Twilight ran like the wind, her hooves making a racket as she galloped down the corridor, her panting hot breath misting before her; she was just that excited. She knew this castle by heart, which should have been an advantage against the predator stalking her, but considering the trail she was leaving there was no way she would escape: her juices leaked down her legs in a constant flow of arousal, dripping all over the crystal floor. Maybe her pursuer could slip on a puddle and give her a little more time…

Just on cue she heard the telltale sounds of furious pursuit behind her, the strong hoof-steps coming closer and closer. Twilight squealed and tried to go faster, ignoring the little voice in her mind begging for her to stop, raise her rump, and completely submit. She shook her head, and she flicked her tail in a sign of defiance; the soaked hairs sent droplets all over the wall, but she couldn’t very well stop to clean it up.

Almost there…

She scrambled up the last flight of stairs, just a corridor away from her room, but before she could start running again she heard a distinct buzzing sound. She was promptly taken down, a snarling shadow leaping on top of her. She made a show of resisting, her hooves batting at the dark shape looming over her, but her leaking excitement only intensified. The monster overhead inhaled deeply, savoring her heady scent, a shuddering sigh leaving her fanged maw.

“Delicious.” Chrysalis breathed hotly, her tongue lolling out. She looked down at the struggling pony, her eyes glowing in mirth. “Caught you, my little alicorn.” She stepped over her prey, putting a hoof to Twilight’s chest to keep her pinned down. “What should I do with you…”

Twilight felt something hot dripping on her belly, and she glanced under the changeling. One look was enough to give her a good idea of what Chrysalis really wanted to do with her: the changeling’s stallionhood bobbed between them, throbbing with desire, the flared tip leaking a constant stream of sticky precum on her stomach. The syrupy liquid seeped into her fur, making a mess of her carefully groomed coat, and she loved it. Twilight whimpered, both eager and nervous at the sight of the imposing length, her lower belly burning with need.

Chrysalis’ cock suddenly flexed, and a strong burst of precum spurted from her tip, hitting Twilight square on the muzzle. Twilight squealed, her nostrils flaring, her mind swirling with the musky stallion scent, her tongue darting out to collect a generous sample from her lips. The virile taste exploded on her tongue, Twilight’s senses overwhelmed, her back arching as she moaned with desire. Chrysalis watched her writhe with a satisfied smile, her cock somehow growing again. The changeling growled in hunger, and suddenly she struck, her fanged maw descending on Twilight.

The alicorn squeaked in surprise as Chrysalis unexpectedly kissed her, and she soon melted into the heated embrace, their lips locking together. Twilight opened her mouth, her tongue brushing against the changeling’s lips, expecting Chrysalis to deepen the kiss, but she only received a growl in return. Chrysalis kissed her with urgent passion, her lips pressing against Twilight’s lovingly, a far cry from her previous nightmarish kisses. Twilight responded in kind, little whimpers leaving her throat as she kissed back, followed by a loud gasp as Chrysalis tugged at her lower lip sensually.

After making sure Twilight knew who was in charge, Chrysalis stood up, panting with desire, leaving a stunned Twilight to squirm under her. The changeling took the time to enjoy the view, watching the mighty alicorn whimper for more, Twilight’s drunken expression truly beautiful to behold. Chrysalis then stepped back, smirking at her mate.

“I’ll give you another chance.” Chrysalis purred, showing off her fangs. “Run.”

Lost in a sea of lustful thoughts, Twilight could only obey; she stood on wobbly hooves, her arousal dripping from her soaked tail, and she started to stagger away from the chuckling changeling.

“Ten seconds left my sweet,” Chrysalis warned, crouching down, “if you don’t give me a good chase, I’ll have to punish you…”

Twilight tried to take off in a gallop, only to stumble on the next step, sprawling on the crystal floor. A growl from behind made her heart race, and she quickly got back to her hooves, running away as fast as she could.

She didn’t get far.

She grunted as she was brought down again, Chrysalis putting an imperious hoof on the small of her back, between her wings, keeping her pinned belly-down. The changeling growled, leaning down to press her muzzle into Twilight’s mane; she sniffed, and swiftly took the alicorn’s horn between her lips.

Chrysalis purred proudly as Twilight moaned under her, the alicorn’s horn fizzling uselessly in her mouth. She sucked on it like a lollipop, her prehensile tongue wrapping tightly around it, sending jolts of pleasure directly into Twilight’s brain. The alicorn’s eyes rolled back, a string of drool hanging from her muzzle, and she arched her back to press her horn into the suckling changeling lips, giving little throaty moans with each sucking motion.

While Twilight was losing her mind, Chrysalis’ cock was spurting precum all over her back. Her mane and wings were soon thoroughly soaked, but the changeling was not satisfied. Chrysalis hunched over her mate, her legs folding so she could use her bulk to pin Twilight’s squirming body, and she groaned in pleasure as her cock was pressed between them. Twilight’s eyes widened as she felt the enormous length throbbing against her back, her heart skipping a beat now that she could feel just how big it was. Maybe Rainbow wasn’t exaggerating after all… She quickly lost her train of thought as Chrysalis started to grind her meat against her, the changeling still sucking on her horn urgently.

Chrysalis grunted as she ground her cock between Twilight’s wings, her flare rubbing against the soft pony coat, something thicker than her normal precum flowing from her tip. She studiously rubbed her changeling secretion on Twilight’s back, making sure the alicorn carried her scent, a warning to any stallion that came too close: Twilight was hers. Once she was sure her pheromones had durably seeped into Twilight’s coat she chuckled in satisfaction… and stood up, letting the alicorn’s horn slide between her lips, giving it one last sensual suckle.

Chrysalis ignored Twilight’s breathless protests, the horny mare begging for more, and she levitated the wobbly alicorn to her hooves, leaving her swaying on her hooves like a newborn deer. Chrysalis’ magic took hold of Twilight’s head, and the changeling made sure the panting princess was looking straight at her eyes as she growled hungrily.

“Run. Next time I catch you, I’ll eat you whole.” She snapped her jaws over Twilight’s flanks, spurring the alicorn into action.

Twilight ran as fast as her shaking legs could carry her, the burning in her lower belly fiercer than ever. She felt something building deep inside, like a dam about to burst, and she hurried her frantic galloping. She was so close, both metaphorically and physically, just another bend and she would be at her room, where she could finally surrender herself completely. She skidded unsteadily around the corner, her eyes riveted on her bedroom door, just a few paces away… and she felt a hot breath wash over her dripping nethers.

“Times up.”

Twilight tensed, and her eyes went wide as Chrysalis’ tentacle tongue pressed against her burning folds, the changeling placing a looooong and sensuous lick over the length of her pussy. The fat tendril slowly slid over her virgin flesh, the enormous length getting coated in her arousal. Twilight’s mouth fell open, the tension in her lower belly intensified, a ball of pleasure growing as the long tongue slithered endlessly over her winking folds, brushing its whole length against her clit.

She was trembling by the time the tentacle was approaching its slender tip, her wings spread rigidly at her sides. Her breath came in ragged pants. She felt like a spring wound-up to its limits. She braced herself… and Chrysalis’ tongue reached its end, the changeling giving a playful flick to her engorged clit, delivering the final blow.

“Oh…” Twilight said breathlessly, and she stumbled over the edge.

Blinding pleasure wracked Twilight’s body, the ball of pleasure in her lower belly exploding into a firework of ecstasy, locking her limbs into place. She shivered in orgasmic bliss, her eyelids fluttering madly as she squirted all over the floor, her tongue lolling out; she could hardly breathe. The jolts of pleasure raced up her spine, turning her legs into jelly, almost making her collapse into a heap. She barely managed to stay standing, her orgasm slowly subsiding… but Chrysalis had other ideas.

Twilight gave a startled moan as the tentacle slid over her quivering pussy once more, the lick urgent and fast this time, the tendril pressing deeper into her folds, almost sinking in. She whimpered, the tentacle tip fast approaching, her clit completely exposed… and Chrysalis gave it another flick, more forcefully this time. Twilight could only collapse as she was overtaken by an even stronger orgasm, her mouth open in a silent scream of absolute bliss.

She didn’t know how long she was squirming on the ground, her mind completely overtaken by pleasure, but it felt like a blissful eternity. Chrysalis’ tongue mercilessly slathered her squirting pussy, teasing her clit, threatening to slip inside, the changeling watching with almost cruel amusement as her wife writhed on the ground in euphoric agony. Twilight got no respite, her body pushed to orgasm again and again, until she felt like she was losing her mind; and still Chrysalis kept at it, her tentacle eventually coiling around Twilight’s clit.

It was too much. With a final breathless rattle, Twilight slumped on the floor, her legs twitching uselessly. Chrysalis gave an evil victorious cackle, her tongue slithering inside Twilight’s gushing cunt for the first time… but it paused when it had barely sunk past the slender tip. Chrysalis frowned, her tongue prodding carefully at Twilight’s velvety walls, and she groaned in frustration. The tentacle snaked out of Twilight’s oozing tunnel, giving one last playful flick before it disappeared down Chrysalis’ gullet.

Twilight was barely conscious, her body wracked with orgasmic spasms. Little throaty whimpers left her smiling lips with each aftershock. She could not resist as Chrysalis’ fanged maw descended on her neck, and she gave a halfhearted moan of protest when the changeling hoisted her by the nape once more, her legs tucking against her twitching belly like a helpless kitten. Chrysalis effortlessly carried her off, like a predator hauling its prey to its lair, where it could devour her at its leisure.

Oh Celestia… why is this making me so excited… Twilight could feel her arousal dripping down her limp tail, leaving a new trail as Chrysalis carried her through her bedroom door. Their bedroom door.

Chrysalis kicked the door closed behind her, before she trotted to their bed, where she carefully lowered Twilight. The alicorn gave a little mewl of thanks, making Chrysalis smile as she crawled next to her twitching wife. She laid next to her, watching in satisfaction as Twilight slowly recovered, her cock softening but remaining unsheathed. Chrysalis placed a gentle hoof over her wife’s chest, and she remained there listening to her panting gasps, until Twilight’s eyes started to come into focus.

“Ah, finally.” Chrysalis said teasingly. “I was thinking I would have to start the lesson without you.”

“L-lesson?” Twilight stuttered, still a little breathless. “What lesso- Mmmh!”

Chrysalis kissed her wife full on the lips, then she leaned back with a loud smack. “You know,” she whispered hotly into Twilight’s ear, “when I was teasing you about being a virgin, I never imagined you would be so completely unspoiled.” She traced a hoof over Twilight’s lower belly, making her shiver. “For a mare of your age to have an intact maidenhead... How quaint.” Twilight wanted to crawl into a hole and hide forever. “I’m surprised, since I did find a dildo under your bed, the earth pony farmer model, size large I believe? The red coloration is a nice choice.” She winked playfully.

“N-no, that’s not-”

“Is it not to your tastes? Maybe green is more your color.” Chrysalis purred. With a flick of her horn she draped her limp cock over Twilight’s thighs, making her blush terribly. “Or… maybe you prefer to use… another entrance?” Her tail swished against Twilight’s rump, sinking between her ass-cheeks. “How surprisingly naughty…”

“I never used it at all!” Twilight squealed, squirming from Chrysalis’ teasing grasp. She jumped out of the bed, standing on her wobbling legs. “It was a birthday present, as a prank!”

“So why was it outside of its box?” Chrysalis grinned, reveling on Twilight’s embarrassment. She laid on her belly and tucked her legs under her, completing her feline appearance.

“I thought it was a baseball bat at first.”

“Liar.”

“I-I took it out to be polite-“

“Liar.”

“The box took too much space-“

“Liiiiar.”

“Ok fine: I was curious about how it looked up close…”

“Aaaaand?”

“… and I may have used it as a hug pillow once or twice.”

Chrysalis chuckled, her wings buzzing as she stared at her flustered wife. “My, you are such a delicious gift, Twilight Sparkle… I think you may be worth abandoning my villainous ways just to share a lifetime with you.”

Twilight perked up, a hopeful smile on her blushing muzzle. “Really?”

“No.” Chrysalis cackled as Twilight slumped down, looking at the ground in dejection. Then, something that looked like a genuine smile appeared on Chrysalis’ muzzle, her eyes softening. Her voice lowered, and she said in a whisper, barely loud enough for Twilight to wonder if she had misheard, “But I can see myself truly loving you, someday…”

Twilight’s head snapped up, but Chrysalis’ usual smirk was already in place. The changeling slowly rose from the bed, her hips rolling sensually as she strutted over to her wife, her limp stallionhood swinging between her hind-legs. Twilight gulped, quickly forgetting about what she might or might not have just heard, her gaze flicking from Chrysalis’ shapely hips, to her huge green cock.

“Like what you see?” Chrysalis purred, pressing her muzzle into Twilight’s mane, sniffing deeply. “Hmmm, I don’t think I can wait anymore…” Her length started to pulse, each throb leaving it a little stiffer, a little bigger. “I’m going to take your first, Twilight Sparkle…” She bit down on Twilight’s nape possessively, making sure the alicorn wouldn’t move, and she growled in approval as Twilight flicked her tail up, inviting her in. She put her hoof on Twilight’s back, and started to mount her, already at full mast.

Twilight whimpered in anticipation, her legs spreading instinctually, bracing herself to support her stallion’s weight… but she couldn’t stop a thrill of fear from making her shiver as the huge member brushed against her flank; she was still intimidated by its sheer size and strange coloration. She heard Chrysalis grunt, and the changeling stopped her advance, her length sagging, going limp. Twilight felt her cheeks burn as her wife dismounted, taking a few steps back, a very disgruntled look on her muzzle.

“Still?” Chrysalis made a face, as if she had bitten into a lemon. “You disappoint me, Sparkle.”

“I-I’m sorry!” Twilight took a step closer, her heart racing with the familiar dread of failing a test. “I can’t help it!”

Chrysalis kept her distance, a grimace on her muzzle. “Yes, I can see that now, you really can’t stop feeling scared. Humph, maybe I really should go find that unicorn, she seems like a fun lay; Rarity you called her?” She turned to the balcony door and stalked off, her ragged wings spreading. “Or that rainbow pegasus… Though the blonde seemed like good breeding stock… The pink one had some good curves… So many choices!”

Twilight panicked, watching Chrysalis walk away without a second glance. She had to do something, or she could lose the changeling’s fleeting affections. She looked around the room, searching for something to help her calm her nerves… and her gaze fell upon her desk, where a collection for blank scrolls and ink-filled quills awaited her command. Her eyes widened, a crazy idea forming in her mind, and she quickly snatched a set from her table, the quill scratching on the paper as she dictated.

“Dear Princess Celestia,”

Chrysalis paused in the middle of opening the balcony doors, her ears twitching.

“I write you this letter to give you my findings on changeling anatomy, more specifically the changeling queen reproductive organs.”

Chrysalis turned, looking at her wife with a curious tilt of her head. She sniffed at the air, and an amused smile blossomed on her twisted muzzle. She flicked her tail and slowly trotted back, her horn flashing to close the balcony door behind her, her eyes focused on Twilight’s confident expression.

“This study will focus on the male side of the queen’s hermaphrodite equipment, the female genitals will be part of future observations.”

If there was one thing that made Twilight feel at ease, it was writing a letter to Princess Celestia. Of course, she wouldn’t send this particular letter, but she was confident analyzing the strange changeling stallionhood through the scientific process would make her less intimidated by it. Ponies fear what they don’t understand, she reasoned, and she was the type of pony that poked at the unknown with a short stick and a notepad. She started to circle the smirking changeling, her enchanted quill happily noting down her every word.

“The changeling phallus is lime colored, similar to the dorsal segment of the queen’s carapace. It has a sizable length, easily on the highest percentile of stallion measurements. Its shape is similar to a pony’s, with a long shaft and a flared head, but it lacks a medial ring, since the changeling has no external sheath. The surface is smooth, with no visible veins, and on closer inspection it seems the skin is semi-transparent.” Twilight paused, gulping heavily. “The underside is… hmm… it… *cough*, the underside bulges outwards, most probably because it houses a large urethra, which implies large quantities of… emission.”

“This is the strangest foreplay I’ve ever seen.” Chrysalis purred, biting her lips. “I like it…”

“The changeling queen seems to respond well to my observation, she’s becoming noticeably more aroused. It’s interesting to note that thanks to the transparent nature of the penile surface, it’s possible to observe the changeling’s pre-ejaculate flowing through the urethra, once you are close enough.” Twilight’s breath was becoming short, her hot panting washing over the hardening length, helping it grow. “You can follow the flow of lubricant all the way to the base, where the phallus emerges from an orifice that closely resembles a cloaca-“

“Don’t call it a cloaca, that’s disgusti-“

“-closely resembles a cloaca.” Twilight insisted, raising her voice to talk over the affronted changeling. “The presence of both anal and vaginal orifices on the changeling’s backside implies this orifice to be purely sexual in nature, so the term cloaca will be adopted until a more accurate name can be determined. There are no visible external gonads, so the sperm production must be internal. So far, the changeling male genitalia is startlingly similar to an insect’s, like a cockroach or a grasshopper-“

“Now that’s just rude.”

“-which is to be expected considering the changeling’s overall morphology.” Twilight stifled a giggle; it felt good to be on this side of the teasing, for once. She then leaned under the grumbling changeling, careful not to jab Chrysalis with her horn, bringing her lips closer to her twitching cock-head. “The changeling flare has now swollen to an impressive degree, though I suspect it will expand a lot more when it reaches its climax, like other equine penises.”

She inhaled deeply, her eyes fluttering, a strand of drool leaking from her open mouth.

“Oh wow… no don’t write that… Hrm, the changeling’s arousal has a very… powerful scent. While I don’t have any first hoof experience with a pony stallion’s production, the smell is similar to what is described in literature on the subject.“

“You mean the literature I found under your bed?”

“I am starting to feel a little woozy, which implies the presence of very powerful pheromones.” She took a deep shuddering breath, her face flushed and hot. “Hnnn… Oh Celestia… No don’t write… oh forget it. For the sake of scientific rigor, I will now attempt simple oral stimulation of the changeling’s phallus… The changeling queen doesn’t seem opposed to the idea, if her loud purring is of any indication. Let’s begin.”

Eyes closed, Twilight slowly leaned forward, her breath ragged from anticipation. She jerked back with a squeak as the throbbing length bumped on her nose, but she quickly came back for a second try, her tongue sticking out. She whimpered helplessly as she had her first taste of stallion meat, her tongue quivering as she licked the smooth flare clumsily; Chrysalis didn’t seem to mind her lack of expertise. She shivered as her tongue was coated with the changeling’s precum, her tail flagging high.

“Mmmh…” Twilight collected a second helping, swallowing thickly. “The changeling pre-ejaculate is sappy in texture, it has a strong musky flavor, perhaps a sign of the subject’s… virility.” Twilight shivered, her tail flicking madly. “And it seems to have some aphrodisiac properties: my own lubrication has increased exponentially, no doubt due to the aforementioned pheromo- AH!”

Twilight cried out loud, her eyes crossing; she almost dropped her parchment and quill, but years of practice helped her continue her dictation spell, even if the quill’s writing became slanted.

“Aaah… Oh by the moon…” Twilight bit her lips, suppressing a loud moan. “T-the subject’s tongue is currently stimulating my v-vulva, perhaps attracted to the scent of a receptive mate. Hnnng, I am still sensitive after having peaked several times in a row, my clitoris is completely exposed… Ooooh, a fact the changeling queen is all too happy to exploit. She seems to avoid putting her tongue inside me, now that she knows I still have my hymen, perhaps showing she is more worried about her mate’s well-being than she lets on- MMMFT”

“Now, now, “Chrysalis purred, her hips giving another forceful thrust, sinking her cock deeper into Twilight’s tight little mouth. “let’s not make any hasty conclusions.” She then plunged back under Twilight’s thrashing tail, slurping on her flowing nectar.

Mouth full of throbbing changeling meat, Twilight sputtered and gurgled, not knowing the first thing when it came to giving head. Her quill kept writing frantically, noting down her heated thoughts.

So… big… I can feel her heartbeat against my tongue! Twilight thought wildly, her jaw stretched wide to accommodate Chrysalis’ girth. So warm… So… So tasty!

Her tongue ran clumsily all over Chrysalis’ flare, licking its hardened ridges, lapping at its smooth glans, and she was unprepared when it suddenly expanded, spurting a heavy burst of precum straight down her throat. She choked around her mouthful, desperately trying to swallow, a gooey mixture of saliva and precum escaping around her lips as she coughed messily. Her spit started to run down her chin and drip from Chrysalis’ length, falling to the floor in gooey strands.

“By the Swarm, you are so sloppy!” Chrysalis groaned, her eyes rolling back in pleasure as she gave shallow thrusts into her mate’s muzzle. “Yeees, just like that, use your tongue…” Chrysalis then hissed, her wings buzzing. “Ah, careful with your teeth… Remind me to teach you how to blow me properly one of these days...”

Twilight gulped down the mixed fluids as fast as she could, her cheeks bulging with cock and juices, her face becoming red as she barely managed to breathe between each gulp. She moaned desperately, but Chrysalis only increased her pace, her cock plunging deeper and deeper. She gave high-pitched gurgling sounds as the mess in her mouth was stirred into a froth, more and more escaping around her lips.

“Ooooh, I love those little noises you make…” Chrysalis whined in pleasure, her thrusting reaching a fevered pace. “That little amateurish tongue of yours is heavenly… Ah, so good… Hnnng!”

Twilight’s eyes went wide when the throbbing flare suddenly expanded, Chrysalis giving a deep rattling gasp overhead, her hips going still. The whole length jerked powerfully, almost slipping out from Twilight’s muzzle, the changeling trembling in pleasure.

“No… it’s too soon… have to hold it…” Chrysalis groaned, her legs quivering. “You’re too… damn… cute… AH!”

Chrysalis’ whole body tensed, the underside of her cock swelling, a visible bulge surging down her length. Twilight eyed the approaching lump warily, she could see it bubbling closer through the transparent shaft: it was a mass of something white and thick, much thicker than Chrysalis’ precum, and there was a lot of it; there was also a second bulge forming at the base. She could do nothing but watch as it reached her lips, Chrysalis’ flare growing hugely and…

“GRAH!” Chrysalis grunted in frustration as she came prematurely, her cock spewing its rich load all over Twilight’s tongue. “Dammit!”

Twilight’s cheeks bulged out, sprays of gooey white spunk escaping around her lips, her mouth filled to the brim in a single shot. She valiantly tried to swallow, the flare now too wide to pass through her teeth… but the next burst erupted before she could take more than two gulps. Thick, gooey semen exploded from her stretched muzzle, her throat swallowing as fast as she could, and she flailed in a panic as the next shot took the only route left: her nose.

AAAH, it’s everywhere! She thought wildly, her quill scribbling faster than ever. Oh Celestia it’s so thick, it’s like trying to swallow whipped cream! The taste is so strong… The smell… Oh ponyfeathers there’s a third one coming, I can’t…

Twilight threw her head back, changeling spunk exploding from her overfilled mouth, the thick sludge oozing down her cheeks, hanging in gooey strands from her chin. She had time to take one shuddering breath, then she was blasted square in the face by the third and final shot, the changeling seed splattering all over her muzzle and her mane. She could only whimper submissively as the hot sticky facial seeped into her coat, the stuff clinging to the inside of her throat as she tried to swallow what was left in her mouth.

Chrysalis sighed deeply, taking a step back to admire her handy work. She chuckled at Twilight’s glazed appearance, the alicorn rubbing her eyes frantically. “Sorry about that sweetie. It seems a little bit managed to slip out…”

A LITTLE BIT? Twilight gurgled, her eyes opening wide. There was so much… So thick… I could barely swallow it… Twilight’s quill flew over the parchment, taking notes on the changeling semen: its flavor, its consistency, its obvious virility.

“Aaaah, but you do look beautiful painted with my seed.” Chrysalis purred. She leaned to give Twilight a messy kiss on her cum covered lips, her tongue darting out to take a sample of her own production. “Hmm, not bad…”

Twilight gulped down the last of Chrysalis’ semen, her legs quivering. “I have now successfully completed a session of oral sex with the changeling…“

“Are you still doing that?” Chrysalis snorted, amused. She circled around the alicorn, sniffing the air carefully. “Well, whatever makes you happy…”

“The changeling queen remains completely erect despite her very premature ejaculation-“

“I will make you eat that scroll.”

“Despite her threats it seems the changeling queen is getting into position for sexual intercourse, in the classical pony position; I can feel her breath on my exposed vulva, she’s licking me now, oh Celestia…”

“Hmmm, you are more than ready.” Chrysalis purred, her tongue slithering over Twilight’s dripping folds. “Now, don’t move; this might sting a little.”

“The changeling is about to mount me,” Twilight said breathlessly, her legs spreading as she braced herself, her eyes closed with anticipation. “I read that losing one’s virginity can be very painful, but I’m sure the changeling queen will be careful, I trust her to be gentle since it’s my first time so please don’t go too hard I’m not scared I’m just a little nervous oh gosh do it already I’m going craz- Ow!” Twilight’s eyes flew open, crying out from surprise rather than any real pain. She looked back, full of indignation. “Did you just bite my butt?”

“I did warn you it would sting.” Chrysalis smirked, her tongue running over the two small dots on Twilight’s rump; they looked like the marks from an injection at the hospital. Chrysalis showed off her fangs, the points dripping with venom. “Now you won’t feel any pain, just pleasure. You’re welcome by the way.”

“Did you just drug me?!” Twilight asked, appalled, her quill punching a hole in the parchment.

“What? No!” Chrysalis leaned back, looking genuinely offended. “I only injected you with a cocktail of chemicals that will have a few side effects on your brain chemistry.”

“That’s the definition of drugging somepony!”

“Ah,” Chrysalis blinked, “I guess I did drug you then.” She shrugged. “You’re welcome.”

Twilight facehoofed, grumbling in frustration. “… So, it was just something for the pain? Nothing… mind-controlly?”

“Yes, just for the pain.” Chrysalis nodded, becoming serious for once. “I know what you are thinking. You’re remembering what I did to your brother, yes?” Twilight hesitated, then she nodded. “Sparkle, that stallion was only a pawn in my plans, I cared not for him; I just needed to make him love me.” Chrysalis smirked, placing a kiss on Twilight’s cutie mark. “I don’t need to make you love me, and you know that.”

Twilight blushed bright red, but before she could answer Chrysalis had reared up, the changeling’s chest landing on her rear heavily. Twilight squeaked, her hooves shuffling to keep herself standing as Chrysalis hoisted herself on top of her, her black crooked hooves taking a firm hold over her side.

Chrysalis snorted, heaving her great bulk one last time, and they both gasped in unison as her flared tip brushed against Twilight’s soaked folds. Chrysalis shifted her hips, adjusting her position expertly, her cock poised at her mate’s entrance, ready to ram inside.

Twilight whimpered, the last bit of her apprehension snuffed out by a wave of lustful eagerness, her folds winking madly around her lover’s cockhead. She felt Chrysalis bite on her nape, her hold careful but dominant, and the changeling growled in hunger. It was time. Twilight braced herself, ready to be plowed silly.

“Ah!” Twilight gasped, her hooves kicking at the crystal floor as Chrysalis entered her.

Chrysalis was surprisingly gentle, her cock slipping inside Twilight’s tight folds with infinite care, as if afraid to hurt her despite the pain-killers. Twilight bit her lips, her flanks trembling, her whole being focused on the large flare pushing against her tender virgin flesh, the sensation of fullness completely new to her. The thick shaft pressed against her clit as it pushed deeper inside, sending jolts of pleasure up her spine… then Chrysalis met resistance.

The changeling stopped her advance, as if hesitating, a conflicted expression on her muzzle; she seemed confused by her own hesitation. Twilight waited, her gasping breath misting as it left her cum soaked muzzle, but Chrysalis remained still, her hips trembling with obvious repressed desire. Twilight snorted, deciding to take things into her own hooves. She squared her legs, and gave a firm push against her lover.

“Hng…”

Twilight groaned; she could feel a strange stinging in her lower belly, but it was quickly drowned by a sea of pleasure, Chrysalis’ cock sinking deeper into her no-longer virgin tunnel. Chrysalis’ eyes widened as Twilight slowly shuffled back, sinking herself onto her immobile shaft. Twilight kept backing up for what felt like an eternity, little squeals of pleasure escaping from her throat as she was filled, she was reaching her limits… and that’s when Chrysalis suddenly came back to life.

The changeling suddenly rammed her hips forward, apparently unable to stop herself, and Twilight cried out in pleasure as Chrysalis bottomed out, her flare crammed tightly against her depths. Chrysalis winced, quickly letting go of Twilight’s nape to look at her lover’s face worriedly… and found the expression of pure bliss on Twilight’s grinning muzzle. She was blindsided by the alicorn’s enthusiasm as Twilight pressed their lips together with a moan of hunger, the princess controlling the kiss for a few short seconds… before Chrysalis growled into her mouth, letting go of her tight self-control.

Twilight cried out as the cock lodged deep inside her cunt suddenly lurched back, dragging her walls with it, and her shout devolved into a gurgle as Chrysalis’ tongue plunged into her open mouth, and into her throat. Stuffed from both sides, her pussy full of changeling stallionhood and muzzle bulging with wriggling tentacle, Twilight surrendered to her lover, her wings flapping against the changeling’s sides, spurring her on.

Chrysalis growled, her hips slowly retreating until only her tip was still inside, Twilight’s walls spasming all over it, begging to be stuffed again. She waited for Twilight to start whimpering in need, and she rammed herself home with a snarl, her cock sinking to the hilt in one smooth powerful motion. Flare met cervix as her hips slapped against Twilight’s flanks, and Chrysalis purred possessively into Twilight’s tentacle-filled mouth; they were perfectly matched for each other. The changeling withdrew, quicker this time, her hips quivering in desire, and she quickly thrust back inside, harder than her last. A third thrust soon followed, then a fourth… Soon her hips were a blur of black carapace slamming on lavender fur.

Twilight couldn’t think anymore, her mind solely focused on the enormous cock stuffing her relentlessly; she didn’t even notice her quill scribbling madly on an almost full parchment. Every thrust rocked her body forward. Chrysalis was using her full length, her cock sliding in and out with a smooth rhythm. Twilight’s mouth didn’t get any respite either: everytime Chrysalis pulled back her hips, her tentacle tongue plunged down Twilight’s throat, making her neck bulge out, only to slither out when Chrysalis’ cock rammed back into her cunt. She had to take big shuddering gulps of air between each thrust, and she quickly felt her end approaching, the brutal pounding pushing her to a quick finish… No, she was already there. Twilight screamed in bliss around her throatful of tentacle, her body overtaken by a sudden climax, her tight cunt clenching powerfully on Chrysalis’ stallionhood.

Chrysalis grunted, her thrusting pausing as Twilight’s tunnel contracted around her shaft, seizing wildly. She considered going still to enjoy Twilight’s orgasmic spasms, it would be kind on the poor virgin alicorn… she rammed her hips into Twilight’s quivering rear with an evil smirk. The alicorn’s pleasured scream was music to her ears, and she took a new rhythm, her thrusts becoming short and quick, her cock barely retreating before she hammered back inside.

Twilight was losing her mind. She was losing her gosh darn mind, and Chrysalis knew it, she was sure of it. She could barely form a coherent thought as the changeling fucked her through her orgasm, her unending climax slowly eroding at her consciousness. She could barely keep herself standing as Chrysalis jack-hammered into her, and the tentacle in her throat didn’t help matters at all. She held on as long as she could, her mind going blank with ecstasy, but she was brought back from the brink as Chrysalis flare started to grow, pushing against her sensitive walls. Her eyes widened, knowing what was coming.

Chrysalis was panting now, her tongue flopping out of Twilight’s mouth to hang limply from her open maw. She grunted loudly as her cock flared wide, making it hard to thrust, the shaft itself swelling to make room for her abundant production. She growled in defiance, her hips moving erratically as she gave a few last powerful thrusts, she held her climax back as long as she could, letting it build up inside…

Chrysalis roared with all her might, her hips ramming into her mate one last time, the thrust so powerful Twilight’s rear-hooves left the floor, and she hunched over her lover, her hooves grasping Twilight’s side possessively, holding herself pressed against Twilight’s depths.

Through the fog of her ongoing orgasm, Twilight felt her wife’s cock give a powerful jerk, making her whole body shake. She whimpered as Chrysalis’ shaft swelled with very familiar bulges, the lumps pushing against her sensitive walls as they rushed to her depths. Chrysalis’ flare expanded. Twilight felt her last barrier crumble. The bulging shaft pressed against the opening to her womb. Twilight gave a mewling squeak…. And Chrysalis’ cock erupted, Twilight’s mind going blank.

Chrysalis snarled victoriously, her stallionhood firing its virile load directly into Twilight’s fertile womb, the thick changeling semen overflowing with sperm, ready for a hunt of their own. Chrysalis kept herself hilted as she came endlessly, her cock bulging with new bursts of seed again and again, quickly filling Twilight to the brim. Soon Twilight’s belly started to grow, bloating with the sheer volume of Chrysalis’ production, the hardened flare keeping everything inside. Chrysalis grit her teeth, her own semen pushing back against her cock, but she refused to back down.

It was only when Twilight had the look of a mare halfway through pregnancy that Chrysalis finally relented, the changeling pulling back her spurting cock in one smooth, messy lurch. Thick globs of semen exploded from Twilight’s overstuffed cunt, and the alicorn gave one last cry of bliss as she collapsed on the floor, out cold. Her pussy released a heavy gush of changeling spunk as she laid there, her legs twitching. Her magical quill wrote a few last illegible scribbles, and the scroll rolled up on his own, before it fell to the ground.

Chrysalis stepped over her unconscious wife, her magic taking hold of her firing cock; she carefully painted her mate with the last of her seed, making sure her whole body was glazed over. When Twilight’s last feather was covered in white, Chrysalis’ climax finally ended, the last few drops squirting over Twilight’s sleeping muzzle. She huffed, her legs trembling, her cock going limp. Chrysalis shuddered with a pleasured grimace as her shaft retreated back into her internal sheath, drops of thick semen getting squeezed out, dripping on the puddle at her hooves.

Chrysalis took a deep breath, and she gave her lover a satisfied smile.

“Hmmm, I can’t wait for you to start showing,” she purred, knowing her changeling biology assured Twilight’s pregnancy, “I wonder how many broodlings you’ll spawn on your first batch… No matter, I’ll fill you up again as soon as you deliver, my little broodmare.” She looked at Twilight’s gaping pussy, her flowing seed having slowed to a trickle, the rest still trapped in her womb. “Hrm… maybe you could use a refill right now…”

“Twilight? Are you in there?”

Chrysalis’ was startled by the sudden call, the young male voice coming from the corridor outside. She turned just in time to see the door start to open…

“Twilight?” Spike called, closing the front door behind him. When no answer came, he waddled into the castle, wringing his claws in worry. “I hope she’s okay… Applejack said she was fine but I really don’t trust that Chrysalis… Thorax said she was mean…”

He quickly made his way to the castle library, knowing it was the most probable place to find Twilight. He was almost there, when a strange scent tickled his sensitive nose, and he winced in disgust.

“Eew, what’s that smell?” He pinched his nose, and looked into the library. “What the…” His eyes went from the large puddle, to the weird sticky stuff covering the long chair, to the strands splattered everywhere. “What happened in here?” He approached and crouched down, his claw moving to touch the strange puddle… but he reconsidered at the last moment. “I dunno why, but I have the feeling I really don’t want to touch that…” Spike grumbled.

He waddled out of the room, then came back with a bucket and a mop, a clothespin on his nose.

“Can’t let Twilight see her library like this.” Cursing Chrysalis under his breath, Spike quickly mopped up the strange sticky liquid. “I hope this isn’t drool or something…”

He threw a plastic tarp over the long chair —it was beyond saving— and he cleaned up the last of that sticky stuff. He was just about to turn in, when he saw something else on the floor: sprinkles of a clearer liquid he had missed at first, a trail of it exiting the room. Spike grumbled darkly about drooling changelings, and he set about mopping up this new mysterious fluid; it was still fresh, so whoever had done it must not have left very long ago.

“Oh, come on!” He groaned, watching the trail continue towards a stairway.

Spike followed the trail, mopping up like the good assistant he was, though he would ask Twilight for at least 3 bowls of ice-cream in return for dealing with this. He then found a wall covered in a spray of whatever this stinky stuff was, and his mouth fell open. 4 bowls!

Spike was starting to get tired when he finally reached the floor that housed their rooms —his, Twilight’s and Starlight's— he dealt with three distinct puddles on the way, and he finally reached the end of the trail: Twilight’s room. Spike gulped, fear returning to him. Was Twilight in there? Something told him she was. But was she okay?

He reached for the doorknob, his heart hammering in his chest. “Twilight? Are you in there?” He pushed the door open, and…

“Just a second!” Twilight called back. “Don’t open the door, I made a mess in here, you don’t want to see this.”

Spike breathed a sigh of relief, and closed back the door. He had to wait for a few seconds, and Twilight stepped out of the room. He carefully studied her, making sure she was healthy, but apart from looking at little tired, Twilight looked just fine. She quickly closed the door behind her before Spike could look inside, though he had a glimpse of an enormous puddle stretching the length of the room.

He gave Twilight a glare. “So, it was you! What was all that stuff?”

Twilight blinked, then her eyes flicked to the mop and bucket, and she seemed to understand. “Ah, sorry about that Spike.” She rubbed her head, smiling guiltily. “I was experimenting with something, and it kind of went crazy on me.” She giggled. “It was pretty wild, let me tell you.”

“Sure.” Spike pouted, looking at his boss/sister/mother/he didn’t even know sometimes. “Where’s Chrysalis anyway?”

“Oh, she’s around.” Twilight said airily. “Probably in Ponyville making a pest of herself.”

He grunted, turning back to grab his bucket. “I hear you. She’s really freaky, and with her being a changeling she could be…” He froze, his bucket falling to the ground. “… anypony…” He slowly looked over his shoulder, watching Twilight with wide eyes.

“Something wrong, Spike?” Twilight asked, tilting her head, a kind smile on her lips; she looked and talked like Twilight, but…

“How do I know you’re not her?” Spike took a step back, pointing a trembling claw at ‘Twilight’. “Say something only Twilight would know!”

“Oh Spike, you’re so silly sometimes.” Twilight shook her head, and she placed a loving hoof over his head. “Remember when the CMC came for Twilight Time, and they brought all their friends?”

“Yeah…” Spike started to relax, leaning into Twilight’s hoof.

“Remember that platter of snacks you made?”

“I sure do.” Spike laughed, moving to hug Twilight. “We had to throw it all away.”

“Yep, but at least we learned a good lesson from it.” Twilight giggled, hugging him back.

“You said it.” Spike took a step back, then he glared at Twilight. “You know, I had to clean half the castle because of your mess.”

“Oh, come on Spike,” Twilight rolled her eyes, “it couldn’t have been more than 1 percent of the castle’s total floor surface, maybe 2 at most.”

Yep, that was Twilight alright. “I want 4 ice-cream bowls.” Spike pouted, crossing his arms.

“Hmm, I guess you deserve it.” Twilight smiled, giving him a loving noogy.

“Great!” He grabbed his bucket and started to waddle off, licking his lips. He had made it to the corner when Twilight spoke up.

“Wait!” Twilight frowned, looking uncertain. “If you eat that much ice-cream you’ll get a tummy ache...”

“No, I won’t!”

Twilight shook her head. “Yes, you will. One bowl mister.”

“Oh, come oooon!”

“Nope. If you behave you can get a second one after dinner.”

“Fine.” Spike stomped off.

Chrysalis watched the little drake waddle away, feeling strangely satisfied. She didn’t really know why she had done all this, just to keep the dragon from stumbling in on his mother figure covered in cum, or why she cared if he got the runs from too much ice-cream… but it felt nice.

Maybe there was something to this whole friend-shipping, maybe being good wouldn’t be so bad; maybe she should give up her old ways, and become a nice changeling…

Naaaaah

“Hey Spike,” She called in Twilight’s voice, “wait up!” She rushed into the room, and quickly came out with a rolled-up scroll. “Can you send this to Princess Celestia for me please?”

Spike blinked at her, looked at the scroll —there was a hole in it, strange…— and he shrugged. “Sure.”

One breath of magical fire later, and the letter was swishing away in a puff of smoke, heading to Canterlot.

“Perfect.” Chrysalis grinned wide, feeling giddy with mischief. “Just, perfect.”