As Chrysalis used the magic she was draining from Celestia to set the sun, Chrysalis would remember this day as a very good day. Her victory over pony kind was just too glorious, now everything she could have hoped for when the day started was hers and her subjects were basking in their victory. Now close they had come to defeat but thanks to what could only be stated as good luck she had struck down that irritating Shining armour and ended the spell in its tracks.

Now she had three princesses and the bearers of the elements of harmony in the castle’s prison cells. As she admired the beauty of her new home, so much food for future consumption, an entire kingdom to enslave and soon more pleasure to be had than she could have hoped for.

Chrysalis was now pondering how best to enjoy her victory, as she readjusted her dress around her hips and then adjusted her bra to suit the changes. She then had a flash of brilliance why not…Her changling captain walked up to her and interrupted her good in mood.

“Your highness, I bring bad news from the cells!” the captain hissed as he bowed low “One of the bearers is gone”

Chrysalis turned enraged to her captain “Is it Twilight Sparkle?!” she hissed

“No! She is still there in a puddle of tears” the captain proclaimed “Her sorrow is delicious”

Chrysalis released a sigh of relieve, so long as Twilight remained broken and depressed the elements of Harmony were no threat “That’s good. See to it that the escapee is recaptured and until she is recaptured…expand our conquest to that town!” Chrysalis said pointing towards the outline of Ponyville “I want Equestria under our complete control by the end of the month”

The captain scowled “Do you want to know which bearer escaped?”

Chrysalis frowned “Did I ask!” she said dangerously “Now take your troops and crush all forces before us!”

“Y…Yes your highness!” the captain saluted before he ran off before he could enrage his queen further and was out of sight in seconds.

Chrysalis walked off towards the cells, her mind made up. As she approached the cells, they were full of ponies from Canterlot and the surrounding area. Chrysalis was pleased by the variety of various ponies that were now hers to do with as she saw fit.

She then reached the cells where the princesses were and took the moment to go in. The princesses were chained to the wall, helpless to the changling queen and her desires. Chrysalis first stopped at her first capture, Cadence, who was naked and had a collar around her neck that restricted her magic and forced her body to do as the changeling queen desired.

“Hmmm, Princess Cadence, you tried so hard to stop me and lost your boyfriend!” Chrysalis taunted as she cupped the princess’s chin in her hand “Now your mine!”

Cadence pulled away “I’ll…never be yours!” she snapped “I’ll….ahhhh!” she was interrupted by Chrysalis who was now groping Cadence’s large breasts.

“Let go of her!” screamed Princess Luna who was equally naked and had a collar on. She had been captured when she had woken from her sleep and had been abused by Chrysalis’s troops. “We shall be free!”

Chrysalis giggled as she continued to play with Cadence’s breasts “Yeah and I was going to be defeated by the power of love! Your bodies are mine to do with as I please” she said as she let go of Cadence “Now if you don’t mind, I need a fuck buddy for tonight and I want to save a princess for later”

Across the corridor was the cell with the bearers and Chrysalis now had her choice of possible bed companions. They were being held in the same way that the princesses were, so Chrysalis got a good view of each and what they were packing. As she walked in she stared at the mares before her but now the hard part, who?

“Now, slaves, I need a volunteer” she demanded of them “Who wants to give me pleasure tonight? Perhaps you earth pony?” staring at the only earth pony in the room.

Pinkie pie raised her head and spat in Chrysalis’s face “Fuck you, Meanie!”

“If there are no volunteers, I’ll just take this Pegasus” Chrysalis said dangerously as she approached Fluttershy “How about it, cutie?” she suddenly placed a finger onto Fluttershy’s crotch, begining to prope Fluttershy's vagina with her finger, goddess she squirmed and Chrysalis loved it.

“AAHHH! Please stop!” Fluttershy screamed

“Alright…enough…stop!” a weak voice from the opposite side of the cell moaned, as Chrysalis turned, her eyes fell on the defeated looking Twilight “I’ll be your slut!”

Chrysalis couldn’t have asked for better, her first fuck slave of her conquest was to be the one who nearly helped defeat her and now she was going to fuck her. “So, you’ll take your friends place?” she said thinking it sounded too good, so she used her magic to free Twilight’s hands and Twilight weakly fell forward onto the floor “Then walk over here and lick my pussy!”

Twilight nodded, slowly getting up and walking over to Chrysalis who raised the front part of her dress so Twilight could gain access to her pussy “Just spare my friends” she weakly said as she took a tentative lick of Chrysalis’s folds “There!”

Chrysalis was satisfied with her choices “Guards! Get in here!” she snapped as she lifted Twilight onto her feet and began to grope her breasts. Four changeling guards entered with chains in their hands “Take this one and the other unicorn to my chambers! Tie them to the chairs and gag them!”

“Yes, your highness!” the first guard said

“But…you said…!” began Twilight before a chain was attached to her collar and she was interrupted by the tug of the chain. The guards then attached some cuffs to Twilight’s wrists before doing the same thing to Rarity.

“I said you took your friend’s place, as in little Fluttershy’s place. Now get ready!” Chrysalis laughed cruelly as she followed the guards out. Chrysalis could hear the other three yelling protest but they would get their turn before long. She didn’t follow the guards all the way she wanted to finish Celestia’s humiliation so she went back to the cell with the princesses “Guess who I’m going to be fucking tonight, princess?” she taunted as she stopped in front of the princess of the sun.

Celestia didn’t move as Chrysalis grabbed her breasts and twisted the nipples sharply “Aaahhh…You won’t get away with this” Celestia finally muttered through gritted teeth

“OOO, I was hoping someone would say that because I’ve already gotten away with it” Chrysalis laughed as she rammed a finger into Celestia’s vagina “Your own little slut in training volunteered herself!”

Cadence was the one who realized what Chrysalis meant and screamed “Leave Twilight alone!” as she desperately struggled against the chains “I swear if you, I’ll…!”

“You’ll what!?” Chrysalis laughed as she continued to molest Celestia “Face it, I can fuck any of you at a whim and you’ll just have to accept it” her horn suddenly glowed with magic and a huge black cock grew from her crotch “Now if you don’t mind, I’ve got two slaves to fuck, up in my bedroom and I can’t keep them waiting”

As Chrysalis approached her new room, she preparing for a night of fun as she opened the door, she took a deep breath and looked in. There were her first two prizes, the white unicorn, Rarity and Twilight sparkle. Chrysalis walked up to her two new toys, trying to decide who was going to be first but she couldn’t decide.

“Tell you two what. Whoever’s moan is cuter will be the first to be fucked” Chrysalis taunted as she grasped Rarity’s left breast and Twilight’s right breast, this caused a moan to be issued from each “okay…Rarity you win” she used her magic to untie the unicorn and grabbed the chain “Now, suck this or else!” as the gag was removed and Chrysalis pointed to her now erect member.

“Yes, mistress!” Rarity said defeat filling her voice as she opened her mouth and extended her tongue.

“Good! Now enjoy!” Chrysalis laughed as she pushed the member past Rarity’s lips and down her throat. Chrysalis placed her hands on Rarity’s head to keep her there, beginning to force her head back and forth. It was then Chrysalis noticed Rarity had her eyes shut, denying Chrysalis the pleasure of seeing her victim’s woe and this angered her “Open your eyes and look at me!”

Rarity meekly nodded with her mouth still full of Chrysalis's member as she opened her eyes and looked up at her tormentor. As she was forced to look up at Chrysalis in the eyes. Rarity could feel tears bubble behind her eyes and wondered if Applejack had made it back to warn Ponyville of the coming danger. For now though she had to accept Chrysalis’s vile member inside her and this filled her with dread for the future.

Chrysalis meanwhile was enjoying the feeling of Rarity’s mouth on her cock “That’s it, suck me, use that tongue…you are my beautiful slave…enjoying the view Twilight?” Chrysalis laughed as she stared at her other victim, as she pulled Rarity’s mouth off her cock and stood her up “Now Rarity, bend over…that’s it”

Rarity bend over and spread her legs for Chrysalis “Get it over it over with!” Rarity spat.

Chrysalis’s horn glowed freeing Twilight but still keeping her hands bound “I want you to pleasure your friend as I fuck you!” Chrysalis cackled as she hovered Twilight in front of Rarity “NOW!”

Rarity looked up at Twilight “I’m so sorry…MMM!” she began before Chrysalis forced her muzzle into Twilight’s folds. Chrysalis then rammed her cock into Rarity’s pussy and began to thrust in and out.

“SOOO warm and tight! Oh and a virgin, good” Chrysalis moaned as she continued to enjoy Rarity as blood began to drip from Rarity’s vagina “I bet you didn’t see you losing your virginity to a changeling did you?”

“MMM…No…mm” Rarity moaned as she kept licking Twilight crotch

Twilight moaned “Rarity, please stop!” as she struggled against her cuffs and the magic that kept her there “You bitch! Let us go!”

Chrysalis laughed evilly as she continued to thrust into Rarity “Face it, sluts, I can do with you as I please” she said as she forced Rarity’s face deeper into Twilight’s folds. She then began to quicken her pace as she felt herself getting closer to climax. “Here I go, I going to cum in you!”

Rarity screamed “NOOO! Please! I don’t want…Ahhhh!” as she was filled with Chrysalis’s thick cum. “I’m going to be…!”

Chrysalis leaned forward and pulled Rarity’s mane back so she could look her in the face “A breeding bitch! Yes!” she whispered into Rarity’s ear before she pulled out of Rarity “Twilight, be a dear and clean my member!”

Twilight struggled as she was hovered in front of Chrysalis and forced to suck on Chrysalis’s dick “MMMM!” she moaned desperate to get away.

“That’s it…clean it!” Chrysalis moaned as she forced her length down Twilight’s throat “You make such a lovely slave, Sparkle!”

Chrysalis’s horn glowed green as she hovered Rarity into her left arm and began to grope her. “Let go of me!” Rarity screamed as Chrysalis pitched her nipple “AAAHHH!”

“Don’t be so fussy, how could anyone keep their hands of your glorious tits” Chrysalis laughed as she stared down at Twilight “Enough! Stand up! Good, now onto the main event” as Twilight stood up.

“What now?” Twilight asked disgust heavy on her tongue.

Chrysalis turned, holding Rarity as she lay herself and Rarity on the bed “Twilight, the time has come for you to be fucked” she said as she hovered Rarity so she was straddling Chrysalis’s face and Twilight was on her cock. Chrysalis used her magic to force Twilight to ride her cock up and down “Now Rarity kiss the slut”

Twilight laughed darkly “Rarity would never…MMM!” she began but was interrupted by Rarity who had locked her lips with Twilights. Chrysalis then pushed her tongue into Rarity’s folds as she continued to thrust into Twilight. Rarity’s reaction was a loud moan into Twilight’s mouth as she tried to fight the dark magic that forced her to kiss her friend.

The minute continued to pass, then Chrysalis could feel herself getting closer and closer. Twilight really was a great fuck slave and soon she would fill her with cum…no she wanted to impregnate Twilight last. She wanted her to witness all her friends’ impregnation, before Chrysalis did it to her, which would surly break the defiant mare’s spirit and then she would be the perfect slave.

Chrysalis using her magic hovered Twilight and Rarity off her, as she positioned them next to her on the bed “Now, Twilight hold still!” Chrysalis snapped as she climaxed down Twilight’s front “There now, to sleep and tomorrow we’ll see about getting you two proper attire”

As the evil queen fell to sleep, Rarity and Twilight were forced to lie next to her. Unable to do a thing since their hands were tied, the collars prevented the use of magic and the collars also forced them their bodies to obey.

Rarity checking Chrysalis was asleep asked “Do you think Applejack made it Ponyville?” she sniffed looking down at herself in disgust “I don’t want to live like this”

Twilight sighed unable to know for certain “We all agreed, she was the best suited to the task of warning Ponyville and Applejack can be relied on” Sleep finally overtook them but little did they know their prayers were being answered.

Meanwhile in Ponyville a meeting of Ponies was taking place, Applejack had made it back and more help was readying itself for the war of Equestria. A sizeable chuck of the Equestrian army had been out on patrol when the Changelings had attacked, thanks to Applejack they had avoided walking into a trap. Now a council of war was meeting planning the defence of Ponyville.

“Do we have enough forces to withstand the Changeling assault?” Commander Sword was asked by Mayor Mare.

“Hmmm, we need reinforcements. We also need supplies, as the weapons and food stockpiled in Ponyville is only enough for a month. Don’t get me started on medical supplies” the old grey stallion Unicorn said with a heavy sigh “Without Shining’s shield spell; we’re out numbered ten to one and outspelled”

Applejack was horrified “Well what about the citizens of Ponyville, we’re willing to fight and while we hold Sweet Apple acre, we have a supply of apples and…”

“It’s not enough!” snapped a fiery red Unicorn mare on Commander Sword’s left “Our forces will either have to sacrifice Ponyville or Sweet Apple Acre, so we can mount a proper defence and hold it till the north units return to reinforce us”

Mayor Mare sighed saying “Then we’ll have to give up Ponyville. Sweet Apple acre has the food” turning to Cheerilee “Start the evacuation to Sweet Apple Acre. Get as many ponies there before sun up and start work on defensive walls”

“Get the troops to gather weapons and supplies from the surrounding area!” Commander Sword instructed the red unicorn “And, Sparks, nothing too big”

“Awww, Dad…I mean commander, come on!” Sparks groaned “Where’s the fun in that?”

“We have no time for fun!” Big Mac suddenly said with fierce anger filling his words “My sister has come to tell us of the threat we face and your wondering how much fun you can have?! We’re here to defend our way of life and rescue those poor souls they have captured for what reason, I don’t want to imagine!”

“Okay! Enough, Ready Sweet apple Acres for defence!” Commander Sword snapped “We have nine hours tops!”

“RIGHT!” the room yelled and then they set off to prepare the defences, supplies and themselves for war. Many dark days lay ahead but so long as they had the power of friendship and the light of hope to guide them, defeat was unlikely and they were ready to fight for those ideals! Ahead of them many sacrifices would have to be made but as long as love and friendship were on their side, then not even hell itself would withstand their conviction!

Author's Notes:

So that's that defantly was a better idea in my head but maybe with some luck and wishful thinking you'll enjoy it. I don't know if there will be second chapter because I want to do a one shot crossover between MLP and Thomas the tank engine. Well we will see. Please review.