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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Twilight nodded and did as instructed.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Well it's been..."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Brutalis..." Chrysalis sneered.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Have you been mating?" Brutalis asked.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Chryssi, noooo!" Twilight screamed.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"More than half of them wanted Twilight dead, but the Queen and every other low ranking drone that has lived in this colony over the last few years refused. They do not know her, they do not trust her." The drone growled angrily at his superiors, most of which paid him no mind.

One of the larger drones stepped forward. "This is swarm business, as per tradition others of her power or greater may challenge her for leadership rights in a fight to the death. As she is weaker than more than half of us, I will be the first to test her mettle."

Celestia gritted her teeth, her wings, tail, coat and mane setting on fire, rotating in hue's that would make the sun itself jealous. She lifted her hammer, now bathed in golden flames with a hot white sun on the end of the maul and a tail of fire dancing on the end above her head, resting it on her shoulder. "Over my dead body will you lay one hoof on her!"

Luna followed suit, quickly transforming herself into Nightmare Moon, her war scythe tearing up the ground as it radiated wild shadow magic all over its surface. "I concur, take one step forward and I will be dining on changeling sushi tonight."

Celestia turned to Luna. "Ewww.... I'm all for theatrics and everything, but meat? Seriously Luna?"

"Meat sound's good tonight...here I thought I would only suck the godlike powers from one Alicorn and now two more show up."

Twilight's ears shot up, her head soon followed as she watched Brutalis stand up, twisting his neck back into place with one stern push of his foreleg, his broken mandibles quickly healing.

"What are you fools waiting for? I won the fight, I am the new master of the swarm. Seize those two while I suck this spare no count dry." Brutalis stared at Twilight and Twilight stared at him, her mouth hung open in disbelief.

"The foul beast yet lives!" Luna shouted. Luna tried to dive into the hole, but found herself tackled from the side by one of the larger drones which she tossed aside like a rag-doll only to be assailed by two more.

Celestia was faring no better. While they were no match for her they were still preventing her from assisting Twilight.

"For the Queen! Protect Queen Twilight!" One of the smaller drones cried. Suddenly hundreds of worker drones swarmed into the room, breaking down a wall and slamming into six of the larger drones and slamming them though the opposing wall.

"Quickly! While we hold them off!" The drone shouted.

Luna jumped down into the pit, landing both back hooves firmly in Brutalis's face, sending him staggering back into some crates.

"You will takes the lives of no one else today, scum. Surrender now and I will endeavor to make your death as swift as possible." Luna watched Twilight in her peripheral vision. "What are you doing Twilight? Flee while you still can!" Luna lunged forward with her war scythe, locking it under one of Brutalis's leg plates and ripping it off as if it were merely glued on. Brutalis quickly countered with a punch aimed at Luna's waist which was blocked with the scythe shaft and countered immediately with a thunderous headbutt.

Twilight couldn't move. Her mind was racing a mile a minute trying to make sense of what was occurring. S-she died to save my life...she scarified herself to spare them the existence of that monster. Chrysalis...why did you have to leave me. What should I do... Twilight searched her emotions of what to do next when images began to flash in her head, images that were coming from Brutalis's mind. Images of him killing Luna and mortally wounding Celestia before sucking her dry; painfully, in the same way he envisioned killer her.

Her sorrow was disappearing, quickly being replaced by something else. Something she was warned by Luna and Celestia that she should never let out of control. Hatred, not just anger for the monster that she watched trade blows with Luna, but pure unbridled hatred. Every fiber of her being wanted him dead.

Use it on him, focus only on him and you will do fine. Finish him, don't let him hurt any other.

Twilight looked down at Chrysalis, the voice in her mind was of her, but she knew it was her own grief playing tricks on her. She still laid there, unmoving and not breathing. Her attention turned to Brutalis whom was handing Luna her generous black plot.

Brutalis's managed to counter block Luna into a corner, his forelegs firmly around her neck, his member only inches from penetrating her. "Once this is in you, it will all be over. Your death will be swift, I have MUCH more painful plans for the eldest of Alicorns." Brutali's moved in, his member no more than an inch from Luna's nethers when a bolt of deep shadow cut his member clean off, another larger one slamming into into his side, knocking him off Luna.

"Raaagghh....!" Brutalis rolled on the ground in agony, briefly spraying copious amounts of blood on the floor before he managed to seal up the wound.

The entire room turned the color of deepest night, with only a single spot of vivid lavender purple glowing in the center.