(This chapter includes scenes I’ve previously drawn and the next will include more as well. Events that I’ve drawn will be tagged with ‘Equestria’s Fall to Lust’ on derpibooru and I’ll make a folder on my Furaffinity containing the same as well as the fanfic.)
Chapter 2 - An Empire Fit for a Queen
A few months passed and the changeling spies were recovering their numbers. Ever since the mirror, there had been no way of detecting if they were changelings or not. By far most of the ponies who were switched into changeling bodies chose to stay. A few chose to leave, and out of those, they all got captured by ponies after their hunger got the best of them and they started feeding on anyone they could. So far all of them had been sent to a prison in Canterlot where they were fed. They were however not able to control their hunger like other changelings so when interrogated they would always talk about how much they crave and smell the love.
The ponies who wanted to stay in the hive had begun mastering the basics of changeling magic but learned slower than those who were born changelings.
The ponies of Equestria still didn’t know the exact location of the changeling hive, but they had an estimate based on where villages were abandoned due to changeling attacks. In some cases the changelings had kidnapped all residents in a village. The ponies called it a ‘Population disappearance due to unknown reasons’. But they usually had their suspicions.
The changelings protected their hive well, and made sure that anyone nearing it would be sent to the livestock. To changelings, anything that produces love can be livestock, and sentient beings produce by far the most, especially ponies.
Livestock would be drained over and over again for months. However, livestock will produce less love the more they’re harvested from. After a while they’re not worth the upkeep.
When this happens the changelings bring them close to a pony village so they’ll wander in to recover on the ponies’ expenses.
Good livestock was usually tracked, so the changelings know where to direct their next raids once they had recovered. The best livestock would be closely monitored and often kidnapped if raids weren’t possible.
Over time many ponies who had repeatedly been brought in for harvesting would lower their guard against the changelings, as the uncanny charm of the changelings got to them. They’d grow addicted to the care of their imprisoners, knowing that their love would always be appreciated by what was considered monsters by most others.
Meanwhile the queen had been plotting. Though their techniques were more refined now they still could barely keep the supply above the bare minimum. If they didn’t seek new food sources soon they’d have mass starvation on their hands.
Her plan was simple and daring, with her artifact she knew a golden era was about to start for the changelings. As her planning came to an end she formed a small party. It consisted of six of the Queen’s guards, the warrior who brought her the mirror, and Chrysalis herself, who’d play the most important role in their adventure.
Chrysalis, adored by her entire hive but uncaring for any individual drone, had made a rare exception and asked for the name of the warrior the she had started to take a liking to. Her name was Apodeme, and though she had rarely spoken with Chrysalis she was one of the fiercest warriors of the hive, and with the work she had done she could’ve been set for an easy life as one of Chrysalis’ guards. Apodeme knew this but had never asked because, as she would say it, she loved to ‘bring home the fresh meat’ too much. In the field she enjoyed being able to get the first taste of their new livestock and she’d never return home till the hunger was sated. She was truly the changelings’ answer to a gourmand.
The party was ready for departure. They were all geared in armor and Chrysalis carried the mirror in a small cushioned backpack. The changelings transformed to large birds and flew off, towards the Crystal Empire. Only stopping to sleep and feast on unsuspecting ponies.
Never revealing their changeling shapes as it could compromise their mission.
After two weeks of flying they finally arrived.
The party had transformed to crystal ponies and walked through the city. It was late when they arrived so the streets were mostly empty. Walking through the city, the changelings felt something weird inside them, they couldn’t tell what was going on but it felt nice to them, as if there was a spell over them.
“This is it.” said one of the guards as they walked past a small purple crystal house.
Everyone turned and went to the door. Chrysalis knocked and a few moments later the door opened. Inside stood stood a familiar pony, the first of the new spies, the soldier who had taken the body of the mare a few months earlier. She had turned crystal like the other ponies around the place and she was wearing a loose robe, almost revealing her breasts, and fashionable sandals. The robe was the most common fashion in the Empire, along with simple tunics, however the spy had still not gotten used to the way ponies wear clothes, using them to cover their sexuality instead of highlighting it.
Like everything else here, the clothes seemed to be made of a crystal-like material, however on further inspection, the crystallic texture of everything seemed to have come from being in this area rather than through it’s creation.
“Can I help you?” said the mare looking puzzled.
Chrysalis reached out her arm and for a moment she transformed it back to her regular changeling arm.
“Right this way.” she said and stepped out of the way so the changelings could enter, and as they did they transformed back to their original shapes.
She continued. “I’m sorry, my queen. Ever since I got this body, I haven’t been able to tell changeling from pony unless in their true form. Since I’ve moved here I’ve taken an appropriate name to fit in, you can call me Honey Bun if we’re out. Is this about your plan to save the hive? Please take a seat, you must be hungry after your travels. I’ll prepare something quick for you.” she left the changelings seated in her living room.
The house was an average Crystal Empire building. Every wall was crystal, as if the whole place was carved out from a single big crystal. The living room was was covered in soft carpets and there were two large sofas in the corner of the room with just enough room to fit the changelings. In the room there was also a bookshelf filled with books, mostly about the history of the Crystal Empire, a table with some chairs around it, and some drawers.
The changelings were sitting on the sofas, feeling uncomfortable by their surroundings.
They looked very out of place, sitting between the purple glittering walls.
After a few minutes of slightly awkward silence the mare came down again. Her robe was now covering her much more tightly. She was holding it together at the top so it covered her neck. She slowly and seductively walked towards the changelings.
“Eat up.” she said as she dropped her robe, revealing the outfit she had changed into. She was wearing black lingerie consisting of panties with a hole so she didn’t have to take them off, and a skimpy bra also with holes at the nipples. Around her neck was a black collar with a leash tied to it which she handed to Chrysalis.
With the exception of armor, changelings usually don’t wear actual clothes. Whatever skimpy clothes they’re wearing is usually made by transforming themselves with their changeling magic. Whenever a changeling changes shape they’re not able to produce materials stronger than what their magic and body combined can handle, which is why they still need their armor.
Within a couple of seconds all the changelings had used their magic to remove their clothes, retaining their armor. Only Chrysalis was completely naked.
“Please.” said Honey Bun. “Use this body however you like. It’s full of love that’s ready to be consumed.”
The queen pulled the leash so the mare went face first between her breasts. “Very well, you’ll do for the night.”
The mare looked at her mistress, still resting her head between her breasts and smiled. Chrysalis begun to rub her breasts against Honey’s cheeks, and as she did her breasts started to expand. They grew until they were big enough to encase most of her head. The mare wore an expression of complete bliss as this happened.
Chrysalis put her legs on the back of Honey Bun to push her down towards her crotch. As she did, Honey’s head slowly sank through her cleavage until she was out of her view. The mare started licking her out. Chrysalis was starting to enjoy herself and held up her breasts; she played with her nipples as she wrapped her legs around Honey’s head forcing her muzzle into her royal pussy.
Suddenly the mare stopped licking and opened her eyes wide. She started to look very tense as if she was about to struggle for air. The queen had separated her breasts so she could look her in the eyes. She smiled and laughed a bit. The mare’s eyes was slowly rolling further up, but she didn’t struggle, she was doing it for her queen.
Chrysalis removed her grip on Honey’s neck and pushed her backwards, slowly. As she did, a very well endowed cock that Chrysalis had transformed her clitoris into while Honey was licking her, came out of the mouth of the mare. The mare was now sitting on her knees, holding the enormous cock in her hands, with tears in her eyes and panting. She was happy that her queen had bestowed this gift upon her, a cock almost as long as her arm. That and the fact her pony throat couldn’t handle as much as her old changeling throat meant she easily teared up.
She was still gasping for air. A tear was rolling down her cheek as she whispered: “Thank y-you. P-please keep feeding.”
Chrysalis looked at Apodeme and said: “Would you like to join me for dinner?”
She smirked and went behind Honey. As the mare had slowly begun licking the queen’s cock as she regained control of herself, the changeling began licking her with her long thick tongue. She was feeling every part of her pussy with her tongue. She stopped licking and concentrated a bit. Soon she formed a cock as well. Her cock was made to fit perfectly inside the mare’s pussy, as the changeling had made a mental map when she put her tongue in it.
The mare knew exactly what the changeling had done and shivered in anticipation. Apodeme put the head at her lips, preparing to thrust. Chrysalis, grabbed Honey’s head and moved it to prepare her to suck her cock again.
The mare was starting to breathe heavily, since she had never been feasted upon, but as a pony and loyal to the hive she had to. She wanted to. Chrysalis looked at the nervous but dedicated pony, and gave her a happy smile as she held her head in her hands. The mare started to relax more, and as she did, Chrysalis closed her eyes and nodded.
Apodeme then thrusted with all her power into the mare and started fucking her with great speed and force. With each thrust she moved the pony back and forth so she’d deep throat the queens cock over and over.
Honey had come to realize that ponies are more sensitive to sexual pleasure than changelings are. The difference is that ponies can’t enjoy the pleasure of feeding on another’s love. That means that a changeling will usually feel the most pleasure at the climax when the one they’re feeding from will release their love. But feeling this much pleasure before the climax, Honey had never considered until today.
The mare could feel it in the changelings, they had begun feeding on her love. Taking off the top of her love and keeping her on the edge so she’d build up more love to be released. She felt like her mind was going blank as the pleasure was at its highest for what seemed like an eternity. The pleasure was more than she could handle, but she didn’t want it to end.
Chrysalis started to get an odd sensation. It was the feeling they got when they walked in the city, it was as if whatever was affecting them there, was also inside of the mare. She finally understood what was going on, it was a different nuance of love than they’d ever tried before. As if they had been eating bread their entire lives and now ate cake for the first time. Maybe they wouldn’t prefer this in the long run, but feeding on a kind of love they never knew existed, they got lost in the feast.
Chrysalis and Apodeme suddenly caught themselves moaning, something changelings rarely did. Moaning is considered a sign of submission and weakness among them. Higher ranking changelings would thus do all in their power to refrain from doing it.
When they realized that they had let down their guard they felt a rage inside them. As if they had been tricked into moaning. They knew this wasn’t the case, but they still felt that they had to punish the poor mare who had offered her body without warning of their arrival in the city. Chrysalis grabbed Honey’s head tightly and Apodeme grabbed her hips as they started, with great force, to move her back and forth, as if they were sawing a piece of wood together.
Honey was already overwhelmed, she had now slipped into a world of immense pleasure. She was no longer able to keep herself balanced. Her arms were swaying on the floor as the two changelings fucked her from each end. Their grip on her was very powerful, she wouldn’t get away no matter how hard she tried, not that she wanted to either. The two ponies pounded so furiously that she barely was able to breathe in between each thrust. She could feel herself almost choke again. As she was about to slip, she felt it. The changelings were done preparing her.
She came, and as she did, so did the changelings. The crystallic look on her coat faded as they let her drop to the floor.
She was now lying on the floor, still on her knees but lying there trying to get a hold of herself as she was twitching and gasping for air. Cum was dripping from her mouth and pussy, and as she was lying there, Chrysalis’ cock was still dripping on the back of her head.
With the way she acted, if the changelings didn’t know better they’d have thought she was just another pony. She reacted like most ponies would after getting drained for the first time, the only difference was her loyalty to the hive.
Two of the changeling guards went and picked up the mare. They carried her to the kitchen where they cleaned her up and gave her a bit of water.
She didn’t make a sound, she was mindlessly looking at nothing. Even by normal feeding standards, she had been through a pounding this day. In her head she still wasn’t sure if they had stopped fucking her.
As the guards brought back the tired mare they put her on one of the sofas to recover.
“Well, I’m stuffed.” exclaimed the queen and yawned. “I’d love to use her as a cock sheath for the night, but my dear guards gotta feed too.”
Her cock disappeared in a green flame as she transformed it away. Apodeme soon followed.
Chrysalis got up from the sofa and as she walked out of the room. “Time for us to get some sleep.” she said to the guards. “Have fun with her, but not too much, we need her tomorrow.”
Chrysalis went to the mare’s room and lay in her bed. It was much softer than what any changeling had. Comfort had never been a priority in the hive, since they had always been fighting for survival. Not only was the bed comfortable, to a changeling it was also reeking with the smell of pony love. She quickly fell into a deep sleep that night.
When Chrysalis woke up the following morning she was surrounded by Apodeme and Honey Bun sleeping next to her and a guard who had chosen to sleep at the foot end. She could smell the dried cum on Honey from last night. The guards had tried to dry it off but at this point there was far too much. She also still hadn’t regained the crystallic texture she had when they arrived. After a few minutes the queen rolled on top of Apodeme. She smiled as Apodeme opened her eyes. |
“Wanna take over an empire?” asked the queen. |
“Always!” responded the warrior. |
They walked around the house and saw all the guards were still sleeping in various places. They decided to get some breakfast and left the building. |
Outside the whole city was brimming with light as the sun cast its light on the crystal structures. The two changelings, who had transformed into ponies, were now looking for a meal when the spotted a couple walking down the road. They were holding hands and clearly in love. The changelings followed the couple. They went into a coffee shop and as the guy ordered the girl went to the bathroom. Apodeme followed her into the bathroom and shortly after went back out disguised as the pony’s lover. She went over to the pony and as she looked him in the eyes she cast a weak mind control spell, as she whispered to him. They then quickly left the shop and went to an alley next to the store where she could feed on him in peace. Chrysalis saw they were leaving, and as soon as they passed her, she transformed into the guy and went inside the shop. Just as she had entered she saw the girl come back out. Chrysalis went to the girl and used the same spell on her as they went back into the restroom. |
Of course it was very obvious to bystanders and the customers that someone was fucking in the alley and in the bathroom, but the changelings didn’t care. Their reputation wasn’t at stake. And the ponies didn’t care either, thanks to the spell and their love for each other, they only felt happiness. When they were done fucking them they left the mess they had made and met up once more in their regular disguises. As the two ponies stumbled out, the guy still with his pants open from the ally and the girl with her panties around her foot out of the shop, they saw each other as the spell ended. Though their minds were still a bit hazy, they ran to each other and kissed, and the girl pulled the collar of her boyfriend’s coat as to initiate round two back in the alley. The changelings walked away laughing at the clueless ponies. |
As they returned to the house, the guards had put Honey on a table and were taking turns fucking her again. |
“Changelings, please be gentle with her.” said the queen. “We need her to guide us around town today.” |
The mare was making lewd, uncontrolled faces and noises as the changeling pounded her. The guard finished off quickly so as to follow the queens orders. |
All the guards transformed their regular guard outfits on and then saluted the queen while Honey was still twitching on the table. Chrysalis walked over towards the mare and grabbed her breasts as she leaned over her. |
“So, my dear spy. Are you ready to provide your intel?” asked the queen. |
The mare nodded. |
– |
It was night time once more, the mare had told them everything she knew about the castle and the whereabouts of Cadance. She had managed to get a job as a cleaning lady in the castle, and had drawn schematics of the castle whenever she got home. There were certain parts of the castle where she was not allowed to go, mainly where the royalty was sleeping, as she didn’t have the clearance yet. She also told them that the crystal texture she gained came from the crystal heart whenever it was activated, and later it would slowly fade away. Staying close to the heart seemed to prolong the effect though. |
The party was standing, disguised, in front of the towering castle. |
Apodeme looked at the top of the spire and said: “Geez, this was made more than a thousand years ago. They gotta only have stairs in this thing, it must take forever to climb.” |
They had excluded most parts of the castle from Honey’s schematics and transformed into black ravens as they searched the outside of the castle. Suddenly one of the ravens started to caw. They had found the window to the royal bedchamber. |
Knowing what the power of their love combined could do to the entire army of changelings, they had to separate Cadance and Shining Armor, who were preparing to sleep. Furthermore, the entire castle was protected by a changeling detection spell; as soon as they entered the castle the guards would come after them. |
The changelings planned their next move. |
One of the changelings transformed into a royal crystal guard and went to get the attention of a sentry watching the gate to the castle. |
“Guard, there’s something suspicious going on over there and I need your help.” said the changeling disguised as a guard. |
“Suspicious? That’s rather vague, what’s going on?” replied the guard. |
“There’s no time to explain, the princess might be in danger!” said the changeling. |
“Then what are we waiting for?” said the guard as they started running. |
They ran towards an alley between some buildings. |
“It’s right around that corner.” said the changeling as the other guard ran ahead. |
As he ran into the alley he was surprised to find a bunch of changelings waiting for him. Confused as to what was going on he looked backwards and saw the guard who had asked to follow him transform into a changeling in a green flame. She grabbed him from behind, rendering him almost defenceless. But even if he were to struggle he would quickly be defeated by their sheer number of changelings. As the crystal guard was held a changeling guard tied his hands while the one holding him from struggling. |
Chrysalis looked at the pony and said: “Do you know how hard it is to find a place in this city to just be ourselves? Shining buildings everywhere and open streets. Only in the darkest hours in the darkest part of the city can we safely hold this form. Not something you’d understand. Well, not yet at least.” She looked at the changeling holding the pony secure. “Take on the lewdest body you can think of, and don’t make it too practical.” |
The changeling changed into a female changeling body. The guard couldn’t see it, but he could feel the hands holding him from behind were becoming more feminine. They grew slightly shorter and he felt a pressure from their chest in his back as breasts grew out. Just as the transformation seemed to have stopped, the second part began. The changelings thighs, butt and especially breasts started to expand. Her breasts expanded so much and so fast that they knocked the guard over. She sat on the guards back so he couldn’t get up and lifted his head. As he looked up he saw the queen holding a mirror in her hand. Confused he looked into the mirror and saw the changeling that sat upon him in his place and him in hers. The switch begun, and after a few minutes he had switched completely into the body of the changeling that sat on his back. Chrysalis ordered the other changelings to undress the now changeling. |
“Now, you’re given a choice, either come with and we’ll make you one of us. Or you can get on your way and do what you want,” said Chrysalis. |
Without hesitation the former guard said: “I’ll never join you, you vermin!” |
Chrysalis laughed and said: “Have it your way then.” |
She signalled the other changelings. They took the armor off the changeling that had taken the guard’s body and molded it with changeling magic onto the lewd changeling’s face in the shape of a ring gag, and on her hands a pair of bondage mitts in the shape of hooves. |
“Of course we can’t let you leave with the means to tell or write about our presence here, so we have to take some precautions. And good luck taking them off, the changing-steel armor has condensed it’s the size to what you’re now wearing. So it’ll also be that much tougher to wear down. Unless you of course learn how to use your changeling magic. Would’ve been easier if you had just joined us.” elaborated Chrysalis. |
The changeling was looking angrily at Chrysalis as she got up. |
“M, nn, ga eh! U eh hu mmm!” The changeling said through the hole in the gag while she started to drool. |
“I’m sorry, dearie, but you gotta speak up, I don’t understand a word of what you’re saying. Now go along now, I have important matters to attend to.” said Chrysalis |
As she walked past the changeling towards her party she pushed her gently onto her back. Because of her massive breasts she was unable to maintain a proper balance and so she stumbled around almost falling, while the other changelings were laughing at her. By now so much anger had build up in her that she had to do something, but she knew that she couldn’t defeat the changelings. She had one option, to alert the other guards. Without thinking further she ran for the castle, expecting to be chased by the group. |
As she reached the guard at the gate she yelled some incomprehensible mumbling and flailed her hands around. |
“Halt, changeling!” yelled the guard after having looked at the voluptuous changeling in disbelief for a moment. |
He was pointing his spear at her, and as he did, she realized how bad her plan had been. She decided the only option was to run for it, knowing how they might treat her as a changeling prisoner, she had to run. The guard followed and yelled for more guards to follow. As she ran away she saw her old body, passing her and going into the castle, without setting off their changeling spell. |
The changeling in the guard body was now inside the castle. Following the schematics he had memorized he went towards where they had found the royal bedchambers earlier. Surprisingly simple for something this huge and old, and as a royal guard he had clearance to go everywhere in the castle. |
He slammed open the door and yelled: “Your highnesses! Shining Armor, something is happening!” |
As the couple woke up, the guard went to the window opened it and looked suspiciously out of it. |
“What’s this about?” asked Cadance in confusion. |
“I need Shining Armor to come with me. A changeling tried to attack one of our guards at the gate.” said the guard. “We need to set up a search for her.” |
“Alright, let’s go!” said Shining armor. |
As they left they slammed the door again. Cadance was still lying under her covers, starting to worry about what was going on. She had a chill running down her spine, thinking back to the large changeling invasion back at her wedding. Then she noticed the guard didn’t close the window. She went over and looked out. She saw the guards running around outside with torches, they looked so small from up there. |
“That’s gotta be most of the guards running around down there by now.” she said to herself. |
Suddenly, with a gust of wind,a large crow came through the window. Cadance yelled in surprise and turned around. The crow was very large and wore a pouch around its neck. Cadance felt a magical sensation in her, the spell had been activated. She was standing in shock. |
The crow looked menacingly at her and said: “Oh how I do hope so. And with your husband out, I can finally have some alone time with you again.” |
Cadance looked at it, trying to hide her fear and said: “Ch-Chrysalis?!” |
The crow transformed back into the queen who was looking smugly at her, she had transformed into the same size and base shape of Cadance. |
“Oh, you’re probably thinking: Oh, the other guards will notice the spell is set off once they get back and they’ll come find her. Or: No matter what you do we’ll defeat you, we always do.” said the queen. “But not this time. You see, I have a special present for you. Something wonderful, beautiful, and full of love.” |
Cadance knew she’d have to fight back and prepared an attack. Chrysalis quickly countered it with a more powerful attack. |
“How rude.” said the queen. |
Cadance was lying on the floor, slightly disoriented as Chrysalis leaned over her and took off her nightgown. |
“Don’t worry, I have something better for you to wear.” said Chrysalis. “This is changing-cloth. Not too popular, but it has it’s uses.” |
She took off her pouch and put the mirror on the ground. She then started to channel her magic into the pouch. Firstly she changed a part of it into a gag which she put in her mouth and then she changed it into green rubbery sheets that tied her legs and her arms behind her back. |
“Are you done struggling?” said the queen. “You know, it’s not very nice to resist when given a present. Now let me help you up and you’ll see.” |
Chrysalis supported Cadance as she got up on her tied legs. She had to let Chrysalis hold her in order to not fall over. |
“In my hand I have something belonging to your empire.” said Chrysalis. “Rather fortunate that it fell into my hands, otherwise it might’ve never returned. I know it looks like a fancy mirror, but as you see when you look into it, it would seem as if I’m standing in your place. Oh, but what’s that? Has our heads switched places?” |
Cadance looked panicked at Chrysalis who was now wearing her head with a green glow around her neck. She knew how much stronger she was, but she tried to use her magic again. It failed, she had no clue how to use her new changeling horn, it didn’t even spark. |
As the transformation passed halfway the queen yelled with Cadance’s voice: “Guards, come quickly! I’ve captured the wretched changeling queen!” She lowered her voice a bit “Do with her as you please.” |
Cadance could no longer feel the spell on the castle, nor use her magic. It was too horrible to be true, she was becoming a changeling, and she could do nothing about it. No one would believe her if they let her speak. A lost relic like that, no one would have heard of. As the swap ended, Chrysalis put down the mirror and put Cadance in the queen’s body on her stomach and sat on her back. Some guards outside had heard some yelling from the castle and a few others had noticed the spell had been activated, they put two and two together and soon Shining Armor and a crystal guard had slammed the door open. |
“Shining!” yelled Chrysalis and cried as she got up and ran towards him. “I-if that vile queen had separated us again, I-I..” |
Shining responded: “Shh, it’s alright. You’re safe now, we’ll give her the punishment she deserves, and..” |
She was now fondling around his junk. “I just couldn’t take being apart from you like that again.” |
Shining blushed and was nervously laughing. The guard pretended not to notice and went in to pick up the prisoner. He put her over his shoulder and walked quickly out. Chrysalis was hugging her husband as she continued to fondle, as the guard passed they made eye contact a last time. The queen was looking smugly at the princess in her body, and Cadance looked back in horror as she was taken away. She closed the door. |
“I’m sure the guards have it under control by now. Let’s just celebrate that we still have each other.” said the now princess. |
“I-I’m s-sure they’re gonna find them on their own. I-I’ve given them very strict orders to search all night.” he responded. |
“Good, then we won’t get interrupted again tonight.” laughed the imposter Cadance. |
The royal couple made love all that night, as the royal guards searched for changelings in city around the castle. |