“The only thing Thorax has found is what happens to those who turn their back on the hive!”

Starlight felt her heart stop as the black, jagged horn protruding from Chrysalis’s forehead ignited in a bright-green glow, the all-powerful Queen of the Changelings ready to rid herself of the traitorous Thorax once and for all. A simple tilt of her head and the villainous creature unleashed a crackling beam of magic straight into the reformed drone’s forehead, surround his smaller frame with painful-looking sparks of greenish electricity that hurt him just as much as it hurt his friend watching the scene from afar.

Starlight Glimmer jumped forward, panic slipping into her voice. “No, STOP!”

All she could do was watch, however, held back by a pair of Changelings as Thorax was lifted into the air, his face twisted in pain as his former Queen prepared to remove him from this world. “Just as soon as I drain every last ounce of love from him, and show my subjects what a REAL leader is!”

With that, Chrysalis opened her mouth and let out the vilest, most fear-inducing hiss Starlight had ever heard in her life. The effects were immediate as a pinkish, cloud-like stream of love began pouring from Thorax’s heart straight into the Queen’s gaping maw, leaving him feeling numb as an icy coldness spread throughout his veins. He started panting in pain, eyes scrunched up as all the love given to him by everypony he cherished was forcibly taken from him. “I can feel the love inside me slipping away… I can’t hold onto it much longer!”

Starlight’s mind was going a mile a minute. What could they do? Were they really just going to lose after everything they had been through? If only there was some way to show Chrysalis what Thorax had discovered, like if he could freely give her his love-

Her eyes widened. “Then… don’t!” She looked up at Thorax, tears nearly dripping from her eyes as she watched her friend writhe in pain. “Sharing love is what made you different to begin with! You should share yours with Chrysalis!” She smirked, her confidence in her plan growing. “Give her all of it!”

For a split second Starlight didn’t think the small Changeling would go through with it, but suddenly he spread out all four of his hooves and, in a bright flash of pink light that left her blinded for a moment, he opened his heart up to his former Queen. Pounding waves of love crashed into Chrysalis, sending her sliding across the ground and, after a short-lived fight against the powerful energies slamming into her body, sent her flying back into the magic-dampening structure of her throne.

For a moment Thorax stayed suspended in air, a bright-white light shining where his heart should be. Then, in yet another flash of light that forced everypony and everyling in the room to look away, a pink, ribbon-like mass surrounded his body and obscured him from view. By the time Starlight could look back in his direction, Thorax had disappeared inside a bright, crystalline cocoon that floated in the air a couple hooves off the ground. The Changelings that had been holding her back seemed shocked in awe, so, seeing as nopony was doing anything, she walked up to the strange structure and carefully tapped it with her hoof.

Another flash of light, this one brighter than any that came before it, and suddenly Starlight found herself face to face with a creature she had never seen before in her life. An eclectic mix of greens, yellows, oranges, and purples covered the being’s tall, majestic form, and Starlight had to tilt her head back to see the tippity top of its two long, proud horns.

“Th-Thorax?” She took a step forward. “Is that you?”

The creature looked down at itself for a moment, equally as surprised as she was at its sudden transformation. “Yeah, it’s-” He jumped at the sound of his new voice, the kind of voice that, well… let’s just say that it was different from his old one and that if somepony far, far away was writing an adult piece of fanfiction about him they’d have trouble describing it in words. Let's just say it was deeper than usual and move on, okay? “Yeah, it’s me…”

Starlight’s eyes fell to the three, gemstone-like formations on his chest, each one so perfectly pristine that she could see her half-shocked, half-awed reaction in them. “Wow… What happened?”

Thorax glanced over his shoulder at the large, purple wings on his back, eyes widening as he watched them sparkle in the light. “I… I don’t know! I was giving Chrysalis my love and then-”

“You wretched worms!” Both Starlight and Thorax gasped as the nearly-forgotten Queen jumped back down from her throne, her tall, lanky figure landing with a hard enough thud that she had to take a moment to recover. “There is no revenge you can ever CONCEIVE of that will come close to what I will exact upon you two!”

Starlight rounded on the advancing Changeling with a frown. “When Twilight and her friends defeated me, I chose to run away and seek revenge. You don’t have to! You can be the leader your subjects deserve.”

“Silence!” Chrysalis stomped a hoof on the ground, the impact not as strong as she had hoped it would be. “You and that… that…” She paused as her eyes fell on Thorax, the anger in her face replaced with pure confusion. “What in the hay is that thing!?”

Starlight opened her mouth to respond, but large, greenish-yellow hoof silenced her before she could even begin. She looked up at Thorax’s smiling face, and as he turned towards Chrysalis and took a confident stride forward she felt certain that he could make the Queen see the error of her ways. And then, as he walked in front of her, she saw something that took her breath away. Between his newly added height and the semi-transparent state of his tail, Thorax had little in the way of natural modesty.

And by little, there was absolutely none.

Starlight blushed as she gazed upon the transformed Changeling’s genitalia, the heat in her cheeks building as she watched it harden before her very eyes. The shaft was long, much longer than your average stallion’s, with a two-toned blue skin that made it look more like a candy bar than a cock. The length was as smooth as a polished slab of aquamarine everywhere but the tip, which had a series of bumps and ridges outlining the wide, drooling flare of the drone’s impressive masculinity. Thick drops of green pre dribbled from the slit at the middle of the monstrous head, leaving a damp, dark trail behind the Changeling as he marched towards Chrysalis’s stunned form.

Obscuring most of Starlight’s line of sight to the base of Thorax shaft was an impressive set of testicles hanging between his legs in a taut, silky-smooth sack. It, too, had a splattering of bright, neon colors splattered across its saggy skin, almost as if the large, globular balls were designed by some multinational entertainment company for the sole purpose of being sold in a children’s toy line. The love-laden spheres lazily swayed back and forth between his thighs as he walked, and Starlight blushed as, for some reason, the idea that she could use a good dosage of Changeling love came unbidden to her mind.

Chrysalis snarled as Thorax approached, matching his long strides with her own to keep an even distance between them. “Stay away, traitor, or you’ll wish you were dead by the time I’m through with you!” Thorax continued advancing, undaunted by her words, so with an angry hiss she tried blasting him with another bout of her love draining magic. “You are but a mere insect compared to me!”

Muscles tensing up and eyes clenching shut, Chrysalis put every iota of anger in her body into that spell, trying as hard as she could to take all the love from the vile traitor's multi-colored form. But, with a realization that made her eyes pop back open in shock, it didn’t seem to be working. In fact, rather than draining the Changeling’s love and increasing her strength, she felt herself weakening with each second that ticked by, almost as if Thorax’s mere presence was draining the power from her body. By the time she stopped her spell it was too late, and with a weak groan the proud Queen of the Hive fell to her knees, chest heaving as she tried to relieve her shortness of breath.

“What…” She looked up at Thorax, pure hatred in her eyes. “What did you do to... me...?” Her gaze fell down his toned chest and locked in on the thick, club-like appendage pointed straight at her face. “What in the depths of Tartarus is tha-!”

Thorax walked forward, his tall frame towering over Chrysalis as he stepped over her prone form. His massive cock swung side to side, lightly tapping the Queen on the side of her muzzle before settling against the gates to her mouth like a large, stone battering ram.

“Please, Chrysalis…” Thorax pleaded with his former Queen. “Accept my love!”

Chrysalis scowled, teeth clenched shut as she felt the transformed drone’s dick-slit smear a line of pre against her lips. “Never! You’ll never defeat me! I am Queen Chrysa-hrck!”

Being underneath Thorax with her head between his hindlegs, Chrysalis didn’t notice him bending his long, majestic neck down over her back. She certainly felt it, though, when he nudged aside the wispy strands of her tail, and she REALLY felt it when he dragged his tongue across the bright-green lips of her Changeling pussy without warning.

Chrysalis whipped her head around to look over her shoulder, Thorax’s meaty cock mashing into her cheek as she tried to catch sight of the treacherous drone licking at her privates. “S-stop! You shall not touch me there! You are not worthy!”

Thorax continued, licking and slurping at her plump lips to scoop up more of the sweet ambrosia pouring out from deep within. There was no malice behind his licks, however, no anger like a stallion taking their frustrations out with a rigorous bout of pussy-eating on the first willing mare they could find. Each lick was slow, deliberate, like the lips of a lover tending to his soulmate’s most delicate of needs. They were so gentle that his ministrations soon had the desired effect, his former Queen’s flower blooming with a wet wink that teasingly flashed the bright-pink folds of her passage in quite the breath-taking display of raw femininity.

“N-no…” Chrysalis bit her bottom lip, the dark chitin of her cheeks turning a few shades pinker in embarrassment as a pleasant warmth blossomed between her legs. “You… You can’t do this! I am your Queen!” She turned to look straight ahead, gasping as his nearly forgotten cock booped her on the muzzle. “I’ll… I’ll hurt you if you don’t! I’m warning you! I have very, very sharp teeth, and I’m not afraid to use the-oooh my...”

Thorax smiled, his tongue running over Chrysalis’s bright-green bulb of a clit as it punched out against his muzzle, drops of the female’s juices dribbling down his chin. “There’s nothing to be afraid of… Sharing love can actually feel kind of amazing!”

Chrysalis started panting against the Changeling’s crotch, washing his brightly colored cock and balls with warm air as she tried to catch her breath. “You… You…” She took a deep breath and shuddered as her lungs filled with his sweet, musky scent. “Love almighty, why does your cock smell so good!?”

Thorax pulled back from his impromptu meal between his former Queen’s legs and, after standing up straight, glanced between his hindlegs to watch Chrysalis watch his throbbing cock with wide, crisscrossed eyes. “That’s what love can do to you! Love is something that hugs and caresses all of your senses at once, something that Shining Armor and Princess Cadance taught me during my stay in the Crystal Empire that can be given to others in a myriad of different ways!”

Chrysalis blushed, mouth watering as she watched another drop of thick, heady pre tumble to the ground. “I… I…” She sighed in resignation. “Okay! I’ll do it!” She glanced over at Thorax, scowling as she saw the smile on his face. “But not because I’m giving up! I’m simply… curious, is all!”

Thorax nodded, content that that was the best he was going to get. “Good. Now…” He widened his stance, letting his heavy balls hang low between his legs as his cock prodded at her plush lips. “Accept my love.”

Chrysalis grimaced. “Tch… Believe me, traitor…” She turned, facing his crotch to take one last, deep breath of his musk to psyche herself up. “I have plans for you… EVIL plans! But, for now, I shall heed your request like any beloved Queen like myself would do...”

Chrysalis stared at the cock resting against her muzzle for a moment, tracing its smooth curvature from tip to base. The shaft was dark-blue at the base and grew lighter in tone the closer it got to his flare, and while she wasn’t one to normally service her subjects in such a way - drones like Thorax were supposed to please her, not the other way around! - she did have to admit that it looked rather tasty. Not to mention that the fat, well-rounded testicles hanging just past it seemed so bloated with love that her stomach gave a little growl of hunger that brought a blush to her cheeks, her failed spell-castings taking more out of her than she had first realized.

She closed her eyes, her desires clashing with her ego inside the battlefield of her mind, and with a sigh of resignation she leaned in and tapped the head of Thorax’s cock with her lips. A warm, goo-like substance smeared itself across her lips as she pulled away, causing her to absentmindedly lick it off as she pulled away.

Her eyes widened as her tastebuds registered the taste of the traitor’s pre.

It was pure, one-hundred-percent love!

Well, maybe more like ninety-percent love. There was still the usual salty tinge that came with most male’s seed. But other than that, Thorax’s cum tasted of the one thing her kind needed to survive, a kind of sickeningly sweet concoction that warmed her from the inside out as she swallowed it in amazement. Even the tiny droplet that had graced her lips was enough of an energy boost for her to feel it, and as her eyes zeroed in on yet another droplet precariously perched on the peak of his penis she had an idea.

An EVIL idea…

“Oh, my…” Chrysalis grinned as she tried to make her voice as sweet-sounding as possible. “Your cock is so amazing, trai- I mean, Thorax! Maybe I really can see the error of my ways!”

Thorax smiled, proud of himself. “Oh, good! Even with our differences, I still think we can be the best of friends!”

Chrysalis chuckled. “Yes… We can be friends…” Relaxing underneath Thorax and laying on her stomach, the smirking Queen brought a hole-ridden hoof up between his legs and held his cock pointed towards her face. “But I think I might need a little more teaching before I can really… understand the magic of friendship…”

With a smile Chrysalis opened her mouth and wrapped her plush lips around the broad head of Thorax’s cock, theatrically moaning as she dragged her long, serpentine tongue across his flare. Her hoof slid down the underside of his cock as she nursed on it, eventually finding the massive globes of his balls. Thorax shivered above her as she started rubbing the warm, saggy sack, rolling the testicles around inside the vibrantly-colored bag as they churned out more love for her to feed on.

“Oh wow…” Thorax bit his bottom lip as Chrysalis pushed her head between his legs, taking half of his long, blue cock into the warm, wet cavern of her mouth. “This is amazing…”

Chrysalis grinned. Sure, she hadn’t planned on conquering all of Equestria by sucking a drones cock to milk the love from his balls, but she supposed that the ends justified the very, very tasty means. So, as she continued rubbing at Thorax’s testicles like she was polishing a set of large gems, she crammed as much of his cock into her mouth as she could, tongue twisting and twirling around his pillar of lust as more of his scrumptious cum dribbled down the back of her throat.

Starlight watched the scene unfold in complete shock, both she and the entire Hive of Changelings around her with their jaws dropped to the floor. She hadn’t even made a move to save her various friends hanging in the cocoons above her head, eyes glued to where Thorax’s brand-spanking-new love-stick disappeared inside Chrysalis’s stretched out lips. She could even make out the outline of his cock through the dark chitin lining her throat, his massive member forming a lewd bulge as it wormed its way down into the Changeling’s stomach.

Chrysalis continued suckling on Thorax’s shaft for the next several minutes, her strength slowly returning to her as she feasted on his love. Or, at least, her strength had been returning; for some reason, the constant drips of cum into her stomach were giving her less and less of a euphoric high as time went on. At first she thought the large orbs resting against her hoof had simply run dry, but pulling her head back and feeling up the flare of his cock with her inquisitive tongue disproved that theory in a heartbeat. It was almost as if she had reached her limit of love, but while she did feel better it was nothing compared to what she felt before.

‘Hmm…’ Chrysalis hummed around Thorax’s shaft, causing the large, majestic drone above her to quiver in place. ‘Maybe I need to take it someplace else? It almost feels like my stomach is maxed out...’

With a lewd gurgling sound as the thick slab of meat was pulled from her throat and an equally as lewd pop as the flare slipped past her lips, Chrysalis pulled herself away from Thorax’s lap and daintily coughed into a hole-ridden hoof to rid herself of whatever pre was left residing in her throat. “Th-Throax?” She cleared her throat to get the drone’s attention. “I… I think it’s working! I feel so, so much better after sucking your cock! But, uh…” Crawling backward on all four of her hooves, Chrysalis escaped her warm prison beneath Thorax body and stood, eyes glistening in the light as she stared straight into his own. “But I think I need your love someplace else…”

“Oh?” Thorax looked genuinely confused. “Where would that be?”

Chrysalis rolled her eyes. ‘Great, a VIRGIN… This won’t last long...’ Turning around and lifting her tail with a grand flourish, the great Queen of the Changelings lowered her head towards the floor as she raised her hind-end into the air, showing off the bright green lips of her pussy to the traitorous drone behind her.

She looked over her shoulder, cheeks as red as she could make them with her magic to appear as embarrassed her glorious unveiling as possible. “I need it… here…”

Thorax took a step back, eyes wide in complete shock. It was widely known within the Hive that no drone ever even touched the Queen without permission, and as far as he knew noling had been granted the honor of actually fucking her! “Wh-what? A-are you sure?”

Chrysalis nodded her head, her thick bulb of a clit winking out at her fellow Changeling. “Yes… please…”

With a little shake of her ass Chrysalis sealed the deal, luring Thorax in close enough that, as his chest bumped into her rear, his natural instincts kicked in. She faced forward once more, a smug grin on her lips as his heavy weight settled on her back and his thick cock slapped the inside of her thigh. A few testing stabs of his hips later and Thorax found his mark, causing Chrysalis’s grin to widen as his bright-blue member slipped into her bright-green passage.

Chrysalis smiled as her well-thought-out plan came together. Thorax would fuck her for a little while and then drench the inside of her womb with a healthy helping of his warm, sticky, and love-laden seed. Her expert mouth-work had no doubt built his stores of the stuff to extraordinary heights, and she couldn’t help but chuckle as she imagined him filling her to the brim with the very thing that gave her strength.

Her victory was assured.

Or, at the time, that’s what she thought. What followed that thought, however, would be told throughout the ages as one of the most important points in Equestrian history. For Thorax didn’t fuck her for a ‘little while’, oh no. He didn’t fuck her for five, ten, fifteen, or even thirty minutes, either. In fact, for the next hour and a half all concept of time was thrown out the window, the metronomic slaps of his hefty balls slapping into her winking clit the only thing proving that time passed at all. But make no mistake, Thorax didn’t rut her mind senseless like she had expected…

He fucked her just like a lover.

His hips moved back and forth at the perfect speed, not so fast as to finish things in a hurry and not too slow as to make things boring. Each thrust used every inch of his shaft, sinking himself balls deep inside her warm, velveteen passage when he pushed forward and tugging his glistening cock till only the tip was left inside when he pulled back. He even went so far as to lightly nip at the back of her neck and lick at the top of her horn in random intervals, keeping Chrysalis guessing as to when the next mind-numbing blast of pleasure would come.

It wasn’t even like Thorax possessed an amazing amount of body control, either. In fact, as he bit down on the back of her mane and moaned, he had already dumped several loads into his body, filling her with so much of his seed that, if she looked down, she was sure she’d see a small bulge in her stomach. What was worse was the fact that, completely contrary to what she believed would happen, she was starting to feel weaker rather than stronger as time went on.

“Th-Thorax…” Chrysalis gasped as the Changeling started thrusting once more, the obscenely loud slurps of his cock burying itself in and out of her cum-filled pussy causing a real, bonafide blush to appear on her cheeks. “S-stop…”

“Mmm…” Thorax groaned against the back of her neck, drool seeping from the corner of his lips as he pounded away at the soft folds embracing his cock like a long lost friend. “Wh-what?”

“S-stop…”

His thrusts came faster, harder. “Huh…?”

Chrysalis growled underneath him. “I said, STOP!”

With a sudden burst of energy Thorax was sent flying back through the air, his cock slipping from his former Queen’s clenching depths to let his light-green cum seep out from her battered lips. He landed with a soft “Oof!” next to Starlight who, with an embarrassed blush, quickly shooed away the Changeling she had been giving “love sharing” lessons to before he could recover.

“Oh, uh… Thorax! How’s it going with Chrysalis?”

Thorax rubbed the back of his head and, with a helping hoof from Starlight, righted himself back onto all four hooves. “I dunno! I thought it was going pretty good, but then suddenly I was flying through the air and-”

An angry hiss interrupted their impromptu conversation, revealing one pissed-off looking Queen staring right at them with murder in her eyes, the effect of which was somewhat ruined by her prone position on the floor. “Wh-what have you done to me!”

Thorax and Starlight shared a worried glance, the larger of the two turning towards his former Queen with a shrug. “What do you mean? You said you wanted my love!”

Chrysalis growled and tried to stand, but the prolonged bout of banging had weakened her to the point that she could barely move her legs at all. “You… You…” Her body slumped as she closed her eyes. Was this really it? Did she just lose by getting her pussy pummeled by some lowly drone traitor?! Was she, the mighty Queen Chrysalis, really going to lose to a bunch of ponies!?

Her eyes popped back open. No! This was not the end!

Using what little strength was left in her body, Chrysalis stood on wobbly legs and glared daggers at the two who had so thoroughly foiled her plans. “You foals… I will return, and when I do…” She stood a little straighter and did her best evil-sounding laugh, though it came out sounding a bit croaked as thick globs of cum dripped from her pussy. “I will end you!” With that, the Queen of the Changelings spread her wings and launched herself into the air, escaping through one of the many holes in the wall that, as soon as her tail disappeared into its dark depths, closed behind her for good.

Thorax looked up at where Chrysalis had escaped for a few moments and then turned towards Starlight, a frown on his lips. “I… I thought we were going to be friends!”

Starlight sighed and looked up at her still-cocooned friends. Telling them about how they let the Changeling who was probably the biggest villain in all of Equestria get away was one thing, but telling them about what happened just before she could escape would be even harder! Plus, as she looked around at the horde of Changelings around them, a hoofful of which had transformed to look like smaller versions of Thorax - the ones she had helped teach on how to give love as Thorax gave his to Chrysalis - she still had a long day of work ahead of her. And while she could stand to help a few more Changelings reach their full potential, a thought that made her marehood flutter as still-warm drone cum dripped down the inside of her thigh, there was no way she could help an entire hive!

“Hmm…” She sat back and rubbed at her chin in thought, eyes eventually rising towards the conglomerate of ponies hanging high above them on the ceiling. Her gaze bounced from pony to pony, mind going a mile a minute as she looked at all the mares - plus Shining and Discord - just waiting to be freed.

A lightbulb lit in her head. Maybe she didn’t need to be the only one to help the Changelings transform!

She turned towards a group of Changelings behind her, an ear-to-ear grin splitting her face in two. “Hey! You!” The drones turned towards her, uncertainty plainly written on their faces. “Do you guys want to give somepony your love?”

The drones looked at each other for a moment and then nodded their heads.

Starlight returned the nod. “Good.” Turning, she pointed up at her friends suspended from the ceiling and chuckled. “Then get those ponies down from there. I’m sure they’re just dying for some lovin’ after being cooped up in those cocoons for so long!”

With a series of affirmative nods the Changelings did as they had been asked, launching into the air with mighty beats of their insectile wings and flying up towards the cocoons to help free their former pony captives. So, with those two problems settled, Starlight turned towards Thorax and set her sights on relieving a third.

Thorax took a step back as Starlight hungrily advanced towards him, the hunger in her eyes scaring him as she lewdly licked her lips. “S-Starlight? What are you doing?”

Starlight smiled, evilly. “Oh, don’t worry, Thorax…” She crouched down, ready to pounce on Thorax as he backed himself into a corner. “I just want a little love!”

With that, Starlight launched herself towards her prey, the Changeling’s frightened gasp the last thing Chrysalis heard as she flew away from her hive, mumbling underneath her breath as she rubbed the small bulge in her stomach, smiling as she felt Thorax's seed splashing around inside her womb.

"I'll show them... I'll make a new Hive, one that's larger and stronger than any that came before it!" She grinned, her white teeth glistening in the sun as cum dripped down her chin and thighs. "And then Equestria shall finally be mine!"

Had anypony been outside, they would have heard the maniacal laughter of one Queen Chrysalis all the way to the outskirts of her former hive...

Author's Notes:

Bet ya can't tell when I started running out of time

As I figured, work doomed this from being the fully fleshed-out clopshot like I wanted it to be (and writing OVER 9000!!! words over two days can be really freakin' tiring!) Plus, I couldn't think of a good ending to finish it with (which is why we got the... meh ending we got). Ah well, guess that's the name of the game! Hoped you guys/gals enjoyed it anyways! See you soon for one last, clopshot hoorah later this week!