Chapter 1
Starlight Glimmer was dreaming.
She was running, from what she didn’t know. All she knew was that if she slowed for so much as a second they would get her. She ran, branches tearing at her coat and mane, nearly tripping over the uneven terrain under her hooves. Her horn sparked as she tried to focus her magic, but in her blind panic she couldn’t summon anything coherent.
She tripped on a rock and was flung into space, even the ground beneath her vanishing until she was sailing through an empty void. She looked without seeing, legs swimming desperately in air that was thick like pudding.
It was at this point Starlight became aware enough of her dream state to wake up. But that was no picnic either.
The pudding turned to thick mud as she slowly pulled herself out of sleep and into the waking world. As her body woke up, the first thing that became apparent was pain. A dull throbbing ache that started with her horn and spread to the rest of her body like poison in her blood. She groaned and kept her eyes firmly shut as though that would help.
The thought of casting a pain-suppressing spell crossed her mind, but with the way her horn already felt she didn’t relish the sharper pain that would bring.
For a time Starlight merely existed, awake but no better for it. She kept her eyes firmly shut, dreading opening them to see the remnants of a party she wouldn’t remember throwing but would remember cleaning up. Or, worse yet, the face of some creature she didn’t recognize beside her in bed.
Or, worst of all, a face she did.
After an eternity of just sitting and wishing for the pain to stop, Starlight bit the bullet and opened her eyes.
There was no party mess, nor was there a creature beside her in bed. There wasn’t a bed. There wasn’t much of anything. Starlight stared into an empty cave, lit by some unseen source, barren save for the puddles of water on the ceiling.
Ceiling?
It took Starlight an embarrassing number of seconds to put together that there weren’t puddles of gravity defying water on the ceiling, but rather she was hanging upside down. That would explain the headache.
Starlight began to move her head around. Or rather, she tried to. It took a few attempts for her to understand her head was somehow restrained. It felt like she was held in place with chewing gum that had dried out and become difficult to pull apart. She attempted to move her legs only to be met with the same result, the entirety of her body held in place by some unknown, sticky substance.
Panic began to trickling into Starlight as the fact she was more or less immobile became apparent. She took a few calming breaths, well she took a few breaths, and looked up. The stuff holding her in place was green and semi-transparent, the slime of some creature. Slime that could, in theory, be dispelled with a strong enough repulse spell. She braced herself. Given the throbbing in her horn, even a simple telekinetic magic wasn’t going to feel good. But the alternative option was to hang there and hope whatever creature had left her hanging there was inclined to simply let her go.
Before she could start up a repulse spell to free herself, Starlight heard the scrap of feet along the ground.
“Ah, you’re awake,” said a voice like a dozen buzzing insects. “Finally.”
Starlight held back a gasp as an all too familiar face came into her line of sight. Queen Chrysalis, the title more honorific than anything else given her recent deposement. The former queen of the changelings looked only slightly worse for wear since the last time Starlight had seen her. Her mane was significantly more disheveled than before, a number of twigs and leaves sticking out of it. She looked no more or less gaunt than normal, and the holes in her legs remained ever present.
“What-?” Starlight began to say before the dryness of her throat became apparent and she went into a coughing fit.
“Still a little woozy?” Chrysalis asked in mock sympathy. “After the trouble you have given me, that shall be the least of your punishments.”
Starlight stopped coughing and fixed the changeling with a determined look. She didn’t say anything, only lighting up her horn as she prepped the repulse spell.
Only to stop a moment later as a bolt of pain shot down her horn and tore through her body until even her hooves felt like they had pins in them. She let out a sharp cry, something that seemed to amuse Chrysalis.
“I thought about mentioning the anti-magic slime on your horn. But, it occurred to me that letting your figure it out for yourself would hurt more.” Chrysalis snickered.
Starlight huffed and gasped, shaking as the pain subsided into the same dull ache as before. She blinked tears from her eyes and looked at Chrysalis with as much determination as she could still muster.
“What are you planning to do with me?”
“Ah, straight to the point,” Chrysalis smirked. “Well, Miss Glimmer, you invaded my home. You stole both it and my changelings away from me. You had the gall to offer your so-called ‘friendship’ to me at my lowest moment. You took everything away from me and then rubbed salt in my wounds because it makes you feel oh so above it all.”
Chrysalis stepped closer to Starlight, until their faces were mere inches apart. “What do you think I’m planning to do?”
“Hold me to ransom,” Starlight might have been groggy and in pain, but she could still deduce the obvious. “Or just kill me.”
“Celestia would sooner scorch the whole of Equestria than bow to any demand I made, especially if all I had to ransom was you,” Chrysalis snorted. “And as for killing you, well… I consider that insignificant compared to the damage you have wrought. No, I have a different punishment in mind for you, Miss Glimmer.”
Chrysalis took another step closer and for a second Starlight thought she was going to be stabbed with the changeling's horn. Instead, Chrysalis touched her twisted horn to the slime encasing Starlight. There was a pulse of magic and Starlight was released from the slime’s grasp, spilling unceremoniously to the cavern floor.
Starlight bit back a moan of pain, not wanting to give Chrysalis the satisfaction. She looked up at Chrysalis, the changeling looming over her like a cat with a wounded mouse. But the not unfamiliar malice in Chrysalis's eyes was secondary to something else Starlight could see from her current position.
Chrysalis had a cock. Shaped like a stallion's, although nearly twice the size of any cock Starlight had ever seen, and the same shade of neon green one would expect at a rave. Behind the shaft was a set of heavy looking balls, black like the chitin around them. Starlight had enough modesty to blush as she shakily got to her hooves, her body sluggish.
“You may as well release me, Chrysalis,” Starlight said with as much defiance as she could muster, which admittedly wasn’t much. “Have you ever heard the definition of insanity?”
Chrysalis smirked. “Several times, but I’ll humor you. Go on, tell me.”
Starlight crinkled her nose, a bit off put by Chrysalis’s dismissive tone but she forged ahead none the less.
“Insanity,” Starlight began in as grandiose a voice as her headache would permit. “Is doing the same thing, over and over again, expecting things to turn out different. I should know. I once tried to destroy Twilight by going back in time to make sure she and her friends never met. But each time, she managed to reverse the spell and bring us back to that point. I kept trying to ruin her, to make it so the mare and her friends who stopped what I was doing in the Village of Equality practically never existed. But no matter how many times I tried, Twilight reversed it.”
Chrysalis brought a hoof up to inspect, clearly bored by Starlight’s speech. The mare herself was more irritated than she should have been, but it didn’t matter. This was the killing blow.
“Don’t you see, Chrysalis? You keep kidnapping and replacing ponies to try and steal love and power for yourself. You keep doing the same thing over and over, thinking that this time you’ll succeed. You need to-” Starlight cut herself off mid-sentence as Chrysalis began picking at something in her teeth. “Are you even listening to me?”
“Hm, what?” Chrysalis looked up and smirked at the deep frown on Starlight’s face. “Sorry, I kinda spaced out some time around when you said ‘insanity’.”
Starlight snorted. “Forget it, Chrysalis. Just… just do whatever you’re going to do so we can get this over with.”
The tall changeling tutted and blew a kiss at Starlight. At first all the unicorn could do was raise an eyebrow. And then a moment later Chrysalis’s kiss visually manifested as a smokey pink heart sailing through the air and directly into Starlight’s face. She coughed, unintentionally inhaling the tainted air. It made her feel warm, like a fire had started in her belly.
“Don’t be so quick, Miss Glimmer,” Chrysalis said in a sultry tone as she slowly closed the distance between them, swaying her hips sensuously all the way. “I’m not some two pump chump like your precious Sunburst.”
Starlight's eyes immediately snapped to the cock under Chrysalis’s barrel, watching the turgid length bounce with the sway of her hips.
“Do you like it? I made it especially for you,” Chrysalis licked her lips as Starlight blushed again and quickly looked back up at the changeling’s face. “Oh, don’t be embarrassed. I know your needs haven’t been met by that so called special somepony of yours.”
“You can rape me all you like, Chrysalis,” Starlight meant to spit the words at the bug, but they came out weak and trembling. “B-but you’ll never-”
“Rape you?” Chrysalis, a creature that more or less sustained herself via rape, said in an aghast tone. “Miss Glimmer, I am many things, but a rapist is not one of them. I have never once made love with a pony or creature that didn’t want to.” An evil smirk crawled across her face. “Well, after a fashion anyway.”
Starlight choked, feeling the heat in her belly spread to the rest of her body. Not even during her estrus cycle had she felt such a burning need for cock. It took all of her rapidly crumbling willpower to not turn around and lift her tail. Or fall to her knees and suck in the hopes her mistress would deign to fuck her like the little slut she-
Starlight blinked and shook her head.
“Do you w-worst, Chrysalis,” Starlight said with a whine in her voice.
“Hush now, Miss Glimmer,” Chrysalis said as she closed the distance between the two. “I think you shall enjoy this more than you will care to admit.”
Chrysalis sat on her haunches, leaning back and pushing her hips forward so her cock stood straight up in the air, wobbling around slightly under its own weight. A musky, distinctly masculine aroma that Starlight had previously missed wafted over from the pillar of meat. Her nostrils flared and she inhaled deeply. Try as she might, she couldn’t resist inching closer to the wonderful scent. Nor could she stop the growing wetness in her pussy.
A smug grin stretched Chrysalis’s lips, revealing her pearly fangs. Starlight blushed harder and averted her eyes as she more or less dragged herself in front of the changeling. Chrysalis neither spoke or moved, simply sitting there while Starlight fidgeted.
It occurred to Starlight that, aside from the magic-blocking slime of her horn and the general grogginess of her body, she wasn’t being restrained in any way. Chrysalis was an imposing figure, but her current position was too awkward for her to give immediate chase if Starlight made a run for it. True, she had no idea how many accomplices Chrysalis had in the caves nor how to actually get out of said caves. But, it couldn’t have been that many and Starlight wasn’t too shabby at mazes.
Starlight could have bolted right then and there. Even if she was caught, it wasn’t likely Chrysalis would do anything she hadn’t already planned on.
Instead, Starlight sat down and reached a hoof out to touch Chrysalis’s cock. The organ was warm and stiff, twitching at her touch. She traced its length, down to the heavy set of balls at the base. She had to use both hooves to heft them, feeling the weight of the cum inside.
“Mmm, that feels nice,” said Chrysalis huskily, snapping Starlight back to reality and making her quickly jerk her hooves away. The changeling snickered and lit up her horn, surrounding Starlight in her aura. “But, as much fun as it would be to watch you hem and haw over my dick, I find myself growing impatient.”
Starlight let out a little yelp as she was suddenly yanked into the air by Chrysalis’s magic. She was maneuvered over the changeling’s flared head, watching as pre-cum leaked from the head. She hated the little jolt of pleasure she got at the thought of being impaled on that shaft, rubbing her thighs together in some vain hope of blocking access to her wet and needy cunt.
To Starlight’s surprise, Chrysalis’s magic held her legs together, pressing her hooves firmly against each other as she was slowly lowered down. She didn’t understand what was happening until her soft hooves pressed against the head of Chrysalis’s cock. And, after a moment of pressure, slid inside them.
Then Starlight had no fucking idea what was going on.
The magic around her gave a firm shove and she was suddenly up to her knees in changeling cock, Chrysalis moaning loudly at the sensation.
“What the fuck!?” Starlight practically screamed as she sank steadily deeper.
“Ooo, yes,” Chrysalis groaned, her own hooves quickly grabbing her dick and jerking it. “This feels so fucking goooooooooood.”
“What are you doing!?” Starlight shouted, wincing as her voice bounced off the cavern walls and back at her ears.
“I am, oh fuck, p-punishing you,” Chrysalis tittered as Starlight’s thighs stretched her cock. “You to-oooook my drones aw-way, so now you, ah, shall be replacing them!”
Chrysalis leaned her head back, serpentine tongue lolling from her her mouth as hot cum boiled up from her balls. It soaked Starlight’s already consumed legs and soon splattered over her ass, groin, and belly. Starlight bit her lip and tried, unsuccessfully, to stifle a moan. The contact of white gooey goodness on her cunt sent a bolt of pleasure up her spine, making her wish the cock was going into her and not the other way around. Her clit winked out of her folds and she humped the air desperately, an unfettered whine escaping her mouth.
It was only when she felt the pressure on her body resume, and her ass pressing against the head of Chrysalis’s cock, did Starlight register what the changeling had said a moment before.
“R-r-replace?” She stuttered, unable to keep her hips from thrusting forward.
“O-o-ooo, you will see,” Chrysalis said in a sing-song voice just before her cock claimed Starlight’s ass with a wet slurp.
Starlight bit her lip, her magically enhanced libido briefly going to war with what few shreds of dignity she had left. Dignity lost quite spectacularly. Starlight shoved both fore-hooves down to her groin, letting them be claimed along with her hips. She rubbed her cum-splattered pussy like she was trying to start a fire, gasping as each stroke seemed better than the last.
Chrysalis laughed, appearing to take great pleasure in watching Starlight succumb to her basest desires. Starlight ignored the changeling’s mirth, focusing as much of her mind as she could on getting off. She managed to hit her peak a moment before the next ‘gulp’ swallowed her up to her chest. Her orgasm was more understated than Chrysalis’s had been, only a slightly louder than average grunt coming from her throat and her legs kicking as much as the tight, hot flesh around them would allow.
The unicorn shuddered as her orgasm rolled through her, a pleasant if momentary distraction from the fact she was being fed to a cock. The pleasure faded and left Starlight feeling clear-headed for the first time since she had woken up. Everything about her situation was absurd, from the former queen devouring her to the mere fact she was being fed to a cock.
Starlight only registered her legs having entered Chrysalis’s balls when they were forced to curl up as she sank to mid-chest in green dick. Her limbs, no longer tightly squeezed and massaged by flesh, now felt like they had sunk into particularly hot pudding. Starlight tried to not think about that as another hard magical shove on the top of her head sent her ass into the ‘pudding’ and the head of Chrysalis’s cock around her neck.
Almost completely encased, Starlight could feel every flex and twitch of the over-sized dick around her. She imagined she looked quite comical, just her head poking out the top of a green cock. She would have laughed if it weren’t for the growing dread in the pit of her stomach.
“Nnng, I have missed this,” Chrysalis said, prying one of her hooves from her cock to pat Starlight’s face. “I suppose I should thank you. If you had not ruined everything, I would not have thought to do this, again.”
Chrysalis’s hoof moved from Starlight’s face to the top of her head. “Goodbye, Miss Glimmer.”
Starlight considered begging, but kept her mouth shut, wanting to deny Chrysalis the satisfaction. The changeling shoved down hard and in one, wet slurp, Starlight’s head vanished. She winced and grimaced as hot dickflesh pressed against her face, smearing cum onto her cheeks. The scent of musk mixed with the cum, overpowering Starlight and making her gag. Mostly in disgust with the renewal of warmth in her groin. She squirmed, feeling Chrysalis’s stroking hooves around her, hearing her muffled moans as she was forced down into the changeling’s balls.
She curled up into a fetal position, half submerged in hot spunk. The inside of Chrysalis’s sack glowed a faint green, letting Starlight see, if only barely. She wasn’t sure what was going to happen now. Chrysalis had spoken of replacing her drones, although Starlight couldn’t imagine how her being in the former queen’s balls helped that.
Starlight was suddenly jostled as Chrysalis adjusted her position, feeling the bug poke her through her fleshy home. Cum splashed over Starlight, giving her an almost complete coating of the viscous fluid. She pulled her hoof up to her face, to wipe the cum off her nose and not to lick her hoof clean, of course.
She dragged her tongue over her hoof, gathering up as much of the salty, slightly bitter cum as she could. She swished it around in her mouth for a moment before swallowing. She sighed as she felt it slide down her throat, smacking her lips. She ducked her head down into the pool she sat in, getting a big mouthful and quickly gulping it down as well, detecting a few sweeter notes now.
Starlight shifted herself around as best she could, worming one hoof back to her pussy while bringing the other back to her face. She started rubbing her folds at the same time she began licking her hoof, cleaning all the hot gooey goodness out of her fur. She timed her strokes with her licks, her pace growing more and more frantic by the moment. Even though this whole situation was insane, it was oddly arousing too. She idly wondered if the cum would turn acidic, the thought making her rub faster.
As if on cue, Starlight suddenly got a lot more fur in her cum than before. She sputtered, spitting out her current mouthful and staring at her hoof. Even in the dim light, it was plain to see her fur was falling out. Chrysalis’s cock and balls actually were digesting her.
She started stroking faster, focusing on the pleasure as she ignored the hard truth in front of her. She had to get off one last time before she got turned into jizz for Chrysalis to breed a new army with.
The sack jostled again, splashing cum in Starlight’s eyes. She blinked and sputtered, rubbing her eyes with her hoof before she considered the consequences. Her limb felt strange against her face, devoid of fur, but it didn’t feel like naked flesh. She blinked the last of the spunk from her eyes and stared at her hoof yet again. It glistened dully in the low glow of the sack, but not just with its coating of cum.
Her hoof appeared to be covered in the same chitin as her devourer.
Starlight opened her mouth, to shout, to cry, to demand somewhere tell her how the heck that was supposed to work, she wasn’t sure. But it came out as a gurgle as she was tossed about again and a wave of cum rushed down her throat. She coughed and choked, hoof working her cunt completely on auto-pilot as she swallowed cum in an attempt to not drown.
The sack squeezed around her as her throat finally cleared and she was able to take a breath. It hadn’t occurred to her that she might not have much, if any, actual air left in there. Starlight gagged and gulped desperately, noticing the cum level appeared to be rising. Only a moment later Chrysalis’s balls filled completely and Starlight was submerged.
She managed to push herself over the edge of orgasm a moment later, giving herself a screaming, thrashing send off.
Starlight was suddenly aware of air filling in lungs as she was once more spilling onto the floor.
She went into a coughing fit, feeling the cum cooling against her body, sliding off it to join the growing pool of the stuff on the floor. She heard a low moan of pleasure from behind her and turned.
Chrysalis sat on her haunches, a dopey grin on her face as she lazily stroked her still hard cock. Cum leaked from the head and ran down the side, lubing up her hooves and allowing them to glide smoothly up and down her mighty shaft.
The changeling Queen smacked her lips and sat up a little straighter, prying her hooves from her cock and smiling at Starlight.
“I am glad to see you again, Miss Glimmer. I must say, you look better this way.”
Starlight blinked and her hooves shot to her face. She didn’t feel anything different, wings buzzing with confusion at her queen’s remark.
Wait.
Starlight looked down at her hooves. No longer did she see the soft purple fur she often put far too much time into grooming, in its place was a hard, shiny shell. She craned her neck down, taking in her new, black and green body. She reached up to her mane, the mane she occasionally had to resort to robbing Rarity of her shampoo to maintain. It too was gone, replaced by more chitin and a pair of fins where her ears once were. Her horn was still there, thank the Queen, although it appeared to be thinner and possess a curve.
“What…” Starlight only managed to get out a single word, her voice now having an alien buzzing quality to it.
“As I said before, you are to replace my lost drones,” Chrysalis grunted as she got to her hooved. Her cock, still as hard as ever and now sticky with cum, bounced against her belly as she approached Starlight and cupped the newly minted drone’s cheek. “Do not fret, my child. You have not lost a thing. Rather, you have gained so much more.”
Chrysalis reached out and tapped Starlight’s horn. There was a flash of green fire and suddenly, Starlight was her old self once more. She stared in awe at her fur, softer and silkier than she had ever imagined, before turning her gaze up to her Queen.
“How did-” Starlight started before there was another flash and suddenly she was shiny and black once more. She let out a soft whine.
“Hush now, child,” Chrysalis said in a warm, motherly tone. “I will teach you how to use your new gifts. Soon, you can be your old self anytime you want. But you can also be anything else you, or I, desire.”
“I… understand, my Queen,” Starlight said, not at all bothered by the title slipping from her lips.
“Good,” Chrysalis smiled. “Now, I think it’s best we break you in properly.”
Starlight looked down at her Queen’s mighty cock and giggled nervously. “Will I be able to... fit that inside me?”
“You would take an entire pony, with practice.” Chrysalis licked her lips. “But, we shall get to that later. For now, turn around and present yourself.”
Starlight nodded, blushing. Well, she felt like she was blushing. Could changelings blush properly in their default form? She would have to ask her Queen later. She turned on her hooves, careful to not slip in the copious amounts of cum on the floor of the cave. She pressed her face into the wonderfully smelling substance as she pushed her ass up for her Queen, pushing her tail aside as her wings buzzed with anticipation.
At first, there was nothing and for a moment Starlight wondered if she had somehow misinterpreted her Queen’s instructions. Then she felt her Queen’s breath on her wet, needy cunt, followed by her Queen’s tongue spreading her folds and warming her up for the cock that was sure to come.
Starlight giggled and moaned, wiggling her hips to show she was enjoying her Queen’s attentions. It wasn’t often a lowly drone like her was graced by a Queen, after all. She was almost sad when the Queen's tongue retreated. But that feeling was quashed under the weight of anticipation, knowing what was to replace it.
Legs, longer than her own, stood at either shoulder as her Queen stepped over her., getting into position. Another, louder giggle came as Starlight felt her Queen’s cock sliding against her folds. The head slipped by her cunt, dragging across her soft underbelly up to her chest. A clear demonstration that she was going to be absolutely wrecked.
The cock drew back and Starlight was left waiting for an eternity before the head speared her pussy. Her jaw went slack and her tongue flopped from her mouth as inch after inch of thick cock was pushed into her. She could feel her insides stretching around the intruder, the pleasure almost unbearable. A pony would have found the stretching unpleasant, even painful. But Starlight was no longer a pony. She was the first and most loyal drone in her Queen’s new army.
And she couldn’t have been happier.