Starlight nervously walked through the streets of Our Town, eyes darting from house to house as she waited for something, anything to happen. Strangely enough, even though there were tables full of confectionary delights and various celebratory banners hung up all over the place, not a single pony was out on the street. Of course, with Luna’s moon hanging high overhead, the fact that they all could be sleeping did pass her mind, though that didn’t explain why they had left all their party food out in the cold, night air.

And then, just as a pair of tumbleweeds rolled by, every door opened simultaneously to reveal the citizens of Our Town, each with a strangely stoic look plastered on their faces.

Starlight gave Double Diamond her best smile as he walked past without a word. “Hey, I wanted to apologize for my behavior earlier…”

No response.

Starlight was starting to get worried, at least until a familiar party pony marched on by. “Party Favor!” Again, nothing. “Can you hear me?” She waved a hoof in front of the stallion’s face.

Nothing.

“I told you to never speak to them again!”

Starlight looked around, unable to decipher where the strange, disembodied voice was coming from. At least until she looked down the street, where a familiar group of six mares was walking towards her with some rather mean-looking scowls on their faces.

Starlight took a step back. “What are you all doing here?”

Twilight stepped forward, eyes glaring straight into her soul. “Making sure you do what I said! I’m your teacher, aren’t I?” The mares started moving forward as a single unit, each one looking like they were ready to kick some Starlight-butt. “Didn’t I say to never come back here?”

Starlight did her best to match them step for step, though it didn’t help the building terror inside her chest. “Yes, but, that just doesn’t seem right! You aren’t acting like yourself…” She pointed towards Twilight, worry plainly written on her face.

“Something is wrong!”
“Something is wrong!”

Starlight looked around. Somepony had quite clearly said the same thing as her at the exact same time she did, though there didn’t seem to be anypony else around. A shiver raced up her spine as a chilly breeze wafted past, one that, as it reached the six mares continuing to glare daggers in her direction, magically blew them away as if they were dust.

“A… dream?” A lightbulb lit in Starlight’s head. “This is another dream!”

“Starlight…”

There was the voice again, and this time she heard it well enough to put a face to it. “Princess Luna?”

Princess Luna, half-way across Equestria and deep within the depths of the Changeling Empire, fearfully glanced over her shoulder as she heard a familiar-sounding gasp coming from behind her. Celestia, her brave, brave sister, was single-hoofedly trying to hold off the horde of dark creatures attempting to wear them down to the point that they could put them into a kind of stasis cocoon she had seen Twilight and her friends put into before. Normally this wouldn’t be much of a problem, what with being Alicorns and all, but for some reason their magic had been dampened as soon as they had been unexpectedly taken from their home back in Canterlot. It was as if the constantly-changing walls around them were sapping them of their strength, reducing them to nothing more than average, everyday ponies as they fought against seemingly never-ending waves of angrily snarling Changeling drones hell-bent on taking them down.

They did have a small glimmer of hope, however. While she lacked the magic to open up new connections to ponies wandering about the land of dreams, it seemed as though some of her more recent night-time visitations were still open, if only slightly. Starlight’s had been the obvious one to choose; Luna knew she was Twilight’s personal protege in the science of Friendship, and if there was anypony who could muster up a rescue party, it was her. So, with a couple mid-battle shouts to her sister, Luna had opened a connection in the nearby wall as Celestia fought her hardest to buy her some time.

Now, however, as her eyes met her sister’s, she could tell that time was wearing thin. Beads of sweat rolled down her normally regal-looking face as she bucked and kicked as many Changelings as she could, each one slower and weaker than the last. In fact, as Celestia made one such kick against a drone leaping at her through the air to send him flying back into the opposite wall, a Changeling darted underneath the larger pony before she could recover and shoved its head between her legs as they came back down, looking much like a young foal nursing from its mother as it attacked the weak spot underneath her tail.

“L-Luna, hurry!” Celestia tried to tear the drone away from her crotch, leaving her open for another insectile form to latch onto her chest and start licking the soft fur lining her throat. “I c-can’t hold them off for much longer!”

Feeling panic start to set in as the lewd sounds of Changeling-tongue eating pony-pussy reached her ears, Luna whipped back around towards the portal in the wall and tried shouting as loud as she could. “Starlight Glimmer!”

Another gasp, this one more frantic than the last, and as she took a terror-filled glance over her shoulder she watched as Celestia, quite possibly the strongest being in all of Equestria, fell to her knees against the swarm of drones descending upon her like a pack of wild Timberwolves. The drone underneath her quickly stepped to the side to avoid being crushed, only to dart around behind her and, after pausing for a moment as the Alicorn’s long, white legs frantically kicked around in a feeble attempt at defending herself, shoved its head underneath her flowing tail to get at the succulent treasures hidden within.

A weak croak escaped Celestia’s lips as she felt the warm, wriggling mass of the Changeling’s tongue run across the fat folds of her marehood. The unwanted pleasure shot up her spine and clouded her mind, her muscles tensing up as the creature ground its chitinous chin against her clit. She tried to get her legs back underneath her, but before she could find her hoofing a pair of drones jumped on her sides and began gnawing on the sensitive tips of her wings. Not enough to hurt, but more than enough to light up every nerve in the majestic appendages with electric bliss. That plus their added weight was more than enough to keep her grounded for the time being, giving their fellow drones ample time to close in on their weakened prey.

With an angry hiss a Changeling landed right in front of Celestia’s face, teeth barred and, as she looked underneath it, cock fully engorged with the creatures bright-green blood. She had found out about the peculiar color of the insectile race’s blood after giving one a good kick to the face, and judging by the cuts and scrapes covering this drone’s chitinous form he, too, had been subject to a bit of grade-A Alicorn ass-kicking from the Princess of the Sun herself. Which would probably explain why, even with his dark dick swaying between his legs as slimy strands of pre seeped from the slit at the top, he seemed rather angry as he made his way towards her.

“Y-you-mmph!” The Changelings at her wings began making their way towards the base of the feathery appendages, biting and gnawing at the sensitive skin like they were eating an ear of corn. “You won’t get away with this!”

Luna bit her bottom lip as she watched Celestia hold the drone at bay with her long, pointed spire of a horn. Time was definitely running short; between the rosiness in her sister’s cheeks and the fact that the Alicorn had all but given up hope in stopping the Changelings at her crotch and wings, Celestia would soon fall to the carnal advances of the monstrous horde. A battle unfolded in her mind. Should she give up on contacting Starlight and go save her sister? It certainly didn’t seem as though Starlight could hear her. Maybe the magic-dampening powers of the Hive were preventing her from reaching out-

“Princess Luna, where are you!?”

Luna’s ears perked up just as she made a step towards her sister, wings flared as she got ready to charge into the fray and fight until her last, pre-orgasmic breath. “Starlight?” She leaped back towards the portal, shoving her head through the wall to peer back into the land of dreams. There, standing in the middle of a street in a town she couldn’t place, was the small, scared-looking unicorn who more than likely had the fate of Equestria in her hooves. “Starlight Glimmer, there’s no time!”

A loud thud sounded just behind her, and another peek revealed a rapidly deteriorating scene in the saga of Celestia versus the Changelings. The creatures had somehow managed to roll the Alicorn over onto her side, leaving her completely defenseless as they closed in on her from all sides. The one slurping away at the bright-pink lips of her marehood pressed the attack with manic glee, muzzle scrunching up as he shoved his face hard enough against her pussy to nearly make it slip inside her velveteen passage. The ones at her wings had moved on to licking the silky-smooth fur lining the underside of her stomach, tongues wriggling around her belly like a pair of worms looking to tickle her to death.

“N-no…” Celestia bit her bottom lip as the drone between her legs used his hole-ridden hooves to pry apart her weakly-kicking hind-legs, opening her up for more of his brethren to join in on the feast. A pair of Changelings did just that, landing between her legs with matching smirks before, cheeks pressing against each other as they leaned in towards her pussy, they followed the first’s example and shoved their tongues as far as they could go into her sacred passage.

A shiver raced up Luna’s spine as Celestia moaned towards the gray ceilings above them, eyes wide as she watched another pair of Changelings start to nip and lick at the plump mounds of her sister’s well-rounded teats. More still found various places around the Alicorn’s body to lick and caress, and before long she couldn’t see an inch of white fur amongst the sea of black chitin past her sister’s panic-stricken face.

“L-Lulu!” Celestia gasped as the tongues buried inside the warm, weeping passage of her pussy pulled in two different directions, stretching her inner folds out to create their own personal arena for them to dance in. The dozens upon dozens of tongues running over her body had left her in a daze, and while she normally prided herself on her self-control she couldn’t stop her clit from gleefully winking out into the air as a tightness formed below her waist. “Lulu! I love you, sis-”

Preoccupied with her famous last words, Celestia didn’t notice the Changeling in front of her before it was too late. With a growl and a snarl the drone leaped onto her face, latching onto the back of her head as it humped at her lips like a feral dog smelling a female in heat. The Alicorn grit her teeth and clenched her lips together as hard as she could to prevent the determined drone dick from finding purchase, but the constant flashes of pink from her fluttering folds would prove to be her downfall. A few well-placed licks against her bulbous button of bliss was all it took to force her mouth back open, and before she could finish her gasp of pleasure she suddenly found herself with a mouthful of monster cock.

Luna’s heart sank into her stomach as her sister’s surprised “Grk!” reached her ears, eyes unable to pull away as the Changeling fucked her sister’s mouth. Loud smacking sounds filled the room as the drone’s heavy balls swung into the Alicorn’s chin, and before long the Princess of the Night could see strands of her sibling’s spit sliding down the smooth sack like honey rolling down a pair of plump, black apples.

Luna could only stand watching the drone pump his shaft back and forth between Celestia’s lips for a moment before she turned back towards the portal, fear in her eyes. “You must get help!”

Starlight looked at the Alicorn in shock. “What? What are you talking about? This is just a dream!”

Luna vigorously shook her head as the lewd cacophony of sounds coming from the Changeling-pile grew in intensity. “Not here, in the waking world! They’ve taken my sister and I!”

A moan tore her gaze away from the portal yet again, and what she saw shocked her to the core. Celestia, all the fight apparently taken out of her, laid like a ragdoll on the ground as the dozens of Changelings around her had their way with her formerly pristine body. The one at her mouth, sensing her loss of will, had relaxed enough to unwrap his hind-legs from her neck and had placed them back on the floor, giving him a better stance to work with as he plunged his cock into her slack lips over and over again. The conglomerate of forms between her legs continued their feasting as normal, though one of them, thirst apparently quenched by the bountiful mare-honey pouring from her fat pussy lips, backed away with a grin that showed off its sharp, white teeth and crouched down like he was about to jump.

Then, like a lion pouncing on its soon-to-be-meal, the Changeling leaped up onto her sister’s plot and began wildly stabbing at her behind with the rigid sword between his legs. The other drones hissed and growled as they were knocked away from their juicy prize, though their fellow Hive-mate continued poking around in search of her pussy without a care in the world.

Luna’s eyes widened as she watched that fat, Changeling cock slowly zero in on her sister’s plush, pink folds, heart beating a mile a minute as it prodded everything from the pillowy white mounds of her ass to the small patch of pink skin between her anus and marehood. She gasped as the black rod slipped and sucker punched the round pony pucker beneath her sister’s tail, though she wasn’t sure if she was relieved or disappointed when it couldn’t find enough purchase to penetrate. Instead, it pulled back from the Alicorn’s ass like a snake rearing back to strike and, as if the fates themselves had willed it, pushed forward one final time.

The sight of that large, black slab of drone dick sliding into her sister’s pussy like a key would its matching lock sent a shiver down Luna’s spine, one that grew into an embarrassed heat as she heard the prim and proper Alicorn moan around the cock in her mouth. She turned back towards the portal, cheeks reddened as she felt a warm drop run down the inside of her thigh. “It’s worse than last time! Your dream called to me and I was able to break through…” Another moan, this one accompanied by the smacking sound of flesh slapping flesh, and a second drop of warmth ran down the opposite thigh. “You must find help!”

Starlight was starting to freak out. First all her friends in Ponyville were acting strange, and now the Princesses were, too? “What are you saying? Who’s taken you!?”

Luna opened her mouth to speak, but her words died off as Celestia let out a high-pitched shriek that sent shivers up her spine. She whipped around to find that her sister had mustered the strength to roll back over onto her stomach, denying the hissing Changelings around her access to her most private of parts. Most of them, anyways, for the ones shoving their throbbing members at both ends of her body were still latched on tight, fucking the Princess with a wild abandon neither of them had ever seen before in their long, storied lives. It wasn’t until she looked at her sister’s face, however, that she realized why the Alicorn had cried out in what she had presumed to be fear.

“S-sister?” An ice-cold finger of terror crept up Luna’s spine like a spider crawling up a wall. “A-are you okay?”

Celestia’s only response was a long, drawn out moan, head continuing to bob back and forth as she lewdly sucked the drones’s diamond-hard dick on her own free will. With eyes clenched shut and glowing green strands of cum plastered across the normally pristine white fur of her cheeks, the regal Princess of Equestria choked herself on the Changeling’s cock like a common whore in the back alleys of Canterlot, moaning and groaning as she did. Thick, gooey drops of foreign seed mixed with pony spit and dribbled down her chin as she gasped around the thick log of dark dick-flesh, tongue lapping at the broad, flat head of the Changeling’s flare as more and more of his liquified love was pumped directly into her stomach.

A warmth built in her chest as she drank more and more of the drone’s sweet, succulent honey, the kind of warmth that made you just want to curl in on yourself and go into a deep, deep sleep. She smiled around the cock in her mouth, mind falling into a haze. Why was she fighting the Changelings again? They made her feel so good...

Luna watched, mortified beyond belief as Celestia began rocking her body back and forth in time with the Changeling thrusting away at her hind-quarters. The smacks and slaps of pony-ass meeting drone-balls mixed with the slicks and slurps of rock-hard Changeling-dick pummeling away at dripping-wet mare-pussy, creating the kind of lewd sound that seemed more fitting for an official Canterlot orgy from ancient times than a group of monsters fucking their apparently willing prey.

A flash of movement tore Luna’s attention away from the smutty scene, revealing a group of grinning Changelings slowly approaching her from behind like a pack of giggling hyenas on the hunt. It seemed as though that, even though they had been kicked from the Celestia fuck-fest, their lustful hunger had not yet been sated. In fact, judging by the fiery look in the eyes and the heavy cocks swaying between her legs like big, black clubs, it almost seemed like their thirst for carnality had only grown worse after being denied.

Luna snapped back around and peered back into the portal, eyes wide as she stared at the confused visage of Starlight Glimmer. “Be careful who you trust.” The clop clop clop of Changeling hoofsteps grew louder. “You’ll need all the help you can find!” The snarls were close, so close that she swore she could feel their breath washing over her back. “The Changelings have returned and-”

That was all she could get out before the drones were upon her.

Luna yelped as she was yanked away from the portal, the last thing she heard before it snapped shut being Starlight Glimmer calling out her name. That was the least of her problems, however - the three drones hanging onto her back were doing their best to bring her taller frame down to the ground, much as they had done to her sister, and while her libido felt like giving in she still had a bit of fight left in her.

“Release me, you curs!” A quick flick of her wing shoved one of the creatures off her back, but after skidding across the floor for a couple hoofsteps it simply jumped back up and into the fray. “You shall know what it is like to face the Princess of the Ni-”

Her voice petered off into a weak croak. As she had been attempting to fight off the Changelings on her back, she had failed to notice a pair of drones sneaking up on her from behind. As soon as they had an opening they had darted underneath her tail, but unlike with her sister they did not target the meaty lips of her marehood. Instead, the two Changelings had shoved their faces directly underneath her tail to get at the smaller of the two holes, their tongues battling each other for supremacy within the arena of her puckered rectum.

Luna bit her bottom lip, legs starting to shake as the drones ate out her ass. “Curse you, you… vile creatures!” She turned around to try and stop them, but the two Changelings matched her every step to keep themselves lip-locked with the dark rosebud beneath her tail. She started frantically whipping her tail around, though while such an action worked against insects of the smaller variety it seemed to have no effect on the two bugs latched to her rear-end. “When I get my hooves on you, I’ll- oof!”

A large mass suddenly landed on her back, buckling her knees and nearly sending her toppling over to the floor. She glanced over her shoulder to see a drone sitting on her back as if she was a common farm animal, razor-sharp teeth glistening in the light as it leaned in towards her neck and opened it’s mouth.

Rather than biting onto the back of her neck like she had thought it would, however, the drone did something far, far worse.

“Gah!” Luna fell to her knees as she felt the drone’s tongue run up the entire length of her horn, and as the cackling creature started licking at it like a lollipop she found she lacked the strength to get back up. The pair of Hive-mates underneath her tail relished the new position and began tongue-fucking her ponut in glee, their dual, serpentine appendages sawing back and forth inside her tight passage like a pair of snakes burrowing into their new home.

Luna felt the cold chill of defeat encase her heart as the Changelings still on her back moved to the sides and began gnawing on her wings to keep her grounded, whatever slim hope she had at miraculously fighting off the entire horde and escaping with her sister dying off with each lick against her horn or anus. Worst of all was the pleasure, the indescribable amounts of bliss that made her feel like everything that was happening was good.

‘Please, Starlight Glimmer…’ Luna gasped as the drone on her head rotated a full one-hundred and eighty degrees around her horn, robbing her of her vision as his fat nuts draped over her eyes. ‘You must save us… You must save all of Equestria!’

With that, Luna fell over on her side, whatever fight she had left draining from her body as the swarm of drones had their way with both her and her sister long into the night.

Chrysalis smiled at the scene before her. Princess Celestia and Princess Luna, two of the most powerful beings in all of Equestria, lay passed out at the center of the chamber, bright-green Changeling cum leaking from just about every hole in their bodies. Still several of her drones continued working the mares over, one licking and sucking at the bud of Luna’s ass as a pair of his brethren used Celestia’s regal wings to jack themselves off, painting the mare’s back with more of their cum.

“Enough.” With a wave of her hoof the drones immediately jumped away from the Alicorns and lined up by the wall, many looking battered and bruised but all with half-flaccid, cum-covered cocks dangling between their legs.

Chrysalis smiled. “Good work, my loyal subjects. Now, put these two in their cocoons and put them with the others.” Her grin grew and, with an evil sounding laugh, the Changeling Queen tilted her head back and proudly spread her insectile wings out as far as they could go. “Equestria is ours! Nopony can stop us now!”

The drones cheered for their Queen, confident that their leader had succeeded in bringing Equestria to its knees even as an unlikely band of heroes made their way into the hive...

Author's Notes:

One down, two more to go...

Man, I sure do love writing about changelings (as anyone who's read one of my other stories, Cadance and the Art of Diplomacy, probably knows). Didn't wind up being as long as I thought it would be, but with this being the first of three clopshots I'm supposed to do this week I decided to pace myself a little more than usual. Be sure to check out tomorrow's clopshot and vote for what 2nd place idea becomes the last clopshot of the season!