Chrysalis' Egg Basket

by Standard Deviation

Chapters

• Zecora
• Pinkamena
• Trixie
• Male Changeling Drone, Pt. One (not for the faint of heart)
• Male Changeling Drone, Pt. Two

Zecora

"While my brew is left to steep I must travel into the forest deep. A plant that grows only under the canopy, one which will set her aching joint free."

Applebloom was positively hopping on the spot, grinning at Zecora as she added a few more ingredients to her kettle.

"It's awful nice of ya to help us out, Zecora. I was thinkin' maybe I could get my cutie mark for bein' a medic!"

Ah, so there was the reason it was her and not her sister that came out. Even so, Zecora couldn't stop herself from smiling; so many of the townsponies saw Applebloom as a nuisance or a curiosity but her joyful vivacity of youth, the camaraderie she and her friends shared and the bonds that had been forged in their common goal to help one another find their destinies was nothing short of admirable.

"My dearest Applebloom if even that is not so you should be proud that you help your home."

A little knot-root and copper leaf would dull the pain, then all that was left was... wormroot. Here in Equestria, she had only found it in the depths of the Everfree and while most medications could be synthesised without it, the toll time had taken on Granny Smith could only be undone by it.

Bottles clinked and rattled as the zebra searched through one of her shelves. It would be in a red bottle, behind a turquoise one and specially kept for... Ah!

"Take this to her for now, to be drunk only in small sips. It should ease the strain of her aching hips."

The filly took the bottle, stuffing it into her saddlebag but still stood there, watching as Zecora prepared her own.

"Can't Ah go with ya?"

It was a question often asked and always given the same answer. Taking her into the forest was fine when it was near the edge, or near her home but any more and it was too great a risk. For a life as precious as hers there could be no chance taken.

"Child as I have said before, for the unwary pony the forest has many dangers in store." Applebloom looked off, scuffing a hoof on the ground and still refusing to leave. Only when Zecora took her chin in hoof did the pout leave her face. "When you are older I give you my word, I will show you the forest's hidden hoard."

"Ya promise?" So close, Zecora easily heard the quiet whisper and leaned in to nuzzle the filly.

"Promise." The first to show kindness and friendship, a heart of innocence and goodness that filly possessed. She would make a fine apothecary were she a zebra but fate would hold other, greater destinies for her.

"Thanks, Zecora! I'll see ya this evenin'!" And like a shot she was off, along the now weathered path to Zecora's hut.

Time was when it couldn't be discerned against the rest of the forest's undergrowth but now with so many regularly calling for remedies and general alchemical supplies it marked as much a change in attitudes as anything else. To be part of a community, a greater whole and to be appreciated for it. Her life and calling kept her here but it was the friends she had made that led her to stay.

The kettle would simmer away in her absence, the brew requiring the time to infuse properly. Perhaps she might find some other supplies when out; at the least it would make the precarious trip all the more worthwhile.

With her door shut and home behind her, Zecora kept her hood around her head and her ears perked up. The forest was deceptively quiet during the day, with many a silent predator stalking about to catch the unaware. Simple pouches of irritants and thick mist-forming substances would see to any attackers but it was still better to avoid trouble.

The soft light that pervaded the area surrounding her home dimmed further, obscured by a thick canopy that left a vision of night in its wake. It shouldn't be too much further now but the plant would still be difficult to find, not bearing a large flower. If it meant relief for Applebloom's grandmother then-

Zecora halted, the sound of hoofsteps coming from either side. This far out there shouldn't be any of the townsponies or even the occasional bandit that roamed this far to civilisation. If it was a trap of other beasts then the pouch of irritant should do its trick.

There was no time to use it; her head ducked into her saddle basket, Zecora never saw the shadowy figure that leapt from the bushes and knocked her over. The two went tumbling, a few small pouches spilling from her saddle basket and falling harmlessly to the ground.

"You foul beast who challenges me so, you have only made my-"

"Hold her!"

The voice was not one she recognised nor did it bear any resemblance to a pony's; it had a flange to it and carried the weight of one who was accustomed to command. In an instant two more dark figures emerged from the bushes and were upon her. With hoof and leg they pushed the zebra down and held her.

For only a moment, her size belied a wiry strength and with a roar Zecora cast one of her attackers off, quickly following on with a hoof to the face of another. The last had leapt off her before she could make any strike and they stood face-to-face. It was a sight she had prayed to her ancestors never to bear witness to: a changeling.

The lands of Zebrica, so hot and dry were no place for those foul creatures and the zebras had been spared the worst of their infiltration attempts. But even here, there had only been good news of those same attacks being foiled. How was it that they came to be here, so close to the town housing the Princess' own student and friend?

"You come to my home and dare attack me? Show yourself, do not flee!"

Even among the tales of changelings there were some that had been mostly forgotten and only fragmented pieces remained. Much of their society was unknown but had been preserved was knowledge of the queens; tall creatures, black as the rest but possessed of a pale beauty. That could be said of the thing advancing upon Zecora but she hesitated to call the queen beautiful.

"I suppose it is too much to ask underlings to take care of every trifling matter."

Amidst a green glow that surrounded the queen's horn, Zecora felt herself being lifted from the ground and her limbs being held. Try as she might, it was impossible to push against the invisible force that kept them stiff and straight.

"Oh do stop struggling, you're only going to make this more difficult for both of us."

Eyes narrowed, Zecora cast back her hood and bared her face. The queen's eyebrows raised, eyes sweeping over her features.

"You filthy beast, so low in the dirt, it is not I who shall be hurt. Your own foolish games have sealed your fate, for when-MMPH!"

Stepping closer, the changeling's smile grew and she tapped her horn to Zecora's head. "Yes, that's enough of that."

Struggling became more difficult, her limbs tired from both fighting against the magic and... whatever it was that was done to her. Even her eyelids felt heavy and despite her best efforts not to, Zecora felt them close upon the sight of the queen smiling malevolently upon her.

It was dark when she awoke, dark not from the trees overhead but from the stars that twinkled in the sky and the moon that rose. Had she really been out for so long? What had taken place in that time? Had the changelings been driven off by the local guard or perhaps Twilight Sparkle after Applebloom alerted them to her absence?

"Finally! I was beginning to wonder if you'd ever come to again."

That voice, it was the same one she heard before falling unconscious. The changeling queen! In a flash, Zecora was twisting this way and that, ready to turn every ounce she had to breaking free of the magical grip of this changeling and show her the true might of Zebrica.

She was twisting. Moving. It took a moment to realise - while in the queen's magical grip there was no movement possible. Horror overcame the zebra as she looked over herself - thick green slime covered her hooves and held fast no matter how much she pulled. More pressing than that was just where she was - surrounded by the ruins of some long forgotten building.

"Fitting, isn't it?" The queen stepped about behind Zecora, drawing her attention as she cast a hoof over the view. "That I am to breed my new hive in Celestia's old seat of power."

What could she say? Better to wait and hope for an opportunity to present itself as these blundering villains so often did. Her travels in many lands had revealed hubris was a common enough trait.

"And you, you will be my brood mare. Do you know how long it's been since we could say that of a zebra?" The queen was close now, her voice rich with malice and scorn. "So long that even my brood-mothers could not recall it."

A changeling guard passed by Zecora's view, not even stopping to look at her as he disappeared behind a wall. She was at one end of a great hall, cracked glass all that remained of what was once probably a beautiful alcove. She stood upon a dais, like some sick spectacle for the rest of those changelings to gawk at and perhaps even steal themselves a...

That train of thought trailed off and Zecora shivered. That was surely not what was in store for her; why else would the guards not be seen? Which left the question of just what was going on.

"If... If you do not let me be free then others will come in search-"

"Hmm, no, I'm afraid that's not what's going to happen." A shiver ran through the zebra at the touch of the changelings hoof upon her back. "You make your home in the forest, we know that and they know it too. You won't be missed."

Above all others, one question came to the fore of Zecora's mind - for how long? Was she to be used and then returned? Or kept with them and taken to wherever they had made their home. It was hard to decide which fate was worse.

"Quite a shame, really. I would have thought such a beautiful mare would have more of those wretched ponies trailing after her."

The hoof moved up her body, along her back and to her withers. Were it not for her longer legs, she might have had to try and mount up over the zebra but as it was, it was easy for her to step over and straddle Zecora. One quick movement of her tail and it was yanked aside with a tingling pull of the queen's magic.

"Ah-ah! Don't even think of denying me that jewel of the desert." It could never have occurred to Zecora, never would have were it not for something stiff pressing at her rump. "My delicious little zebra, you have so much love for those ponies; don't you think it would be far better to let me drink from that well?"

Sure enough, that stiff something began to swell and then to press out and against her. It was hot and hard and moistening in a way that signalled it as only one thing. But... this was a queen! It had to be some trick of magic, some way to unsettle her and leave her exposed. Just as those white fangs trailed against the skin of her neck.

"Hmm, it doesn't really matter, I suppose. In time you'll come to love me just as much as our children." That flanged voice was interspersed with muted clops as the queen shifted her weight about. Zecora felt it then, poking right at a spot a stallion would. It felt altogether too real.

"H-Help! Somepony, hear my plea and-MMPH MM, MMPHMM!"

A heavy sigh came from the changeling and she ceased in her movements momentarily, Zecora watching in horror as more of the same green slime from her hooves began to form around her mouth, cutting it off from moving.

"You know, I really didn't want to do that, you have such a beautiful voice." A softer sigh then, warmth spilling over the zebra's neck and she shivered in response. "I hope they're as beautiful as you."

Then she struggled. Zecora bucked her hips and shook her head from side to side, desperately giving in to her need to do something—anything—to stop this. Her grunts and muted growls passed to desperate and fearful whimpers and then silence as her body ceased in its convulsions. There was no way out. Not unless rescue came before anything might happen.

"Are you finished? Good." More shifting and then Zecora felt that same something press against her, leaving her body rigid and her eyes wide. "I would like to enjoy this."

The shape was unmistakable - a penis. The rounded head poked at her rump, fluids smearing across her cheeks, leaving a damp trail as the queen grunted and tried to find her entrance. There was no point even trying to move aside, she would find her goal and claim it; Zecora could only stand still and wait.

Surprising and shaming all at once was the sensation of it hitting its mark as well as her own moistness running over it. It was neither right nor fair but her body willed it all the same - it had been so, so terribly long since she had lain with a stallion and while this was a mere simulacrum, it was something.

"My, someone else is enjoying this too, hmm?" Zecora could only whimper as the queen rocked her hips and ground her long black cock against the zebra's entrance. "Such a shame I had to gag you, I would have liked to hear you beg. To whisper my name in desire," her voice descended to that of a whisper, "Chrysalis."

For long moments more that engorged organ ground against her, drawing shameful shivers and sickening little throbs of pleasure. It was maddening in its own way, her body fighting her mind to give in, to take whatever small bit of relief it could from this. Even to the point of the zebra pushing back against the changeling, eager to have that stiff member inside, to be filled and claimed and...

When she felt the head of that cock press against her, Zecora only let her head fall and push back to meet it. It pushed her labia apart, throbbing under the warm fluids that greeted it and the queen let out another satisfied sigh as her hips pushed forward. That was as far as either got, the turgid member struggling to make its way further.

The queen was not one to have her will opposed though and simply dug her hooves against the stone and heaved forward.

It was as well Zecora was gagged for as loud as she screamed, only a dull sound came from her throat.

Queen Chrysalis growled low and angry, delighting in the Zebra's resistance. Too long, it had been too long since she had taken a brood mare and this one was tighter than any she could recall. Her hooves pulled at the zebra's chest, welcoming her back into the embrace of the Queen's thighs as she bucked her hips and forced her cock in.

It was monstrous, filling every inch that could be and Zecora struggled to breathe against the sensations that wavered between pleasure and pain. Fluids spilled from her and the tip of the Queen's cock in equal measure but it only made the going marginally easier. Each new thrust was met with a new ache and each time she pressed herself further back onto that meaty organ.

She was determined to see this zebra full, that Chrysalis had been sure of even before now. But the way that hot interior clamped down on her, near squeezed the life out of her made it all the more worthwhile. She gasped and groaned, pausing briefly to let a shiver run through her body as she neared the medial ring of her penis.

The warm folds of the zebra were inviting, oh so welcoming but she needed more still. She had to be sure there would be room to fill her with her eggs, the sac inside her already full and waiting to be emptied; the anticipation in itself was nearly enough for her to simply drive herself in to the hilt and be done but this should be savoured.

Zecora's mind was reduced to a hazy mix of pleasure and fast dulling pain. The worse of it was over, the Queen's mighty length almost in to the medial ring. Her insides pulled it along, needing it inside, squeezing it for whatever it may offer up but all that came were more of those tempting fluids.

A grunt escaped her as she attempted to lower herself, to spread her hind legs further and let the Queen press into her deeper. Those ebony thighs pressed down against her hips as finally the medial ring was in and she knew it was approaching its end.

Just a few more thrusts, a few more quick, desperate thrusts and this little mare would be full. Chrysalis' tongue spilled over her lip, her resolve dissolving in the face of finishing. She couldn't help but grunt into quiet whimpers as the last few inches of her cock finally entered the zebra and their hips met. Those hot, moist muscles working every inch of it, undulating in an almost perfect match to her own throbs were maddening. She could simply let go now, spill herself and embrace the ecstasy. But she wanted her mare to enjoy this just as much.

Still, it was impossible not to hold there and grind, to feel those hot fluids roll in long rivulets along her testicles to drip off.

"It feels... feels-OH-good, d-doesn't it?" Every little twich, any little movement at all and it sent a lance of pleasure through the Queen. "I can... tell you want more!"

Chrysalis pulled an inch out, smacking her hips back against the zebra's to mutual shivers shared between the two. One thing she could not control was how much she leaked into Zecora, fluids amply filling the mare only to leave her working her hooves on the stone to keep herself in.

And then out again, more this time and far easier than the entrance, only to thrust violently forward and meet her body with a loud, wet slap. The sounds, the smells! Their mixed arousal was impossible for either not to pick up on, only fuelling the two.

Finally, Zecora could let out a long breath as the Queen pulled out of her further. It kept up until the throbbing head of her cock was all that remained inside, her body working furiously to draw it in. Chrysalis answered that call, heaving forward as Zecora pushed back as much as her slimy bonds would allow. The two met with a crack of rump to hips and the changeling Queen was momentarily sure this was it, she had passed the threshold.

But thankfully her body proved more resiliant and under shaky hooves she was able to slowly pull back out and thrust forward with less force, more leisure. The zebra was so wet it was difficult not to simply lean forward and sink into her; instead, Chrysalis spread her own legs and took up a gentle rhythm, stretching out her partner. Her precious load would need all the room possible to ensure it would fill Zecora in just the right way.

She was too far gone now, too lost to the lurid act to offer any real resistance. Zecora could only try to stop her body from collapsing; no more was there pain but only aching pleasure at finally having herself tended to. It was all she could do to forget the moment and focus on something else.

"More," Chrysalis called, slathering her tongue along Zecora's neck, "More!"

Her hips rolled back and forth, spattering mixed fluids back against her balls as she let herself slowly build. At this stage it was involuntary, the head of her cock distended on her own, separating into the tri-form organelles that would push the zebra open. They were far more sensitive than the outer skin, each thrust now leaving Chrysalis breathless as she sped up.

"P-... Prepare... yourself," she grunted, searching for just the right spot. It was at the base of Zecora's mane, just along her withers where fangs could easily bite in. And then, to silence her own cry of pleasure she did so, letting them sink into the flesh.

Her cock pulsed once, no more fluids coming but instead the head flared out and distended to its full sized, leaving the way open for her eggs.

The sac inside her undulated, forcing the first one out and she near fell across the zebra's back from the sensation of it passing along inside her. It ran down the length of her cock, pressing the sensitive flesh into the warmth of the zebra's; the head of her member coming down to push it deep into Zecora before another followed.

It marked a steady stream of small eggs; each one another bringing with it more rippling waves of pleasure. No matter how Chrysalis bucked her hips there was not another inch to spare, no more to give the zebra than she already had.

One of her hooves lovingly ran along the length of Zecora's body, feeling her stomach start to swell out under the magnitude of the eggs filling her. It stayed there, inching its way out as the stream continued. Each one made the zebra shake and each time Chrysalis' eyes rolled back in delight. Her decision to take on the zebra was well placed.

But eventually the stream began to slow, more and more instead being replaced by thick, lubricating fluids. Chrysalis eagerly awaited the end, knowing what yet lay ahead of her.

When the last egg passed and the head of her cock reformed, she slowly, shakily pulled out and examined the mare. Even from her vantage she could see how her stomach swelled out at the sides; a sight more beautiful had not greeted her before. Save, perhaps, for the tip of her aching cock still stuck inside Zecora.

One merciless thrust later and she was buried to the hilt again, hunched over her back as she started up the same rhythm.

Pleasure radiated from between her legs, from those heavy black orbs that smacked against the zebra with each heavy thrust. It wouldn't be long, it couldn't be, not with the memories of what had just happened still fuelling her desire.

And tired as she must be, Zecora's body still worked to draw what it could from Chrysalis' member, still squeezed and drew in, still left the mare grunting as she thrust. The head of her cock swelled up again, this time staying together and simply mushrooming out. It slowed her down, marginally so; the pleasure from the increased resistance kept her going.

That pleasure from between her legs intensified, warm delight tingling through every inch of her member as another orgasm gripped the Queen.

Thick strings of a semen-like fluid shot from the head of her cock, now buried once more in Zecora. It filled her, quickly turning viscous and almost solidifying. Those eggs would remain secure in their long journey back to the hive and beyond that, until they were finally ready to be hatched and the zebra was ready to accept another brood.

Those thoughts melted away in a haze of pleasure as Chrysalis lay herself on Zecora. Oh yes, she had chosen well.

Pinkamena

Friends? Who needed them. They abandoned her on the day when it counted most, got together for their own party and made sure to keep her excluded.

Pinkamena Diane Pie puffed at a lock of pink mane that fell across her face, scowling at a passing pony who dared to glance at her. This far from Ponyville it was odd to even encounter anypony. Probably out visiting the rock farm, picking up some granite or siltstone, this was the season  when the masons would be looking for it. Her scowl deepened as she considered that, turning away from the farm at a junction.

If her meanie-pants ex-friends were gonna ignore her then she just had to go and find some new ones! Ones that weren't dumb ponies who thought they could take advantage of her and then turn their backs. Maybe Gryphonia or Zebrica; Pinkamena halted suddenly as an image of a laughing gryphon passed across her mind. Definitely not Gryphonia! Which left the zebras. Zecora knew what it was like to be shunned, to have those dumb ponies turn on her which meant the other zebras might just share her feelings.

"Excuse me, miss." The voice was soft and melodious, unlike any she'd heard before. "Could you give me some directions to Ponyville?"

The mare's coat was a pale grey, just like Inkie's but her mane was long and its dark green locks—almost black—shimmered in the afternoon sun. Poking out from under that mane was a magnificent horn, the same colour as her coat. As her eyes trailed over the mare, Pinkamena's scowl faded just a fraction.

"You... You don't wanna go there, it's full of meanies and grouches and all sorts of other horrible ponies!" Forgetting the sight before her, Pinkamena scrunched up her nose and turned back towards the town. "They'll lie and lie and then turn their backs on you, right when you-"

She had not been expecting a gentle hoof to gently close her mouth nor a smiling face to greet her out on the roads. Nor had there been any expectation of the hug the stranger offered.

"You poor, poor thing," the mare murmured, "you sound like you've had a horrible time there."

Were it not for that hoof, that mane, the gentle rise and fall of the mare's chest against her own, Pinkamena might well have continued on her way. But in that one moment she could only bring her own hooves up to hold the pony hugging her, to grip so tightly she almost feared she was causing her pain.

"I... I thought they were my friends."

Had there not been another pony to say that too she might have been able to hold back her tears, to let them simply vanish in the wake of those memories but it was still too fresh, too raw. She wept, openly and bitterly, rubbing her face against the mare's withers as she struggled not to sob.

"I always wanted some friends, and-and then when I found them they... they abandoned me," she wailed, her whole body shaking, "it's not fair!"

The grey mare stroked Pinkamena's long mane, quietly shushing her.

"Some ponies just want to hurt ya, sweetie. They don't care about what's inside."

The sobs had died down to something manageable, her tears flowing not quite so fully and Pinkamena pulled back to look at the mare. She really did have the most lovely green eyes.

"Inside?"

In response, the mare reached out and placed a hoof on her chest. Pinkamena followed the line of it, along her withers and neck, up to her face. A face that bore a smile warmer and guileless in a way those of her friends never were.

"Oh." It was a long way, maybe a little company wouldn't be too bad. "Umm... I... I-I could show you to a different place. Better than that town."

Another hug, one that left a warmth in her chest even when the mare pulled away. Even when they started off again, still with Ponyville to their backs it was there and Pinkamena avoided looking at her whenever possible. Every glance left a funny butterflies-fluttering-about feeling inside her.

On hoof, it was a lot longer to Neightona Beach than she recalled. On the few times previous with her friends- ex-friends, she reminded herself, they had always taken the train. Even then it usually entailed a sleep along the way before they could take off in excitement and laughter to soak in the sun and sand.

The mare—Facet she said her name was, for the heart-shaped sapphire on her cutie-mark—thankfully revealed that she had brought a tent and bedding, enough for two ponies. Being out on the road so much often meant meeting others who weren't so prepared so she made sure to offer her aid whenever it was needed.

That warmth inside Pinkamena spread out further as their hooves touched repeatedly, putting up the tent. In the light of the setting sun she looked magnificent, her green eyes regarding her with all the kindness she'd hoped to find in another pony. Facet wouldn't betray her, that was certain. She could be the pony Facet needed on the roads, one to keep her spirits up, to make her smile.

"Pinkamena? You okay?"

Lost in thought, she hadn't noticed Facet levitating a steaming mug of cocoa before her and gently took it with a sheepish grin upon being recalled back to the world.

"Yeah," she quietly noted, a small smile forming on her lips, "yeah, I am."

With a flick of her magic, the tent's front was zipped open and Facet held the material aside, nodding her head towards it.

"C'mon, we can sit inside and enjoy these."

There was not a moment of hesitation for Pinkamena as she ducked into the tent, pausing only briefly when she felt something touch her. Something warm and soft and slightly moist, something that left a deep blush upon her cheeks and an unwillingness to look back.

Facet never said anything upon entering but the small smile she wore told Pinkamena all she needed to know.

As their cups emptied and the light outside grew dimmer, the talk between the two quietened until they simply sat there together, both heads nodding. When they could stave off their tiredness no longer they retired to their respective sleeping bags, Pinkamena making sure to keep her own close to Facet's. Her life had taken a number of strange and frightening turns this day but at last it felt like things were finally starting to settle.

"Where is that accursed zip!"

Pinkamena cracked one eyelid open and then the other, blearily. It was such a pleasant dream, one of she and Facet simply lying together under a tree. Maybe, if she played her cards right, she could convince her to zip the sleeping bags together. It'd make up for being woken by her.

"Aha!"

Or perhaps Facet had the same idea? It'd explain the sound of the zipper coming down as well as the influx of cooler air. Pinkamena shivered, turning about to regard the mare she was sure was standing over her, ready to duck in and...

In the darkness it would've been hard to make her out, to see that dusky-grey coat against the blackness of the night but even so, something was off. Those eyes were more luminescent than Facet's and sat higher than they should be and in the tiny bit of light that filtered in from the moon, she could make out a small pair of fangs on whoever this was.

"F-Facet," Pinkamena called,reaching over, expecting to feel a lump in the other bag but instead found nothing.

A green glow suddenly filled the tent, illuminating the figure standing over her - tall and glisteningly black, a bent horn jutting from its head and two shining wings on its back. She had never seen anything like it before; it was terrifying and it was intriguing.

"I'm right here, Pinkamena." The creature leaned down, smiling, close enough to the shivering mare that she could make out small holes on its... hooves? "I've been here, all along."

It sounded like Facet, that soft voice that captivated her so easily and when one of those black hooves ran through her mane it left her shivering in the same way. But how could it be? It wasn't Facet, it wasn't the mare she'd fallen asleep next to but she still had no idea what it was.

"Who... Who are you?"

The question drew a soft laugh from the figure who lay down in the light, keeping its hooves to either side of Pinkamena.

"Don't you recognise me? I'm Facet, I am the one who you offered all that delicious love to." Was it a her? She sounded female. "But I have been called many names by many ponies."

She wasn't who she said she was, she even lied to other ponies! The thought filled Pinkamena like a raging fire, making her leap to her hooves and glare down at the creature before her.

"My real name, if you wish to call it that, is Queen Chrysalis."

Still heaving her breath, Pinkamena turned that over in her mind - it... sort of made sense. A queen couldn't just go about with everypony knowing who she was, they'd swamp her. Which would explain why she had—somehow—changed what she looked like. One thing did remain, though, those long green locks were just as beautiful as they had been on Facet.

"You... This... I want an explanation!"

Sitting on her haunches and folding her hooves, Pinkamena waited as the Queen sat back up—much taller, she suddenly realised—still smiling as placidly as she had been.

"I am a changeling, my dear. It's not surprising you don't recognise me, we prefer to keep to ourselves or enter your society as ponies." Holding up a hoof to stall the mare below her, Chrysalis continued. "Not all are accepting of how we look and so to make their lives more pleasant we change to suit their needs."

It... sort of made sense. It still didn't explain why their queen was just walking a road by herself.

"What were you doing when you met me?"

The Queen froze up, regarding Pinkamena for a long moment before continuing.

"Just passing by, in search of somepony who might understand."

Understand? What had happened to her? Had she been betrayed by her friends too? Or was she just looking for somepony who understood what it was like to have everyone ignore you unless they needed something. Something moved in Pinkamena at that thought and she reached out a hoof to the Queen who tapped it with her own.

"You were lonely, too?"

The nod that came after made Pinkamena's heart skip a beat. Of course! It all made sense!

"We changelings have a... unique diet." It was difficult to fight the urge to move away as the Queen leaned in, her height left her with a rather imposing stature. "Love."

Eating love was, without doubt, the strangest thing Pinkamena had heard. What kind of creature could even eat it? Then again, what kind of creature could just change what it looked like?

She looked down for a moment, considering the Queen's words and was stirred from her thought at the sensation of a hoof brushing a lock of her pink mane from her face. She felt it then, that same swelling of emotion that Facet left her with, when she looked upon the Queen's face.

"It is why I could never leave you, even if I would want such a thing. You have so much love within you, so much warmth and kindness that I would never go hungry again."

Her mouth fell into a small 'o' upon hearing those words. Her ex-friends had just used her, taken what they needed from her to make themselves feel better without ever caring for how she felt. And yet here was a Queen who admitted she needed her but who made her feel good, made her feel wanted.

"So... So what does that mea-"

She cut herself off, hearing Chrysalis grunt and shift herself about. The light from her horn shifted, exposing a large bulge along her stomach Pinkamena hadn't noticed before. And something else, something further down.

"What's wrong?" It was impossible to keep her hoof away, to try and feel for something that may be wrong with the changeling. Her... friend.

"Forgive me, Ah!" The Queen shifted again, moving her hind legs apart. "Your love, your sweet, delicious love has been so rich that it has furthered my brood."

Of course, that would explain the bulge in her stomach but it still left the long, stiff something poking out from between her hind legs as a mystery. Her voice was unmistakably female and she called herself a Queen so there would- could be no way it was what Pinkamena thought it was.

"Are you gonna have little baby changelings?" That she might have played a part in it, to bring new life into the world warmed her.

"No... Ah! N-No, I must... deposit them, first." Each stroke Pinkamena made with her hoof against that hard something, the Queen shifted closer. "I must find a host for them to mature in."

Without even thinking, she blurted, "I could be your host!" Both sat in stunned silence for a moment before Pinkamena took one of Chrysalis' hooves in her own. "I-If I helped make them then I should do that for you, right?"

The Queen cupped Pinkamena's chin in her hoof, leaning down to whisper in her ear, "You must be sure of this. The process is quite... intense and I do not wish to harm you."

Oh yes, just like Facet, except in the short time she'd known the mare, any thoughts of her had not left Pinkamena with shaking hooves and a far more intense fluttering in her stomach.

"Is... Is that what this thing is?" Her hoof strayed to the top of the thing between the Queen's hind legs and a shiver ran through her.

"Yes," she hissed, leaning in to nip at a pink ear, drawing a gasp from the mare, "If you agree, I will mount you like a stallion and deposit them in you, so they might grow strong from the depth of your love."

Like a stallion... it'd been so long, so terribly long since she'd felt the touch of one. Or even another mare. Now she had a way to experience both. The fire that had died down to embers swelled up in Pinkamena and she pushed the Queen suddenly, landing her on her back atop one of the sleeping bags.

The long, black member jutted out from between her legs - it was far larger than any stallion's she had seen before, majestic and dribbling clear fluid. A hunger of her own, awoke in Pinkamena and tossing her mane to one side she grinned down at the Queen.

"I'm gonna mount you!"

In the soft light, two fat black testicles were just as clearly visible and Pinkamena thrust her nose into them, inhaling the Queen's rich musk deeply. So like a stallion's but her mind was filled with Chrysalis' dark beauty - the carapace that shone in the light, her long mane and tail, gravid belly and turgid member.

Without thinking upon it, a hoof snaked down between her own thighs and rubbed at a quickly dampening spot. To cover the moan that threatened to escape her, Pinkamena thrust her face between the legs of her Queen and wrapped her lips around the base of the thick shaft. The taste filled her mouth and now it was impossible not to moan, to draw another shiver from the mare before extending her tongue to lick against it.

Using only one hoof to keep Chrysalis' legs apart, Pinkamena moved up, licking and sucking at the thick cock that pooled fluids at the stomach it was pressed tight to. With a hunger she hadn't realised she had, she pushed on, quickening her pace until her lips slid over the tip and her mouth was awash with those fluids.

"Ahn! Yes, d-don't stop!"

That voice! That beautiful voice commanding her, it was like a siren's call. She couldn't resist, couldn't stop herself from taking the head of that fat cock into her mouth, from running her tongue over and around it, from drinking every drop of that hot fluid that poured from it. It throbbed angrily against her but a hoof held it in check, held it fast that she could push down.

She was grinding against the sleeping bag, her hind legs splayed out as she pressed herself down on her hoof. The other still ran up and down the cock stuck partway in her mouth, still pressed more of that fluid from it until the flow turned too thick and Pinkamena pulled herself off, stifling a cough.

"Please," came the Queen's voice from overhead, "I-I have waited so long."

She would never have to wait again,not so long as Pinkamena remained with her. With shaking legs and an ache between them, she moved further up, trailing her tongue along the distended stomach of her lover until she felt herself positioned just right. Every drop that came from her own body drew another throb from that member, making it spasm and slap against her. Both mares gasped at each meeting, Pinkamena holding on tighter with every touch.

A small, whimpering sound arose in the Queen's throat and Pinkamena could take no more - steadying herself she pushed back, onto the shaft that awaited. Both shared another gasp as her labia were pushed wide by the head, a mixture of their fluids dribbling down both pairs of legs. She needed it, needed that thing inside her! Needed to feel those eggs, to know her Queen had given all that bountiful life to her!

But the size made it difficult and despite how she pushed herself back it was a slow go. Chrysalis' moan rose in pitch and volume the more of her aching cock Pinkamena took; only her resolve saw the pink mare's lips tightly sealed to save herself from joining the Queen. No stallion had ever compared to this, to how full she felt the more entered her; none had ever made her quiver with the heat and copious offering of fluids.

She finally moaned, breaking her silence, "I need more! More!"

Using the Queen's hind legs to stabilise herself, Pinkamena pushed herself back until she straddled that black waist. One look down and she gasped, seeing just how much more was still to go - each little twitch of the cockhead making her lose more of her grip and slide a little further. And each inch that passed forced more of those fluids out, further lubricating both of them, speeding it along but still not enough.

Wrapping her hooves around the black legs at her back, the pink mare grit her teeth and pushed down. There was no sound from her this time, barely any more movement save her pupils shrinking and a grin forcing her lips into a tight curl. Her hooves came around, resting on Chrysalis' stomach and with one almighty thrust she bottomed out on the mare, meeting her hips with a wet smack.

"Gngh!" It was so satisfying to hear that. "Y-You're going too fast!"

"Good," Pinkamena growled, "I want those eggs!"

For now the feeling of that fat cock would do, stretching her beyond the limit of any stallion before, hot as her own body. But she couldn't stop herself from shaking as she stood back up, nor could she resist her own spasms, muscles rolling along every inch of that member that was left in her. One of her hooves reached back, yanking her tail up and Pinkamena bit down on her lip gleefully, shifting her weight from side to side and squeezing her Queen all the while.

One breath, two and then she thrust herself down, giving her tail another tug just as her rear smacked against the two fat testicles under her. Her reward was another fat glob of that fluid, a quavering cry of pleasure from Chrysalis and the body beneath her shaking all over. All those worked up feelings, all those barely suppressed fantasies of Facet - how could she have imagined the mare was even more magnificent than she thought?

"More, oh more! Don't you dare stop!" Two black hooves came to rest on Pinkamena's shoulders, the pink mare taking hold of one and letting the other do its work in pushing her down on each thrust.

Breathless and panting, Pinkamena rode Chrysalis for all she was worth. She still somehow kept up that light and with it, she could catch glimpses of her open mouth, tongue lolling to one side as a stream of lurid groans came from her. She wanted them, wanted to hear them more - leaning in close to her Queen, she held fast and worked her hips.

This... this was perfect. She almost had to bite into that chitinous hide just to stop herself from making any more noise; without having to prop herself up she could put more strength into each thrust, make it shallower, quicker, leave herself empty for less time. Her hoof kept a tight pull on her tail, exposing all for her Queen, ensuring not an inch of the smooth skin around her labia did not touch upon Chrysalis and leave tiny pricks of pleasure radiating out.

"Come! On," Pinkamena growled in time to each thrust, "Fill! Me! Need! Eggs!"

She was lifting her hindquarters high with each thrust, enough that only the tip of that twitching cock was inside her before she rammed herself back down. Each pass of the medial ring left her shivering, left a haze of pleasure in its wake. She didn't know, didn't care how these eggs were to spill forth, her mind was solely taken up with the need for it.

Chrysalis' black hooves on her withers descended, running across her shivering body to rest on her flanks and then her rump. Pinkamena whipped her head about, taking her tail in her teeth and holding it tight, her eyes focused on the hooves pushing her down and the cock filling her.

The little tent was filled with the wet slaps of their bodies meeting, the muted grunts from both mares as they furiously worked themselves, and the thick scent of their arousal. Added, finally, were Chrysalis' own thrusts, her hips weakly rising to meet Pinkamena's. She had to be close, had to be!

"Wait... wait!" The Queen gave an almighty shove, shaking all over and Pinkamena felt the head of her swell out violently. "L-Let them come!"

On the cusp of asking she stopped, feeling it - that swelling changed, shifted into the head of her cock parting and each slithering end holding her open. Something moved along inside it, pressing against her insides until it escaped in a glob of fluids; a small, oval egg.

It was one and then two and then more as the slow passage of each turned to a steady flow, Chrysalis' hooves pushing down tightly on her rump. Little need as there was, Pinkamena continued to grind her hips down, struggling to feel more of that delicious thing inside her, to have more of those eggs.

She could feel her own body begin to swell as the Queen's went down. Her tongue flicked out over her lips, eyes rolling back in her head as the feeling of fullness took over. This, too, was more than any stallion had ever given her, could hope to give her. How long would she be able to hold these inside? How long until they were birthed and her beautiful Queen could fill her again?

"Keep... keep going," Chrysalis muttered, starting to thrust again. The flow of eggs hadn't stopped but only slowed and Pinkamena was too taken up by the press of them to stifle a groan. The combined feelings of fullness and that thick member stretching her rhythmically again were becoming too much.

Her legs too tired to do much more than hold her up, she let Chrysalis take over, starting to thrust with more strength as the flow of eggs died down. As it did so, more of that fluid started to pour and the head of her cock closed, returning to its rounded but quickly thickening state.

"Oh, my loyal subject... my beloved consort!" That voice was stronger, louder and the Queen wrapped her hooves under Pinkamena's hips. "I-I have... so much love to give you!"

Pinkamena was lost to a haze of pleasure. Rolling herself back, her hooves stroked along her swollen abdomen and a quiet moan escaped her. The eggs inside were rocked about by each thrust, the fluids spilling into her keeping them lubricated and moving. It was too much and she could hold on no longer.

Her muscles clamped down on Chrysalis' member, her body using its last strength to drive an orgasm through the mare, to leave her shaking and whimpering atop the Queen as her legs wrapped around those of her lover.

There were grunts and growls, guttural groans as Chrysalis used her own reclaimed strength to keep the mare filled with her cock. She was close again, so terribly, wonderfully close. Every wet smack of the mare against her balls left her closer to her second orgasm, inching closer until with one last thrust she was filled again and Chrysalis let out a cry.

With nothing to brace her legs against she could merely hope, dimly, that the mare wouldn't make a move as thick ropes of semen-like fluid filled her. It would solidify in time, after the Queen had stopped shaking and moaning, after the pleasure that gripped her loins died down and the two had parted.

For now, with the love of the mare atop her leaving her full as a tick and her own eggs and fluids leaving Pinkamena equally full, they rested. In the morning they would set out again, to find themselves a new home where they could raise this brood together.

Trixie

Run out of Ponyville, laughed out of Fillydelphia and her latest attempt to blend into and garner some information from Manehatten had been a bust. Ever since meeting that unicorn in that two-bit town, bad luck had been Trixie's only companion. In a land awash with history and arcana, surely there had to be some kind of mystical artefact somewhere. Something, anything she could use to put that upstart in her place!

Trixie sighed, finally able to pull her caravan into a spot off the road to Trottingham. Maybe she'd find what she sought there, in that old town which still proclaimed itself as home to one of the finest museums outside of Canterlot's own. And if not that then... perhaps a unicorn willing to barter for training. Or willing to give directions to one who would.

Pots clanked against the small stove she kept in her caravan, some wilted lettuce and asparagus following quickly after in her magical grasp. She should be performing for the Princesses themselves! She should be entertaining foreign dignitaries!

"At the least, somepony else should be cooking dinner for Trixie," she muttered darkly, searching about for some dried vegetable stock. At least then she wouldn't have to eat like some common peasant.

The stove had only been lit before there was a knock at her door. The sight of a brightly painted caravan might well have attracted somepony's attention but it was far too late for a performance. Plus she was about to have her dinner; not even loyal fans came before such necessities. An artiste always needed time for herself to prepare for another day of crafting wonders.

Except the knocking didn't stop but only became more insistent the more intent Trixie turned to ignore it. Honestly, who did these ponies think they were? Were all the natives of this burg so inconsiderate of other's?

With a huff, Trixie set down her pots and stomped over to the door, determined to give whoever it was a sound earful that would ensure they never bothered another pony at such an unreasonable hour. The sun had barely set!

"The Great and Powerful Trixie demands an explanation for your inconsiderate imposition upon her domicile!"

A tall, hooded figure stood at the base of the steps that led to the door. In the dark of the evening, Trixie couldn't make out the face of whoever wore it but the bulge denoted that the wearer was a unicorn, at least.

"My apologies for intruding but there are rumours that you seek a great power."

The voice was low and hushed, rich and feminine - rather like her own. Surely a pony that styled herself after Trixie was one to at least listen to, to say nothing of how the prospect of her search finally coming to an end left her at least willing to consider this pony's words.

"And just what have these rumours had to say?"

The hooded figure turned to look up, revealing two green eyes peering out. They were quickly joined by a wide smile, the only features visible in the darkness.

"That you are willing to pay handsomely for any information."

It was true enough; her lockbox was a little lighter these days than she would have liked but Trixie made sure to keep a store of bits for a pony who was willing to part with the right bit of information. Any foal could tell her to look for the ancient castle in the forest just outside of town, after all.

"If you're here to waste Trixie's time then-"

"I have come with the knowledge of how you may gain the power of command over anypony you desire."

Mouth still agape, Trixie froze where she stood. The power of command? She could return to Ponyville and make that little witch into her personal hoof-stool! Or better still, force her to offer up her magical secrets! She could make everypony across the land attend her shows and cheer for her, just as she deserved! If it was indeed, true.

"If you would allow me to come in, I can divulge all the information you need to know about this powerful magic."

Hesitantly, Trixie stepped back and held the caravan's door open as the figure stepped up and entered. The mare—she was sure it had to be a mare—stepped through the interior to sit back on the bed; none of her chairs offered enough room for her to sit on.

From the bottom of the robe covering her body, Trixie could spy black hooves and a pale green tail. Strange colours for a pony but then having been so far to the edges of Equestria there'd been many strange sights.

Seated opposite the mare, Trixie levitated her lockbox over to herself.

"Now then, tell Trixie all about this spell." Oh, it felt so good to be charming somepony again, especially knowing just what she was getting out of it.

"I never said it was a spell." The mare chuckled. "Only that it is a powerful type of magic." Casting her hood back revealed a sight Trixie could not have imagined - the soft light of the lantern danced against a black carapace covered face and a blue-green mane. Her guess had been partially right, there was a horn on this creature but despite its similarity to a pony the horn was bent, highly pointed and longer than any unicorn's.

"Who... What are you?" Holding her lockbox a little closer to herself, Trixie moved back in her chair, away from this... creature.

"Who I am, is Queen Chrysalis." The robe levitated off in a green glow, exposing the rest of her black body. "And what I am, is your saviour; as long as you're willing to pay the right price, of course."

Trixie had heard of things like this, ponies making deals with demons with terrible, ancient rituals that would seal their souls and bind god-like powers to them. For a fleeting moment, it almost felt worth it to lord it over Celestia's own protégé. But that voice was so seductive, inviting her to do more than consider.

"What... what do you want from me?" Was she saying it? She was saying it, doing it; willingly.

The creature—the Queen—leaned forward, holding out a hoof strewn with holes that made Trixie shiver to look at, and lifted her chin up to regard that face and the toothy grin it bore.

"You." Another hoof rose over her withers and stroked at her mane. "I need a host to carry my brood and a beautiful, intelligent mare like you would be perfect."

A brood? What was she talking about? With those wings on her back she looked almost insect-like but her whole body was closer in shape to that of a pony's. There hadn't been an answer to that question either, to the one that gnawed at her mind the more she looked over the mare, for want of a better word.

But then what other choice did she have? Hoping to find some object that would simply bestow the kind of power she dreamed of was vain, the ponies here only knew of myths with little truth to back them up. Here before Trixie, now, was a creature that may as well be out of one of those myths. When would so perfect an opportunity come along again?

"Trixie." She cleared her throat and levitated her lockbox away before unclasping her cloak. "Trixie will do this for you. What must she do?"

The Queen leaned back, until she rested against the wall of the caravan and her hind legs were splayed wide. Nestled between them was something Trixie had not expected to see on any queen - a thick sheath and two equally black testicles.

She was no stranger to what stallions looked like, she'd had her fun in the bygone days of school and magical university. But being impregnated was something she had been sure to avoid.

"As I said, you must merely carry my brood until it is ready to hatch. After that... well, you should start to feel the power grow within you."

That black hoof which had rested against her chin beckoned her forward now and Trixie did so, slipping from her chair and climbing onto the bed. Her own blue hooves slid along the Queen's legs until they rested on her thighs and the forelock of her mane dangled against the smooth looking skin of the Queen's genitals. It drew a quiet giggle from her and a few twitches from her sheath.

"If Trixie," her voice faltered and she could not meet the Queen's gaze, "If Trixie does this... How will she explain her gravid physique? Or... Or your... young?"

Trixie flinched at the feeling of a hoof on her head, running along it in a gentle stroking motion and finally she could lift her head to look up.

"Trixie will not have to explain anything because Trixie will be returning to the hive with Chrysalis." The Queen tittered, shaking her head. "We'll have to knock that ridiculous speech out of you."

"But-"

Lips curling into a snarl, Chrysalis snapped her hoof up to silence the mare. Those fangs, so terribly sharp and glinting in the caravan's soft light were far too predatory for Trixie's liking. Was the option of declining even still open to her?

"Do you desire the power of which I have spoken or not?" Memories of a hundred fantasies of crushing that purple mare left Trixie nodding quickly. "Then you will accept the gift in its entirety. You will be stronger for this, you will feed off the love of the ponies who cheer you, twisting them with your magic to push them further, gathering an army behind you to carry you to the halls of Canterlot itself where you may unseat Celestia!" The changeling Queen's eyes were wide, her lips curled back in an altogether different grin as Trixie fought between cowering and leaning in to hear more. "And all I ask is that you carry my brood, that you take the love offered to feed both you and them."

Until those last words, a smile had been growing on Trixie's lips. Hearing that 'love' would feed her banished it. She had never heard of such a thing; a pony surviving on the love of others alone? Ridiculous. But then she had never heard of a creature like the one which now sat before her. Could it be that the Queen meant to alter her in some way for her own ends?

Seeing the mare so lost in thought, Chrysalis chuckled quietly and ran a hoof through Trixie's mane again.

"Yes. How do you think you will wield such magic? Taking my brood upon you will begin the change, turn you to something more... beautiful." The smile she offered Trixie was warm and genial, as if they were discussing the latest fashion trends from Manehatten instead of some blasphemous pact. "You will know no hunger save for that of love and the more you feast upon its sweetness, the more your magical ability will swell with it."

This was the tipping point, the last moment she might even try to end this before there would be no turning back. But then, what had she to lose save a caravan with peeling paint, a land that saw her as a laughing stock and a life of—at best—mediocrity?

"You give your word?"

Chrysalis inclined her head, her smile widening. "By my honour, as Queen."

Steeling herself against what she was about to do, Trixie took a deep breath and then leaned into the base of Chrysalis' sheath, slowly extending her tongue along the large sac that rested beneath it. There was a quiet sigh above her and a hoof came to rest against her head.

"My, you have a tongue as fine as velvet." The quickly engorging member slipped out from its sheath, resting against the Queen's stomach. "Hmm, yes, you will be rewarded greatly for this."

Moving in long, slow motions, Trixie's tongue ran from one testicle to the other, until every inch of skin was coated in a fine layer of her saliva. The Queen's cock still lay limply against her abdomen and, taking it in a hoof, Trixie pressed her lips to the base of it.

It felt like any stallion's, hardening in her grasp under the continued attention, even smelled like one. Trixie contented herself to think of it that way, that this was just some gorgeous, dark stallion who had come to her caravan to bed her. Looking up was a mistake - Chrysalis' head was back against the wall, her mouth wide and revealing her fangs as she breathed heavily.

"Yes, yes! Show your Queen the reverence she deserves!" The hoof at her head pressed down, until Trixie couldn't move except higher or lower. There was nothing for it but to push her tongue out and lick - lick every swelling inch of that black cock, from the medial ring to the widening head.

One of Chrysalis' hind legs moved in close, rubbing against her own and to her shame, Trixie felt a tiny tremor of pleasure run through her body. Chrysalis was sweet and soft in the right ways, so obviously dominant and more than capable of forcing her. Surely a Queen had great magic at her disposal and could easily force Trixie.

So she slathered her tongue across the now hardened member in her grip, kissed along its length until it too was covered in her saliva. The thing bulged obscenely before her eyes, larger than the stallions she had seen and Chrysalis shivered lightly as she lifted Trixie up and ran a hoof through her mane.

Fluids pooled at the tip, spilling down the shaft with each little throb and Trixie found it impossible to keep her eyes from it.

"Consider yourself lucky, I will permit you to taste me."

Shame quickly fading, Trixie pulled the twitching cock towards herself and lapped at the line of fluid that ran from it. Sweet, alkaline and just like her previous experiences, it almost felt good to taste it again. One turn of her tongue across the head and Trixie welcomed the cock into her mouth, pressing her lips down in a tight seal around it.

It throbbed again, another glob of fluid spilling out over her tongue and running down her throat. The stuff was almost intoxicating, driving her to push more of that meaty member in, to wash it with her tongue and let it press against the back of her throat. Only her aching lungs brought her back to the present and she pulled up, letting it fall from her mouth with a dull pop.

"You are doing well," Chrysalis growled, the hoof on Trixie's head still stroking. "Keep going."

A tiny whimper left Trixie as she willingly pushed herself down, a hoof snaking between her legs to rub at the quickly dampening spot there. How long would the Queen demand this? Hopefully not so long that she would have to get herself off before the moment to take Chrysalis' seed would come.

But with the cock back in her mouth, her thoughts turned to taking more of it. It had been so long, so many years since she'd done it but the memory still came to her - take one deep breath and-

"Ahhh!"

Just as she took the breath, Chrysalis gave a great shove at her head, pushing Trixie down. Unprepared, the mare choked on the other's cock momentarily before bringing her muscles under control. Her eyes bulged at the sensation and the sight of Chrysalis' abdomen before her. The cock down her throat throbbed with more strength than it had in her hooves and fluids poured freely from it.

"My... you're awfully eager!" Another hoof wound down her back, coiling her tail about it. "Mmph! Let's help you!"

If being forced down on Chrysalis' member had surprised Trixie then the sharp tug on her tail shocked her to the core. Pain intermingled with pleasure as her nose ground against the smooth carapace of the Queen's stomach. Another pull on her tail was met with a buck of hips, keeping the mare's cock firmly in her throat.

"Ngh! So... Great indeed!" Just as she felt her lungs begin to burn again, the Queen pulled Trixie's tail in the opposite direction as she rocked her hips back.

Coughing, Trixie hacked up seminal fluid mixed with her saliva until her throat was clear and she could glare up. Momentarily, before she felt the need to spit more of the fluids out.

"You... You will tell Trixie when you-GLCK!"

With no warning that fat cock was shoved back into her mouth and down her throat in one, smooth motion of the Queen's hips and hoof. The one her tail was wound around gave a great tug and when her eyes turned up she could see Chrysalis gritting her teeth with the effort.

"You will do exactly as I command!"

Shuffling about, Chrysalis lay back on the bed and pulled Trixie with her by the tail. Until she was lying flat, she held the mare there and then with another pull on her silky blue tail, she was aloft, a black hoof steadying her. Trixie's eyes bulged, the whole weight of her body pressing her down onto the Queen's cock and the thing seemed to swell under the pressure her throat exerted.

Then it was over as Chrysalis lowered her down until her back was against the Queen's stomach and her legs were to either side of her head. A hoof held her chin in place as Chrysalis pulled her hips back, finally letting Trixie free to breathe.

Only enough to catch her breath and take another quickly before she witnessed it coming towards her again. The hooves on her legs held her steady as the thick member was driven deep, until those two black balls pressed against her coat. Slowly—too slow for Trixie—after a few more thick ropes of fluid had been expelled into her, Chrysalis started to pull out.

The medial ring of her cock had barely passed Trixie's lips before it was thrust forward again, Chrysalis letting out a satisfied grunt as she started fucking the mare in earnest. Fluids dribbled from between Trixie's thighs and Chrysalis licked her lips, wondering just what she must taste like. For now, though, this was perfect.

Trixie held onto the only things she could - Chrysalis' hind legs, as her body was rocked back and forth by the motions of the Queen. Surely she wouldn't waste her seed like this? As much as her body longed to give in, to let it be spilled however the Queen wished, she was also wary of this having to be done all over again to properly seal their accord.

Feeling her body being tipped upward, Trixie scrabbled her hooves against Chrysalis', struggling for breath as more effort and strength was put into each thrust. Her cheeks and throat bulged from the thick cock penetrating her, eyes rolling back in her head from a mixture of hazy pleasure and the struggle to keep breathing.

"You... hah-You enjoy this too much!" One of the hooves at her legs trailed inwards, over her thigh before lightly pressed against her labia. It left Trixie wincing. "Do not... fear, your—MMPH—your Queen will satisfy you!"

It was difficult to hear her voice over the squelches and dull thumping of her mouth to Chrysalis' pelvis. The promise of pleasure kept her from even trying to fight, hoping that soon enough this might be over, kept her thickly swallowing every drop of fluid emptied into her.

"Oh... Oh, ready yourself!" Chrysalis' voice sounded strained, her thrusts growing more urgent with each passing moment. Trixie was left to hold on, to wince as each time the fat cock in her mouth was jammed in to the hilt, each time made more difficult with the fast swelling head.

Then it happened - one last thrust and Trixie felt her throat being filled. Would the Queen pull out suddenly? Soil her beautiful mane and coat? No... she felt the head swell out to signal...

It was different. The edges of Chrysalis' member felt like they were clinging to her throat and as they pushed open Trixie's throat she was sure of it. The first egg that passed left her flailing her hooves.

"Ahh, don't fight it!"

Down through her body and into her stomach it rolled and then another followed it shortly after, each one that came leaving the mare resting calmer against Chrysalis. The Queen gave a few weak thrusts now and then, forcing more eggs out, delighted at the sight of Trixie's fast swelling stomach.

"My sweet little brood mare, you'll hatch a fine hive for me!"

Black hooves caressed Trixie's abdomen, Chrysalis groaning softly as she felt the flow of eggs slow and she was forced to push the last out. Unicorns truly were the most magical of all these ponies, their delicate bodies so ripe to be plundered.

Only when there wasn't another egg to give did Chrysalis pull herself out from Trixie's throat, the blue mare falling to one side and heaving for breath.

What in Tartarus was that‽ The thought resounded in Trixie's mind until she swept a hoof down over herself and felt the bulge - that wasn't fluid inside her. She'd felt them, all of those eggs!

"Now to finish." Trixie gasped as she was rolled onto her hooves, her head falling to rest on her pillow. Throat too raw to speak, she could only look back as the Queen grinned down at her, before lowering her body.

The next sensations were of a hoof gently pushing her tail to one side and a tongue quickly running from her inner thigh to her labia, lapping at the moistness there. Trixie gasped, a shiver running through her body as the tongue pressed in further, licking upwards, not stopping when it pressed to her rear.

The shiver intensified as she felt Chrysalis' lips meet her coat, tongue dancing around her until it pushed in, lapping about. One hoof gently rubbed at her rump while the other pulled her up and back.

"You truly are a most beautiful mare." The Queen's hoof continued to rub and stroke, leaving Trixie shivering under the attention. "Your Queen should like to mount you, to see us both seal this union."

Her head still swirled with the enormity of what she had just done but with Chrysalis' ministrations, her own pressing arousal and those honeyed words were all too inviting. There was a dark beauty to the mare, to the way her body shined in the light and how her mane—so strange with its holes that mirrored those in her hooves—felt as soft as Trixie's own and it all proved irresistible. Nodding once, Chrysalis kissed at the base of Trixie's tail, drawing one last shiver from the mare.

"Don't worry, this will be most enjoyable."

There was some shuffling about on the bed, springs creaking and groaning before a black hoof appeared before Trixie's face. The bed distended to the other side of her, signalling another hoof coming down. Still with no way to speak, she finally felt Chrysalis' still stiff member slide across her back.

A lustful growl came from the mare as she twisted Trixie's tail about her hoof, giving another sharp tug to lift her until her thick, black shaft pressed to her rump. Still held in place, Trixie winced, feeling herself being pushed open. With Chrysalis' saliva and the fluids that started spilling forth from her cock again, it only took a few rocks from her hips to force the head in.

Trixie bit down on her pillow, curling her hooves into it as her legs shook and threatened to give out. It'd been far too long since this had been done, the sharp sting mingling in with heightening pleasure. Chrysalis' pull on her tail was slow and methodical but not lacking in strength as she pushed forwards with it, slowly burying herself in the mare. When she had herself in to the hilt and her balls rested against Trixie she gave another tug, drawing a gasp from the mare as well as a series of delightful squeezes.

"Very—ngh—enjoyable!" Another tug and then Chrysalis started to pull out, Trixie caught between clamping down to stop her and letting her exit.

The next pull on her tail was anything but gentle but done with every ounce of strength the Queen could put into it, pulling the mare back onto herself in one motion. Trixie cried out, dying down into soft whimpers as she worked her hips back against Chrysalis. That cock stretched her more than any stallion ever could, filled her so utterly it was all she could think of.

Chrysalis pulled out again, thrusting back without a moment's hesitation, slowly pulling Trixie's tail around behind her back to keep the mare as tightly to herself as she could. It was maddening how tight she was, the first whose resolve had crumbled so quickly but who still maintained that delicious pressure.

Trixie could only hold onto her pillow as the thrusts picked up strength and Chrysalis hunched over her, hot breath flowing across her face and neck.

"Please," her strained voice whispered. She didn't care any more, it didn't matter what Chrysalis did to her. If this was what she had offered up for the power she craved then she'd give it willingly.

With a lurid, guttural laugh, Chrysalis pressed her hooves to the posts of Trixie's bed and pushed her legs in. The tail, once in her hoof, was passed to her mouth and she pulled it taut between her teeth, leaving the mare squealing as it was yanked in time to each thrust. The wet slaps of their bodies meeting filled the little caravan, Chrysalis uncaring any more for the force she put into each thrust.

Her cock ached with the need to plunged deep, to ravage this gorgeous mare. She longed to feel her full with more than mere eggs. A growl rose deep in her throat, her eyes narrowing as one hoof came to rest on Trixie's rump and then the other. Her teeth holding the tail, hooves pulling on her hips, all tuned to burying herself as deeply as she could.

Teeth clenched tightly around her pillow, Trixie's eyes rolled back in her head. How could a mare make her feel these things? Make her into such a simpering little slave? Those thoughts dissolved into the pleasure driven into her at each of Chrysalis' ragged thrusts.

She had to be close, had to be near driven to the edge; Trixie kept a tight hold on her Queen, kept squeezing as much as she could. Her whole body shook back and forth, her mane bedraggled and lying in a mess over her face - she had never felt so good in her life.

"Just a... a l-little more," Chrysalis grunted, shortening her thrusts. Her lungs burned with the effort, hips aching from overuse but she was close, oh so close. Running her hooves down, around and over that swollen belly pushed her over. The thought of watching that mare empty herself after months of gestation only to be filled all over again was too much.

One swift, sharp tug on Trixie's tail, a final thrust and Chrysalis jammed her cock in; the head swelled up, retaining its form as a thick, almost semen like fluid flowed in thick ropes to fill the mare between her legs. Her hips bucked with each spasm of her cock, each one a new and thrilling throb of pleasure.

This was more familiar to Trixie, the hot, wet feeling of that fluid in her. Too full with eggs, some of it ran free of her, along her thighs and haunches. Trixie bit clean through her pillow, struggling to keep her voice from more than a quiet quavering whimper.

Until the last drop had been squeezed out of the Queen, the two stayed mounted and then both collapsed, Chrysalis finally freeing Trixie's tail of her grasp and only holding on to her hips. The two lay panting upon the bed, locked together.

"You shall... shall truly make a fine consort!" Chrysalis nuzzled in close against Trixie's neck, making the mare sigh. "And when... when you hold the throne... we shall rule with our brood... together!"

With Chrysalis still within her, Trixie cooed quietly at a black hoof stroking her swollen stomach. Yes, there would be many more nights like this; many more to make a fine brood for her Queen.

Male Changeling Drone, Pt. One (not for the faint of heart)

Home, that’s what these dark halls meant. Home among his own race, free to snicker at the folly of the lesser ones, to drink the sweet nectar of his Queen instead of the swill those ponies dared to put before him.

The mask of that cream-coloured earth pony slipped from Rax effortlessly as he stepped through the halls of their hive, his brothers passing this way and that. Some were busy moulding the walls of further hallways, others were collating intelligence gathered from Equestria and beyond. His Queen had been planning this for so long, had amassed a large number of changelings already but… But it was not his place to question her judgement.

"Rax." The changeling halted in his tracks, that familiar, feminine voice instantly catching his attention. "You have returned from Equestria?"

Bowing deeply, Rax awaited Chrysalis’ approach. There was a beauty to her unmatched by the pompous pony princesses, by the preening unicorns or haughty pegasi. Her black carapace almost sucked in the light of the green torches lining the halls and her mane fell about her withers like the water from their reservoir. No other changeling among them could hope to imitate the perfect form of her legs or the regality her face radiated.

"Yes, my Queen. I bring news of Princess Celestia’s protégé."

The strangest thing happened then: she touched him. From his crest to his chin her ashen hoof ran in one, smooth motion. Never before had she bestowed such an honour upon him and Rax could not even recall her ever touching him at all. She would have no need of it, having her own attendants to take care of whatever tasks were needed.

"The strategists will wish to hear of that. Later." Her hoof curled onto his chin, holding his head up as she leaned in. "Your return is quite fortuitous; I have a task for you, my loyal subject."

Months away, spent among those snivelling ponies with the only comfort being the love he was able to draw from them. Months spent anticipating the return to his brethren, to hear word of their plot. Months, snatched away from him with a few words!

"I live to serve you, my Queen."

Chrysalis had no more words for him, nothing save a muted laugh as she turned about for him to follow. Chatter rose among his brethren as he passed, a few words flitting by to catch his ear – chosen. Lucky. Spawn.

It was in the light of the torches, reflecting off her carapace just so that Rax could make out the slight swelling to her body. It was coupled with a sway of her hips and a swish of her tail, nary a look back but Rax knew that smile would still be upon her lips. She was always like that whenever there was a brood to be passed on; affectionate in a way that was utterly unlike her.

Rax’s final doubts were banished as their course took them downwards, into wider hallways with fewer of his brethren about and most of those who were wore armour. Every one of them stared forward, not so much as batting an eye at the spy passing them. The further they went, the heavier Rax’s steps became; this was never a place for one such as he to pass through.

It was warm down here, like all the lower parts of the hive. In a way it was almost comforting, to be back among a familiar and more pleasant clime. With Chrysalis still before him that thought quickly vanished with the guards at his rear. She was slowing down now as she passed under a wide opening. Green torches burned in sconces set about the room, illuminating and revealing just where he had been taken to.

Near the back was a large, viscous bed of their secretions. Enchanted, no doubt, to maintain its shape without hardening, the sight was utterly inviting after being away from home so long.

"Rax." He halted, eyes flicking to Chrysalis’ who now turned about to him. "Do you know why I have brought you here?"

Silence was often the better option when the Queen herself was involved, though Rax still couldn’t keep his eyes from passing over her body. How could those ponies not see her superiority? Why did they persist in the folly of following their weakling princesses?

"Rax!"

His wings were flared out, buzzing. It was a struggle just to think clearly through the haze of anger, his eyes scanning around the room for some threat to lash out at. It all died down the moment they fell on his Queen, replaced by a burgeoning feeling of lust. The feeling was sweeter than love, almost too sweet but he had gorged on it, night after night with those stallions.

Licking her lips, Chrysalis advanced upon Rax, walking around him as he settled his wings back to his sides. Why was this happening? Only in the hallways he was fearful for what this encounter might bring and now his thoughts were filled with his Queen and how terribly much he desired her.

"Rax, you have served me well in gaining so much intelligence from those accursed ponies." Back around to his front, his chest tightening as her hoof pressed in under his chin again. "But there are still preparations to be made before our invasion. We must bolster our numbers."

Of course, that made sense. They were a strong hive but even they could not match the numbers of Canterlot; how many brood mares would need to be taken before…

That was it. Awareness of his situation sliced through Rax’s mind like a spear through water; the anger, the sudden lust, the want—the need—to force his beloved Queen to her bed… How many mares had fallen to the charm of her pheromones?

"My sweet Rax," Chrysalis cooed, lifting one of his hooves with her own and drawing him further into the bedchamber, "you always were a difficult one to control. That was why you made such an excellent spy."

Pride in his work, pride in whom he served, they were the reasons he had told himself. It was sickening, being away for so long from the hive but the rewards he and his brethren would reap for it would be great. A feast for their hive and the means to swell its numbers to heights not seen since the rise of their race.

For now, though, he would be that means. The look in her eyes—mirroring the lust he felt—proclaimed that as surely as if she had spoken the words. Underhoof, the bedding gave way slightly as they stepped onto it, Chrysalis lowering him down until he sat before her. Her own ebony body was only all the more beautiful for its contrast to the dark green slime.

"What is it you desire, my Queen?" His lips moved in to meet hers as she leaned down.

Whether the mutual field of lust created by them or his own secreted and carefully guarded thoughts of her, it mattered little to Rax. Her mouth was sweeter than the finest nectar he had drunk and her hoof, pushing him back, was impossible to resist. Until he lay below his Queen who towered over him, breaking the kiss as he tumbled onto his back, Rax made not a move.

"You." Her hoof trailed down over his chest, over his stomach and then paused at his sheath. "This brood needs the seed of a fine male. They will need cunning and intelligence." Chrysalis’ hoof descended with her lips. "And dedication."

Rax circled his hooves around her neck, letting her mane spill into the holes and tickle against the more sensitive parts. It drew a shiver from the changeling.

"I… I will give you all you need." Already he could feel his sheath swelling, her all-too soft hoof stroking in a gentle motion that easily coaxed his member out.

"I know you will." She sat, shuffling forward until her own sheath pressed against him. "Have I not only ever chosen the finest brood-mates?"

A groan escaped Rax as he angled himself down, wiggling his hips to press in tighter against her. Too many nights had been spent in his brief respite home in the hive, nestled in his cocoon, thinking over what it must feel like for those lucky few who were taken by their queen. Her own sheath was swelling and Rax longed to feel her turgid member within.

"But there are certain matters which must be attended to first." In a way that almost drew a whimper from the changeling, Chrysalis removed her hoof and sat back. "My eggs must be fertilised by the seed of a suitable mate." A gentle tug of her hoof on his saw him rise and her fall.

It felt almost wrong to watch her lie herself back, her long body stretching out along the bedding. For all his weak attempts, Rax still couldn’t keep his eyes from wandering between his Queen’s hind legs. Just as surely as he felt it, nestled between them was a thick sheath and two engorged testicles. How long had she been suppressing herself to help keep those eggs in?

it felt not at all wrong as Rax placed his hooves on Chrysalis’ thighs, leaning in close to her body to drink in her rich scent; earthy, warm, like a rainforest in the wet season. Careful to keep his fangs away from anything sensitive, Rax pressed his lips to one of her testicles and his hoof to her sheath, drawing a small yelp from the Queen. Those fantasies had been woven with careful moments of teasing but here, now in the state she was, this was not the time.

From there he drew his tongue upwards, over her sheath and onto the head of her cock that now poked out from its edge. Sweet and slightly salty and with the undercurrent of her scent dancing across his tongue, Rax clasped his lips in a tight seal around it.

"So enthusiastic!" The Queen gasped upon the sensation of Rax’s tongue pressing down against the head of her cock. "Yes! Ohh, I chose perfectly!"

He had never seen it but the stories were filled with details of how her penis operated – not like theirs, practical mirrors of the Equestrians. That thought momentarily drew him back to his own need and a hoof quietly set between his hind legs took care of that. But hers would be different – the end should open up to allow the passage of… Aha!

Swirling his tongue over the tip, Rax could feel out the edges that would part. His tongue ran over and back along them, eliciting a series of shivers from his Queen, a haphazard buck of her hips and more delicious inches of her flesh spilling into his waiting mouth. All that time playing the mare would finally come in useful.

But it was awkward, in this position, pulling her member out from her with increasing strength as it stiffened. His mind screamed at him to stop, to just continue drinking upon the trickle of fluid that passed from her but needs must and Rax rose, after leaving a parting kiss upon the tip, to shuffle forward and stand over her.

"My Queen, is this acceptable to you?"

"Yes, yes! Keep going, you’re doing marvellously!" Her words were accompanied by a hoof pushing him down, until his own turgid member was pressed tightly to the curve of her chest and hers throbbed lightly before his eyes.

Stretching out one hoof, Rax stroked back and forth over her balls, leaning in to lightly kiss the tip of her member. Then again, longer this time and a third time, holding it. Chrysalis moaned throatily, pressing her hoof harder to his head as the tip of her cock began to part. Eager to witness this moment, Rax pulled back.

Unlike anything he had seen before, the trifurcated head undulated as each end sought him out. Fluids leaked copiously from the larger opening and Rax quickly moved back to sample them.

"Ah!"

The body below him shook as his lips and tongue met the inside of her cockhead, morphing into a shudder as he trailed his tongue around, lapping at each quivering part of that member. More fluids pooled at the opening and Rax dutifully pressed in, inserting his tongue barely an inch to taste this delight.

"R-Rax! Ngh!"

His hoof trailed back up from her balls, along the shaft and then back in a slow, stroking motion. He lazily nuzzled at one tip, moving back to let the fluids flow across his waiting tongue. Chrysalis was panting heavily behind him, caught between pushing him down and losing herself to the pleasure this drone had conjured. Were her mind not so suffused in lust and need, she might have forced him magically but Rax, as ever, proved too good.

Fluids dripping from his chin, Rax looked on at the waiting cock. His own begged for attention with only Chrysalis’ soft carapace to provide minuscule relief and shimmying forward, he brought his body up until the tip of his own member was close to his Queen’s. It was woefully undersized in comparison but then how could he hope to match up to hers? A mere drone was no match; nonetheless, he had striven not to falter in his duties before, this would be no different.

It took a little more movement, bringing his excited breathing under control before reaching out to lean his body down further on Chrysalis’. He could feel them, the ends of her cock searching for his own, tipping it precariously – the thought of simply thrusting forward with no warning or mercy was difficult to resist.

"Rax… Rax. do it! D-Do not deny us what we both seek!"

It was agonising, moving forward so slowly, especially as the ends of her cock snapped around his own, the muscles straining to pull him in. It was too tight to move any quicker, too tight for even his muscles to overcome. Both their voices rose in groans of relief as Rax slowly sunk in. Gazing down between his legs revealed the sight of her cock distending with the passage of his own length, the little bump of his medial ring sending ripples of pleasure through both changelings.

Rax had not expected it to be quite so easy but with the wealth of fluids oozing from her and those muscles pulling him in, it was impossible not to move on. One last movement of his hind legs saw him push the last of his length in, the tips of Chrysalis’ member coming to rest against his balls. Both lay like that, Chrysalis’ hooves on his rump, Rax straining his hind legs against Chrysalis’.

"More… mmph! More!"

No matter how he pushed, wiggled his hips or tensed his muscles, he had given her all he could. But maybe… a sneaky hoof winding up to her testicles, catching one and gently rolling it against the other drew both a hearty moan from his Queen as well as a new wave of ripples throughout the inside of her cock. The one hoof supporting himself shook, his whole body straining to stay aloft under the assault of pleasure.

This was the wrong position! Of course, it made perfect sense, that was how the others must have done it.

Steadying himself momentarily, Rax pushed off from the bedding and pressed his hooves against Chrysalis’ hind legs. Wrapped tightly about them, he could lean against them for support should matters become too… intense. More than that, he had the leverage he needed – a few grinding thrusts with his hips and the grunts from his Queen proved it.

"Rax. oh Rax! Do not tease me so!" A hoof stroked weakly at his rump and he flicked his tail across her nose, letting her get a faceful of his scent.

The bulge in her cock receded as Rax started pulling out, struggling not to whimper as it tried to keep him in, muscles stroking every inch of his member. His own just about reached to the medial ring of hers but he longed for more, to feel every inch of it that he could.

With every moment he pulled, the tips of her cock both pushed and pulled at him, his Queen fighting her own desire to keep him as he was. Then he was out, gazing down at a black cock that glistened with her fluids that now spilled out with ease. One hoof, he could spare one hoof – one to stroke at her length as he pushed back into it.

Chrysalis’ rising moan was worth the extra effort to keep himself steady with just the other hoof and as he pushed in, he followed the passage of his own cock, rubbing at the tip through his Queen’s. The two were quickly caught in the moment and both made a jerking thrust, instantly leaving Rax bottomed out in her.

Hips ground against hips as the two changelings fought to push deeper, take more, heighten their still mounting pleasure. A hoof back on her balls saw Chrysalis back to squeezing the life from Rax and he quickly made to pull out, just as quickly thrusting back in. The rhythm couldn’t be built up yet, not while he struggled to devote his hoof to both her cock and balls. It danced over and back on the medial ring, making her shiver; it ground against the bulge made by his own, making Rax grunt.

Out and then in, pause and then out again. Slowly, the rhythm came to him and with little bucks from Chrysalis to meet him, Rax was quickly building up steam. Bent over her hindquarters, his mouth fell open as he panted thickly, licking his lips once more at the sight of his fluid-coated pelvis. Perhaps his Queen might later permit him to sup upon her.

"Don’t you… Don’t you dare stop! Mmph!" Her hooves pulled his legs wide, opening him to heavier thrusts. "Your Queen needs your all!"

The ends of her cock were splayed out, a barrier against which Rax could thrust. Each one left him a little closer, months of denying himself this finally allowing the tension to unwind. It wouldn’t be much longer, it couldn’t! More than anything he ached to feel his Queen inside him, to feel his body grow gravid with their new brood.

Biting down on his hoof was the only thing that kept Rax from crying out; his thoughts and fantasies surfacing, the wet, tightness of Chrysalis’ cock, the desire for her to plunge it into him – all of it was coalescing to a single point of pleasure that burned hotter with each thrust. Wanton abandon had overtaken his Queen, her hips working furiously to thrust her member back onto his.

Was he pushing her too far? Would her own semen intermingle with his? Would he be forced to lick it clean from her body and only have her eggs to satisfy his hunger? Rax redoubled his efforts, swinging his other hoof back around her legs and putting his strength into each thrust.

Tightness rose in his rear, pressure building until he could hold it no more and with a guttural cry, Rax buried himself in his Queen’s member, the head of his own cock swelling out and distending hers further as orgasm swept over him.

The first load of his semen saw them both silenced, caught in that first glorious moment of pleasure. It would pass, that much he knew, to her egg sac, quickly fertilising that precious load. That first shot was met with another quickly after and then it turned to a constant flow as his cock throbbed almost painfully, Rax collapsing forward and letting his Queen take over the work.

The interior of her cock was just as hungry as the first thrust, the muscles pulling at him, squeezing every last drop he could give. A shuddering whimper escaped the changeling as Chrysalis weakly pushed at his rump, urging whatever was left from him. She hadn’t lost her own will, there would still be that left for him.

And there was still much left for both of them to do.

Male Changeling Drone, Pt. Two

Warmth. Happiness. Security. All were things Rax had cursed Equestria for lacking. Stuck halfway up a mountain and farther north than he would ever have liked made for a freezing clime compared to the humid forests of his home. The other two were inextricably tied together; secure in the hive he was most content and secure here... Where was here?

Here was by the side of his Queen, securely held by her hooves close to her body. Torches in their sconces burned as brightly as he recalled, Rax had no way of knowing how long had passed since he collapsed against her heaving body earlier. Floating on an ocean of pleasure he hadn't felt his Queen levitate him to a position near her. Now, he felt again her sheath pressed to him.

Rax's breath caught in his throat. The haze of lust from her pheromones had passed but the feeling of that bulge against him while familiar was both far more welcome and far more pleasurable. Black hooves clopped together quietly as the changeling debated what to do; lie here and he'd surely go mad from frustration having Chrysalis so close but still asleep. The wings on his back ached from a mix of stiffness and barely contained arousal.

Turning about, Rax saw the wide, contented smile on his Queen's face and felt one grace his own. He had pleased her as he had always hoped he might but the best was still before him. The changeling's hoof trailed a slow path down her gravid belly and he cooed softly, imagining himself filled with their new brood. With it Equestria and all the love they could ever want for would be theirs.

"Are you truly so eager, Rax?" He snatched his hoof off Chrysalis upon hearing her softly speak those words. "I'm surprised you have it in you after that performance." Her voice was laced with such sweetness that Rax wasn't sure if more pheromones were at work, leaving him with a stupefied grin.

"I only seek to grace you with such love as you deserve, my Queen," Rax murmured, his eyes tracing over her body.

"And you have," the Queen cooed, "even now I feel stronger and my brood swelling with it."

"It is but a taste of what lies for us in the lands of the accursed ponies," Rax responded, letting his hoof wander further downwards. The Queen's belly was not all that had become swollen with his love; two fat orbs sat beneath her sheath. He could feel the need in them by the way they throbbed at his touch. "Once your brood has risen."

"Rax." Chrysalis hissed. Her voice descended into a deep groan as she took hold of the drone and pulled him onto her stomach, rolling from her side to her back. His sheath twitched against her smooth carapace and she could not stop herself from licking her lips. "Is it my brood you desire... or me?"

It had to be the pheromones, nothing else could move him towards speaking of his desires so plainly! And yet... and yet... caught in that gaze, of those green eyes and the paler green of her mane vying for his attention. In the dim light of the cavern she looked more beautiful than he could ever have imagined and before he knew it the words had left his lips. "I desire to serve you. My Queen."

Despite his efforts to stop it and maintain some show of composure despite all that was happening, Rax felt his sheath swell up as he spoke. It was accompanied by the sensation of Chrysalis' stirring between his haunches. No, there would be no slow teasing this time, no tonguing and sucking to bring her to attention. No... Rax sat back against his Queen's sheath and ground it between the cheeks of his rump.

It was so easy to slip the thickening thing in and then start squeezing, grinding himself back and forth as a growl rose in his throat. Gone were the squinted eyes of a cold, calculating ruler; in their stead her eyelids were at half-lid, almost like those of a lover. Certainly moreso than any of the wretched ponies he had bedded to win himself a place close to the royal court.

"You--mmph--you feel so tight, Rax!" Chrysalis grunted, sliding her hooves to his hips. "Do those ponies know nothing of how you should be kept?"

No. None could compare to the hot hardness of his Queen nor match the delightful shivers it drew from him. Every rock of his hips saw more of that cock slip from her sheath. More to slide up and against him, sinking into his tail. Rax never realised he was clutching Chrysalis' sides tightly nor that she had grabbed him just as fast.

"My... My Queen, I--ahhn--I have been abroad for so long, I beg of you do not tease me!"

There was a whine from the changeling when Chrysalis inclined her hips forward, grinding ever more inches of her cock against him. Then she held him there, watching with giddy glee as he struggled to force himself against the shaft.

"Perhaps you should not have teased me, Rax." Her breath washed hot over his face, rich with a scent that was maddening. "But I see I have your full attention now." Green eyes led blue down between his hind legs and the stiff black member that jutted from his body. Rax bit deeply into his lip upon seeing Chrysalis shifting a hoof towards it and then hissed when it finally met the head of his cock, thick precum spilling from it. "So tell me what you desire of me, Rax."

Shifting his hips so that he was pushing against the hoof also meant that Rax could move himself up along the thicker shaft that bore down on him. Precum had begun dribbling from it, too, evidenced by the warm, moist sensation against his carapace as he moved up. He tried so very hard to clamp his jaws shut. It was so very, very wrong to speak of his own desires.

"I... I desire only to s-serve-"

"No." Chrysalis cooed, shifting her hoof down the shaft of his penis and eliciting a shiver from him. "Tell me what you desire."

So close. He was so close to the tip of her cock now, to having it filling him as he had filled it. Now to have that question turned upon him at his weakest, it was almost cruel.

"You, my Queen. I desire y-you. Your brood, your love. I-" For a second time Rax was cut off sharply by his Queen. This time it was not her words but her lips, coming against his in one smooth motion.

The kiss was unexpected and shattered the last vestiges of Rax's composure. He had been so sure of himself going into this, playing the master as he teased her to the absolute brink. But it was she who commanded him and as her tongue met with his, he knew with more certainty than any other moment in his life that nothing would take him from her service.

And then it was over, Chrysalis pulling back and licking her lips in a salacious spectacle that made the changeling shiver again. It was only driven on more when he realised his rear had become slick with her secretions, filling the air around them with its thick musk.

Had he been in control, Rax was sure he would have thrust himself back without mercy or regret. As it was, Chrysalis gently placed her hooves on his hips and began to slowly push him down. There was no give, though, no gentle entry as his ring parted to allow her entry. She was right about one thing: he was tight.

There was some wiggling on the part of Rax, an act that drew quiet gasps from both and a swell in the emission of precum from his Queen. It was almost enough but not quite until, with a wet pop, the head of her thick cock was inside him.

Chrysalis splaying out on her bed was accompanied by a heavy groan while Rax could only stand over her, panting and considering the throbbing organ inside him. Barely so. But still, it felt right in a way that none of those ponies could hope to match up to. It felt good to have it oozing its load slowly, lubing him all for her benefit.

"All of it, Rax." She hissed, starting to push again. He was difficult to control at the best of times but right now he may as well have been gel between her hooves.

It stretched him as he had never been before. Rax's wings fluttered against his back as he pushed down, inching his way onto the black shaft. His own member was almost painfully hard and the haze of lust he'd been gripped by had no signs of evaporating. Tail flicking from side to side, Rax could only do his best to push harder and then clench tightly as his resistance crumbled and he sought to have his Queen empty herself immediately.

And she hissed back to him again, slithering her tongue out and over her lips seductively. Shuffling back, she propped herself up and grinned at the sounds of her changeling whimpering. But despite what those ponies might say, Rax knew that his Queen was anything but cruel. She proved it once more as she gently pulled him towards her and let those delicious lips meet his own again. It did enough to dull the sound of Rax's moans while she continued to push him down that neither had to fear much of the guards passing hearing them.

After the medial ring of his Queen's cock slid into him Rax began to worry that perhaps there was too much, that he would suffer both the shame of not having her buried in him and lose out on carrying her brood. There was a franticness to his motions as the changeling started pushing himself down, levering his hooves against the firm carapace of Chrysalis' chest. And then... then it happened. His rump met against the soft orbs of her fat testicles.

Rax stroked his stomach, feeling the bulge of her cock throbbing inside him. His Queen bore a grin he'd never seen before, lust mingled with satisfaction and anticipation. She cooed quietly, bringing a hoof back down to rub at his own stiff erection. Precum oozed from the tip onto her stomach, Rax grunting and shuffling about on her. Desire to thrust into one of the holes of her hoof warred against his desire to just stay here and accept her offering.

He did not expect her to have other ideas. Surprise gripped Rax upon feeling Chrysalis start to pull him off her as in time to pulling out. Every swollen vein ground against the soft flesh of his rump, every inch of her achingly hot cock drew another tingling wave of pleasure across the changeling. The two halted at the medial ring, rocking back and forth until it popped out and one of Rax's hooves shot behind him, seeking out her cock so as not to leave that most sensitive of parts stimulated.

"My Queen... please." But she did not stop pulling out and her grin only grew. Rax whined, clenching down with whatever strength he could put to the task, desperate not to have her thick member loosed from him. Precum bubbled from it, liberally coating Rax's insides and while his legs obeyed his Queen, lifting him off her he still desired nothing more than to simply thrust himself back upon her turgid length.

"I must test your depths, Rax. Show me what you have learned." Her fangs were bared at those words, milky white and glistening. The grin made Rax's heart skip a beat and his hind legs wobble.

They gave out almost immediately after. Rax came crashing down upon her length, the massive organ stretching him in an instant as his Queen thrust upwards to meet him. Their bodies met with a lurid, wet smack and the force was such that Rax was overcome with a wave of pleasure, his cock throbbing almost painfully and ejaculating a thick string of precum. It landed soundlessly upon Chrysalis' nose and the Queen, her grin never once fading, slowly licked it from her face.

"More." Was all that she needed to say for Rax to shoot another gob of it onto her chest. His whole body was quivering in anticipation of just what he had agreed to. Pleasure cut through his absent fantasising like a bolt of lightning as his Queen slipped his cock through one of the holes in her hoof. It drew a stronger throb and a shot of precum higher again, back directly onto her lips. "Good boy."

She was lifting him again then, slowly. Agonisingly slow. The copious pre she'd leaked inside him helped somewhat but the tightness was such that there was little helping how slow pulling out was.

Rax didn't even wait until she was halfway out before pushing back, alongside Chrysalis jabbing her hoof-hole onto his own cock and drawing a spatter of pre and a howl of delight. With only one free hoof, Chrysalis had to hook it around her changeling to take a firm grip of him and pull him up. Quicker this time, a little desperation creeping into the movement. A bestial grunt erupted from the Queen as she thrust into him, driving her cock to the hilt in one, swift thrust.

It wouldn't be long now. She could feel it, the way her clutch of eggs was near to being released. Her cock pulsed and throbbed, just about holding back from opening again. No. She had to make sure she was as deep as she could go before passing on the brood. Even one not finding its place... Her hoof trailed along Rax's smooth stomach and she imagined how he might look laden down with eggs. As fine a mate as Rax would have to be re-used, kept full for as much time as possible. Perhaps... even taken as a consort.

Rax, however, was lost to pleasure. The slow rocking about from both of them had morphed into regular thrusting and the changeling gleefully bounced on Chrysalis' cock. Precum leaked from his rear to smear a glistening trail over her balls while his own liberally covered her hoof and chest. It couldn't be too long until he was graced with her... The thought melted away as Chrysalis put more force into her thrusting. it all culminated in her finally snatching his tail and yanking him down until he was practically grinding on her balls while the Queen's cockhead slowly opened.

The first egg passing through her made both of them shiver. Chrysalis fought back orgasm as the rounded thing slid along her cock but Rax could not maintain such control. When it finally popped free of her member, the changeling growled and tried to push his cock into her hoof, feeling himself right at the edge of his own orgasm.

The dam was then broken on both ends - Chrysalis could no longer control the flow of her eggs and simply lay back--careful to keep a tight rein on Rax's tail--twitching and moaning at the passage of every one while Rax worked his own hoof against his shaft, panting as each egg pressed against his stomach and left him just that little bit closer to being pushed over the edge.

There were more eggs than she had expected which would mean a greater force for their inevitable takeover of Equestria. But that wasn't occupying the Queen's mind at that moment. Instead she could only grunt out a demand for Rax to give up the rest of his seed at once! And maybe it really was those words that did it but neither had any way of being sure. What Rax, at least, knew was that the orgasm that consumed him was rivalled only by that from when he had in turn been buried inside his Queen.

Hot strands of cum spattered across Chrysalis' chest and face and she eagerly lapped up whatever she could, still stroking her changeling's cock. Every throb from it meant he clenched down on her and in turn drew another pulse of pleasure from her own cock.

The last egg was barely free of her when the Queen wrenched herself up and, with Rax still in the throes of his own orgasm, began to thrust. It was easy to drag him up by the tail and then drive her hips home against him and it was easy to see her cock taken to the hilt. Rax's swollen stomach bulged against his still stiff member, bouncing against it as Chrysalis started thrusting in earnest.

The edges of her trifurcated cock-head ground against his interior before she could close it up and a larger gob of precum was let loose in doing so. Rax's eyes were rolled back in his head, his mouth hanging open as a long, throaty moan left him. It was not enough to hide the dull thumping of their bodies meeting nor the slosh of eggs in his stomach.

Chrysalis' balls ached. It had been so long since she had imparted a brood and longer still since she had the chance to get off more personally. At least in a willing mate. Magical fields and hooves made for a poor substitute, especially as she considered the fine male bouncing on her cock right now. His hind legs splayed out to either side of her hips, tail still clutched tightly in her hoof... This was exactly what she needed.

But the grip on Rax's tail was too tight and unbalanced by his gravid stomach, he couldn't stop himself as he fell back. Chrysalis was quick to act, however and moved in quickly to keep him straddled as she leaned over the changeling. His hooves grabbed onto her legs as her hips showed no signs of letting up but, in fact, began to thrust harder. Every wet smack of her thighs to him made Rax shake.

"Rax... nngh! Rax, I c-cannot pull out!" Even if she wanted to, the head of her cock had become so thickly flared that it would be impossible to get it out.

"Please don't!" The changeling gasped, spreading his hind legs wider still. "Your love, my Queen..."

Oh it was too much. The passage of those eggs had already done much to push her to the edge and Rax begging for her was the final key to unlocking what held her back. One final, ragged thrust saw Chrysalis buried in him again, stretching him to his absolute limit as her cock erupted in a veritable fountain of semen.

The Queen cried out, burying her head next to Rax's before frantically seeking him out and wrapping his lips in her own. Between that and the way he rocked against her it was impossible not to start thrusting again. Semen spurted from his tight ring, running in thick rivulets down his haunches and back as Chrysalis' orgasm continued to sweep over her.

Rax's stomach swelled up further, slowly, as the Queen released herself into him. Hot cum flooded his stomach, joining the eggs. Under him, Rax's wings strained to flutter against the bed with the warmth that became almost too much. He rhythmically squeezed on Chrysalis' cock, milking every last drop that she had to give.

When Chrysalis could support herself no more and collapsed, dragging Rax with her cock still stuck in him, she rolled to her side and clutched him tightly. His wings buzzed at his back and he gazed down at the face of the one he loved so well.

In time, he knew, he would be led to the halls where brood-keepers were left to incubate their charges. A place of high honour where the nectar they supped upon was rivalled only by that which the Queen herself partook of. She whispered it sweetly to him, telling him that she would see him regularly, that her consort needed to be regularly assured of her love.

And when the day came that their brood rose to take Equestria, Rax would be at its fore. It would be their kingdom, to rule as they pleased.