A/N - Howdy everypony! This is the first installment of that side project I've been promising you all for so long. I'll warn you all now; this is going to be the most tame of the three that I'm going to be post. As always, don't forget to follow/favorite, review, and most importantly, try to enjoy!

The air was dank and filled with the pungent scents of mold, excrement, and death. The prisoners that were kept in these poorly lit dungeons were convinced that they would become their tombs. Counting the days had become impossible, since with the fall of the Royal Sisters, the entire planet had fallen into an eerie, perpetual twilight.

Not a one of the ponies kept here, guard, noble and commoner alike, had seen hide nor hair of any of the three princesses or the six Element Bearers since the cursed Queen had executed her coup in Canterlot. Rumors abounded amongst the stallions and mares imprisoned here, and one of the most popular was that they had all been transformed into changling drones by some twisted magic.

By now, all of the captives were aware that they were little more than food to the abominations that called themselves their masters. The cruel changling Queen had cast a spell on the entire dungeon, allowing any changling that entered the dark hallways to disguise themselves as one of their captives' loved ones, feeding off of their misplaced affection.

Sometimes one of these disguised changlings would take their victim away, bringing them back hours or even days later, looking drained and almost dead. Tales from those that could remember fragments of what had happened claimed that they were used for their tormentor's pleasure, being forced to satisfy their sexual needs in any way the changlings desired.

Several of the captive mares, and even a few stallions, claimed to have been the victim of a brutal changling orgy, where they would be penetrated in every way imaginable, sometimes by more than one male in a single orifice.

Such orgies weren't unheard of amongst the ranks of the female drones either, forcing a single male to slake the lusts of a dozen or more females at a time, until the poor stallion passed out from exhaustion, only to be revived and forced to continue the torture.

Three ponies had ended their own lives in the time that they had all been there, with the first being a mare from Ponyville who had run a sweets shop with her husband, a scrawny stallion who had been taken away and had never returned. By their own count, nearly thirteen more stallions and mares had failed to return from these 'sessions', their fate unknown to any save themselves and the changlings that had taken them.

Some lamented their fate to the heavens, others lashed out at anything and everything they could find to blame for their predicament, while still others did their best to simply stay sane in the hellish nightmare that had become their existence.

A small group of stallions and mares had tried an escape from the cold, dark dungeon, but all had been captured and dragged before their fellow prisoners. The changlings had tortured their prisoners, raping them, maiming them, and eventually killing them; disemboweling them alive and hanging their entrails from the rafters like garland and throwing their corpses into random cells as a twisted reminder to all of what would happen if they tried to escape. The first two to have been subjected to this savagery were the wealthy and influential Fancy Pants and his wife Fleur Dis Lee, the former of which having been the orchestrator of the attempt.

Little could these poor, damned souls know however, the horrors that befell the very ponies that they believed would save them from this Hell, just meters beneath their hooves…

Far below the Castle in Canterlot lay the crystal caverns, a long since forgotten labyrinth of stone and gigantic crystal formations that lined the mountain's interior. To a casual observer, the place would have been a marvel of breathtaking and unequaled beauty; but to Celestia, the spectacle before her was simply a reminder of her failure to her subjects and herself.

She looked around the well-lit yet gloomy alcove surrounding her, nestled deep inside the caves that would serve as a prison to herself, her sister, her adopted niece, as well as her student and her five closest friends. Hanging from small plaques across the alcove from the nine mares were five horns; two white, one pink, one a deep blue, and the last, purple. Celestia strained her eyes upwards, trying to get even a glimpse of the stump of her horn, or the black, tar-like substance that prevented it from regrowing. The once proud mare knew that save some inexplicable miracle, there was no way out of this situation.

"Well hello Celestia, it's been far too long, hasn't it?"

Celestia's head jerked up at the warbling, two-toned voice of the changling Queen. "Where is Shining Armor?! What did you do with him?!" Cadance's outburst had cut off any remark Celestia might have said.

The changling Queen smirked at the captive Princess of Love. "Oh, he's with me… or should I say, you…" in a flash of green fire, she transformed from her gaunt, chitin-plated form into an exact doppelganger of Cadance. "You see, I needed a constant supply of love, and your never-to-be husband was all too willing to provide it… The fact that he's just about the best buck I've ever had is simply a bonus. I hope you enjoyed him while you had him, Princess."

Tears welled up in Cadance's eyes. "Y-you're a monster!"

The Queen of the changlings reverted herself to her true form, a wicked sneer plastered on her face. "Oh, my dear Cadance, you haven't seen anything yet…" The pink mare tried to jerk away from the black, chitinous hoof that caressed her cheek, but it was no use; the green slime that bound them all prevented her from moving more than a few centimeters in a given direction. "Oh, and you may address me as Chrysalis… Queen Chrysalis! HAHAHAHAHA!" The Queen's wicked laughter reverberated throughout the caverns.

Chrysalis turned and motioned to one of the many changling guards that she had posted around the clock to watch her most valuable prisoners. The guard nodded silently and slipped away from his post. "What are you doing?! Where did you send your wretched subject?!" Luna's outburst only served to amuse her tormentor, who stood silently by while her drone completed his mission.

The nine mares all turned their heads as best they could when they heard an odd rattling sound echoing down the passageway that led to the small alcove they were kept in. Every one of her captives gasped aloud when the guard came back into sight, while three of them began to struggle against their bonds.

The guard tugged at the chain being dragged behind him, a chain which bound three fillies to him and prevented their escape. The poor, blank-flanked fillies whimpered as they looked around at the host of guards eyeing them with a feral hunger.

"Don't y'all dare lay one single hoof on my sister, ya hear?!" The once proud element of honesty's voice was half defiant shout, half desperate shriek, and all music to Queen Chrysalis' ears.

"Oh, don't worry… I wouldn't dream of doing anything… untoward to a foal. I do think, however, that a demonstration of what my minions plan to do is in order…" She looked at the mares bound to the walls of the curved alcove for a moment before her eyes settled on a familiar purple prisoner of hers. "Ah, yes… I do believe that Celestia's prized student will be a great help in this demonstration."

The Solar Diarch lunged against her restraints with an angry snarl. "What do you plan to do to my student?! And what do you plan to allow your vile minions to do to these poor, innocent fillies…" The former Princess tried to sound threatening, but her voice began to crack with worry for the fates of the three young fillies as well as her student, a young mare that she had come to regard as something of a daughter.

The evil queen smirked at her captive. "Oh, you will see in just a moment… Guards! Bring me the purple one and bind her well!"

Changling guards swarmed the poor mare as she did her level best to cower away from them, severing the bonds that held her in an iron grip as though they were paper. Twilight screamed and yelped as the dragged her roughly over to the changling queen, some of them holding her rigid while others secured her in place by excreting more of the green substance over her hooves and legs.

"Good, good… now for the final touches." Chrysalis was wreathed in the familiar green fire that signified a changling taking on a new shape.

Her captives were confused however, when the fire dissipated and no apparent change had taken place. Cadance was the first to notice what the changling queen had done. "Don't you dare!"

The rest of the captives followed her gaze, and all eyes went wide as they noticed the change she had made, nestled snugly between her hind legs; the queen had used her vile magic to grow a large equine cock for herself, the half-hard member slowly slipping from its sheath, revealing the shiny, green-and-black flesh of its shaft as a clear liquid drooled from its flared tip.

Twilight's eyes went wide with terror as she realized what was about to happen to her. "No, Please! Not like this!" She began to struggle to free herself from her bonds, but it was no use; the slime encasing her legs and holding her upright was stronger than steel and set in seconds. "Princess Celestia! Please, help me!"

The changling queen trotted up in front of the desperately struggling mare, and eight voices rang out throughout the cavern, all trying in vain to stop what they knew was coming. Chrysalis sneered at the group and her horn lit up. A bubble of sickly green magic formed around the mares, and their voices died down to mere whispers to the queen's ears.

"There… much better. That spell will allow sound to travel into the bubble, but not out… which means that you fools would do well to save your breath."

The changling queen turned back to her captive. "Now, as for you; you can either make this easy for yourself and try to enjoy it, or I will make the experience a living Tartarus for you." The tone of her voice told the terrified mare that the queen looming over her would prefer the latter.

Twilight hesitated, shying away from the large phallus as it grew close to her face. She could smell the musk pouring off the queen's hardened member, and somewhere deep down, something inside of her relished the aroma.

The poor mare shook her head, clearing it of the temptation, and pursed her lips shut. Chrysalis grinned evilly at her. "As you wish… Guards! Make her ready for your Queen!"

Three changlings swarmed Twilight; one prizing her jaw open while the other two spat more of the green goo on her, coating her chin and mane in the stuff before connecting the ends to her chest and back, effectively locking her jaw open. The changlings vanished as quickly as they had appeared, leaving their queen with her prize.

"Much better. Now, let us give your dear teacher a good show, shall we?"

The changling queen inched her hard horse-cock forward, rubbing the flattened head across one of Twilight's cheeks, smearing her drooling precum along it. She shuddered in delight at the feeling of soft fur beneath her sensitive shaft.

After giving the other cheek a similar coating of thick, musky precum, Chrysalis pulled back for but a moment before sliding her thick tool up to Twilight's gaping maw. Slowly, the queen slid her shaft forward, calmly filling her new fucktoy's mouth with her fleshy cock.

Twilight grunted and struggled against the invading member, but her restraints made it impossible to resist, forcing her to sit there and feel every millimeter of her captor's dick as it slid past her lips and into her mouth, to taste the salty-sweet precum as little rivulets of it dribbled onto her tongue, to hear the queen above her as she started to moan in pleasure.

The poor mare felt tears welling in her eyes as Chrysalis violated her mouth, trying to cry out against the invading organ sliding its way ever deeper, driving towards her gullet. Her pitiful outcry came out as strangled moans and groans, the vibrations inadvertently giving her captor even greater pleasure.

Chrysalis could feel her fucktoy start to gag as the flared head of her horsecock bumped against the back of her throat. "What's the matter, my pet? Is your Queen too much to handle?" Twilight let out a strangled sob, and Chrysalis grinned wickedly, glancing over momentarily at her other captives and relishing the looks of horror and rage they were giving her as they continued to shout at her through the noise-cancelling shield. "Well, since you've been such a good pet, your Queen shall grant you a boon."

The Queen's horn lit for a moment, and Twilight's eyes went wide as an odd sensation filled her throat before quickly fading away. "There, I have suppressed your gag reflex, so that you may feel every single centimeter of your Queen's magnificent shaft as it slides down your throat." Twilight squeezed her eyes shut once again as she felt the vile appendage sliding deeper into her mouth and down into her throat. The Queen's own eyes fluttered shut at the sensation of stuffing the mare's throat with her throbbing member. "Ohh~ it has been far too long since I've felt this… If the rest of you feels as good as this, I may just keep you for myself, pet~"

Twilight's eyes popped open as she felt something slap lightly against her chin. She looked in front of her the best she could, and she saw that it was her captor's shiny, black scrotum. Her lungs were filled with their musk, and she felt her mind dull at the aroma. "Don't try to fight it; that is a special changling pheromone; it works its way into your mind and makes your body burn with lust. I'm sure you got a taste of it when I first approached you though." The captive mare could barely hear her Queen's cooing voice above her.

Chrysalis rocked her hips back, pulling her equine cock out of her new servant's throat, letting her flared head rest against her tongue but for a moment before thrusting forward again, slapping her full sack against Twilight's chin as the mare moaned, fear and panic all but completely replaced with pleasure. She could feel her own pussy begin to slicken with her arousal, and she fought to maintain control of herself as the queen began to fuck her face.

The queen thrust slowly at first, allowing her pet a moment to adjust to her, but moved a little faster each time she dove back in, working herself into a frenzy as her captive's friends were forced to watch and listen as her cock slid in and out of their friend's mouth, to see the bulge it created in her throat, and to know that they couldn't lift a hoof to help her.

The Queen's pace suddenly became erratic, and she grinned. "Would you like your Queen to give you a special treat, my pet?" Twilight, mind fogged by the wretched queen's pheromones, moaned an affirmative, her addled senses wanting nothing more than whatever her Queen saw fit to give her. "Very well, prepare yourself for my royal seed!"

The queen rocked her hips back, leaving only the first few centimeters of her glossy, spit-slicked dick in Twilight's mouth. Without missing a beat, she continued thrusting. Suddenly, she let out a loud groan, and her captives and guards alike looked on as Twilight's cheeks bulged, a creamy, white fluid dribbling from the corners of her mouth as she tried to swallow down every drop of hot spunk spilling into her mouth and washing over her tongue.

The pheromone-addled mare's moans turned to squeals of pure ecstasy as Chrysalis filled her mouth and throat with her hot cum, the taste of which drove Twilight over the edge. Her knees buckled in their restraints as a flood of clear marecum poured forth from her aching pussy and ran down the backs of her legs, matting the fur to her skin.

Chrysalis grinned wickedly. "You see Celestia? I've only just begun, and already your precious student thirsts for my royal cum. I could leave her in this state and finish slaking my pent-up lusts… but, where's the fun in that?"

Her horn lit up its usual bright green, and Twilight's eyes flashed the same color. The mare shook her head as best she could in her restraints as the fog lifted from her mind. Chrysalis grinned at the mare, and walked around behind her.

Twilight did her best to look behind her, but it was no use; her restraints kept her oblivious of what the Queen was doing behind her. At least, until she felt a snout brush up against her glistening, exposed sex. She gasped at the sensation, and tried to call out to her mentor as she felt something hot and wet probing its way into her virgin tunnel, but all that came out were sobs and gurgles. She could hear the evil Queen moaning lewdly as she lapped and licked at her most sacred spot, defiling her in a way she'd never dreamed could happen.

Chrysalis lifted her head up from behind the captive mare, licking her lips and grinning evilly at her other captives. "What a wonderful flavor… I shall definitely be making you my own, pet~"

Twilight saw the others struggling against their bonds and shouting something at her, but she couldn't make out what they were saying. Her eyes suddenly went wide as she felt something broad and flat press up against her dripping vulva. Before she had a chance to protest, the Queen's already hard shaft slipped past her slick outer lips and delved into the hot, tight inner walls of her snatch.

"Mmm… such a wonderful sensation~" The Queen moans as she tilts forward, slipping further into the tight passage. Seeing her poor captive with her mouth bound open, an idea flits into her mind. "You there. Bring our… special guest, to me." The drone nods and wordlessly flies off, out of the cavern to a destination known only to himself and his Queen.

Twilight squeals and struggles as the invading cock slips further into her tight pussy, past the point where her hymen would have been had she not read about masturbating some months ago. She felt as the Queen's median ring slipped into her folds and brushed against her g-spot, forcing her to shudder in pleasure despite the fact that she despised every single thing about her predicament.

The poor, captive mare felt as her captor and rapist finally bottomed out against her, filling her to the brim with equine cock. "I see I haven't lost my touch at gauging the… depth of a mare…" She grinned wickedly as she pulled back, forcefully slamming her hips forward before repeating the process, not bothering to be gentle with her fuck-toy this time. "Oh~ I can't wait to fill your sweet belly with my babies~" Twilight squirmed even harder in her restraints as she caught her meaning, but it was in vain.

"My Queen, I have brought him as you asked." Twilight, unable to see what was behind her, could only guess at what horror the evil Queen had planned by the looks on all her friends' faces.

"My dearest!" Cadance's voice rang out from behind her. "Do you remember that threesome I promised you? Well, I found somepony willing to join us… I hope you enjoy her as much as I am~" Twilight's eyes went wider than they ever had and filled with tears as the pony Chrysalis had been talking to walked in front of her; her own brother, Shining Armor.

The stallion walked forward, a lewd grin on his lips, and kissed the purple mare, unaware that he was sliding his tongue deep into his own sister's throat. Twilight began sobbing, unable to do anything else in the situation, wishing the Queen would kill her and end her suffering. Shining Armor, thanks to the Queen's enchantment, heard not sobs of despair, but moans of pleasure.

Unable to cry out, or even move, Twilight is forced to watch as her own brother's stallionhood moves close to her face, and taste him as he shoves himself in her mouth, bucking wildly almost immediately. "Y-you weren't kidding Cady… this mare really knows what she's doing~"

Forced to feel her own brother unknowingly rape her, all the bookish mare can do is cry as she feels her the vile Queen pistoning in and out of her pussy while her brother does the same to her mouth. Eventually, she feels her brother and Chrysalis tense up, and something hot blooms deep inside her as the Queen groans in ecstasy while her mouth is flooded with a salty, sticky fluid. She cries harder as she realizes that her own brother just came inside her mouth, his cock resting there, forcing her to swallow his seed lest she choke on it.

Shining Armor, still panting, finally pulls himself free from his sister's mouth. "Wasn't that amazing dear? You go over there and rest while I have some more… fun with our friend here, then you can join us again when you're ready." Chrysalis told her thrall, still using Cadance's voice.

Twilight felt the vile appendage stuffed inside of her slowly recede, and eventually leave her. "Hmm… you know... I have never tried this one before…" The bound mare gasps as something hot and wet presses up against her tailhole. "Not bad… I think I'll try a little more~" The Queen's tongue continues to flit across her tight rosebud, pressing lightly, forcing it to relax against its owners will.

The dexterous organ presses harder against her, wriggling around as it seeks entry to a spot Twilight would never have thought could be sexual. The mare feels as the invading tongue finally breaches her barrier, sliding into her and probing around inside her, violating her in a way she'd never imagined.

"Yes… this will feel good for both of us, pet… I promise~" The Queen's tongue suddenly withdraws from her tailhole, quickly replaced by the now-familiar flare of her horsecock. Twilight screams out as she feels the flat, bulbous tip press against her, and enter her with a *POP* "Amazing~ I never would have guessed this pretty little plothole would feel so good~" To Twilight's very slight relief, the Queen of the Changlings doesn't immediately begin moving, allowing her stretched and abused rear some time to adjust to the invader.

The relief doesn't last long though, as the vile Queen begins to rock her hips, sliding in and out of her prey, taking her time and only sliding slightly deeper with each push. Twilight feels a slight pressure on her back as her rapist leans down. "Now… are you ready for the real fun, pet?"

Twilight can only wonder what she means, but her friends are forced to look on in horror as a clear, ribbed tube, dripping with fluid, slides from the bug Queen's green inner folds.

The tube curves down, angling itself towards its master's captive as though it had a mind of its own. Twilight mind buzzes with surprise as she feels something soft but pointed press against the folds of her abused sex, sliding into her easily thanks to the Queen's 'ministrations'. The object presses further and further in until it bumps against her cervix. She gasps as she feels it worm around inside her, seeking passage through that innermost barrier and into her womb.

"Oh, don't worry pet, this will sting for but a moment; after that, I promise it will feel wonderful~"

The Queen slides herself further into her fucktoy's tight ass as her ovipositor gains purchase, pressing its way through the clenched muscle of Twilight's cervix, causing her to loose a gargled scream as it penetrated deep into her body.

The remaining captives look on as something begins sliding through the tube; a greenish-black orb, and not a one of them has to guess as to what the orb is. The changling egg slides down the tube, bulging it out as it goes, and bumps against Twilight's stretched vulva, stretching it even further. The mare begins her struggles anew as it finally dawns on her what is happening, but her struggles are in vain; her bonds are far stronger than she could ever hope to break. The Queen's tongue lolls from her mouth at the doubled sensation of penetrating her captive's plothole with her cock, and her pussy with the ovipositor, a pleasure that intensifies as a second egg starts its journey through the clear, slimy tube.

The first egg presses past the meager defense of Twilight's already stretched outer lips and continues on, every rib in the tube flexing out as it travels and pressing against her inner walls. To a willing participant, this would be ecstasy, but to Twilight, there is only humiliation and despair.

Twilight can barely even cry out by the time the egg reaches the end of the tube, pressing against her cervix and sliding past with little more effort than it took to invade her pussy to begin with. Just as it enters, sliding out of the tubes end and coming to rest inside her womb, the second egg reaches her abused pussy lips. Twilight's mind has begun to haze over, and she hardly feels as the Queen above her jerks in her rhythm and suddenly spills a third load of her seed deep into her bowels.

"And now…" All eyes, save Twilight's, turn to the vile insectoid queen. "That… is the fate that awaits them!"

Even as Chrysalis points a hoof at the three fillies, all but forgotten in the horror of the Queen's actions, her minions descend upon them. It takes but a moment for the fillies screams of terror to be silenced and replaced with muffled gargles of pain as every orifice is filled, painfully so, by the minions of Chrysalis.

Chrysalis spits an off-white goo on her captive's restraints, wreathing her neck in magic like a leash and tugging on it. "Come Shining, I think we should have some more fun with our pet~" The stallion rises from the wall he had flopped against, and followed his Queen as she pulled a broken Twilight with her.

The mare that had once been Twilight didn't even hear the screams of the three fillies she had once cared so much about as she passed them, didn't see the blood running down their legs as their virginities were viciously stripped from them, didn't feel any remorse for their likely deaths at the hands of the changling drones.

Pet felt nothing anymore.