As Shining Armour drew closer to the clearing that rested beyond the dense woods ahead, he considered, for the millionth time, abandoning the trip and turning around. He didn’t know why he was drawn to such a particular place, and home sounded much better than trudging through the dirt and mud to get to a stupid field. His step faltered and he hesitated, shaking his head and banishing the thought before continuing his journey.

The forest was in front of him now, and he was forced to duck and weave between the large trees and protruding branches. He could see the clearing in the distance, the soft light of the sun filtered through the leaves and cast it in a warm glow, and the closer he got to it, the quieter everything seemed to become. Craning his neck, he caught sight of a misshapen black bulge laying prostrate in the centre of the long grass. He couldn’t tell if it was alive, or even what it was from where he stood so he picked up his pace, darting unprofessionally around a tree in his way only to have his left hoof snag on an exposed root, tripping him up and sending him into a tumble.

        “Ow! For fuck’s sake! Stupid Celestia-damned tree! Stupid Luna-damned root!” he grumbled, staggering to his feet and stumbling into the light of the glade. He rubbed the back of his head with a hoof, glancing around to make sure nopony had seen his accident.

        “Well, that’s something at least. I guess the good thing about clearings in the middle of butt-fuck nowhere is that no pony can see you fall.”

        “Well, no pony except me, perhaps.” a weak voice said from the grass.

        Shining whipped his head around and readied his horn.

        “Hooves up! Step forward whoever you are!”

        “I would, but it seems I’m unable to thanks to you and your simply wonderful wife.” the voice replied, disdain evident in it’s voice.

        “My wife? What have either of us done to you?” he said, stepping forward to get a better look at the thing the voice belonged to. He stopped suddenly.

        “Holy shit. Chrysalis?! Don’t you fucking move, bug!"

        Shining Armour approached the Changeling cautiously. She was laying on her side, wings crumpled and frayed, her chest heaving weakly. Her carapace was scuffed and dull, cracked painfully in some places and dried blood could be seen to have trickled from her nose and grimacing mouth. She was cradling her front and back right hooves to her body in a way that suggested they may have been broken or fractured.

        “I’m happy, at least, to see that you received my call. Took you longer than I had expected though.”

        “Your call?” Shining Armour gawked, his tone laced with disbelief. “Don’t kid yourself, bug. I came here of my own volition, not because you told me to.”

        “Believe what you may, but did you not feel an inexplicable compulsion to come here? Did dreams of this very glade not plague you night after night?”

Shining shook his head, his expression one of fierce denial, but a flash in his eyes confirmed for Chrysalis that everything she had said was true.

“You don’t control me anymore, vermin.” he spat.

        “Then why were you drawn to me so? Surely it’s all a coincidence then, you just happened to wander to the very spot I now rest, broken and defeated. Correct?”

        “I- I- ...you don’t control me, Chrysalis.” he said again in a much weaker voice, his eyes flashing green for a fraction of a second.

        “Oh, of course not, dear! In fact, why don’t we test out just how much I don’t control you. Come here.” she ordered in a thin voice.

        Shining’s leg jerked forward against his will, bringing him one step closer to the ex-queen. “No!” he cried, scrunching his face up in an effort to resist her command. His legs continued their lurching trek forward as he strained against an unseen force. His eyes opened and darted around, wild fear in their depths. He tried again to step back, but to no avail. With all the power he could muster he fired up his horn and pointed it as Chrysalis.

        “Stop now and I won’t have to do this, bug.”

        “Stop what, my little pony? I’m not doing anything; remember, I don’t control you.”

        Shining Armour closed his eyes once again and funneled all the magic at his disposal into his horn. With a grunt he fired the charge at Chrysalis and opened his eyes expectantly, only to see a few dull sparks rain down.

“Wha-” he began in shock. “What the fuck happened to my magic?!”

“Can’t make the magic happen, dear?” Chrysalis teased in a snarky voice, “Don’t be ashamed! It happens to the best of stallions, you know.”

Unable to retaliate, Shining resorted to glaring daggers at Chrysalis as he struggled to free himself of the invisible force that controlled his legs. His body sagged in defeat as his hooves closed the distance between himself and Chrysalis. Against his will, he dropped to the ground in a kneel before the Changeling.

He found it increasingly difficult to work his mouth, but managed to sputter out, “F-fuck you, bug.”

“Ah! So you do know why I’ve summoned you!”

Shining’s eyes bugged out at her words.

“You see, I’m terribly weak, and so far from civilisation that I’m unable to change and feed off the love of all you insufferable little ponies. The next best thing for a Changeling in my position to do, though it’s not nearly as filling, is to activate a spell that lingers within the last creature they’ve lain with. The spell I activated in you calls you to me so that I may use you to strengthen me and replenish some of the energy I’ve lost. As I said, it’s not as potent as pure love, but it gives me enough to change and properly feed.”  

        Chrysalis placed a hoof under Shining Armour’s chin and raised it so she could lock eyes with him.

“Normal pony food does nothing for my kind, dear. The only things that can sustain us are pure, unadulterated love, and unhindered bliss. And, as you may know, in the midst of an orgasm, one feels bliss and euphoria unparalleled to any. So, my little Shining Armour, it’s my intention to use your body as a means to feed. You answered my call, and your purpose shall be fulfilled. Afterwards, when I have fed, I will expose your system to a special toxin that will wipe clean your pony genes and rewrite them into that of a Changeling. Once your change is complete, you will become my consort, and we will set about rebuilding my empire.” she adopted a simpering grin. “Any objections?”

Inside, Shining Armour was screaming bloody murder, outside his head gave a mechanical shake, and his lips stayed firmly together. The only thing he was able to control was the hatred burning in his eyes.

“Excellent!” Chrysalis exclaimed, letting her hoof fall to the earth with a thud.

“Rise.”

Shining complied, climbing to his hooves.

“I’m unable to move much else than my hoof, so roll me on to my back.”

Her order was carried out, and Shining was left standing to the side.

“Now then, dear, I need you to bring me to orgasm using your mouth. Make sure you do your very best job, or I won’t be able to extract enough bliss to pleasure you after.”

"No! No, I will not ! I refuse to let you control me again, you disgusting mongrel!"

Shining eyed the Changeling with fury and imagined crushing her skull beneath his hooves. He imagined wringing her neck and skinning her alive, but instead, all he could do was reply to her command in a robotic voice.

“Yes, my queen.”

He trotted over to her form and dropped to his knees. His eyes fell to her exposed pussy, glistening in the soft light of the sun. He licked his lips at the meal in front of him and leaned forward, inhaling her scent.

He carefully ran a light hoof along her inner thighs as his muzzle dipped lower and nudged at her entrance. With deliberate movements his tongue laved the succulent flesh of her inner lips, drawing them into his mouth as he worshipped her lovely pussy. His tongue found it’s way to her cunt, sliding in and massaging her depths. He explored every inch of her moist marehood, running his tongue lovingly over the spongy tissue of her g-spot, and drawing a breathy moan from her parted mouth. He withdrew and gently bit at her entrance, eliciting a sharp gasp from Chrysalis. He brought his mouth to her cunt again, flattening his tongue and running it roughly across her slit before curling it around her engorged clit. Drawing the nubbin into his mouth, he suckled it, dragging his tongue along the tender flesh.

Chrysalis was panting now, her hoof weakly pushing against Shining’s head, forcing his mouth closer to her sopping cunt. He scraped his teeth along her sensitive bud and returned to lavishing her cunt. Sealing his mouth around her entrance, he thrust his tongue inside her with vigor and sucked hard, repeated the motion until Chrysalis was writhing sluggishly beneath his mouth. He raised his hoof to her clit and stroked it while his tongue invaded her soaking depths. Soon she was a breathy, needy mess, drawing closer and closer to her orgasm as Shining’s attentions grew more urgent. His mouth found her bud again and drew it back into his mouth. He clamped his teeth gently around it and applied a bit of pressure, his tongue flicking insistently across it’s exposed surface.

His tongue massaged her bud relentlessly, causing Chrysalis to clamp her thighs feebly around Shining Armour’s head and cry out as an earth shattering orgasm rocked her body. As she rode upon the waves of pure pleasure, her wings began to mend themselves alongside her injured hooves. Her breathing grew stronger and the vice of her legs became stronger as she fed off her own bliss.

All the while, Shining continued his assault on her pussy, pistoning his tongue in and out of her clenching cunt as her orgasm tapered off into little shocks of pleasure that coursed through her newly healed body. He felt the hoof on his head move to push his face away. Shining complacently lifted his muzzle and looked to his queen.

“Excellent job, Shining Armour.” Chrysalis praised in a much stronger voice. "Tell me, did you enjoy that as much as I did?"

Suddenly, Shining found himself able to work his mouth. He glared daggers at the wretched Changeling and began spewing everything curse he knew at her.

"So help me, you Celestia-damned bitch! When I get out of here you won't stand a chance! I'll fucking kill you! Do you hear me?! I'll kill you for this!"

"Well now, that's quite enough of that, thank you." she spoke quickly, cutting Shining Armour off mid-rant and sealing his lips once again. "I thought you'd be more appreciative of the gift I've given you. I don't let just anypony service my pussy, you know. Hrm, perhaps in time you will come to love it, as many others before you have. Now stand up, and let’s see if we can’t get you ready for action.” she said, gesturing to his flaccid penis.

Chrysalis shifted her position so she lay before him, her head level with his nethers. Taking his cock in her hooves she brought it to her mouth and flicked her tongue across the small hole in the tip. Her tongue curled around his head as her hooves drew his sheath back and massaged his impressive length. She dipped her head, allowing her tongue access to the underneath of Shining’s stallionhood. She traced the veins that stood out on the pale flesh, dragging her tongue roughly from the base of his cock to it’s head in one sweep, drawing a guttural moan from Shining Armour. She withdrew her mouth and hooves, instead raising her right hoof to her mouth and circling her moist tongue inside one of the larger holes that perforated it. After making it sufficiently wet, she guided it around Shining’s now erect cock and began sliding it up and down, her tongue once again running along in the wake of her hoof. She wrapped her lips around his head and drew him into her mouth, flicking his tip to catch any precum she had missed. She sucked hard, hollowing her cheeks and curling her tongue around every part of him that she could reach while her hoof slide along his length.

Her free hoof came up and stroked Shining’s balls, taking their weight and massaging them softly while her mouth and hoof quickly brought him closer to orgasm.

With a sly grin, Chrysalis allowed Shining a small amount of free will, just enough so that he could control a few minor movements.

The hoof jerking him off slowed and came to rest of the base of his cock, making room for Chrysalis to bob her head and take all that was available of Shining Armour into her mouth. His head prodded at the back of her throat, causing her to swallow and take his member deeper into her vice-like throat. She held him there and made swallowing motions, causing the walls around his cock to ripple and pulsate while her tongue teased the rest of him, flicking softly against his hard flesh in a never ending assault.

The stallion above her was grunting incoherently now, all thoughts of resistance fled his mind as his cock throbbed painfully with the need to cum. He groaned loudly and began thrusting his cock into her mouth with rough, uncontrolled movements. He didn't care it was Chrysalis, he didn't care she was controlling him; all that mattered was the sweet vice of her mouth on his cock, and the velvety feeling of her tongue teasing every inch of his flesh. He lost himself in the feelings that bombarded his sense, loving every second of the torture Chrysalis was putting him through. A shaking forehoof came up and gently rested itself on the back of Chrysalis' head, forcing her head down to swallow more of his cock. He shuddered and gripped her head between both of his hooves, oblivious to the fact he was now controlling them. He held her head still and reared back, thrusting into her mouth more and more desperately until he finally felt his balls tighten with the promise of glorious release.

Chrysalis carefully reinstated her control over Shining and drew back, scraping her teeth lightly against his length, pushing him over the edge. With a cry his cock pulsed and he came, spunk shooting from his rock hard cock in massive spurts, coating Chrysalis’ mouth and tongue in his taste. She swallowed spurt after spurt of his essence, not wasting a single drop.

With a pop, she released Shining’s spent member and let her tongue trace her lips. She was already feeling more powerful, enough so that she could power her horn and coax Shining Armour’s limp cock back to life with a simple spell.

Rolling on to her back once more, she addressed Shining, “Now come here, my little pony, and fuck me.”

Without a word Shining approached her and knelt between her legs, placing a foreleg on either side of her head, he positioned his stallionhood over her pussy. He leaned down and gave Chrysalis a sloppy kiss, pushing inside her tight entrance in one fluid motion at the same time.

She gasped around his mouth, his cock filling her completely as he bottomed out inside her. Shining Armour moved his mouth from her’s, trailing his lips along her jaw to her ear, where he nipped at the sensitive flesh. His hips began to move, sliding his cock out slowly of her sopping slit, until just the head remained inside. With no warning his hips slammed back towards Chrysalis’, driving his cock back home hard enough to jolt his partner forward, a sharp cry of pleasure erupting from her mouth.

“Yes! Fuck! Like that! Just like that!” she moaned.

He withdrew and slid back in again, faster this time, hitting her walls at just the right angle to keep her writhing in pleasure beneath him. His cock pistoned in and out of her, shaking her body as she mewled in ecstasy. He moved a hoof down between their bodies and found her clit, rubbing it in circles as he drove relentlessly into her tight cunt.

He was filling her utterly, scraping against the ultra sensitive flesh of her marehood with every delicious stroke of his cock. Moans were flying out of her mouth against her will, egging him on, and making him slam back into her harder and harder until she was a screaming mess.

His teeth clamped down on her ear, causing a spike of pain to intermingled with all the pleasure that bombarded her sense. She screamed out, the sound echoing around the clearing along with the body of their bodies slapping together urgently.

He changed his angle, allowing him to hit her g-spot with every jarring thrust. Her walls convulsed around him, massaging his hungry cock as he slammed back inside her again.

Chrysalis’ body was humming with pleasure as Shining continued his assault on her cunt, her breathing became hurried as the fire in her pussy peaked, exploding and spreading through her entire body, causing her to scream out incoherently and shudder around the cock that filled her. Wave after wave of pure bliss assailed her senses, leaving her unable to move. Slowly, she came back to herself, riding on the residual shocks of pleasure that ran throughout her body.

Shining continued to slam into the mare below him, quickly pushing her to another orgasm. His hoof tweaked her bud, sending jolts of pleasure straight to her pussy as he captured Chrysalis’ mouth in another kiss. Their tongues dueled, each fighting for dominance as one particular stroke struck her g-spot perfectly, sending her spiraling into another intense orgasm. As Chrysalis began to cum, Shining’s balls tightened, and he pistoned his cock inside her a few more times with increasingly erratic thrusts before seating himself inside her fully and blowing his load. His seed coated her insides, leaking from her overstuffed cunt to fall to the ground below as Chrysalis’ rode her orgasm, oblivious to everything save for how good she felt.

Slowly, they both came down from their highs, Chrysalis was panting, but looked healthier and more energised from the whole ordeal. Shining Armour, on the other hoof, was haggard, promptly pulling out of Chrysalis and collapsing on the ground in an unconscious heap after his orgasm faded.

Chrysalis laid in the soft grass, panting as Shining’s seed dripped from her sopping pussy. Her hoof trailed to her messy marehood and scooped up a mixture of their juices, which she drew brought to her mouth and licked off, savouring the lingering taste of them both. A nearly an hour later she got to her hooves with a smile and trotted around the prone form of Shining Armour. She rolled him on to his side and placed her hoof under his chin, raising his head and locking lips with him in a deep kiss. Her tongue snaked into his mouth and ran along every surface she could find, smearing the potent toxin in her saliva everywhere in his mouth that she could reach.

With a gasp Shining's eyes flew open and locked on to Chrysalis'. She gazed back at him, watching with pride as his irises grew milky, fading completely to white before flashing green and recolouring a bright aqua. His ears flattened against his head and his entire body seemed to shift. His white coat began to tumble to the ground, revealing the quickly hardening skin below. His legs began elongating, and indents started forming, slowly drilling themselves deeper into his flesh until large holes perforated his limbs. He let out a sharp cry, mouth opening in a scream that revealed his new, sharp incisors.

"What's happening to me?!"

"You're becoming one of my kind, my dear. Soon you'll be superior to all those little ponies you left behind; soon you will be a Changeling, and we will create a new hive together! All of Equestria with tremble in fear, my love. And you're to thank."

"No!" he cried in pain and denial. His skin started to become dark, slowly all colour was leeched from his flesh, until a pure black carapace was left behind. His ears, previously pressed against his skull, shot up and folded in on themselves until they were but two antennae that pointed skyward. He fell to the ground again and lay there panting. With another great cry of agony he shot upwards as his back peeled away from his body, two brittle cyan wings punching forward and flaring out to their full span. The bare flesh surrounding them excreted a dark blue substance that soon coated his entire back, hardening into an iridescent shell that gleamed midnight blue in the sun.

Flakes of white rained down in front of his eyes as his horn disintegrated and reshaped itself into a curved and deadly point and migrated further down his forehead to rest right above his eyes. A sensitive webby flare erupted on the back of his neck and fanned out.

He collapsed once again, curling in a ball and wave after wave of pain wracked his newly changed body. Tears slipped out from his closed eyes, tracing their way along the tough surface of his face to fall to the grass below.

"You're almost done, my little Changeling. You've only got one more change to endure." Chrysalis spoke, lowering herself to the ground beside Shining as she stroked his face.

Shining's eyes flew wide once again and a bloodcurdling scream left his mouth. He rolled on to his back and began thrashing as his cock and balls reshaped themselves. His sac retracted into his body and grew nearly three times as large, re-purposing themselves to hold the eggs he would produce instead of semen. His stallionhood throbbed and stained against it's fleshy confines, ripping past the skin that surrounded it to grow to the size of a normal pony's foreleg. His sheath fell away, and a ridge grew along the underside of his new member. Within the ridge, a sharp protrusion grew, a stinger of sorts with which he would inject his fertile eggs into a living host that would bear his spawn.

"The worst is over now, my dear. I know you are in pain, so allow me to help alleviate what I can."

With that, Chrysalis settled herself between Shining Armour's hinds and gently gripped his cock in her hoof. Her tongue snaked out and wrapped around him, coating him in her cool saliva and dampening his pain. She trailing her tongue upwards and teased the slit that rested in his tip, flicking it gently and curling around the flesh that housed it. Shining moaned in pleasure as her tongue chased the pain away, raising his hips higher to allow her better access.

She looked up and locked eyes with Shining, her mouth dipping lower to envelope his throbbing member. Shining shuddered inside her, shivers crept up his spine at the sight of his queen servicing him.

"N- No! S- Stop, you f- fucking cunt!" he choked out, momentarily coming back to himself.

Chrysalis raised her head. "But don't you like it when I do this?" she said, tracing her fang along a more prominent vein running along his cock. "Do you really want me to stop?"

"Oh- Oh Celestia, yes! Augh! No! I mean, no! Please... please, don't stop. Please!"

With an evil grin she bobbed her head again, taking more of his length into her hot mouth. Her tongue circled his head, squeezing it and massaging it gently while his moaned underneath her. She hollowed her cheeks and bumped his cock into her throat, swallowing deeply to take all of him inside her.

With a growl Shining raised a hoof and held her head in place, not allowing her to move or breathe. Her throat convulsed, gripping and milking him for all he was worth. Desperate for air as she choked upon him for what seemed like eternity, until with a cry he let her go and shot his load down her throat. She pulled back and sucked in a shaking breath, only to get another mouthful of his ejaculate coating her tongue and face.

After a few more spurt erupted from his cock, he fell to the ground and passed out from exhaustion once again, a smile gracing his lips.

Chrysalis licked her lips clean and climbed to her hooves, her eyes trailing over the new form of Shining Armour with obvious pride. She turned and stretched, activating a quick spell to clean her pussy of the messy cocktail seeping out, as well as the cum that was plastered on her cheeks and chin. With one last look at her body to make sure everything was healed correctly and in order, she fluttered her wings and took to the air, a malicious grin painted on her maw as she started towards Canterlot.

This time, she would not fail in her takeover of Equestria.