaping this hellish city.

And then from there? She did not know. She could… She could… Organise a resistance of some kind to retake the city. And then…

Celestia Damn it. She was not a leader. If she was going to do anything, she needed to make her way through the castle and stab Chrysails to death. Without their queen, the bugs were doomed…

Twilight had been fighting for the insects however. The bugs had two queens. And even if what Twilight had become was an abomination, it was still an abomination with her friends face. Even with all her training, she knew it would be impossible for her to kill them. 

So… So… Rainbow Dash was trapped in a world without friends and without backup. There was no way, even with all her skills and training, that she would be able to free them all. But if she did not free them all, who knows what horrible things the changelings might do for them. 

She thought to Fluttershy. The innocent pegasus would not take any amount of torture, and the thought of it… The thought of it filled her with rage. Rage she kindled from a small spark into a raging fire with thoughts of everything that had happened. 

She picked up the spear in her teeth and went to move out of her cell. The guard had a table set up outside where he had been playing some kind of card game that Rainbow Dash did not currently care to identify. She kept hold of her rage, but did not let it control her. 

Instead, she begin to go through the routines that had been drilled into her through years of training. She was vastly outnumbered. The blue pegasus would have to use underhoof tactics. Stick to the shadows, only kill those that are directly in the way. Hide their bodies. Move on.

All the other cells on this floor were empty, and there had only been a single guard. That was a horrible tactical error as there should always be at least two, but then again the changelings had never experienced anything like this before and were still getting used to it. 

That meant she had a chance. She was going to get out of here and make it back to base, then try to organise another strike against the enemy. 

Spitfire would never allow Cloudsdale to fall to the enemy. She would fight until the bitter end to protect it, and Rainbow Dash knew that she was a great commander and would have gotten the city to safety. 

Rainbow Dash would just get out of here, make it back to Cloudsdale, and Spitfire would know what to do. They would launch another attack against the enemy and get their city back. 

Now she had a plan. Inside she wanted to collapse, give up and cry, let all her strength spill out of her and give up. But she would never allow that to happen. She allowed the rage inside her to flare up, and it gave her the strength she needed to sneak her way out of the first floor. 

The changelings had indeed never had experience in guarding buildings. They were still trying to convert this one into a hive. The strange pony built structures must have really confused them, and they had not even bothered to touch this level yet. 

She hid from a guard that moved down the hallway,ducking into one of the empty cells and hiding under the bed. For some reason she also found herself holding her breath, even though she knew that it was totally pointless, and unlikely that they would hear her breathing. 

The guard moved passed, and she silently counted to fifteen before moving out of the cell and rushing down the hallway. She knew that the guard would find the body of the pony she had killed soon, and he would also likely find her cell empty, and then the alarm would go up and she would be in serious trouble unless she was far, far away.  

Moving up, she made it out of the cell block and back into… Well, what she could only really describe as hell. The changelings had converted most of the upper floors into hive, knocking down walls and coating everything in a thick chitin-like material. 

She tried to remember her stealth training and keep moving along, staying calm, keeping her breathing steady and trying to avoid the pitfalls of panic. If she panicked, she would be caught. 

Just as the changelings were out of place and uncomfortable in buildings built for ponies, she was uncomfortable and out of place in structures built by changelings. She did not know where anything was and the hive did not seem to follow the normal laws of building. 

They were not built to optimise efficiency, rather they seemed to be built under the laws of “wherever the hell we need new things.” For changelings this was little more then a minor inconvenience because of the fact that they had the hive mind to guide them. 

For her, it turned the whole place into a twisting and seemingly never ending maze of tunnels and dead ends.

She soon found herself in a large chamber with a huge pit in the middle of it however. Several dozen guards were sat around the huge pit eating cottage pie out of small containers. She did not know where they had got the cottage pie from, or the containers, and to be honest she did not care. 

The Blue Pegasus was more focused on the contents of the pit. A ball of ice seemed to form over her heart, chilling her to the very core and flooding her veins with freezing cold. Hundreds of dead pegasus were stuffed into the pit, their bodies piled unceremoniously on top of each other without a single thought or care, no doubt waiting to be turned into the goop that the changelings used in place of proper food. 

Rainbow Dash knew that non of these would have been citizens, they had all been evacuated before they had moved the city… But these soldiers had all fought until the very end. They deserved to be lain to rest in soft Equestrian soil with their families watching over. 

It is strange, but it was this that begin to break down the pegasus. For a moment she almost lost control of her rage. She quickly worked to get it back under control.

That was until she saw a streak of mane sticking out from the pile. There was no mistaking that mane. That mane that Rainbow Dash had seen dozens of times before and blindly followed into and out of many a hellhole. 

Commander Spitfire was dead. The rage bubbled up inside her, flashing the ice from her heart and turning it into supercharged steam. She did not know what happened next, everything was just one big red blur, but the next thing she knew there were a whole lot of dead changelings everywhere and a slew of new wounds covering her body. 

Her blood dripped slowly onto the ground and she totally ignored it, panting heavily as she tried to recover from the rage that had burnt its way through her body and left a searing hole in its wake. 

As she came down from her rage induced killing spree, all the strength seemed to leave her body. She was not even out of this hellhole of a place yet, and already her plan had fallen apart. 

She made no attempts to hold back her pain this time, tears starting to roll down her cheeks as she let her strength give out, collapsing to her knees in front of the pile of bodies as the first of many tears begin to roll down her cheeks.

Rainbow Dash was tough. But even tough people have their limits, and Rainbow Dash finally felt like she had hit hers. The pain was so bad, it blossomed in her chest and tore through her body, making everything ache. A series of sobs tore their way from her already sore throat as she slammed a defiant hoof into the ground. 

If she had been paying attention, she might have noticed the magical glow that wrapped around her head, a dark purple in colour. The changelings had of course not been as stupid as to leave one guard outside her cell by mistake. The changelings were not that stupid. 

And not being stupid, they knew that breaking Rainbow Dash would be a lot harder then any of the other mares. They had plenty of broodmares as was and did not need to turn another element into one. That would just be wasteful. 

They needed a symbol, someone untouched by them, someone high up and powerful that would help crush any remaining hope of anypony that was thinking of starting a resistance. They could not use any of the Princesses now they had been converted, so Rainbow Dash had been a prime candidate. 

So they gave her false hope, they allowed her to escape her cell and bring down the guard. They let the hope flourish and bloom, and then they snuffed it out like a candle by showing her the bodies of all the pegasi that had been killed trying to retake the city. 

They had not been expecting her to slaughter all the other guards, but it was just another testament to just how strong she was. And now that her spirit was shattered, they just had to step in and put her back together in whichever way they wanted. 

Hoofsteps sounded behind Rainbow Dash, and shakily she got back to her hooves. Blood covered her sky blue coat, both her own and that of the many changelings she had slaughtered. 

She kept the spear pointed at what she expected to be an enemy. Instead of an enemy, Spitfire was walking towards her, still dressed in full uniform, her two tone orange mane was a mess, and her yellow coat was splattered with blood that only made her look more terrifying to the changelings.

To Rainbow Dash, she looked more like an angel in disguise, a bright light in this otherwise terrifying place. And then spitfire slapped her across the face, pain flaring in her cheek as thinking suddenly became impossibly difficult to her. 

“Get a hold of yourself solider!” She hissed, her voice filled with something closer to annoyance then proper rage. 

Rainbow Dash jumped to her hooves and blinked several times “But.. Your body is.. Is in the pit.” 
Spitfire scoffed “That was just a body double, Celestia bless her soul..” She looked down at the ground, seeming lost in grief for just a second. “We have lost far too many ponies today, and I only came here when I found out you were alive. We need to get out of this place before they send backup after your little display.” 

This was a trick. Rainbow Dash knew it. She pointed the spear at her commander and glared, before hissing around the handle “This is a changeling trap! Stay back.” 

Spitfire just raised an eyebrow, then shook her head. “Crash, the changelings have an army. I am pretty sure they would just use that then send me in. But if you don’t want to get out of here, then stay right there. I’m going to get out of here with or without you.”

Spitfire turned her back on the blue pegasus and begin to stroll off like it was the most casual thing in the world. After several moments, Rainbow Dash realized that she was right. There was no way they would send a single changeling after her, she was deep in an enemy base with thousands of guards, and they currently held all the cards. 

She tucked the spear under one hoof, then begin to trot after Spitfire, keeping her head low from the shame she felt. She had been a total idiot in front of her commander. Spitfire would never let her live this down. 

Thankfully, Spitfire did not seem bothered. She simply kept moving and tried her best to stay to the shadows, managing to do an even better job of it then even she had managed. She still had a lot to learn it seemed.

They came across a patrol of two enemy changelings in a narrow hallway where they could not move around them. Rainbow would have backed off considering the fact they held all the cards in terms of arms and armour, but Spitfire moved like a ghost, silent as the wind and with all the destructive force of a hurricane. 

She brought the first guard down with a swift blow to the neck that earned a sickening crunch. The second guard posed more of a problem however, and in their grappling match, she took a blow straight to the chest with a spear. 

The second guard fell a moment later, but Spitfire stumbled her way into an alcove and gave a curse. The blue pegasus was quick to follow after, an expression of horror on her face. 
Commander Spitfire was slumped against the back wall of the alcove and currently had both hooves clamped over a heavily bleeding wound that was staining her blue blazer a deep red. 

Rainbow Dash stumbled her way towards the wounded mare, an expression of sheer horror locked onto her face. This was the only pony that she had to help her get out of this hellhole, and without her, Rainbow Dash was lost. 

In all her years of combat training, she had only been taught basic first aid however, and Spitfire’s wound was deeper then one that could be fixed with strips of fabric. She was losing blood at an alarming rate and she was totally helpless to do anything about it. 

She stumbled over to the mare and dropped down next to her, muttering something along the lines of “No!” Over and over like a broken gramophone. Spitfire just laughed softly up at her, then gave a weak cough. 

“Don’t look so worried Dash. It’s just a scratch...” She tried a weak smile that quickly faded on her face as she let out a soft groan, “Granted, it might be a fairly bad scratch, but it is still just a scratch...” 

Rainbow Dash was too busy tearing off strips off Spitfire’s uniform in an attempt to save her life to listen to her words, a panicked expression on her face.  “Don’t.. Don’t talk! I’ll get you out of here. I just need. I just… Need to.. to … Hold on! Please.”

Spitfire looked up at her again, her eyes calm despite the panic that should have been setting in with the fact she was bleeding out. Those eyes seemed to dig deep into her brain, calming her down and assuring her that everything would be OK.

“You need to forget about me.. You need to get your ass out of here, and then you need to show those changelings what it means to be a Wonderbolt...”

She looked down and groaned softly, before looking up to Dash. “I do.. I do have some last words though… It’s a… It’s funny really. I can go charging headlong into enemy lines… But… But I never had the bravery to tell you… that.. “

She seemed to blank out for a moment, and Rainbow Dash, with tears streaming down her eyes, shook her softly to try and bring her back. Spitfire’s eyes slowly focused and she shook her head weakly. 
“What is it?” Rainbow asked, trying to give her commander a bleak smile despite the situation she had found herself in. 

Spitfire chuckled weakly “I love you Rainbow. I know it…” She coughed “Is fucking filthy of me…. But can you do me a favour… and...” 

She looked down, her hooves shaking “If we pretend that we are lovers… And… You eat me out...”

Rainbow Dash stared at her, a brow raised in shock and her mouth almost hanging open. This.. This was… No… This was not something she could do. She was straight.. She had always been straight. 

But her commander, no, her friend, was dying right before her, and the one thing she wished for was to finish a fantasy that she had never gotten to sate. Did she really have any right to deny that? They were screwed anyway, everything was dark and horrible, and she had a chance to make Spitfire’s final moments better.

There was no way she could turn that down. A weak, forced smile spread across her face as she looked up to Spitfire “Su-sure… I’m.. I am more then happy to help you out sweetie.. Just… Spread your legs apart for me honey...”

Her dirty talk was about as stiff as her heart was right now, but Spitfire smiled softly and spread her legs apart, muttering a “Thank you” Weakly under her breath. 

Rainbow Dash was horrified. She had no idea what she was doing, but she stared down at Spitfire’s cunt as it laid out before her. The mare had already started to become wet from the thoughts of her fantasy being fulfilled. 

The blue pegasus did not move, she simply stared down at the cunt with its … Well, it was a cunt. Rainbow just tried to pretend that she was at home, trying to please herself, and she went about it like such. 

She slowly trailed a lick along the outside of Spitfire’s snatch to begin with, drawing a soft moan from the mare who weakly wrapped her thighs around Rainbow Dash's head, holding her in place.

The blue pegasus hated to admit it, but Spitfire’s cunt smelled absolutely amazing. Her musk was not like that of a mare’s, jut like the yellow pegasus herself, it was powerful and almost overpowering. 

Rainbow Dash found herself starting to get wet, and she felt immensely filthy for getting turned on considering the state her friend was currently in. She clamped her eyes shut and tried to ignore that however. It was just her, and a perfectly healthy Spitfire who was in no way bleeding about above her.

She begin to slowly trace licks around the outside of her cunt, focusing on the outer folds and coating them in her saliva. She did not have any experience in eating pussy, but from the weak moans Spitfire was giving her, she must have been doing something right. 

The blue pegasus kept softly licking at the snatch, trying to figure out which areas caused the loudest moans and which areas got the quietest. Of course, Spitfire was currently horribly bleeding out and soon got annoyed with Rainbow's constant teasing. 

Her thighs suddenly wrapped much tighter around the back of the pegaus' neck, forcing her muzzle right up against the cunt as Spitfire gave her a hand by forcefully rubbing her muzzle into her snatch. 

She did not mind however, the musk was slowly eroding away at her thinking power, and she was soon getting into it, her tongue dancing around inside Spitfire madly as she let out a series of soft moans of her own, sending vibrations into the snatch laid out before her. 

Spitfire was more then generous with the praises as well, softly arching her back as loud moans were ripped from her body by the surprisingly skilled tongue of the blue whore beneath her. Chrysails, was she good with that tongue considering she had apparently never done this before. 

Rainbow Dash sent her tongue lashing wildly over Spitfire’s clit, and the yellow pegasus above her let out a very loud moan and pressed her legs even tighter around the back of her lover’s head, practically smothering her in cunt. 

The blue whore who was currently licking frantically at her cunt was currently facing a number of issues. For some reason, thinking was becoming really difficult for her, like a heavy fireproof stage curtain was slowly being draped over her mind, and all her thoughts were being forced to struggle their way out of it. 

She realized that this must have been because of the overwhelming musk that was currently filling her head. Her cunt had suddenly become soaked because of it, practically dripping down her thighs as she gave up on holding back her moans, letting the whorish noises flow out of her almost like she was proud of them, because she was. 

Her lips locked tightly over Spitfire’s clit, lightly sucking on it as her tongue swirled all around it. The dark yellow pegasus had her eyes rolled back as she slumped against the wall, whimpering and moaning loudly to herself like some kind of back alley whore. 

Holy fuck was Rainbow good with that tongue of hers. She would be good at serving stallions and mares with it, which was good because that was exactly what she was going to be spending the rest of her life doing. 

She pressed her cunt firmly against Rainbow’s muzzle, trying to smother her with it. Even with a total lack of air, the blue pegasus was still totally focused on her task, frantically trying to make Spitfire cum with her tongue.

And Spitfire was more then happy to give her the reward she was trying to obtain. The mare let the lust spike higher and higher in her body with each lick, moaning out Rainbow’s name as she rubbed her hoof at the back of her head, messing up her mane to give her the proper look of a whore.

And then she let the orgasm tear through her, letting out a loud squeal like a pig that had suddenly caught fire as her cunt seemed to pulse. Rainbow Dash gave one last flick of her tongue over the mare’s clit, then pulled away. 

Strings of femjizz seemed to squirt from out of Spitfire’s snatch, splattering onto the blue mare’s face and plastering it in the musky substance. Honestly, the changeling had not expected her orgasm to be this strong, and she flopped weakly against the wall as her hips frantically worked, grinding against the chest of the hive’s newest whore. 

After coming down from her orgasm, Twilight took a few moments to recover, panting loudly as she looked down at Rainbow Dash. The rainbow maned pegasus was a mess, her mane was all over the place, and her face was plastered with cum, but despite this, she still had the cutest little smile on her face, like she had no idea what was going on but was enjoying it anyway. 

Her eyes also had a faint purple glow to them, and had taken on a half lidded appearance, like she was in a constant state of orgasmic bliss. She really had done great work with the hypnotic control this time, and Rainbow was ready for the second step of preparing her for her new duties in the hive. 

A very hypnotised looking Rainbow Dash was dragged into one of the many rooms of the huge, sprawling hive. There were two mares in this room, along with what looked like a barber’s chair. The two mares had a wide array of tools laid out out on a desk, and their was a mirror in front of the chair. Rainbow Dash was guided over to the chair by her commander and forced to sit in it.  

By this point her mind was totally a mess, a mushy nonsensical place filled with empty thoughts. A clean lump of clay waiting for someone to come along and mould it into something new and better suited to Rainbow Dash's new position in life. 

The blue pegasus stared at herself in the mirror. Her mind was still trying to figure out what was going on, but she did not really care. She was too busy looking at how purple and pretty her eyes were. She wished that the rest of her body looked like that!

The two mares next to her giggled lightly and begin to fiddle with her hair using a number of very skilled techniques. Rainbow did not know why they were giggling, but she found herself giggling along with them for some reason, even though she did not know what they were laughing at. It just felt good to giggle and let her mind go totally blank. She did not need all those complex thoughts after all, all she really wanted right now was to be happy. And giggling made her happy, so she was going to giggle away to her heart’s content. 

The two mares used their skilled hooves to work her mane into a ponytail, then hung it back over her shoulders as they got to work on her face. For some reason, them applying make-up to her face made her want to freak out, but before she could say anything to try and discourage them, another wave of giggles tore through her. Gosh, giggling felt really, really good. 

She soon realized that it might have felt a little bit too good, because her cunt was currently leaking all over the barber’s chair. She looked down at the cum currently soaking into the leather of the chair and gave another giggle.
“Whoopsie daisy! I made a mess.” 

The two mares tending to her did not seem to mind, in fact they were really enjoying the sight of one of the most fearsome warriors in Equestria leaking cunt juice everywhere while giggling like an idiot. It was a testament to just how weak the ponies really were. 

They applied purple eyeliner to her eyes and bright purple lipstick to her lips, and then they reached out to touch her hooves. Twilight was sweating slightly at this point, really wishing they had done step three first now. Keeping control of her mind was proving difficult. 

She wanted her done up all nice so that the make-up could be ruined later however. Twilight had always respected Rainbow Dash, and she knew that with a little coaxing, she would make an amazing slut and a bodyguard. Not that she needed a bodyguard, but one could never be too safe. The stupid ponies were likely going to send assassins to try and hurt her or her Queen, and it was important that she sent them a strong message. 

After they were done with Rainbow Dash, she was a totally different mare. She looked less like a fearsome warrior and more like a back alley slut. Her mane was up in a ponytail, her eyes were covered in thick purple liner, and her lips were covered in matching lipstick. Along with this, her face had been covered in a number of other make-ups to give her a healthy glow. 

It was already starting to make Twilight feel really moist. Her juices were almost dripping down her legs, and she was seriously starting to doubt her ability to take the constant teasing much longer. 

Now that Dash was looking the part, she was dragged into a second much larger room, the only decoration of which was a large device that looked like a chair with a bunch of wires and other device attached to it. 

Milling around the device were several dozen changelings in lab coats, milling frantically around the chair and making adjustments, fiddling with wires, knobs and other devices that looked complex even by Twilight’s standards, and that was saying something. 

She trotted into the room with Rainbow Dash following after her, looking towards the head technician with a raised brow “Is it working yet? I laid out plans for you twelve hours ago. If it is not finished, I am going to be very disappointed in you all.”

The head technician, a changeling that looked exactly like all the other changelings, frowned down at his clip board, then up to her again. “I-it is almost done! We just need to make a few more adjustments… Adapting one device to do another job is a very complex process! And the last pony that sat in this chair ended up never returning to his body!”

Twilight let a frown spread across her face, then set it loose on the poor stallion, who suddenly looked very scared. She was still keeping tight control over Rainbow Dash as she slowly spoke.

“So what you are telling me, is that the best scientists in the changeling hive, mixed with help from yours truly, is not enough to reverse engineer and modify something built by a single pegasus with no academic records to her name?”

The technician blinked, once, then twice, his mouth working to try and come up with a counter. 
“Well you see.. That’s just the thing. There are wires and hundreds of tiny parts everywhere. The design has a lot of wires and parts that it does not even need, and non of them are marked so we ha-”

Twilight waved a hoof “I don’t care, just get everything working or you are fired.”

As the words left her mouth, one of the stallions raised his hoof, and the technician let a relaxed expression spread across his face.
“It appears we are finished! What excellent timing.” 

Twilight did not look happy. Her magic wrapped around the technician and lifted him into the air, strapping him down into the chair and dropping what appeared to be a pasta strainer over his head. 
“Excellent, you can be the first one to test it out!”

She pulled the Rainbow Dash over to her and chuckled softly. “You’d like to watch the technician test out the fun chair your going to sit in, wouldn't you!” 
Rainbow Dash giggled softly and clapped her hooves together in an excited fashion. 
“Yes! I want to watch the smart pony have fun!”

The technician did not look like he was quite as excited about the fact that he was going to test out his chair, but thankfully they had included a leather strap that served as a gag just for this purpose. Twilight forced the gag into his mouth to stop him crying out, then turned to Rainbow Dash with a smile.

“Turn the machine on,” She ordered. 

The other technicians looked at her in a fearful fashion, not too sure about whether or not to follow out her order. After a moment, Twilight turned to the ponies again  “Did I not make myself clear? Turn the chair on! Or do I have to get up and do it myself? I can assure you that I will punish all of you if that is the case.”

The technicians still looked fearful,  but one of them slowly trotted towards the chair and flipped the switch, despite the terrified look of his boss currently sat in the chair. With a loud hum, the device slowly begin to come to life, and all the technicians seemed to take several steps back, clearly not that confident in their abilities. 

The head technician looked more and more horrified, until the device finally let out a loud noise, almost like electricity arcing. At this point he went stiff like a board, his eyes rolling up slowly as he let out a loud moan.

Clearly the device seemed not to be painful, as mere moments after the first groan, his shaft spilled from out of its sheath and bloomed proudly between his legs, twitching and throbbing softly as the technician in the chair groaned louder. 

The other ponies in the room were now looking more uncomfortable then scared. Had it not been for the straps holding his legs down, Twilight had no doubt that the stallion would be frantically bucking his hips as the device begin to work on reprogramming his brain.

His quite moans soon worked there way up to loud moans, his back arching as he tried to wiggle his way out of the chair… And then the loud moans worked their way up to… Well… Agonized screams. 

Twilight looked almost as worried as all the other smart ponies in the room at this point. Rainbow Dash just looked slightly scared, hiding behind Twilight but still keeping an eye on the smart pony as he writhed around in the chair.

Suddenly he let out a very loud moan, bucking his hips frantically as thick ropes of cum forced from his cock and splattered onto the ground. Twilight let out a soft sigh under her breath at this point, everything was going to be fine, the device was working… Albeit in a really strange way.

The moment she finished with this thought, the stallion in the chair suddenly had his head explode in an extremely violent fashion. Bits of bone and bits of brain splattered over everyone in a cone in front of the chair. 

Those behind the chair had been slightly lucky in the fact that the back of the chair protected them from being bombarded with brain chunks. They had not been so lucky in the fact that their new princess had been sat in front of the chair, and currently had her face and chest splattered with blood.

The room was silent. Nobody said anything. Everyone was too shocked or scared to do so.

Timidly, Rainbow Dash poked her head from behind Twilight. “Well… That did not look fun at all!”
> chapter 12(Rainbow Dash, part 2)
> --------------------------------------------------------------------------

It seemed like the changelings had hit a brick wall with their progress after everything that had happened with the chair malfunctioning. The various parts that made up the chair had been worked through by Twilight, who was very annoyed that she could not even trust her technicians with the simple task of getting into to function in a safe manner. 

Even she soon realized why they had struggled however. It was as if a foal had gotten their hands on a set of building blocks, then been told to build a bridge for something heavy to go across. Sure, in the end they might figure it out, but it would be far from the best solution. 

In the end she had to strip down and rebuild the whole thing from the ground up. That had taken a long time and really annoyed her, but after several rounds of testing, she had finally fixed it enough to stop ponie’s heads from exploding. And they had also gotten an interesting way to execute criminals out of it. It was a win all around. 

She stepped back and wiped her brow, more out of habit then anything. Finally, her hard word had payed off. There was no way that the chair was going to fail now!

With a wave of her hoof, she had Rainbow Dash brought into the room. The mare was still looking around in confusion, and she was pretty sure that they hypnosis was about to wear off on her, so they needed to do this quickly. 

Rainbow was not happy about this however, and with good reason after what had happened. 
“I-Is my head going to explode?” She asked timidly. 

Twilight tried her best to give her a comfortable smile, but with all the stress she was under to get this working, it was more of a grimace. It did not matter however, whether she wanted it or not, Rainbow Dash was going into the chair. 

Her horn glowed to life and picked the pegasus up, sitting her down in the chair “Don’t worry deer, I promise that your head won’t explode. The problem was the magical field was meant to be shared between two chairs, and since we were only using one, it-” 

She realized that explaining all of this was pointless, as the blue pegasus was not going to understand it in the slightest. The bug princess shook her head slowly and laughed “Don’t worry. I made sure that it is safe.”

The purple glow from around her horn begin to fasten the various leather straps and restraints in the chair, making sure that the pegasus would not be able to struggle free. 

After checking that everything appeared to be functioning, her horn glowed and pulled down the headpiece, which fit comfortably around Rainbow Dash’s head without too much adjustment. 

It was then that Twilight felt something she had not felt in a long time. The normally calm and cocksure princess was nervous. It felt like butterflies dancing about in her belly, and she had not idea why she was being nervous. She had double, then triple checked everything herself. The machine was perfectly safe and everything was functioning as they wanted. She had taken over one hundred unneeded parts out of it and replaced most of the wiring. 

So, why was she being unsure? She shook her head to clear the bad and fairly annoying thoughts away, and then she pulled the switch down with all her might. The machine begin to hum softly, and Twilight stared nervously ahead to watch what was going to happen.

Rainbow Dash looked nervous, and tugged against her binds in an unsure fashion, but they held her firmly and prevented her from getting free. The buzzing sound picked up, getting louder and higher in pitch as it built up energy. 

And then there was a terrible crackle and the pegasus fell limp, her face falling slack as every limb in her body went limp. There was no screaming or head exploding yet, and Twilight let out a soft sigh under her breath. She had done it. 

Rainbow Dash’s eyes flew wide as she suddenly let out a loud moan, the machine starting to slowly rework her mind. Soon she would have the template of a basic drone copied over her personality, and she would become a perfect member of the hive, strong and loyal, like she had always been. 

And then Rainbow let out a grunt, and blood slowly dribbled out of her nose. That was not meant to happen. Twilight sucked in and held a breath. That was not meant to happen. Panic set into her, and her eyes flew wide. 

She went to turn it off, and then realized that if she turned it off before it finished, Rainbow Dash was going to be screwed any way. And so she was forced to watch as the machine she had double and triple checked went wrong. 

With all the checks she had done, the wiring and parts should have been fine. That meant that the problem was not with the wiring or the parts, and had instead been with her design. For the first time in her life, Twilight had made a mistake. 

And now she was forced to sit there and watch as her mistakes unfolded before her. Rainbow did not move or struggle in the slightest as blood slowly trickled down her face, and somehow this was even more disturbing then the screaming that the technician had done. 

After several moments of staring blankly ahead, her mouth hanging open and drool dripping down her chin, the machine begin to power down. The other technicians were all either looking at her, or looking at Rainbow, and she could honestly not tell which was worse. 

After several moments of silence, she slowly trotted forward and removed the restraints from the pegasus. Hopefully, everything would be fine. This would just be some side effect that would wear off after several moments and leave Rainbowdash exactly how she wanted. 

The moment the restraints were removed, Rainbowdash flopped face first out of the chair and landed on the ground, limp and lifeless as a sock. Twilight blinked several times, then slowly used her magic to navigate the pegasus to her hooves, using her like a puppet. 

“See everyone, she’s totally fine. Nobody use that chair and I am going to be gone for the next few hours.”

She calmly walked out of the room, head held high as she tried to ignore the fact several of them were looking at her, and the pegasus that was “Walking next to her, if it could even be called walking considering the fact that the pegasus had no control over her limbs at the moment.

After walking out of the room, Twilight lifted Rainbowdash onto her back and teleported straight to her work room in a bright flash of purple light. There were all the normal things one would need in their room, bookshelves and books, tools and gadgets, along with a mini-fridge and an evil work bench with leather straps. 

She tossed Rainbow onto the last of 
these and let out a long, defeated sigh, lazily strapping her into place before pulling a soda out of the mini-fridge. The poor changeling then dragged herself over to a chair and slumped down in it with a sigh, tearing the lid off her soda and emptying half of it down her throat in one smooth motion. 

The strong cherry fluid flowed down her throat, along with enough sugar to kick start a nuclear reaction. Twilight then begin to think. There should have been no way she could mess up like that. Mistakes were not something she made, errors were unknown to her. 

As a scientist, she had done everything right. She had followed the plan, then she had double and triple checked that she had followed the plan exactly, and yet things had still managed to go wrong. 

For a moment she allowed herself to freak out. She allowed the panic of what had just happened to wash over her. She needed to fix this, and fast. Her queen was expecting to see that she had done something fantastic with Rainbow and instead she had fried Rainbow Dash’s head. `

Worse, she was still not sure what exactly had gone wrong, and therefore she had no idea how to fix it. The stress was starting to give her a headache. There was no way she should have allowed this to happen.

Right now she did not feel much like facing her problems however. And rather then facing them, which would have been the smart choice, she instead downed the rest of her soda and swapped it out for a bottle of hard alcohol. 

She had no idea if changelings could even get drunk, but she was going to try her best. She downed half the bottle in one go, the fluid burning as it went down her throat, filling her chest with a burning warmth. She wiped her mouth with a hoof, then set the bottle down on the table.

It was time to do drunk science. Her hooves pulled her up and then attempted to sit her back down. She managed to avoid falling flat on her face, then wobbled slightly and looked towards her chest of scientific tools. Twilight dragged herself towards it, the whole world seeming to spin around her. She pulled open the first draw she found and stared at the shiny tools within it. 

Honestly, she did not have any clue what she was doing. Sciencey things. Her horn glowed to life, picking out two dozen different tools and preparing them for what she was going to do next. 

The changeling walked back to Rainbowdash, who was currently lying on the lab bench, her mouth was flapping uselessly and she seemed to be drooling everywhere in a show of just how much Twilight had messed up her head.

She could fix this. With alcohol on her side, she could do anything. The tools floated next to her, and she begin to work in a drunken fashion. Surprisingly, Rainbow Dash now seemed immune to pain. That meant that she did not need to use numbing agents or any of that other fancy and normally legally required drugs.

Her tools moved down and begin to remove all the things that Rainbow Dash did not need to be a productive member of the hive, starting with all the less then important organs. Who even needs two kidneys after all? She certainly did not!

Blood coated her apron and a smile coated her face. Rainbow Dash should have been in agony, but instead she was simply staring blankly ahead like she was a lamp staring at a moth. She did not even bother to struggle, which meant it was an absolute treat for Twilight to work on her. Her magic, despite holding so many tools, made each one dance in an expert fashion, working only where they needed and exactly how they needed to work. 

Soon, Twilight came to realize that she did not have an end goal in mind. Sure, cutting up her friends like this was really fun, but it would be that much better if she had an end goal in mind. Unfortunately, she was far too drunk to be able to put a plan together. 

So instead of putting one plan together, she followed through with several small fragments of plans. Soon she was there with three different IV lines, a bucket full of stuff Rainbowdash hopefully would not need, and several empty needles. 

All of this without having a clue what she had really done. Hopefully it would at least be interesting. The blue pegasus had still not bothered to move in the slightest, still staring blankly ahead like some kind of mindless animal. 
Twilight was drunk, but she was still smart enough to know that touching Rainbow’s brain while this drunk was a bad idea, so she had not bothered with brain surgery. 

After she was done, she soon came to realize that attempting any kind of science while drunk was a bad idea.  She had not bothered to clean any of her tools and the stitching on rainbow’s wounds was lacklustre at best. 

Rainbow Dash was almost certainly going to die. Yet again, Twilight had fucked up, and she doubted there was any coming back from this. Instead of panicking, she picked Rainbow Dash up in her magic and begin to walk calmly through the hive. 

OK. She was panicking, just a little bit. Only a little bit though. OK. She was panicking quite a bit. She had really messed up here. Her Queen was not going to be too angry with her however. After all, all she had done was kill one of the ponies that her queen had wanted the new chair to be tested on, and fucked up the new machine. 

Thinking about it, she was fucked. Rainbow was tossed onto the huge corpse that the changelings had built to store all the bodies. They would break down and then be used to grow plants. Nobody would know how she had fucked up. 

Just to be sure, she piled several corpses on top of Rainbow Dash and then turned away as calmly as she could. Nobody needed to know how much she had messed up. There was still a way she could fix this.

On the way back to her room she picked out one of the first drones she saw, giving it an uncomfortable and almost demonic smile as she stepped towards him. The drone stepped back and looked very nervous all of a sudden.

“I-I umm… You… Can I help you my princess?” 

Twilight chuckled darkly and her magic wrapped tightly around him. His voice was only going to annoy her, so she was not going to give him the chance to speak.

Meanwhile, Rainbow Dash was clinging onto life. Not because she wanted to, not because some kind of determination was driving her beyond the limits of what a pony should be able to take, but because she did not understand that at this moment she was meant to be dying. 

The one thing she did grasp however, was that she did not feel well in the slightest. Her insides felt like they were on fire and she was suddenly very hungry indeed. She might have been stupid, but she knew how to fix that problem. 

And so, she started to eat. She gouged herself on the meat of the dead around her, and slowly her body begin to take on a new form in response. 

Twilight had fixed the problem with Rainbow Dash by finding a replacement. The drone she had been working with had been less then happy about her forcing him to transform, but after making a few small cuts to his brain that problem had been fixed as well. Now she had another drooling, giggly Rainbow Dash and she had a second go at fixing the chair that she had messed up on.

Everything was fine. A sudden insane laugh tore from her lips, and even though she did not know exactly what she was laughing at, she soon found herself laughing along with it, the dreadful sound of her insanity filling the small room she was in. 

“And why do you think that is?” The changeling in a doctor’s coat across from Chrysails asked. Chrysails, who was currently sprawled out across a very comfy couch, let out a long, sad sigh. 

“I don’t fucking know. You’re the expert. You tell me!” 

A moment of silence, followed by another sigh from the Changeling Queen. “Sorry, that was uncalled for. It’s just… Celestia has been my arch enemy for so long. There was all this build up, all these years of planning this attack...” Her voice wavered.

“And then in the space of a few days, I took her down and destroyed her armies. All that build up, all that planning of a final epic speech, and it turns out that I overestimated her. I-I… Just don’t know what to do next Doctor.”

The changeling scribbled something down on a notepad. “So, would you say that you have lost a sense of purpose?”
Chrysails thought for a moment “I… I think so. I have all these ponies to torture, I have the three Princesses of Equestria to do whatever I want with… And…. I’ve just...”

Her psychologist looked at her over the top of a pair of half moon glasses, beckoning her to carry on explaining. 
“I don’t know… I used to love torture, watching ponies scream and die… But then I discovered that most of them like it. Fluttershy practically begged for it, and more then enough of Canterlot has signed up for our conversion program without even being forced.”

He nodded like he understood, pushing his glasses further up his muzzle “I never did understand that about ponies.”
“I know! It’s like, hello, I am the big evil Queen that infected your family with horrible parasites, killed most of your armies, and then took over your kingdom. And then about thirty percent of them are like ‘That’s kind of hot.’”

Her horn angrily flared to life and lifted a mug of hot coco to her lips, even marshmallows and whipped cream doing little to calm her annoyance. “And I can’t torture the other seventy percent, because then that’s unfair, but then I can’t torture the ponies that enjoy it because it is no fun!” 

Another understanding nod. The changeling simply sat through her whole rant and gave her a look like he understood. She knew that he could never understand, but just having someone there to vent her frustration to was more then enough to make her feel a little better.

“I’m… I’m not totally evil. I have the choice to do horrible things to ponies that enjoy it, or ponies that won’t, I have to choose the first one… But it’s just making me feel so empty inside.”

Finally, her therapist gave a smile. “Well, what if you invaded the crystal empire. I bet that that would cheer you up… Or you could take up a sport, an art… You just need something to take your mind off things.”

Chrysails smirked dismissively “Yeah, but I bet that the crystal ponies would enjoy being enslaved too. They put up with it for thousands of years.” 
Her therapist shrugged “Well you need something to do. You’re not goi-”

They were all suddenly cut off by a very exhausted looking guard storming into the room, throwing the door open like he owned the place and stumbling inside like he was about to collapse. 

Chrysails turned to him with a look that would have turned ice to steam simply with the rage that it portrayed “This better be important! You all know I disconnect from the hive mind for therapy time for a reason!” 

The guard rasped, desperately trying to catch his breath “There’s… T… Twilight… mad… Giant… Changeling.. Monster.” 

The Bug Queen downed her coco aggressively, slamming the mug back down on the coffee table as she got back to her hooves, stretching out her body as a large smile spread across her face. 

“Now, that sounds like something fun!”

Rainbow Dash had eaten the whole pile of corpses in the space of a few hours. Her insane metabolic rate had caused her body to distend and grow to the point that it filled the corpse pit. Her back hooves had shrunk away to nothing and been replaced with a huge ant like abdomen that was now filling with thousands of softly glowing eggs, all already fertile. 

Being the size of two houses, she was still very hungry. The crunchy insects trying to hit her with metal objects were not very tasty at all, and trying to pick them up with her two dozen front feelers was proving difficult as she was still getting used to not having hooves. 

Chrysails stood in front of the giant monster with a dozen glassy, fish like eyes, and a mouth with so many mandibles that it disgusted even her. Next to her stood Twilight Sparkle, who was twitching like she had taken a bottle full of caffeine pills. Chrysails had found her screaming at a potted plant about how everything was fine. 

Clearly, she was not the only one who needed a visit to the therapist. Right now they had bigger problems however. 
“Twilight. Why is there a giant fucking monster in my hive?” 

Twilight said nothing for several moments, deciding on whether or not she was going to tell the truth. After a few short moments, she realized that her Queen could just force the truth out of her anyway, so there was no point in attempting to tell a lie. 

“Well. I broke Rainbow Dash like you asked, and then I attempted to fix the chair, but I made a mistake… So then I tried to fix it and fucked up even more. And then I got drunk and tried to do science and this happened.”

Chrysails sighed softly “Did I not tell you not do do drunk science ever again after the last time you accidentally created a monster.”

Twilight nodded weakly “But… On the upside I created a lot more eggs for the hive! Yay…” She looked up to Chrysails meekly. 

The bug Queen stared up at the giant monster that was currently dribbling green saliva everywhere, then back to the still rather drunk Twilight. 
“Go see my therapist while I deal with this.”

Twilight scampered away as quickly as she could before Chrysails changed her mind and decided to make her punishment far worse. Now that she was alone, Chrysails looked up to the giant monster that had once been Rainbow Dash. 

The dozen glassy eyes seemed to focus on her, and they were enough to make even her shudder. This… Chrysails had never seen anything like this before. The monstrous creature was not even attached to the hive mind fully. It was like it was just a spectator outside a very large crowd. 

It made her very uncomfortable indeed. She did not know how she was going to deal with this problem, but on the upside, their population was no longer going to be an issue. 

On the downside, someone was going to need to fetch all those eggs and look after this monster, and she doubted that there was anyone crazy enough for the job. 

She turned to look around the room, and spotted a changeling worker that had decided to stay in the room, calmly mopping up the blood of his friends with a blank, broken expression on his face. 

“You there. You’re promoted to caretaker of whatever the fuck this thing is. Have sex with it or something. I don’t care, just make sure the eggs are looked after and it does not get the chance to ruin any more of the hive.”

The worker put down his broom and gave a happy squeak, rushing towards the monster. The giant creature looked down at the small bug horse, its dozens of spider like limbs and mandibles clattering loudly in an unsure fashion. 

“Hello! I’m going to-”

SMACK. Suddenly one of its huge limbs came down on top of the worker with a sickening crunch, the large beast shovelling his remains calmly into its mouth. 

This was going to be a long day, she could already tell. 

The bug queen had a really hard time teaching her new subject that eating the pretty bug horses was not a good thing to do. No mattered what she tried to do to get it through the gigantic monsters thick skull, it seemed to forget it a few moments later. 

She was just about ready to give up and order someone to destroy the monster when she realized that the air smelled thickly of something she recognised all too well. A soft, and very threatening chuckle found itself rolling out of Chrysails mouth as she finally cracked what this creature wanted. 

A guard stallion slowly walked into the room, stripped of his armour and weapons in case the creature somehow felt threatened. The poor stallion looked like he was about to have a heart attack as the huge creature stared down at him, judging him silently with those many blank eyes that somehow seemed to tear into the very soul. 

After a few moments, and a lot of chattering from the creature, it reached down one of those huge spider like limbs that had so brutally crushed the other worker that had been sent in. 

The difference was, this time Rainbow Dash seemed to have gotten used to her new body. The changeling queen slowly lowered her protective spell as the long limb slowly wrapped around the poor stallion and lifted him into the air. 

By this point, Chrysails was pretty sure that he was in fact having a heart attack. His legs seemed to be twitching frantically, and he was letting out a series of very nervous chitters. 

Rainbow Dash slowly lifted him right up to her face, her many eyes seeming into focus in on him, and in those moments, he knew that his fate was being decided and that this huge monster was judging him. 

And then Rainbow Dash slowly lowered him down into the pit, and for some reason he found himself letting out a relived sigh. If he had only of known what was about to happen next. 

Rainbow Dash lowered the tiny pony towards her rear end, her huge belly packed full of softly glowing bright green eggs which made her skin almost translucent, stretched grotesquely thin over her bones.

And right at the end of that abdomen was something the stallion hoped was not what he thought it was. 

Below the hole where Rainbow Dash forced her eggs out was a huge, gaping snatch that seemed to be leaking a fountain of juices. Clearly this mare was in heat or something, because he doubted that that amount of juices was normal, even coming from a mare her size. 

At this point, he had quite rightly decided to freak out about his situation. 
“My Queen! Please help me. I don’t know what this creature is planning to do with me, but I don’t like it!”

Chrysails was looking over the edge of the hole with a mirthful expression on her face as she watched him try to struggle out of the huge spider like limb, all attempts at which totally failed to bear fruit. 

“She is a Mare, my loyal guard, and she clearly wants you to sate her. So get to work! You would not leave a mare waiting, would you?”

The guard felt his hear sink. Even if he replied with a ‘Yes I would’ The Queen would just order him to do it anyway. There was no way that he was going to be getting out of this without fucking a giant monster. 

Before he could do any more thinking, the monster that was Rainbow Dash pressed him roughly forward, and he let out a loud curse as his face smushed wetly into the soaking outer lips of her cunt. She had gotten bored of waiting for him to make the first move, and was now making him satisfy her by force. 

He was rubbed roughly up and down her giant, cave-like snatch, his whole body soon dripping and drenched in her warm juices. It was going to take him weeks to wash this smell out, and he knew that the other guards were going to pick up on it and poke fun at him. 

Rainbow Dash moved him up to her clit, which was roughly three times the size of his head, if he had to guess, which he did not have to do, and did not want to do, but this measurement was forced upon him when his face was roughly rubbed against the giant thing, which seemed to throb slightly. 

At this point, he hit ‘Fuck No’ and begin trying to block the whole situation from his mind. He was not dealing with this. It was all a bad dream and he was going to wake up at any moment in his bed. 

But this was one nightmare that was not going to be over anytime soon, and apparently Rainbow Dash had really enjoyed rubbing him into her clit, because she gripped him even tighter, to the point that he was worried about the air being forced from his lungs.

He let out a noise somewhere between that of a squeaky chair and that of a wheeze as the air really was forced from his lungs. Rainbow Dash lifted him up and begin to rub his whole body up and down her clit. 

Rather shamefully, he soon found that he was getting hard. He did not know exactly what it was, but the feeling of her hot, softly throbbing clit rubbing against this body seemed to really awaken some kind of primal urge within him. 

His cock was soon throbbing against her clit, each time he was rubbed up and down, he found himself getting closer to orgasm. Rainbow Dash seemed to be enjoying the situation too, softly shuddering and whimpering as she used the male like a cum rag, rubbing him frantically up and down her snatch. 

Chrysails was watching from a safe distance away, a mirthful smile on her face as she stared up at the blissful expression that was currently locked onto Rainbow Dash’s face. 

Well, that was that problem solved. Today was starting to get just a little bit better it seemed. A soft smile appeared on her face as she listened to her guard frantically try to call for help between forcefully getting rubbed against the monster’s cunt. 

It was not the fact she did not like the guard that was making her smile, rather it was just how insane this whole situation was. If she tried explaining it to anyone, they would likely think she had lost the plot. 

Rainbow Dash’s breathing seemed to be getting much more frantic now, soft pants and moans escaping her lips as she rubbed the male up and down her snatch even faster, trying her best to relive the tension that had so suddenly built up after her transformation.  

The poor male realized that he was going to orgasm well before her, and his face suddenly flushed with shame as he attempted to hide his face in his hooves, before realizing that nobody was looking and that doing so was stupid. His cock twitched frantically, constantly sending signals of unwanted pleasure through his body, building him closer and closer to his climax. 

Before he even had chance to prepare, his orgasm was upon him, and he let out a sharp squeal as thick ropes of cum suddenly poured from his cock, every one of his nerves screaming out in pleasure as he tossed his head back and howled like a mare at the heavens above. 

Even after his orgasm was over, Rainbow Dash did not let up, her own breathing had become much more frantic, and each of her many eyes seemed to be looking frantically in every direction at once as she lost control of them.

Really, Chrysails had much more important things to be doing at the moment, but she found herself staring at this huge monster as it trashed about in the throes of pleasure, trying frantically to reach an orgasm. 

In some ways, she found herself sympathising with it. There had been many a night she had spent trying to frantically reach an orgasm. Stallions really did not appreciate just how hard it was, and she was lucky to have both a shaft and a snatch to choose between. 

It seemed that Rainbow Dash was getting close, as the giant monsters face scrunched up and her breathing started to come in jagged inhales. 

And then, just like that, something finally seemed to push her other and she let out a howl of pleasure as her cunt convulsed suddenly. A terrible howl, like all the dammed in hell screaming out at once roared through the air, chilling the stallion to the bone as the cunt in front of him suddenly convulsed madly.

He was soon coated in even more juices as he was suddenly shoved into her cunt, her walls seeming to hug him from every side at once as he cried out in shock, trying his best to struggle free as they hugged and crushed at him from all sides. 

All his frantic struggles proved to be in vein as the powerful vagina muscles pulled him deeper and deeper, the dim green light of the hive being blocked out as he tried frantically to struggle free. 

It was all hopeless however, and for a few moments he thought he was going to get pulled deeper and deeper forever. Of course, this did not happen, and he bumped against a blockage he assumed was the entrance to her womb a few moments later. 

Here it was difficult, but not impossible to breathe. Musk filled his nostrils with its choking stench, and he soon had to stop struggling so frantically for fear of accidentally running out of air. 

If he did not struggle too much, there would be just enough air for him. But without struggling there was no way he was going to get free. 

He was trapped. He panicked suddenly, trying his best to call out for the hive to help him… But… Chrysails had cut off his communication. The evil queen looked down into the bottom of the pit and let a smile spread across her face. 

Now she was smiling because she was being sadistic. This was… Delicious. And she could tell that even if she did want to rescue the guard, Rainbow Dash did not want to give him up. 

As long as she did not end up destroying the hive and stayed down here, Chrysails was more then happy to provide her with the odd male or two. With an evil look drawn darkly on her face, she called out to the guard over the hive mind.
“Sorry, but I think she likes you, so I am going to let her keep you.” 

And with that, she cut his connection from the hive mind fully, leaving him to his fate of living out the rest of his life as little more then a sex toy to a monster. 

Even after all of this had happened Chrysails was still in a really bad mood. about everything. The damn ponies had not even bothered putting up the slightest bit of resistance. She wanted a pony that would beg and scream for mercy, and react like a normal creature. 

She could not just torture a guard to death or abuse them like Rainbow Dash had. If she started to abuse her guards and changelings, then where would it stop? She was not evil, well not to her subjects anyway. Loyalty was a two way street, and if she started to abuse her own children, then why would anyone bother showing her loyalty. 

That was all she needed right now. She needed to pick someone who would not enjoy horrible torture and who she could really enjoy tearing into. Right now the only prisoners they had who were not likely to enjoy being raped to death were Applejack and Pinky Pie. 

Applejack had been annoying all her guards with constant whining, and Pinky Pie was annoying her guards with an overly cheery attitude and near constant singing. Both of these things had forced her to constantly swap out her guards, and was causing a massive amount of mental strain on them. 

Picking between them was going to be really hard. They both had really annoying tendencies, and they would both be great fun to torture. Right now however, she felt like crushing the hope of some stupid pink whore. Surely that would help to cheer her up.

She shoved another mouthful of cake into her maw, wiping her hoof clean on her chest as she marched her way to Pinkie Pie’s cell. The pink pony was currently in a straight jacket and gag to stop her from singing. 

Despite this, she was still humming loudly into her gag, which seemed to be really getting to the guard stood outside her door. He had cotton wool stuffed into his ears. Despite all his attempts to block out the sound, he still had thick bags under his eyes. 

“You’re dismissed.” She told the guard, patting him softly on the shoulder. The look of relief that washed over his face was almost enough to maker her laugh. These highly trained guards almost being driven mad by the singing of a bright pink pony. 

And now she was going to break that bright pink pony and it was going to make her orgasm so hard. She shoved the door open dramatically with her magic, then stormed into the room and looked down at the bright pink pony. 

The pink pony looked up to her and her humming seemed to increase in pitch, as if trying to frighten him off. A grin spread across her face as she sat down on the bed next to her.

“The only reason I have not let my guards torture you to death is because I wanted to do it myself. And now I am going to do horrible things for you until you beg for mercy, and then I am going to keep torturing you until you forget how to beg and can do nothing but whimper. 

She let her words sink in for several moments, then removed the gag from her to let her speak. 

Almost instantly, a huge smile broke out across her face like acne across the face of a teenager, “I looooove snuff! I hope you can make me scream so hard my voice goes pop!”

Chrysails felt her left eye start to twitch, the demonic grin sliding off her face.
> Chapter 13(Applejack, part 1)
> --------------------------------------------------------------------------

Chrysails had decided that raping Pinkie Pie and doing horrible things to her was not a good idea. She really just wanted to rape someone who was not going to enjoy it. 

Applejack was the only other prisoner that they had who was important enough to satisfy her hunger. She needed to destroy and ruin someone who mattered, not just some random pony that did not matter to anyone.

She calmly dismissed the guard to Applejack’s cell, the poor stallion looking like he was about to fall apart with her constant whining. Even without the use of her hooves she had still found a way to fight back against the ponies that had locked her up, and she could respect that. 

She was still going to rape her and put her through hell however, no matter how impressive she might be. 

She stormed into the cell, the orange mare instantly spotting her and jumping to her hooves. She rushed recklessly forward like a steam train, clearly planning to strike Chrysails down in one motion. 

The bug Queen had no doubt that if she got the chance to land a blow it would be over for her, so she was not going to give her that chance. Instead of shrinking away from the first blow she instead stepped close and picked the small mare up like she was little more then a bag full of feathers, a huge and almost demonic grin on her face. 

It was so good to meet someone who could really put up a fight, it truly had been too long. With no weapons, and no words that could save her, Applejack spat right in Chrysails face. 

She was not bothered in the slightest. Instead of stopping her, it instead made her laugh, the sound echoing around the small cell until it distorted from a sound of joy to something far more demonic. 

“Let me go right now ya’ stupid whore!” Applejack demanded. Her words did not stop the changeling queen any more then the spit had, and Chrysails slammed her roughly into the bed that had been provided in her cell.

Applejack let out a noise somewhere between a gag and a cry of shock, before Chrysails vomited right on her face. It might have sounded really gross, and in many ways it was, but the substance she vomited was more of a thick green mucus that begin to harden in moments, closing up Applejack’s mouth to gag her.

She really was not feeling like having someone argue with her right now. She just wanted to gag her, brutally rape her, then go and eat some chocolate cake and hot coco. 

Her hooves dug roughly into Applejack’s shoulders, drawing a whimper from the orange mare beneath her as her mouth opened wide, her long tongue extending forward before dragging up the side of her cheek, drawing a growl from her as it was coated in saliva. 

“Oh… I am going to have some much fun ruining your perfect body.” She said, drawing another aggressive noise from the mare. Chrysails had made the mistake of underestimating her however, and in one sudden, jerky motion, her head launched forward and roughly smashed into her muzzle.

Chrysails cursed loudly, the stupid orange cunt sure had a hard skull. She was pretty sure that her nose was broken or something. She held her hoof to her muzzle and wiped her hoof across her face. 

When she moved it away, there was green blood coating it. With a growl of aggression, she slammed her hooves against the shoulders of the orange mare and laughed madly. 

“I missed this so much!” She roared, before opening her mouth wide and launching her head forward in one smooth motion, her fangs sinking into her neck in one motion. 

Applejack cried out in pain, and her warm blood suddenly flowed into Chrysails mouth. 

She let out a genuine cry of pain at this, and it filled Chrysails with a rush of power that she had not felt in such a long time. Having someone this powerful , someone who was still a threat, helplessly at her hooves. 

Fuck, she was really getting turned on by this. In mere moments her cock was rapidly spilling to hardness between her legs, filling with her warm lifeblood and not stopping until it was fully extended, at which point it begin to throb hotly as she let out a soft moan. 

In fact, she was so turned on that the head of her cock spread apart like a flower and her viscous egg laying spike extended from it. However, she was not planning to use that today, and with a grunt of effort she forced her cock to close up again.

Chrysails was a Queen. She would show some self control and not give into her urges like some common animal. Even if Applejack did have an amazingly toned body, and even if her blood did taste more amazing then anything Chrysails had ever tasted before. 

Her hard cock quickly pressed against the snatch of the orange mare, and just like the rest of the hard working mare, even this seemed to be covered in and protected by a thick layer of muscle. 

Chrysails was not going to let that stop her however, and she wrapped her hooves tightly around Applejack as she pressed her cock forward hard. Normally she was not this brutal, but guzzling down the poor orange ponie’s blood had quite the effect on her, and she felt her animalistic urges starting to claw at the walls of her mind, begging to be let out. 

She knew that such an action would lead to Applejack being turned into apple sauce however, so she tried her best to keep a lid on such urges. Tearing her to ribbons might be a fuck ton of fun, and she knew that it would give her one hell of an orgasm, but she had bigger plans in mind, plans that would ensure many strong orgasms and work out better in the long run. 

Therefore, that action was much better in the long run. Her head begin to shake from side to side, her sharp teeth tearing through the flesh of Applejack’s neck like it was little more then butter. It would be so easy to keep tearing, to not stop until she had torn a large chunk out of her neck and sent her light blood cascading in every direction. 

Pushing her urges down was proving much harder then she had expected, but she still managed it, letting out a soft groan as the urge was buried deep down inside of her. 

Now she pressed her hips forward roughly, the head of her cock beginning to spread apart Applejack’s hind lips with brutal force. Applejack’s eyes rolled up in pain and she screamed out into green gunk that was covering her face. It managed to only partly silence them, but the screams that did escape only drove her brutality further. 

Applejack begin to rapidly struggle beneath her, trying desperately to break free from her grasp, but there was no way that Chrysails was going to let her go now. 

Applejack’s lips finally spread apart enough for the head of her cock to press inside, sliding into her in one brutal motion. Her screams grew even louder as blood begin to trickle from between her legs. 

Chrysails laughed loudly, inch after inch of her cock slowly and brutally sinking into her cunt, which convulsed frantically in a failed attempt to force her cock back out. 

This, as was always, only served to turn her on even more, and her hooves wrapped tightly around Applejack, pulling her close as she removed her teeth from her neck, closing up the wound quickly with more of that green gunk. At this point, Applejack was kicking and struggling like an ox, and even Chrysails was starting to struggle at keeping her down. 

Her hooves dug roughly into Applejack’s back, and just for a moment she considered giving into her base urges and tearing her limbs from her body. There was no way she would be able to fight back then. 

Then she remembered that she had wanted Applejack to put up a fight because of how much it turned her on. She let out an aggressive growl and slammed Applejack into the bed as she forced her cock forward with all her might. 

Inch after inch of her length sank into Applejack in one smooth motion, the powerful bug queen not stopping until every inch of her length was hilted inside h-

She met an obstruction. The head of her cock bounced off the entrance to Applejack’s womb, forcing another scream from the mare. Her muscles here were also toned to perfection just like the rest of her, and it was enough to slow down Chrysails assault upon her body by just a little bit. 

Of course, it was nowhere near enough to stop her altogether, and she pulled her cock back out of the orange mare, just far enough that only the head was still buried inside her. And then she pressed forward as hard as she could. 

In an instant, she was back to the entrance to Applejack’s womb, but this time she had brought all the force of a jack hammer with her, and with a squeal of delight and a scream of agony, her cock forced into Applejack’s womb. 

Chrysails watched with sadistic glee as Applejack’s eyes rolled up so that only the whites were visible. Chrysails was pretty sure that at this point she urinated herself, but she was not paying attention to any of this. She was too focused on the intense pleasure and joy that was flowing through her. 

It really had been too long since she had experienced pleasure like this. Her therapist had been right, all she needed was a way to once again find enjoyment in life. And this was exactly what she needed. 

Applejack, in contrast, was not having a fun time. It felt like she was being torn apart from the inside, pain rocking through her body like her insides were on fire. Each of her nerve endings was sending white hot daggers of pain tearing through her, and her mind had come crashing to a total stop because of this. 

She had to do something. She had to once again find the strength to fight. To defeat Chrysails. But… She did not have any strength left. She had fought so valiantly against the army of changelings, crushing and killing dozens of them. And yet even that had not been enough. 

Hope snuffed out her chest like the dying light from a candle, her soul feeling like it was shattering apart into dozens of razor sharp shards that dug into the inside of her chest. 

And, despite the brutal raping she was currently being forced to endure, that was by far the most painful thing of all. 

She just wanted to lie down, admit defeat and give up. 

Everything was over. It was finished. 

Dim images glowed to life within her mind, coming sharply into focus. The faces of her friends. The faces of her family. She had lost, and because of that, all those ponies would suffer.

Unless she did something right now. Her eyes rolled back into focus and she stared up at Chrysails with a defiant expression. A fire seemed to have lit itself in her heart, and nothing seemed able to put it out. 

Chrysails stared down at the fire in her eyes, and the grin on her face seemed to grow even wider as she pulled her length back once more, preparing to pound her until she broke and that fire went out. 

“Yes… Yes! Show me more of this. Show me more of your fire!”

Applejack was more then happy to show her more of her fire. She let out a roar and suddenly attempted to press both her hooves against the bed, attempting to force herself off of Chrysails cock before she pounded her into a pulp. 

This made her cunt convulse so wonderfully around her cock, and it powered her aggression even more. Her hooves reached down and she grabbed both of Applejack’s hind hooves and pulled them painfully apart to prevent her kicking.

Chrysails was tough. But she had seen the power that Applejack’s hooves contained, and she really did not fancy having her carpecekicked through her lungs. 

She spread her legs and let out a moan as she kept up the brutally fast thrusting, her cock blurring in and out of her cunt as blood flowed down her length and onto the bed. 

Fuck, she was going to pump this bitch full of so many eggs. She could not wait to watch the light drain out of her eyes as the life left her body. Holy shit. 

She paused, her cock still buried deeply in Applejack’s cunt. That… That had been a really dark though. Was… Was that really what her thoughts sounded like? She had known that they were that dark… Or maybe she had, but for some reason they had caught her off guard. 

Applejack attempted to struggle free of the cock, and suddenly Chrysails snapped back to reality. What had she been thinking? Rape was the best thing ever! She loved rape! 

Her hoof slammed down into Applejack’s face, pinning it against the bed as she begin to slowly thrust again, listening to Applejack whimper softly beneath her. 

Why were they all still here? Just to suffer? 

In that moment she realized that she was just having a mental breakdown. She shook the thoughts away from her head and then slammed Applejack roughly into the bed, her hooves gripping tightly around her throat as she let out a mad laugh and begin to choke her. 

Applejack’s eyes flew wide as she suddenly found it impossible to draw air. Her struggles became more frantic and her cunt convulsed wildly in an attempt to force the cock back out of her. 

Chrysails could feel her orgasm approaching like a speeding train. Her cock throbbed rapidly and her eyes rolled back as she let out a howl. 
“Y-Yes! Yes! Die… Die on my cock!”

She rammed in even harder and let out a loud moan, her back arching as her cock throbbed frantically. She tried to hold back the eggs that were about to spill out of her oviposter, wanting to build up as many of these eggs as possible. 

Her eyes fluttered and she realized that there was no way she was going to hold back the eggs. A mare like squeal tore from out of her lips as her cock throbbed, dozens of golf ball sized eggs throbbing their way along her cock.

She let out a howl and her hooves dug in to the bed sheets roughly, bunching them up beneath her as one of the most intense orgasms of her life tore through her body and made her head explode. Not really and literally with bits of brain flying everywhere, but that was what it felt like.  

Eggs were forced into Applejack roughly, dozens upon dozens of them, and throughout all of it she was howling like a mare in heat, eyes rolling back as she howled like a mare in heat. She had never made such a loud scream while raping someone before, but she figured that Applejack was not going to live much longer anyway, because her belly bloated horrifically, expanding until it looked like she was thirteen months pregnant. 

She did not know just how many eggs she pumped into the mare beneath her, but she guessed that it must have been more then she normally produced, because after her orgasm was finished she was starting to feel tired, really tired. 

Of course, she was not going to let the pony she had just pounded full of eggs see just how much it had tired her out. Chrysails climbed to her hooves slowly, one of her hind legs shaking softly as she tried her best to suppress a loud groan.

Applejack was currently curled up in pain, clutching her womb with both hooves as she let out a series of pained groans. Her eyes were still filled with that same fire as always, but it did not look like she would be able to do anything with the way her belly was currently bulged. 

After taking several moments to set herself right, her horn glowed brightly to life and a themos flask appeared next to her, held in the bright green glow of her magic. 

After a long sex session, there was nothing better then a whole litre of hot coco in one go. She popped the cap off the flask, unscrewed the lid and then wedged it into her mouth. Her throat bulged softly as she guzzled down the whole thing in one go. 

Of course, no other creature would have been able to guzzle that much sugar without serious side effects, unless they were Pinkie Pie, but then again she did not exactly follow any of the normal laws of logic. 

After finishing all the coco, she put the cap back onto the flask and her horn glowed to life, sending the flask away. Applejack was currently groaning in pain, and suddenly Chrysails was starting to feel… Something. She did not quite know what it was, she was feeling, but it was like there was all this happiness inside her, just waiting to be let out. 

Her hoof tapped softly against the ground, building up a beat. 

And then Chrysails begin to sing. 

When the world seems dark and lonely, when there’s no place to call your own
You just need to 
Kill
Kill, kill, kill until your problems are no more!
If your friends get on your nerves 
Just stab them until they go away! 

Kill, kill, kill, 
Slaughter your problems like the animals they are
Lay waste to everything in your way!

Applejack just looked at her and frowned darkly “Can you kill me before ya’ break inta’ song? I think it’s more painful then my insides bein’ in the wrong place.”

Chrysails cut off her song almost instantly, only having been about half way through her song. 
“Look, you get to sing dozens of songs about friendship and magic and all that, and I want to sing a song that makes me happy. But no, you had to ruin the middle of my song. I’m pretty sure that there is an unspoken rule about that!”

She shook her head. “Nevermind, you already ruined the song. I’m not feeling it any more, and you know what, that has really pissed me off.”

Her head turned around to face Applejack without her body following to do the same, her head rotating on her neck like she was an owl of some kind. “And when I say really pissed off, I do mean really pissed off, as in, I am going to do even more horrific things to you then I already had planned.”

Applejack paled, and Chrysails begin to let out a manic laugh as she walked her way back towards the bed. She slowly pulled herself onto the bed, beaming down at Applejack before replying the gag to her mouth, which she had somehow managed to break through the laws of pony logic. 

Chrysails had not been joking about the fact she was really annoyed. She was more annoyed then she had ever been in the past few days. Not that it was a problem. It was nice to finally feel proper emotions like annoyance again.

Dozens of ideas about horrific things she could do to the poor helpless mare below her filled her head. Most of them had been done before in some form or fashion, and today she did not much feel like doing the same thing she had previously.

She wanted to do something new and exciting, while also being horrific and horrible for the mare that had ruined her chance at a song. 

Most of all though, she was starting to realize that drinking all that coco was a bad idea, because now she really needed a piss. And then of course, there was a horrible, horrible idea that popped into her head.

She knew exactly what she was going to do now. She stood over Applejack was an evil smile etched onto her face, her hind legs spreading apart as she let out a series of soft grunts.

Applejack stared up at the huge female above her, her clit seeming to twitch softly as the first droplets of dark yellow urine begin to splatter from her snatch, splattering warmly onto the side of Applejack’s face. 

She turned her head to the side and let out a confused cry as Chrysails sighed, trying to relax her bladder muscles enough to piss all over the mare. It was much harder then it looked. It was always hard to pee when someone was watching, even if you were a really powerful and terrifying bug horse queen. 

She spread her legs even further apart and let out a soft grunt, trying to get her bladder to relax. After several moments of doing this, she finally managed to give in.

Suddenly, her bladder relaxed and she let out a loud sigh as her cunt slowly spread apart, a thick stream of dark yellow piss suddenly pouring from within her snatch. 

Applejack closed her eyes and tried to turn her head to the side, but not before some of the urine splashed up her nose. She begin to choke almost instantly, thrashing about wildly beneath Chrysails. 

The golden urine soaked the mattress and her mane, sticking it to the side of her as she was soaked in Chrysails musk. With the choking that was going on, there was no way she could force her eyes to stay shut, and some of the urine splashed into them, filling them with an agonizing burning sensation. 

Chrysails laughed, then tensed her pelvic muscles to cut the stream off, which proved to be painful with how much urine she currently had stored, but she managed to buy enough time to remove Applejack’s gag, before sitting straight on her face, magic holding her mouth open so that there was no way she could close her mouth or bite down. 

And then she once again unleashed the powerful stream of urine. It filled her mouth rapidly with the bitter, musky taste of her piss, and Applejack was forced to choke it down, almost vomiting as she tried not to choke too violently on it. 

Chrysails let out a soft sigh atop her as her bladder was emptied down Applejack’s throat. The orange mare was forced to breathe through her nose to avoid choking to death.

This would have not been a problem were it not for the fact that her nose was pressed tightly up against Applejack’s anus. Her nose was filled with the stench of Chrysails musk, and she almost found herself vomiting everywhere as Chrysails ground her ponut back against the helpless mare, moaning loudly as she emptied her bladder.

Once she was finally finished, she let out a soft sigh and rubbed her cunt down Chrysails neck to dry the last few droplets of pee off. Then she climbed up from off the bed and pulled herself out a chair, sitting down in it with a smile as she prepared to watch the events she knew would be unfolding before her very shortly. 

As the musk soaked into Applejack, the eggs seemed to somehow react to it. They begin to grow and struggle rapidly, forcing a cry of pain from the mare as the eggs begin to grow rapidly inside her. 

Chrysails let a grin spread across her face, looking almost like a Cheshire cat as she stared at the scene unfolding before her. Applejack suddenly let out a scream as the eggs begin to hatch, forcing the poor mare’s womb wider and wider, her screams rising in pitch with every passing second as Chrysails tried to make her smiler larger to match. 

Of course there was not a large enough smile for the joy that flooded her heart at he next scene to unfold. Poor Applejack screamed like she was being torn apart from the inside out, mostly because she was being torn apart from the inside out

And then just like that her belly burst apart in a shower of blood and other important looking things, followed shortly by dozens of baby changelings that were growing up rapidly after eating their way out of her insides.

Chrysails let out a short laugh, that quickly turned into something far more manic. The young changelings writhed about happily on the bed, consuming everything that they found. Chrysalis quickly floated them over to her, then took them outside to pawn off on some poor unfortunate changeling that had been in the wrong place at the wrong time. 

Then she went back into the room and sat against the wall, watching Applejack as she struggled, writhing and whimpering as agony tore through her. She should have been dead already, but Chrysails watched with amazement as Applejack begin to slowly drag herself to her hooves.

It was a feet that should have been impossible. Chrysails watched with amazement, waiting for the exact moment her legs were going to give out and she was going to slip into death. 

But somehow, Applejack managed to drag herself back to her hooves. Her insides were starting to fall out, but she managed to look towards Chrysails with an expression of of complete and total hate. 

She was amazed beyond belief that Applejack had managed to make it to her hooves, and her amazement only further grew as Applejack dragged herself onto the floor. There was a puddle of blood on her bed that had drenched her mattress and soaked all the way through the sheets. 

Even with her insides hanging out and a fatal amount of blood all over the bed and the floor, Applejack was still defiantly clinging to life, dragging herself slowly towards the changeling with a murderous glint in her eye. 

Chrysails watched her, and she felt something slowly blooming in her chest. Sure watching this mare struggle and suffer was fun, but… She was trying so hard. Still fighting despite the fact she should have lost all hope at this point. 

She had to respect that. If this mare really wanted to live and get a chance at revenge this much, she had no right to deny her that chance. She had no right to snuff someone out who was fighting this hard without giving her a fair chance. 

She had never really seen this kind of behaviour in ponies too. She had assumed that they were all weak. Her changeling warriors almost always acted like this, fighting right up until every ounce of strength had left their body. 

The bug queen wanted to see more of this, and so she called a medical team in to try and save Applejack. Saving her would have been impossible for any pony doctors to do, and changelings did not know very much about saving ponies, but they were also not restricted by morals or other things that got in the way of ponies. 

They would be able to save Applejack, and until then Chrysails was going to go and deal with Pinkie Pie.
> Chapter 14(Pinkie Pie, part 1)
> --------------------------------------------------------------------------

Pinkie Pie had been the most annoying of the mane six to contain, and she was really not looking forward to dealing with her. She wished that there was somepony that she could send to do the task for her, but Twilight was currently busy, and Moonlight was… Well, Moonlight was likely studying or something along that vein. She did not know for sure because once again she had chosen to shut out the hive mind. 

For some reason she was… Just not feeling it. She had found herself questioning the decisions she had made and how they had affected others and herself. To be honest, Chrysails was feeling really down.

The changeling Queen had dedicated her life to spreading her hive as far as possible, cutting down her foes and giving evil speeches. And now she had won… She felt empty. He therapist said she needed to find a new purpose to follow after… 

But Celestia had been the ruler of a whole empire. She and her sister could control the sun and the moon for Faust’s sake. Where was she meant to find a foe that could match that level of power? Sure, there was Cadance and the whole crystal empire thing, but she was the Princess of Love. 

What the fuck is having power over love compared to having control of the sun? A smirk painted itself across her face as she took a sip of her hot coco. She had images of all the Princesses in a line, and then Cadance’s face as she got told she was the Princess of Love. 

And then years later when Twilight became the Princess of Friendship, which is basically a less extreme form of love and her job became even less important. What was next? The princess of Merchandising? 

She shook her head slowly and downed more of the beverage she loved so much. Candace was likely pissing herself, imagining a huge army rolling over the hill at any moment and wiping her armies out. Honestly, Chrysails did not give a fuck about some tiny kingdom in the middle of a frozen wasteland. 

Even if they did capture the kingdom, the damn thing was protected by “love” And if they drained that away, everyone would freeze to death. She might have been evil, but even she had limits. 

Sipping at the hot drink again, she let her mind space out and stared blankly at the wall ahead of her. There was food, the rebels had been crushed and the kingdom had mostly returned to normal. And yet, she was a conqueror, not a ruler. 

She would need to figure something out. Find a way to make herself happy. Developing depression now would be a terrible thing to happen. 

There was a knocking at her door, a gentle kind of tapping, as if someone were gently rappi-

And now she was reciting poetry. It was official, she was having a crises. She hauled herself to her hooves and moved over to the door, pulling it open and peaking out into the hallway. 

There was a huge white box, wrapped in a bright crimson ribbon like some kind of gift. Her eyebrow raised slowly as she stared at the giant box, before floating the label up to her face using magic. 

To
Chrysails

She looked up to the giant box, almost the same size as she was. The Queen had never been given a gift before, and she had no idea who would bother to send it to her… Or even how they had gotten it this deep into the hive and then vanished. 

It could be a trap. She could open the box and it could be a bomb, or an assassin… A list of various deadly things that could be inside the box filled her head. 

And then they were all wiped away again. Of course it could be something deadly, but if someone wanted her dead, they would not be stupid enough to try and sneak a giant box into her castle. 

She floated the giant box into the room, placing it down before standing behind her desk. If it was a bomb, at least her desk would provide a small amount of comfort. 

Her magic wrapped around the ribbon, and she gave a slight wince as she tugged on it. The ribbon fell away, the box fell open, and…

Cake. A giant chocolate cake that looked like it had been cooked by an expert chief, chocolate bonbons decorated all three of the huge tiers, and the tiers themselves were all made of different kinds of chocolate: milk chocolate for the bottom, dark chocolate for the middle, and white chocolate for the top.

If she was being totally honest, staring at the cake was making her moist. She wanted to devour and gorge herself on it until she was sick, and then keep going until she was unable to move. 

It was at this point, the cake exploded. Or at least, part of the top tier exploded, confetti, streamers, glitter, a pink horse. All of them poured out the now ruined top tier. 

Pinkie Pie landed perfectly, her hooves spreading apart as she stared at Chrysails with a huge grin.

“Tada!” she declared, waving her hooves at the cake that Chrysails now realized was hollow, and as such contained much less cake then she had been expecting. 

She did not question how the pink pastel pony with the mane that looked like it was from an 80’s porno had managed to escape her cell. Nor did she question where she had got the ingredients to bake a three tier cake from. Instead, the changeling Queen felt a deep rage filling her chest. 

The poor bug queen had been cake-blocked. She had been expecting to get enough cake to give her a heart attack several times over. And instead, she barely had enough cake to make her feel ill. 

Pinkie Pie was still grinning at her, that smug smile, that happy face. She lunged straight for that pink pony and wrapped her chitin hooves tight around her neck before she could say anything more to piss her off. The pink horse let out a shocked gag as her air supply was rather suddenly cut off. 

Her eyes flew wide and her hooves reached up, trying to pull her hooves away from her throat. 
“Eck?” She questioned as Chrysails stared down at her with a hateful expression etched onto her face. 
“I’ll kill you! I’ll kill you, you pink whore!” She screamed. 

And of course, Pinkie Pie then begin to giggle loudly as her hooves flailed about wildly, clearing enjoying the sensation of being chocked by the much more powerful creature currently strangling the life out of her. 

After several moments of her anger spiking higher and higher, she came to realize that choking or killing her would do nothing but bring joy to the pink pony. 

It really pissed her off, and she soon tossed the Pink Pony away with an annoyed hiss, her tongue hanging out of her mouth as her jaw clicked out of place, giving her a visage of horrific proportions.

Pinkie Pie squeaked softly, but was back on her hooves in moments. “D-don’t you like the cake?” She asked, her face having concern rather then terror painted across it. 
Chrysails felt like she was going to explode. Her blood felt like it was boiling inside her veins, as if it could burst free at any moment and blow her and this stupid pink whore apart. 

After several moments, she realized that nothing she could do would dissuade Pinkie Pie from being… Well Pinkie Pie. 

She let out a soft sigh, her head hanging limp as all the emotion seemed to drain out of her body. This… Was, really stressful. 

“What are you doing here Pinkie Pie? I should rip your head off where you stand!” 

Pinkie Pie tilted her head to the side “D-did… Did… I do something wrong?” She asked.
Chrysails sighed softly. “No, I am.. I am just going to pound you full of eggs and make you into a broodmare…. I guess...” She let out a sigh. 

The pink pony tilted her head to the other side now “You don’t sound very happy! I thought you were sad so I thought that I would come and cheer you up! Now come on, smile.” 

She begin to hop around the small room, giggling softly to herself while repeating the word “Smile.” Over and over again. God dammit, she hated her bright attitude so much. 

It was… It was like a beam of sunlight straight in the eyes on a dark day. Harming or hurting the pink pony only seemed to make that beam of sunlight even brighter, and she hated it. 

Her hooves lifted the small pony up and slammed her into the desk. Even if she would enjoy it, pounding her full of eggs would make her feel at least a little better. 

Chrysails felt her length, which had been slightly hard from the cake, begin to twitch fully to hardness, pressing against the side of her cutie mark. Pinkie let out a soft giggle. “Wowie! That is a huge horse cock! I don’t think I have ever seen one that big before.”

She wanted to gag the stupid pony to stop the constant stream of nonsense that seemed to pour from out of her mouth constantly. For some reason she was unable to bring herself to do so however. 

“It’s not a cock, it is an ovipositor you stupid pink horse, now please be quite and at least pretend not to enjoy this.”

Pinkie gave a happy nod and bit her lip softly to silence her screams as she spread her legs apart with a whimper, an expression of faked fear painted onto her face. 

Chrysails tried to block this out and pretend that the mare beneath her was writhing in fear and pain at the idea of what she was about to do. Her hard cock pressed against her snatch, and she tried her best to ignore just how wet the pink pony was. 

Truly, she was a whore beyond belief. Her hips moved backwards, and then pressed them forward as hard as she was able. A howl tore from her lips a her back arched. It should have been agony with how hard Chrysails had pressed her hips forward, but the expression that was currently locked onto her face was not one of pain, it was more one of ecstasy. 

She tried her best to block that out and simply focus on the enjoyment wrapped around her cock. Her hooves reached forward and wrapped tightly around the pony’s throat, tightening roughly to cut off her air. 

The pink ponie’s snatch convulsed because of this, and she groaned in pleasure, starting to slowly work her hips back and forward. Fuck, she was a tight one. Blood dribbled out of her snatch in a thin red stream, flowing down her length and towards her thighs. 

This had to be one of the best cunts Chrysails had ever had the pleasure of raping. It was… Beyond words. If only she was really raping it. If only the pink whore beneath her was not getting off on it in a really obvious fashion. 

Her cunt convulsed expertly, tightly milking the shaft, begging for the eggs that it contained.

Chrysails grunted and stared down at the pink pony, who currently had a massive grin etched onto her face, loving the agony that was tearing its way through her body. After seeing that Chrysails was looking down at her, the smile melted off her face and became an expression of pain.

Even this managed to annoy the Queen. Even as she was trying to rape her, the pink pony was still looking out for her enjoyment. There was something seriously wrong with the ponyrace as a whole. 

Her hooves gripped tightly onto the side’s of the pink ponie’s chest, holding her still as she begin to move her hips back and forth slowly. With each thrust the pink horse let out a sharp cry, her eyes rolling up as her snatch milked the massive length with all the force it could muster.

It was more then enough to force a grunt out of the Changeling Queen, her cock starting to throb despite the fact she was not really enjoying raping this stupid pink whore.

Even if she was not enjoying it, she could not deny the fact that it felt amazing. Her hips moved back as far as she could manage while still keeping the head of her cock inside Pinkie Pie, then rammed them forward again with all the might she could muster.

Her hips smacked loudly into Pinkie’s flank, her cock bursting into her womb like it was the most natural thing in the world. For all of her effort, this earned her a single pained grunt. 

The pink horse was looking up at her with a soft smile on her face, and this time, she did not bother trying to hide it. “Are you enjoying yourself?” She asked between thrusts, like they were simply having a calm talk by the work water cooler. 

She let out an aggressive growl and begin to thrust even harder, using all the strength she could muster to power her member in and out of her tight snatch, she was pretty sure that this was the moment at which her cock suddenly punched through the back of Pinkie Pie’s womb and straight into her insides, leaking blood and other bodily fluids everywhere.

Despite this, the pink whore still seemed determined to enjoy herself and refused to let out any noises besides those of intense pleasure. Her legs wrapped around the back of Pinkie Pie’s hips, moaning and shuddering happily beneath her as she thrust the huge member in and out of her snatch.

Finally she seemed to be getting some enjoyment out of the situation. Sure, this mare was consenting to this horrible situation, but there was still a cunt convulsing madly around her cock and blood dripping down her thighs. 

She lay back onto her desk, spreading her legs apart as she pulled the mare atop her. She finally managed to block out Pinkie’s insane prattle by pulling her down as hard as she could onto her cock, driving it deep into the mare above her and likely punching through something important. 

It would be so easy to keep pushing her cock up, deeper and deeper until it forced out of her mouth in a spray of blood and organs, killing her. 

But then, she would have lost one of the six heroes of Equestria. They served far better use alive then as corpses. She had to swallow her pride and finish raping her full of eggs. 

She begin to thrust as quickly as she could, trying her best to just use this mare like a sex toy. There was no way she was going to get this mare to feel raped, so she would just have to put up with having willing sex with someone for once. 

Now she begin to thrust back and forth as quickly as possible, rushing to an orgasm like it was more of a task then an enjoyable activity. 

Her cock twitched inside the mare, and her cunt begin to drip onto the table, forming a small puddle between her legs as she groaned loudly. Her cock was twitching faster and faster now, making her moan out loudly. 

Pre was spilling out of her cock, green gunk that mixed with her blood and then dripped down Chrysails length. Her orgasm was just out of reach, like a carrot dangled in front of a donkey. Every time she got close, she remembered just how much this mare was enjoying it, and it slipped back out of her grasp. 

She groaned, arching her back as she thrust even faster, the pink pony becoming a pink blur as she moaned happily. She flopped back and forth like a broken rag doll, letting out whorish moans with each of the brutal thrusts. 

Finally, she seemed to be getting close. Pressure building behind a mental dam. Pre bubbled up of her length as the pink pony seemed to go totally limp, as her life blood poured out of her body and formed a puddle on the desk. 

The pink whore was losing a lot of blood at an alarming rate, and she knew that if her orgasm did not cum soon, then the pink pony was going to bleed out on her dick. That would be very hot, but far from what she wanted. 

Harder and harder she forced her hips up, faster and faster she brought the pink pony down. And then, in a blur of pleasure and joy, she finally hit her peak. 
Her cock twitched rapidly, throbbing as an orgasm ripped through her. 

Normally, this is where a long descriptive paragraph about how good the climax felt would go. But, Chrysails found that she barely enjoyed it at all. She let out a stiff grunt, then arched her back as green gunk sprayed out of her cock, followed by a single egg. Somehow, even her body seemed to be holding back. 

She ripped the pink bitch from her cock and dumped her onto the desk. Her insides were a mess, and there was a puddle of blood and other fluids between her legs.

And of course, she was still there, smiling her head off as if she were enjoying the sensation of her body shutting down. 

It pissed of her off so much. There was no way a normal, sane pony should be enjoying this. In the least she should have been screaming or begging, pleading for her life… Anything!

“Feeling better?” Pinkie Pie asked gleefully. 

Chrysails almost ripped her head off right then and there. Instead, she managed to keep herself calm, slowly removing a large chunk of that white chocolate cake and stuffing it into her mouth in an attempt to drown out her rage. It almost worked too, until she remembered she still had to watch the pink pony transform and become a part of her hive. 

She really did not want this bitch inside the hive mind, she had almost driven the guards mad just by talking to them, she could not imagine what was going to happen once she became part of the hive mind. 

Pinkie let out a soft giggle as she stared at the huge pool of blood that had formed between her legs. 
“My head feels tingly!” She declared brightly, which once again pissed Chrysails off. 

At this point she had enough, and her horn glowed to life, pulling out a ring gag from empty air and shoving it into Pinkies mouth. Her voice cut off, and yet somehow she still managed to giggle softly.

The egg should have been hatching inside her at the moment. The little parasite begin to burrow its way through her…

Chrysails stared at her, and waited for the transformation to unfold. Hopefully she would at least suffer a little once her body started to transform.

After five minutes of nothing happening, Chrysails let out a soft frown and stared down at the pink whore. She appeared to be trying to say something, and Chrysails really did not want to remove the gag.

She was trying to say something important however, that much was clear. After several moments she was forced to remove it.
“What did you do to my parasite?” She demanded.

Pinkie looked really sad. She frowned softly and her bottom lip quivered. “I-I think it got… It.. got diabetes from my blood… And then it died.” 

Chrysails… Well, she was going to need heart medication after this. She was quite sure that her heart beat was far too fast to be healthy as she picked Pinkie up by her scruff and carried her out of the room.
> Chapter 15
> --------------------------------------------------------------------------

Chrysails had realized that Pinkie Pie had beaten her. There was no way that she was going to get the pink pony feel terrified or squeal in pain, and in fact she was only really trying to make this the case because she was going through tough times in her life. 

So instead, she was going to let another set of changelings do all the work for her while she went and worked on other important bug horse things that she had to do today. 

Her magic wrapped tightly around the pink whore as she carried her through the many twisting tunnels and long hallways that filled the hive. It would have been impossible for any other creature to navigate such tunnels, but for her it was like second nature. 

It was well known that the changelings had a pit where they dumped all their dead to be turned into mulch. Even ponies knew that, and had written several extensive books on it. 

Of course, Chrysails was far from a normal changeling, and the strangest thing about her hive was the fact that she experimented on her subjects to turn them into the perfect creatures for whatever job it was that she needed doing at that time. 

She had worked with many chemicals and formulas, and like all that attempted to follow the scientific arts, she had made her fair share of mistakes in doing so. 

Killing them off and then dumping them in the corpse pile where they might be seen was not the best of ideas, as she did not wish to distress her subjects any more then was needed.

And so, instead of killing them, every hive the changeling queen built had a large pit at its deepest point, somewhere that no other channellings were allowed to go, and this is where she kept her failed experiments. This is where all the changelings that were born less then perfect, deformed, or disabled were dumped. 

It was not that she was being cruel to them of course, it was simply that if she allowed them to stay in the gene pool, then the deformities would spread throughout the hive and cause many problems. Putting them all in one hole where they could fuck and do whatever else they wanted while being fed and cared for was a nice middle ground.

It also allowed her to study them much more closely, and see just how much each deformity affected them as they grew up. She was not sure just how they would react to having Pinkie Pie dumped into the middle of them, but she at least hoped it would be interesting.

The huge cavern that had once been a mine beneath the castle was where she had currently chosen to keep the changelings. The only thing keeping them out from the rest of the hive was a spell that she had put up. Of course they had several times more space to roam in then they had before, and the glowing crystals that covered the mine were much better lighting then the magical spell that had been their only source of light previously. 

Chrysails strolled her way through the middle of the mineshaft, smiling at the sound of the many changelings scurrying their way away from her. They viewed her as their god, and their Queen, and as such they were more then a little scared of her. She was fine with that, most of them were suffering with parasites anyway. 

She dumped Pinkie Pie in the middle of the cave system and smiled down at her “If you manage to make it out of here without getting transformed into a changeling, I will be more then happy to let you go. You can go home and do whatever you want with the rest of your life, and I won’t disturb you in the slightest.”

The pink pony looked up at her and gave a meek nod, but did not bother saying anything else. She knew that acting over excited in front of Chrysails tended to ignore her because she was a very boring party pooper. 

The changeling queen gave a knowing smirk and pat her softly on the head, before heading back to the exit.

Pinkie Pie was left on her own, in the middle of a cave full of monsters that were almost certainly going to hunt her down and do Celestia knows what. There was no hope beyond a rapidly dying ember that she might manage to make it to the exit. 

So what did the pink party horse do? When she was surrounded by monsters with only the smallest hope of escape, Pinkie Pie did what she did best, and she begin to sing:

Ohhh
When the days are dark and the skies are drab…
When hope is nowhere to be found…
When you feel like falling down
You just have to
Smile! 

Giggle and laugh, grin and bear it. 
Tell those drab skies to beat it and 
Light up those dark places with a 
Smile

While the pain might seem to last forever
Those dark skies will clear, 
and good times will return 
If you just give a smile, wide as a mile!

She sang. She sang like nothing else in the world mattered. She sang those three verses over and over until the dark situation she found herself in begin to clear up.

The monsters in the cave around her seemed to be drawn out by her song. They had never really seen a creature as brightly coloured as her before, and soon there was a whole crowd of horrifically deformed and disabled changelings surrounding the cavern that Pinkie Pie was singing from. 

Most of them still did not know what to make of her, she was unlike anything that they had ever seen before, but of course her singing filled them with a feeling that they had never really gotten to experience before.

Normally they just tore apart whatever creatures tried to come into the hive, or whatever creatures Chrysails dumped down into the darkness with them. They knew that that was what made the changeling queen happy. But while Chrysails might have given them food, and while they did get cared for in a fashion…

This pink horse had given them something that the changeling queen had not however, and that something was joy. Sure they could have easily wiped her out, slaughtered her like everyone else that they had met.

It would be easy. Beyond easy really. But they had never felt proper joy before. The only pleasure they had really felt was that from food or sex, and those were both fleeting things that lasted for a few minutes at best.

Pinkie Pie saw the countless monsters that surrounded her on all sides. Fear sank deep into her heart, as was to be expected, but she refused to give into it, and instead she kept singing, even louder and more clearly then she had before. 

The creatures waited, and Pinkie Pie sang for as long as she could. The seconds ticked by into minutes, and the minutes marched past until they became hours, and then her melody slowly came to a close as she let out a final croak of a note. 

Pinkie Pie looked over her knew audience with a silver of a smile on her face, waiting for them to make their final judgement. She had done everything she could to try and make these creatures happy, and if they wanted to kill her now, then she would not do anything to stop them. 

One of the creatures slowly stepped forward, marching its way towards Pinkie Pie. This creature could not even be loosely described as a changeling, if one had to pick a word to describe it, it would be a monster. The creature had thick horns made out of the thickest of chitin.

It’s huge body looked more like that of a bull then a horse, towering easily over all the other creatures around it. The poor thing did not even look like it would be able to transform with how big its body was. The thick chitin that coated its body looked like it would be able to stop anything that was thrown at it. 

The creature slowly raised its head to her, its eyes seeming tiny compared to the rest of its body as it slowly tried to speak, the words coming out like they were read off a book rather then formed within the creature’s own mind. 

“I… Nobody has done anything like that for us before. Most of the ponies that are thrown down here try to attack us, so we have to destroy them.”

Pinkie Pie looked up to him with a soft smile “Well I am always glad to make creatures happy! And I love making new friends.” 

The bull like creature slowly sat down and looked confused “Well, non of us really want to hurt you after that performance… Is there anything we can do for you? Because when Chrysails comes back she is going to destroy you.” 

Pinkie Pie nodded “I understand. If you can point me towards the exit I will make my own way out of here and be out of your mane in a jiffy!” 

The creature slowly shook its head “Nobody makes it out. The exit corridor is guarded, and only changelings can make it through the door.”

The pink horse’s mane seemed to slowly deflate upon hearing this news, and her head slowly hung as her limp mane dangled over her eyes. Even the colour seemed to somehow drain out of her coat.

All the changelings around her knew in that moment that they were going to have to do something to try and save her. It would be far too depressing to just leave her here to suffer. 

The creatures, all of them with various deformities ranging from twisted limbs to extra eyes. Some of them were clearly suffering from these deformities, but they also seemed to be bearing with it in their own separate ways. 

After almost fifteen minutes of them chattering among themselves, the large creature looked back towards Pinkie Pie. “We have decided… That we are going to try and help you. We can transform you into a changeling if you want… And try our best to help keep your mental faculties untouched.”

The pink horse seemed really unsure for a few moments, her mind working over the words as she tried her best to come up with a response. If she wanted to get out of here, she was going to have to become a changeling, but if she became a changeling, then there was a chance that she might never be the same again.

She might end up as nothing more then another puppet, carrying out Chrysails orders without question or doubt….

But then, these creatures were changelings, and non of them seemed like puppets… And they were offering her a choice. If they really wanted to turn her into a changeling, they could just swarm her, and there would be nothing she could do to stop them. 

Was she really ready to risk this? Was she really going to do this to try and save her friends…

But then what other options did she have? If she did not get out of here, Chrysails was going to come back, do something horrible to her, and then likely punish her new friends for not following their orders. 

And she was not about to let the first changelings that had offered to help her get into trouble. Slowly, she raised her head and looked towards the huge beast with a soft sniffle. 

“I-If I do this, what are the chances of it going wrong?” She asked, the normal cheer in her voice gone to show that she was taking this station seriously for once. 

The giant creature tilted his head at her “How in Tartarus do you expect me to know that? I just kill stuff. I am not one of those really smart science ponies.”

Pinkie Pie had been expecting a much more helpful response, but now she was realizing just how naive that was of her. This was a decision that she was going to have to make on her own, and she would have to accept the consequences that came with it. 

But then again, this was the only option she had that would give her the slightest chance of helping her friends, so really she did not have that much of a choice after all. 

She slowly nodded “All right, so how do we do this?” She asked, the huge creature giving a grin as he slowly stepped towards her. Pinkie Pie’s eyes widened as the huge beast let out a soft groan, a huge cock starting to spill from a sheath between his legs.

“All you need to do is lie down, and I will deal with the rest. Try your best to relax so that I don’t accidentally hurt you.” 

Pinkie Pie gulped nervously, but gave a stiff nod and slowly begin to lie down against the cold ground of the mine, watching the huge monster step towards her. 

There was no going back. This huge beast could do whatever it wanted with her, and there was nothing that she could do to stop it… And for some reason, that turned her on. 

Her cunt was soaked in mere minutes, images of the huge beast having its way with her helpless body filling her head as she let out a soft moan. This was going to be so much fun.

The rest of the changelings watched from a distance as the huge beast slowly stepped its way over her, its front hooves resting either side of her head as the creature stared down at her, judging her silently and deciding just how it was going to violate and use her. 

His large cock throbbed softly between his legs as the huge monster stepped back slowly, then leaned its huge head down and took a deep sniff of her snatch, judging just what it was going to do with her next. 

Then the beast took a step back and leaned its head down, taking a deep sniff of her snatch before letting out a soft groan. His cock pressed against her snatch and she let out a sudden gasp.

He was huge, and she was not quite sure whether or not she was going to be able to take it all in one go. She arched her back and wrapped her legs around the waist of the huge monster that was soon going to be ramming its cock in and out of her. 

Unfortunately for her, his hips were very wide and it was impossible for her to fully wrap her legs around the beast that was soon going to be cramming its cock into her. 

The huge beast leaned down and licked softly at her face, making sure that she was ready to take him. She really wasn't ready for this, but she gave a nod and looked lovingly into his eyes. 

The huge monster looked down at her and tilted his head slowly “Are you sure that you want to do this? I am pretty sure that I am too big for you.” 

Pinkie Pie rolled her eyes softly “Hurry up and fuck me, you huge beast.” 

The monster chuckled slowly, and then pressed its hips forward slowly. The pink horse let out a sharp cry as the lips of her cunt begin to spread around the head of the huge cock.

Pain shot through her body, she arched her back and groaned out loudly, her eyes rolling back as the cock slowly begin to sink into her. Had she not been so wet, then this would have been absolute agony for her.

As it was, it was only mildly painful and she let out a soft squeal, her eyes rolling back in her head as the huge member kept pressing forward. The monster looked down at the sudden mess of a mare that was writhing beneath him. It sent a feeling of lust tearing through his body, and he reached out one of his huge hooves to wrap around her back and held her still.

And then he begin to give it to her, hard. Pinkie let out a soft squeal with each of the brutal thrusts that drove the cock deeper into her. He did not care for her constant any more, the feeling of her cunt wrapping tightly around his cock was more then enough to send him into a frenzy.

The beast groaned softly and then begin to give it to her as hard as he could. With his immense strength, it was not long until his cock was roughly hilted inside her. 

Pinkie’s eyes had rolled back in her head, and she drooling softly onto the cave floor beneath her. Pleasure was tearing through her mind, pleasure that she had not felt in a long while. His cock was covered in thick ridges and each of them was rubbing roughly at the walls of her snatch, sending even more pleasure rocking through her body. 

She could barely form thoughts, and she loved it. One of the other changelings stepped forward and pressed his hard member against her lips. This one had a horribly mangled face and one of his eyes was sealed shut. Despite this, he seemed to more then enjoy pressing his cock against the pink ponie’s lips.

After a moment he opened his mouth wide, the cock slipping passed her lips as she forced her head forward roughly, trying her best to take as much of it as possible into her maw at once. 


The beast behind her let out a gruff growl as his hoof wrapped roughly around her underside, starting to roughly pull her back and forth like the sex toy she was, the huge member hammering in and out of her with a brutal amount of nearly mind breaking force, her eyes rolling around as the cock in her mouth was pushed deeper, soon bumping against the back of her throat before easily pushing passed it.

The warm depths of her throat begin to convulse roughly around it, welcoming it and attempting to pull it even deeper into her. She found herself fantasying about becoming a changeling, about spending the rest of her days here, being bred by these changelings and being pounded full of eggs, then squeezing them all back out only to be bred full once again. 

The cock of the massive monster behind her begin to throb, the thick ridges of his member digging deep into the walls of her snatch, slowly melting away the defences that her mind had put up, she was not Pinkie Pie any more, she felt like she had become one with these changelings that were so brutally pounding their cocks in and out of her. 

Tears begin to drip down her cheeks as she choked softly on the length ploughing in and out of her throat, the ridges working to irritate and dig into the sensitive walls. She knew that her throat was going to be sore for ages after this, and yet she did not care in the slightest, because for all the pain it caused her, it easily caused her twice as much pleasure. 

Her back arched hard, and then her eyes flew wide as she realized that she was about to cum. The deformed changeling looked down at her with a comforting smile, then roughly grabbed her mane with a hoof and jolted her head forward to ram his cock even harder into her. 

She let out a number of shocked gags as she reached her hooves forward, clinging to him frantically for support as the huge changeling behind her let out a rumbling moan, his cock starting to twitch and dribble pre, showing that he was about to obtain one hell of an orgasm inside of her. 

Pinkie knew that that meant being pounded full of eggs and likely becoming a changeling, but by this point she was beyond caring. She wanted nothing more then to feel those eggs being pounded into both her holes while she convulsed in the throes of an intense orgasm between the two changelings. 

Her eyes rolled back, and she was pretty sure that the deformed changeling let out a laugh at the face she was pulling, but she did not care in the slightest, she was just happy that she had been able to bring someone so much joy.

And then she hit her peak, hard. A loud squeal tore from her lips, which vibrated around the cock and made her throat cling to the ridges, cutting off the air and preventing her from breathing. 

Stars danced before her vision, and she was pretty sure that her eyes were hurting from how far they had rolled back, but she was not bothered about breathing or pain at the moment, she was more focused on the most intense orgasm of her life.

The massive changeling behind her let out a soft grunt, arching his own back as he used a hoof to hold her still, his cock giving a few more twitches before he let out a gruff growl, thick ropes of green sludge forcing from his cock and blasting deep inside of her, waiting to fertilise the eggs that followed, while also slowly soaking into Pinkie’s womb.

After the green sludge had finished being blasted into her, a gruff grunt tore from his lips as the eggs forced through his cock, making massive bulges in his member as his eyes rolled up softly, the thick bulges slowly moving along his member as his eyes fluttered, an orgasmic look spreading across his face as he pushed his cock forward as far as he could, making sure that at least the first few inches were buried in her womb, ready to deposit their eggs inside of her. 

And then he let out a loud groan, the first egg moving through his shaft slowly, spreading her vagina entrance wide as it slid inside of her with a surprising amount of ease, the pink pony letting out a loud squeal as she was finally broken. 

This was all she needed. She had been foolish to try and escape. She collapsed onto the ground as her cunt quivered happily. She was pretty sure that there was green gunk dripping down her legs, she was not quite sure how many eggs she had had pounded into her, but it felt like there were a lot and it made her so happy.

She had found a new place in life and forgotten her old one. As she lay there in the half asleep state of bliss, she suddenly found herself filled with a strange feeling as several effects begin to take hold of her. 

The changelings had not always used parasites to turn people. In the early days before Chrysails had done much biological engineering to them, they had turned ponies by filling them with green gunk. 

The same green gunk that had just been pumped into her along with dozens of eggs. A warm, almost tingly feeling begin to radiate through her body from where the goo had touched her.

It was not stressful like the transformation with the parasite might have been, instead her body was filled with a relaxing sensation and she lay back against the ground as she let out a soft, pleased groan. 

Her pink skin begin to darken in tone and colour, Pinkie staring at it in a half delirious fashion as it went from dull pink to black, then begin to rapidly harden into thick chitin plating. 

She did not mind however. She was happy. Her womb was full of eggs, and she needed to protect them. Her body found itself drifting in and out of sleep, and each time she woke, something would have changed, either on the outside or the inside. It did not really matter, she was not paying attention.

In the end, there was nothing left of the pink party pony, apart from a bloated changeling broodmare that had taken her place, most of her memories lost in a flood of pure bliss.

But, she was happy… So was that really so bad?