This story is a gift to a friend I have been RP-ing as of lately and I found out he sortta thinks Chrysalis is hot. So I made a clopfic between his favorite villain, Queen Chrysalis, and my favorite villain/reformed villain, Discord. Auxiliary Booster, this is for you man. Enjoy my pretties!

Her hooves pounding with the aching pain of the constant travel, her tongue dry with thirst, and her body weak from lack of nutrition and exhaustion. The changeling queen was desperate for any speck of love she could get. But with no strength left from endless walking and having not eaten properly for months, things were looking bleak for her. She found a stream and greedily gulped down the fresh water, making loud slurping and gulping sounds until she finished and gasped for air before falling to her knees in exhaustion. Was this it? The once mighty and feared Queen Chrysalis destined to die alone, out in the forest, in agonizing starvation. Maybe.

She laid her head in the grass and refused to shed a tear. She would go down with whatever dignity was left. But what did she have left? Whatever of her changelings did not die in the blast from the attack on Canterlot either starved or left the hive desperate to find any love they could eat. All of her race was going extinct and she could do nothing about it. She lost her strength and she realized the cold dampness now streaming down her face. She let out a cracked sob and covered her face with her hole covered hooves and let loose the full brunt of her sorrow and woe.

The Everfree forest was silent except for Chrysalis's sobs. The animals all avoiding her like the plague. Every time a small creature saw her, it ran away leaving nothing but a cloud of dust behind it. And they all retreated to the same place, Fluttershy's cottage.

Chrysalis continued crying and she could literally feel the life draining out of her. Soon she would starve and be out of her misery for good. But she didn't realize she was not alone anymore. Another presence was making its way toward her and she didn't notice it over her now slowing sobs. Soon the presence was floating above her. She finally stopped crying… because she felt her mane be pushed back away from her face. Her ears twitched and she looked up with a tear stricken face to see who just touched her. She looked around and saw no one. But then she saw she was under a large shadow. She slowly gazed up above her head and saw… pink. Fluffy pink and a creature that looked like a mash up of a bunch of different animals. "Why so down?" it asked her. She gawked at the creature, unsure what to make of it. "Helllooo? Any-changeling there?" "W-who a-are you?" she asked it. "Why I'm Discord of course! God of chaos! And you my dear are a loooooooong ways from home now aren't you?" She still stared at the creature now known as Discord, listening to him talk. But at the mention of home, it hit her again that she no longer had a home… or a race. She trembled and fell back to the ground in loud cries.

Discord was caught off guard by her reaction to say the least. All the animals came running to Fluttershy, saying something about an evil changeling queen and Everfree. But this didn't seem like an evil queen to him. Sure she looked different and a little odd but he had absolutely no room to talk considering he was a draconequus. "Uh… why are you upset?" She sniffled her sobs and looked back up at him with tears still rolling down her black cheeks. "I-I have no more home. My-my race is down to a d-dozen or two at the most. I-I might even be the only one left." She dropped her head back into her hooves to not reveal her shame from her crying pathetically.

Discord frowned. Boy did he know what it was like to be the single member of an entire race. He snapped his talon and the pink cotton candy cloud disappeared and he landed right beside the broken changeling. "Hay, it isn't so bad," he said. "H-h-how?" she sobbed and hiccupped "I-I might b-be alone 'hic' a-and I-I-I'm going to d-die from starvation, b-because 'hic' because I have t-to feed on l-love to live!" She broke down right there on the forest floor. Nothing left to live for with everything stripped from her. Discord mentally sighed, and put his lion paw around her. "You'll be fine." "How d-do you know?" He sighed out loud this time and held up her chin to face him with his talon. "Because I know what it's like to be alone. I'm the only draconequus seen in over a thousand years. And I won't let you die." He felt her shaking and she collapsed into his embrace and threw her hooves around him and cried while she hugged him.

Discord just stroked her mane. She needed time to let it all out first, then they could talk properly. After another five or so minutes of sobbing Chrysalis finally stopped and loosened her grip on Discord. "T-thank you. I needed that," she said. She felt the emotions softly seeping from him and feeding her enough to gain some of her strength back. "It's quit alright love." She felt herself blush when he called her love. There was even more love behind him saying that word and it slowly filled her empty stomach and energy. "I think you should tell me your name now my dear. I don't actually think you mentioned it." Chrysalis felt her face burn in embarrassment. "C-Chrysalis. My name is Chrysalis."

Discord grinned at her stutter. "Well it is an absolute delight to have helped you Chrysalis." He grabbed her hoof and kissed it. She blushed one shade deeper and pulled her hoof back to her. "Would you care for me to feed you now or later?" he asked. "Wha-" "Times up!" Chrysalis was caught off guard by Discord grabbing her and pushing his lips against her's. Her green eyes widened and she thought she should try and pull away. But the love radiating from him slipping his tongue at her lips and begging to let it into her maw was so delicious and filling. Plus… he happened to be a really great kisser. She moaned and she felt her lips part and his long snake tongue enter her mouth and fought for dominance with her serpent style tongue. She moaned again when she felt him roll her over onto her back and he forced her back and hind legs to the grass by pinning her.

They finally separated for air, and a string of their saliva was still connecting their lips. "Wh-what was tha-that," Chrysalis panted heavily. "You said you were starving and you feed off of love," he told her "so I served you to a well needed banquet." He put his lips to the top of her black neck and delicately led a trail of kisses downward. He hear her squeal in delight when he reached south and found her teats. "Oh you're so tempting to feed right here and now but," Discord snapped his talon and Chrysalis saw a white light and then they were no longer in the Everfree forest, but in a fancy room somewhere very extravagant. Except, the room was done up rather romantically. The bed Chrysalis found herself on was round and covered in soft and comfy red sheets with red and pink heart shaped pillows. The curtains were drawn and blocked out any sunlight into the room, so the room was rather dark. The only light that filled the room was the soft glow of candles lit and the sweet smell of roses and lilac from several flower set ups around the room. "I figured if I was to please you, I should make this perfect rather than on the dirt ground in the forest."

Chrysalis gulped nervously. "P-perfect what?" "Why, perfect making love of course." Her eyes widened and she shook with fear. "What's wrong?" Discord frowned. "I-I never- I've never h-h-had se-sex before." Discord rose his white eyebrows in confusion. "But, doesn't the Queen of the Changelings lay the eggs?" Chrysalis shook her head quickly. "W-we used to. But our numbers grew s-sufficient enough that the old method was no longer required and all changelings could mate themselves and lay eggs." Now Discord felt really guilty. Really, really, really guilty. He had no idea he was planning on taking her virginity. "I-I'm so sorry Chrysalis. I had no idea you- I'm sorry. I'll stop now." He was going to get off the bed and just leave, but he felt his arm get pulled backwards. When he looked, he saw Chrysalis grabbing his arm and holding on for dear life. "Please don't go!" she begged "I-I'm ok with this." He felt his jaw slack a bit. "Are you sure you want me to… take that from you?" She smiled and nodded. "Absolutely. You're really nice and kind and gentle. Besides, there are barley any changelings left besides me, and most would already have a mate."

Discord felt his brain crack a little. After years of being stone and constantly ignoring common sense, he really hoped it could help him through this right now. He got back on the bed and held her hind legs open wide as she laid back on the soft sheets. Chrysalis breathed heavily in eager anticipation. Waiting for him to drink from her and taste her sweet and tangy liquids, but that wasn't what he was doing. Discord held her left hoof delicately, and ran his tongue over the holes in her legs. He heard her gasp and then her breathing quickened. He dragged his tongue along the edge of the hole and then stuck it in and licked the empty space inside her hoof.

Chrysalis squealed and she had a giant dopey spread across her face as she felt Discord eating out her holes in her legs. The sensitive skin on the inside of the holes felt like it was being rubbed by a moist angel. She moaned and felt him switch hooves and he started eating out the holes in her other hoof. She cried out with pleasure as she felt him swirling his tongue inside of one of the holes. "Y-Yesss! Discord! Uh-oh! Ye-hes!" Her voice cracked as she yelled. Luckily Discord had for once thought ahead and put up a sound proof magic barrier in the room. He finally finished eating her holes and he heard her panting and breathing heavily as her mane was sprawled out all over the bed. Her eyes had shut near completely and the smile on her face had shrunk but was still there. "That… 'pant' was… 'pant' incredible."

The god of chaos smirked. "And that was only the beginning." He leaned his face into her marehood and smelt it. She was hot and he could smell the raging fire that he made from eating out her leg holes. He licked the outside of her mounds with his long tongue. Chrysalis smashed her front hooves into the bed and felt her back arch from the pleasure. She moaned as he slid is tongue in halfway and it was like a worm was wiggling inside of her. Discord dove his muzzle into her, and he heard her moan loudly and cry out in pleasure. Other ponies in the castle probably would have heard if it wasn't for the barrier. "Auuuuuhhh! Dis- Dis- c-cord! Yuh-es! Ah! Yes!" He lapped at her moist flower and tasted her juice. It was tangy yet sweet, kind of like vanilla actually. "Ah ha! Ah ah! Discord! Di-Discord!" Chrysalis felt him lick at her clit and she yelped. "Auuugh! Dis-cord! I'm… I'm gu-gonna cum!" He continued eating her out and hearing her yell his name.

'Go ahead. Cum my queen. Let me please you so.' Discord sped up his pace and slammed his tongue in and out of the changeling. Her loud and ever growing moans reaching their loudest as she reached her peak of pleasure. "AHHHH! DIS- DIS- DISCORD! DISCORD! DISCOOOOOOORRRD!" She heavily panted as she felt the amazing high of her first orgasm. Her forehead covered in sweat and her cheeks colored in a large red hot blush. "Auuu… Mmmm…" her moans of pleasure told Discord she had defiantly enjoyed the experience. He licked her juice from his muzzle with his tongue. "Mmmm! You taste like vanilla!" He rolled her over onto her stomach and snaked his head to her ear. "Are you ready?"

Chrysalis whimpered, but nodded her head rapidly. "Y-yes! Do it! Do it now!" He flipped her tail over her back and mounted her on the bed. She felt a new weight at her backside .Discord rubbed his cock at her already moist entrance. She shook with anticipation of what was to come for her virgin pussy. Then it slid in. His cock meeting her barrier and she winced. "JUST DO IT ALREADY!" She felt him hilt her and she screamed from the intense pain. Discord frowned. It always hurts the first time for females, of any species. He saw the tears streaming from her eyes and kissed them away. "It's ok Chryssie. It only lasts a few seconds. Just focus on the pleasure." Chrysalis was about to ask what he meant when she felt him nip her black neck and something fondling her clit. She gave a cracked up moan from Discord trailing his small bites down her neck and then back up. Meanwhile his tail tuft was rubbing her clit and picking up speed slowly. "Auuuuuuuh… yes… more…" she pleaded. He hilted her again and heard her groan in pleasure. Discord finally started going in and out and he listened to the loud moans Chrysalis was making.

Chrysalis grunted and then whimpered blissfully at her partner's giant cock filling her up and ramming into her over and over. She sunk her hooves deeply into the mattress in an effort to keep herself up, but she failed. Her upper body fell to the soft cushioning and she flopped her hooves and face into the fabric. "DISCORD! YES! FASTER! DEEPER! FEED ME YOUR LOVE!" Her eyes actually had tears of pure joy from how amazing the new experience of intercourse was for her. She felt her energy being drained by their activity while being filled at the same time by how much love she could taste from Discord. Discord finally stopped with his tail teasing, and held Chrysalis down by her front legs onto the mattress as he thrusts himself into her deeper and deeper each time.

Then in a flash of green flames, Chrysalis was no longer the one Discord was holding down and bucking furiously. In her place was a pink coated alicorn with pink, purple, and blonde mane and tail and purple eyes that were scrunched tight. The thing about changelings is, although they can control what form they can take, in a fogged state of mind they don't have a good hold on their powers. So their shape can change rapidly during such intense activities as sex. And this applied to the queen of the changelings as well. Chrysalis, as Cadence, hung her tongue out like a dog and panted. Discord hilted her again and she yelled before the flames once again lit up her body and changed her form to a familiar dark blue alicorn with a flowing mane and tail made of stars. "DISCORD! DISCORD! YES! BUCK ME! BUCK ME PLEASE!" the Luna look alike screamed. Discord slammed his hips against her again and she once again screamed and the flames consumed her and she was then an alabaster alicorn with a flowing pastel rainbow mane and tail and a sun cutie mark. "YES! DISCORD! AUUUUGGGGHHHH! HARDER! ~" Discord tightened his grip on the changeling's hooves and smashed them into the bed and himself into her. The Celestia double screamed and moaned before the green flames wrapped around her and slid away to show off a slightly smaller purple alicorn with a dark navy mane and tail with a magenta streak.

Discord didn't pay much attention to Chrysalis's constant shape shifting from one mare to another every time he could force his cock to touch the very end of her pussy. The feelings of this moment were too great to notice he was now plowing Twilight who, with another shriek, became a certain pink earth pony with a fluffy hot pink mane and tail and three balloons as a cutie mark. Did he want more than to just help this mare? Buck yeah! Why else is he putting so much care into this? So much love for her to feast on. So much passion for him to fill her with. So much bliss… he hilted her again and the yelling Pinkie Pie was then a butter yellow Pegasus with a soft pink mane and three pink butterflies as a cutie mark. Chrysalis went through the entire mane cast of ponies with each hard thrust, and the changing was becoming more frequent. From Fluttershy to Rainbow Dash, then to Applejack, then Rarity, and even a gray Pegasus with gold derped eyes and blonde mane and tail.

Finally, Chrysalis had gotten back her original form, but her barley even noticed with the draconequus that was thrusting into her from behind. "DISCORD! AHHH! I'M- I'M GONNA C-CUM!" "CUM WITH ME CHRYSALIS!" He jolted her harder and she cried out. "TELL ME! WHO IS YOUR KING?!" Chrysalis screamed, "YOU ARE! YOU ARE MY KING! AUUUGGGGHHHH! LET ME CUM W- AUUGGH- ITH YOU MY KING! PL- AUUUUGGGGH- EASE!" Discord leaned forward and had his upper body laid on Chrysalis's back as he thrust his giant cock into her faster and harder. He held onto her hooves with such tightness, Chrysalis would have felt pain if they weren't preoccupied. Her vaginal muscles were tightening and grasping at her lover's penis to keep it inside of her. The wetness of their sexes was now making loud slurping and slapping sounds against the fur and flesh. Their finds fogging, their eyes clouding, until…

"DISSSCCCCOOOOOOOOOOOOOOOORRRRRRRRRDDDD!"

"CHRYSAAAAALLLIIIIIIIIIIIIIIIIISSSSS!"

Her vaginal muscles clenched around his cock and tried to milk every last drop of semen from him. Discord's load filled her stomach and now Chrysalis was full in yet another way. Her stomach bloating slightly from his cum swelling inside of her. Discord thrusted one last time to get every last drop inside of her womb. Then they collapsed in a sweating, sticky, and smelly mess of exhaustion. Discord lay next to his lover on the bed as he pulled out of her and his cum leaked out from her messy marehood. They just lay there for a while, breathing heavily from the fatigue that was settling in. Finally Discord broke the silence. "Chrysalis…" Said changeling looked at his eyes and feared what he would say. 'I don't love you.' 'That was fun but I'm all finished so….' 'You look gross.' 'I used you now get out.' "I- I think I- might love you."

Her eyes watered up at him saying that, and she somehow found the energy to wrap her arms around him and kiss him quickly and softly. "I think I love you too."

They fell asleep there in each other's embrace and love. Two former evil villains, who just really needed someone to love and cherish for the rest of eternity. It didn't matter what came next or what obstacles would get in the way. They had a new purpose for life instead of conjuring Equestria…

…being in love.

FIN