A man groaned, his head pounding unbearably as he slowly woke up.”Where the hell am I? He groaned to no one in particular. He tried to alleviate his throbbing head by massaging his temples, only for his arms to remain stubbornly stayed at his sides. “Wh-why can’t I move?” he growled, struggling against...something.

“Oh good you're awake.” an oddly distorted voice cooed. It’s owner walked into view, a feminine looking insect creature. “Comfy I hope?”

“You, what do you want with me?!” He demanded, continuing his struggling.

“Now, now,” she cooed, her jagged horn lighting up, causing a wave of calm to pass over the man, “There, that's better.”

“How’d you do that?” he asked, fighting off a dopey grin. “I suddenly don't want to strangle you.”

“Just a little pinch of love, works wonders in dealing with unruly captives.”

“Love huh,” he nodded, not quite sure he understood. “Is that why you're starting to look really good? That voice of yours is pretty sexy.”

“Flattery will get you everywhere.” she chuckled, running her hand over his prison. “You know, I’ve been watching you for a long time...”

“You have, why’d you want to watch someone like me?” he asked, staring deep into her emerald eyes. “I’m a nobody really.”

“You just so happened to catch my eye.” she shrugged. “But, I do know all the important details of your life.

“Well, I must’ve done something right to catch the eye of a… lady like you,” he said, the magic she had used on him making him forget about his prison.

“Truth be told, I felt a little sorry for you. Especially since your family all but abandoned you.”

“I… I don't wanna talk about that,” he whispered, tears forming in the corner of his eyes.

“That's why I’m offering you a chance to join my family, I promise we’ll never leave you.”

“And… what do I have to do to become part of your family?” he questioned, staring into her slitted eyes intently.

“You would have to abandon your humanity but don’t be too concerned, being a changeling is much better...” she promised, looking back into his eyes.

“Heh, I guess humanity already abandoned me, so that's not a bad deal at all.” He chuckled, trying to shake his head. “Do it, make me a changeling.”

“Marvelous!” She smiled, walking out a sight. She came back, holding a jar of strange purple goo.

“That’s the stuff that’ll make me a changeling?” he asked, watching the goo slosh around in the jar slightly. “So what do I do with that? Rub it on myself or something?”

“Oh no, the drones will pump your cocoon with the mixture, you’re going to eat this.” she tore the cocoon a little, just enough to expose his mouth.

“...See, I was afraid you’d say that,” he sighed. “Oh well, nothing ventured nothing gained.” He opened his mouth wide, nodding for her to continue.

“I’m glad you're so eager.” she smiled, starting to feed it to him. He wanted to gag as the foul tasting goo hit his tongue, but something compelled him to stay still and swallow it all. His body tried to shudder as he felt the unidentified substance slowly slide down his throat and into his stomach. When he swallowed the last drop, he groaned slightly.

“Okay, that tasted awful,” he commented, sticking his tongue out.

“Yeah, royal jelly isn’t all that tasty.” she spit in her hand, using it to seal his cocoon.

“Royal jelly?” he repeated. “Isn’t that the stuff bees feed larvae to make a new… queen...Oh…” he blinked, unsure of his current situation.

“You just relax, things are going to get rather tingly.” She signaled to her drones, who pumped green goo into the cocoon.

“Can you please tell me what eating that royal jelly means for me?” he asked, the cocoon slowly but surely filling. “I’d at least like some answers here.”

“You're going to be a queen like me. Doesn’t that sound nice?”

“...Does that mean I’m gonna lose my dick?” he asked with a gulp. “Growing tits I can live with… but the little guy and I have been through a lot together.”

“We’ll just have to wait and see.” she gave him a small dose of love to calm him down.

“Damn, I could get addicted to this stuff if you keep doing that,” he said with a dopey grin as the green goo rose up to his neck.

“Now it’ll feel like you're drowning but I swear you’ll be okay. Just take nice deep breaths alright?”

“...Okay,” he nodded, taking a deep breath. “Gotta say, was not expecting to be waterboarded by a sexy bug lady today.” his eyes darted down, the goo nearly reaching his mouth. “M-maybe you should talk me through this?” he suggested, biting back a whimper. “Just… keep saying things that I can focus on while this is happening,” he said as the goo brushed against his lips.

“Sh... everything will be fine.” she placed her hand on the cocoon. “It’ll take a few moments for you to fall asleep but when you wake up, everything will be so much better.” He stared deep into her eyes again, he nodded and his body tried to thrash as his lungs felt like they were on fire. He kept his gaze locked onto her, feeling oddly secure and comforted by her presence. He didn’t know how long the torturous feeling in his lungs lasted before inky blackness overtook his vision.

The first thing that came to him as he open his eyes was a soft comforting hum. Every now and then it would rise up into a whispering voice before falling back into the hum. His prison felt cramped and he struggled to free himself.

“Mystery lady?!” he called out, trying to get his body to move. “Where are you? Did everything work right?” It only took him a second to realize that his voice had the same strange distortion that her’s had. “Whoa… this’ll take some getting used to. But it is kinda cool.”

“Hello again~” the woman smiled, walking into view, a smile on her face. “Cramped I take it?”

“Yeah,” he replied. “So… how do I look? Am I a proper changeling queen?”

“Yes and no. You are a queen just... immature.” She got his cocoon down, nicking the side with her horn. “There, lets see you get out now.” He pushed and struggled a bit more, his body finally being able to move. It took some doing, but he freed himself from his temporary prison, his body wobbling on his unsteady legs.

“Whoa, need to get my land legs back.”

“Here.” She took his arm, steadying him. “Shall we get you a view of the new you?”

“I’d like that,” he smiled at her. “Hopefully I’m even half as good looking as you… and I still have my dick.” She chuckled, gently leading him in front of a mirror.

”Well?” she asked, standing behind him, her hands on his hips.

“Whoa,” he… or rather she stared back into her reflection, ruby eyes with slits similar to the other queen’s staring back at him. Her hair had grown quite a bit and had become a blood red in color. She had an hourglass figure that most women would kill for to get and her body was covered in the same black chitin as the other queen’s. She could see what the other queen meant about immature though, her wings and horn seemed to be underdeveloped. The only use the appendages seemed to have for the moment was to look cute.

“I look… amazing,” she commented, blushing a bit at what she was seeing.

“Of course you do.” The taller woman smiled, running her hand through her hair. “Looks like your little friend survived the transition as well.”

“Good, I was rather attached,” she joked, a distorted giggle escaping her lips.

“Just make sure not to poke anyone's eye out with it ya?”

“Don’t worry, I won’t,” she assured, looking up at the other queen. “So… um, do you have a name? Or should I just call you Queen or something?”

The taller queen giggled. “Oh no, my name is Queen Chrysalis.” she wrapped her arms around her waist. “And you? You shall be known as Pupa.”

“I like it,” Pupa beamed, leaning into Chrysalis’s hold. “Really makes me feel like I’m starting something new with my life.” She wrapped her own arms around Chrysalis, humming in contentment.

“Do you hear that humming?” Chrysalis asked, petting Pupa’s head. “That comforting noise at the back of your mind?”

“I do, it’s so… calming. It’s like someone’s calling out to me, wanting to see me. Sometimes it comes in like a whisper.”

“That’s the hive. We are all connected. Queen’s like us hear the thoughts of our drones like music. To others it is nothing but noise but to us... it’s a grand symphony.”

“I’ve never felt anything like this before,” Pupa said, her eyes widening. “Each drone is unique. I always thought of a hivemind as a thing where individuality is lost. But… that isn’t the case here.”

“Oh no you silly thing. Each ling is unique, together we are a choir, singing in harmony.”

“Thank you for making me a part of this,” Pupa said, giving Chrysalis a squeeze. “This is better than I thought it could ever be.”

“You're most certainly welcome.” Chrysalis smiled, lifting her chin up. “Though I will admit, my actions haven’t been entirely selfless.”

“Oh, and what could you possibly want from me?” Pupa asked, batting her eyes and feigning ignorance.

“You see, a plot of mine recently failed and the hive needs to replenish its numbers. That's where you come in.”

“And what role will I play in helping get the numbers back up?” Pupa asked, genuinely curious. “I do have both sets of parts. And… I do owe you for what you’ve done for me.”

“You're not ready to lay your own eggs yet...” Chrysalis reached down, stroking along Pupa’s long, scorpion like tail, a feature she lacked.

“Mmm, why does you stroking my tail feel so good?” Pupa asked, her tail pressing into Chrysalis’s hand.

“Your friend isn’t so little now is he?” Chrysalis asked, unable to stop a grin from forming on her face.

“I think I get what you’re saying,” Pupa grinned, her confidence growing as her hands stroked along Chrysalis’s body. “Does my queen want me to use this tail on her and breed her. To fill her with seed until our hive is filled to the brim with new drones?”

“That's the idea~” Chrysalis chuckled before leaning down, nibbling on Pupa’s ear. “And then I’m going to pump you full of eggs.”

“Anything for you my queen,” Pupa purred, still rubbing Chrysalis’s body.

“We’re going to make the mightiest swarm in history. The skies of Equestria will blacken when we make our strike!” Chrysalis grinned, a dark glint in her eyes.

“Are the people of Equestria the ones who hurt the hive?” Pupa asked a frown on her face. “Did they snuff out the songs of the drones?”

“Yes they did. They hoard all the love to themselves. I tried taking it but they cast us out, back to this miserable desert!”

“Then what are we waiting for?” Pupa whispered, wiggling her tail in front of Chrysalis. “We need to get started so we can make that swarm you were talking about.”

“So eager... I like that...” Chrysalis smirked, leading Pupa through the hive, and into the royal chambers.

“Will we be sharing this room and bed together from now on?” Pupa asked, taking a seat on the surprisingly comfy mattress, her tail curling on her lap.

“Yes we will...” Chrysalis smiled, crawling into the bed, straddling the smaller female.

“I think I could get used to that,” Pupa said, her hands gripping onto Chrysalis’s hips. “Though, I don’t know how much actual sleeping we’ll be doing in here,” she added with a giggle.

“Not too much I hope,” Chrysalis laughed, grabbing her breasts squeezing them.

“Mmm, I wasn’t expecting an exoskeleton to be able to squish like that,” Pupa moaned, thrusting her chest into the other queen’s hands. “That feels so good~”

“I know it does.” Chrysalis chuckled, licking her new mate. “And once you're mature, it’ll feel even better...”

“How long do I have to wait for that?” Pupa asked eagerly. She snaked her hands around Chrysalis, roughly squeezing the mature queen's ass.

“Not too long. We’ll just have to gorge you on love.” Chrysalis purred in delight, sliding her hand down Pupa’s side, brushing it against her lower lips.

“Ooh,” Pupa groaned, her hips and tail twitching. “Oh… wow, that feels really different than what I’m used to.” Chrysalis licked her neck, giving her clit a pinch. “Ahhn!” the smaller queen moaned, bucking her hips a bit. “M-my queen is so good at this. Perhaps I should return the favor?” Pupa leaned up, wrapping her lips around Chrysalis’s nipple, occasionally grazing the nub with her new fangs.

“Oh...” Chrysalis moaned, giving her clit a twist. “We are going to get along swimmingly.”

“Mmmph!” Pupa moaned, keeping up her ministrations on Chrysalis. “I am glad to hear that, my queen. I… want to do everything I can for the hive and for you.”

“Then let's start our breeding session shall we?” Chrysalis asked, kissing her deeply. Pupa moaned into Chrysalis’s mouth, her tail moving on its own accord and thumped against the larger queen. Chrysalis just chuckled, reaching down to guide it to its destination.

“My queen, are you sure I'll fit inside you?” Pupa asked, looking between her tail and Chrysalis’s green hued lower lips.

“Yes I’m sure.” Chrysalis rolled her eyes.

“Sorry,” Pupa apologized with a blush. “Guess I still have to do a lot of adjusting to being a changeling.”

“Don’t worry about it my dear, I’ll teach you everything you need to know...” Chrysalis smiled, pulling her into another kiss. Pupa relaxed into the kiss. Then, a wicked idea entered her head. She freed her tail from Chrysalis’s grip, dragging it along her folds and flicking the tip along her clit. “Oh...there we go~” she cooed, smiling at her.

“I’m just returning the favor for all the attention you’ve been giving me,” Pupa replied with a smile, flicking the larger queen’s clit again with her tail. “Plus, I want you nice and ready for our first breeding session.”

“Well aren’t you the courteous little ling?” Chrissy chuckled, licking between Pupa’s breasts.

“Mmm, like I said, I’m just returning the favor,” Pupa moaned, quivering under Chrysalis’s attention. “That being said, this isn’t an entirely one sided deal,” she grinned, looking between their legs. “You feel incredible against my new tail. I can’t wait to bury it inside you. To feel how much it’ll stretch you.”

“Then do it...” Chrysalis smiled, nibbling on Pupa’s nipple.

“I could,” Pupa tried to smirk only to shudder and moan. “But I kinda wanna see if I can tease an orgasm out of you.” Punctuating her statement by using her tail to flick the other queen’s clit particularly hard.

“Oh you naughty thing,” Chrysalis moaned, her juices starting to leak on Pupa’s tail.

“As if you wouldn’t be doing the exact same thing in my position,” Pupa shot back, taking Chrysalis’s nipple in her mouth again, swirling her tongue along the areola. Chrissy moaned, a few drops of milk leaking out. Pupa blinked, not expecting the queen to produce milk given her insectoid form.

“You make milk?” Pupa asked, licking her lips in an attempt to gauge the taste.

“Of course I do. How else are the little ones supposed to eat?”

“I just wasn’t expecting it, that’s all,” Pupa answered. “But I’m kinda glad you do. That stuff is pretty tasty.” She dove back in, taking the nub of flesh in her mouth and tugging on it with her fangs while giving it a powerful suck.

“I-it’s spiked with love...”Chrysalis moaned, rolling over so Pupa was on top. Pupa let out her own moan, using her other hand to massage the breast she wasn’t sucking. Her tail still working between Chrysalis’s legs, getting a liberal coating of the other queen’s juices all over it. “T-that's it...right there...” Pupa smirked around the nipple in her mouth, sucking even harder and moving her tail faster. She then popped off Chrysalis, a mouthful of milk. She crawled up the larger queen and gave her a long kiss, feeding the queen her own milk. Chrysalis drank it down, wrapping her arms around Pupa’s waist.

“You looked a little thirsty,” Pupa grinned, reluctantly ending the kiss. “So I thought I’d get a drink for you.”

“How thoughtful of you...” Chrysalis smiled, panting a little.

“It seems you really like somebody nursing from you,” Pupa observed, tugging on one of Chrysalis’s nipples. “Do you want me to keep drinking your milk?”

“If you wish. We need love anyway.” she chuckled, nuzzling her. Pupa nodded, latching onto the queen’s nipple again, lavishing it with affection. Pupa moaned again once the first drop hit her tongue, leaning into Chrysalis. “That's it...” Chrysalis moaned, rubbing Pupa’s head. “Gorge yourself...” Pupa nodded absentmindedly, gulping down a mouthful of the creamy milk. Her tail seemed to take on a mind of its own, its speed increasing further. Chrysalis panted heavily, biting her lip.

“Is my queen close?” Pupa asked, nuzzling between Chrysalis’s breasts.

“Y-yes...” Chrysalis nodded.

“Then scream for me~” Pupa urged, locking eyes with the other queen. “I want to hear your cries echo through the hive.” Chrysalis let herself fall over the edge, throwing her head back, a loud cry escaping her throat. Pupa instinctively lit her horn up, drinking in all the lust. When Chrysalis’s orgasm finally subsided, Pupa crawled up the queen, looking down at her with a predatory smile. “I think I’m ready to breed you now. Unless you just want me to get some more orgasms like that out of you first?”

“I think you’re getting a bit uppity.” Chrysalis snorted, still recovering from her orgasm.

“You certainly don’t seem to mind,” Pupa pointed out. “But if you want me to change my attitude then I will,” she continued, her tail gently pressing against Chrysalis’s opening.

“That's what I want to hear.” Chrysalis gave her another kiss. ‘“Now... let’s make some eggs shall we?”

“Anything for you~” Pupa husked in Chrysalis’s ear, pushing the tip of her tail past the other queen’s lower lips, shuddering at the warm embrace.

“Oh yes!” Chrysalis cried out, arching her back. She moved her hands down, squeezing Pupa’s ass.

“God you’re so tight!” Pupa moaned, slowly pushing her tail deeper and deeper. “It feels like you’re trying to suck me inside you.” Chrysalis just chuckled, giving the smaller queen’s horn stub a lick. “Mmm,” Pupa moaned, squeezing her eyes shut, “two can play at that game.” Pupa leaned forward, taking the tip of Chrysalis’s horn into her mouth and swirling her tongue around it.

“D-don’t cut yourself on the edges...” Chrysalis warned between moans.

“I’ll be careful,” Pupa assured, kissing the tip of the horn. “Though we might have to find something thin to cover your horn the next time we do this.”

“Perhaps...” Chrysalis moved her hands to Pupa’s front, proceeding to tease at her crotch.

“O-okay, I’m really starting to see the advantages of having both sets of parts.” Pupa panted, arching her back. “Having my tail-dick inside you while you touch me there is indescribably good.”

“I’m glad you're enjoying yourself.”Chrysalis grinned, pulling her down, squishing their breasts together.

“How could I not when I get to be doing this with you?” Pupa answered, smiling down at Chrysalis. “You’re the most beautiful lady I’ve ever met.”

“Same to you Pupa...” she smiled, nuzzling her neck.

“Flattery will get you everywhere~” Pupa smirked, taking Chrysalis’s horn in her mouth again, grazing the tip with her teeth lightly.

“Oh...” Chrysalis shuddered, her tongue lolling out of her mouth. Pupa took that as her signal to keep going, sliding her mouth down the mature queen’s horn while her tail continued to push inside her. Chrysalis nearly went limp from the pleasure, eyes rolling up into her head. On her end, Pupa shuddered, her tail finally going as deep as she could. She looked down at Chrysalis, pleased with the reactions she was getting. She kept her tail buried deep in the other queen while she continued down her horn, remembering the warning she had gotten. “Yes! Yes!” Chrysalis shouted moving her hips against Pupa’s tail. Pupa chuckled at Chrysalis’s response, an action that sent pleasant vibrations running down the horn in her mouth. She then started to slowly pull her tail back out, enjoying the feeling of Chrysalis’s inner walls trying to pull her back in.

A small gathering of drones had gather by the door, all drawn in by the ever increasing level of lust spilling out of the room. Pupa sensed a change in the humming coming from the drones, looking over at the door and seeing the drones watching them. She gave them all a wink and continued her journey down Chrysalis’s horn, her lips finally kissing the queen’s forehead.

“Don’t mind them... they’re just hungry...” Chrysalis chuckled, reaching up to grasp Pupa’s breasts. Pupa responded by sucking hard on the base of Chrysalis’s horn, pulling back up and sliding her tongue across its surface as she went. “A-are you sure you haven’t done this before...?” Pupa popped off the horn, catching her breath a bit.

“I haven’t, but I have watched more than my fair share of porn,” Pupa answered. “I’m just trying to mimic what I’ve seen there on your horn.”

“You have excellent memory...” Chrysalis grinned.

“Thank you, do you want me to keep going?” Pupa asked, kissing the tip of the horn. “Or should I do something else for you that’ll put on a wonderful show for your beloved children?”

“Surprise me.” Chrysalis grinned up at her.

“Then I think I’ll just keep working your horn,” Pupa said. “Those cries of yours are just so sexy.” Pupa took the horn in her mouth again, licking it up and down as she looked into Chrysalis’s eyes. As for her tail, only the tip remained inside, wiggling back and forth for a moment.

“Oh you tease....” Chrysalis let out a throaty moan, reaching down and twisting Pupa’s clit. Pupa let out a garbled moan, her tail plunging back into Chrysalis while her tongue battered against the other queen’s horn. Chrysalis slipped her fingers in, wriggling them around. Pupa moaned again, bucking her hips against Chrysalis’s hand. She retaliated by sliding up the mature queen’s horn, swirling her horn around the tip while her hands tugged on both of Chrysalis’s nipples.

The drones all watched, rather transfixed, their horns glowing a sickly green as they fed off the two. Pupa shuddered, enjoying having all the drones watching her. She started to pick up the pace slightly. Thrusting her tail in and out of Chrysalis in a steady rhythm while she bobbed her head on the queen’s horn.

“I-I’m close...” Chrysalis leaned down, moaning into Pupa’s ear.

“Then how about I start to pound into you with my tail?” Pupa asked, panting slightly. “Or does my queen like when I’m gentle with her? I’d hate to be accused of getting uppity again.”

“I like it when you’re uppity...” Chrysalis nuzzled her, chuckling.

“Good, then I’m going to make it so you can’t walk straight for days~” Pupa husked in Chrysalis’s ear, thrusting into her with reckless abandon. Chrysalis moaned, arching her back against Pupa, more or less at her mercy. “Mmm, I can’t wait to bloat you up with my seed. I wonder how far I can get your belly to swell up?” Pupa wondered aloud, chuckling.

“Do it!” One of the drones cheered.

“Looks like our audience agrees with me.” Pupa laughed, planting a kiss on Chrysalis’s lips. “They wanna see you filled to the brim with eggs fertilized by me.”

“Let’s give them what they want then...” Chrysalis returned the kiss, grinning. Pupa moaned, her thrusts becoming erratic as she and Chrysalis kissed. She hilted herself a few more times, pushing in as deep as she could go before her orgasm finally hit her. She moaned loudly into Chrysalis’s mouth, firing the first volley of seed into the other queen’s depths. Chrysalis let out a cry, her walls milking her tail for all she had. The two continued to kiss as they rode out their respective orgasms, Chrysalis’s stomach swelling slightly between them. “That was amazing...” Chrysalis smiled tiredly.

“I’m starting to think that becoming a changeling queen was the best decision I’ll ever make in my life,” Pupa mused, nuzzling against Chrysalis’s cheek tiredly.

“It’ll be a few days before I can move the eggs to you...” Chrysalis yawned, snuggling with her.

“I can wait,” Pupa replied with a yawn of her own. “That’ll give us some free time though, whaddya think we should do until I can carry the eggs?”

“Take a nap...” Chrysalis chuckled, closing her eyes.

“I think I can handle just cuddling my queen for a few days,” Pupa commented, closing her own eyes and settling into the crook of Chrysalis’s neck. Chrysalis drifted off to sleep, a smile on her face. Pupa was about to do the same when she felt a gentle tap on her back. “Huh, what do you want?” she asked gently, turning to face the drones.

“Please don’t let her fight...” one of them, merely a child spoke.

“You mean against the Equestrians?” Pupa asked, the hivemind making it easy to figure out what the drone meant.

“Mother wants to hurt them, steal thier love...” they nodded.

“...Maybe we should continue this conversation out of the room,” Pupa suggested, gently pulling herself out of bed. “I don’t think we want your mother to wake up in the middle of this talk.” The drone nodded, leading her out of the room. They brought her to a small room, sitting down. “So… why don’t you want your mother to fight the Equestrians? Didn’t they kill your siblings?”

“Mother attacked them first,” the drone shook their head, “We begged her to ask them for help, to see if they would share their love but she wouldn’t listen, she just wanted to take it all, to make meals instead of friends.”

“...And you think I could change her mind?” Pupa asked, sounding unsure. “That I can have her go to the Equestrians and ask for the help we need?”

“Please, she won’t listen to us,” the drone begged her.

“I’ll see what I can do,” Pupa replied. “Just give me a few days. Maybe she’ll be more agreeable after putting the fertilized eggs inside me,” she continued, rubbing her stomach and smiling weakly at the drones. They all got up, giving her a thankful hug before leaving to resume their duties. “Okay… gonna have to think of ways to persuade her. Yeah… that’ll be easier said than done. But, I don’t want to let my new drones down.” Pupa sighed, making her way back to the royal chambers. She crawled into the bed, sliding up beside Chrysalis. She thought over things she could possibly say to the other queen as she slowly drifted off to sleep.