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

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

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

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

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

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

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

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

"Illuminate." Said a voice in the darkness.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Hush you. Twilight replied.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"M-more, please." Twilight begged.

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

"Nah!" Twilight gasped.

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

"Hnmmm, deeper." Twilight moaned.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"What-"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Ummm..." Twilight said nervously.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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