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Princess Chrysalis walked with her mother, Queen Pupa, as the only natural born female which meant that the changeling queen was nearing the end of her life. They were far beneath the den in a place only the queens were allowed to go, the sounds of their quiet clopping echoed off the wall, Chrysalis already missed the quiet drone of the males working around the hive. She kept silent watching her mother step with a slight bit of jealousy. Her mother was loved by all of her brothers even outside of her leadership they would look to her for comfort and love while Chrysalis was often feared as a harbinger of change for their quiet peaceful life.

The darkness in the den gave way to the great purple glow of a portal, its bright light caused the nearby stalactites and stalagmites to give haunting shadows that danced along the dens walls as if preparing for something wicked. Chrysalis shivered as she could feel the raw magic throbbing from the portal, "Mother? What is this?" She asked unsure of the purpose of the magical portal that was adorned with runes that she could not understand, the eyes of the portal revealed a place that was filled with fire and magma the sight of which sent chills down the young princess's spine.

"This, my daughter, is the truth of our survival. We are not a natural species to this world. If you ask the other ponies we're part of a corrupted plant, or monsters sent by Discord to ruin the lives of the Equestrian creatures. We are none of these, we were created by ponies older than this entire planet. Whatever creature created us has long since passed yet we require the nutrients of our home to thrive and grow, only a female changeling can pass through this portal." Queen Pupa said with a sigh before nuzzling her daughter sadly.

"I have given birth to thousands of your brothers, I have loved each and every one of them as my own children but you are my true child and I entrust the future of this hive to you. I have raised you to the best of my ability and I have faith that you will be a great queen. Once you step through this portal you will have to find yourself a mate, he will not be kind nor will he ever love you but you must pick a strong one because the future of your hive depends on it." Queen Pupa said before giving her daughter a kiss on the side of her chitinous muzzle. "I love you my dear Chrysalis, may you blossom into a great queen."

Chrysalis returned the kiss with a nuzzle, "Yes, Mother. I will succeed you." She wasn't one for affection but she would not disappoint her mother. She looked at the portal which seemed to beckon her in with its shimmering pulse. Chrysalis approached the portal, she poked with a hoof causing the entire surface to ripple and distort before dozens of tentacles reached out and pulled her in with a powerful grip. "AAAHH!!" She screamed while her mother watched passively, "Help me!" She screamed before the shimmering tentacles pulled her in entirely.

Pupa smiled, "Good luck, my beloved daughter." She watched as her flesh slowly started to become particles of raw magic, she stood smiled as her body started to dissipate and she could feel each and every one of her drones accept their fate as they too became one with the magic of Equestria. The hive was empty save for a single drone egg that rested where Queen Pupa once stood, a drone that would welcome her daughter to her succession as the new queen.

Chrysalis was thrust unceremoniously into the hot and arid landscape, she quickly got to her feet to survey her surroundings. Magma spewed from volcanoes in the distance illuminating the skies, bat-like creatures battled with monsters that could only be described as flying wolves covered in eyes. The ground beneath her was paved with bricks that seemed to be made out of compressed ponies that squirmed and writhed with each of her steps. She continued to follow the path to a large castle that ignored the rules of physics as portions of the castle floated in strange positions and creatures walking in the uppermost area would exit out of rubble near the bottom.

Chrysalis swallowed her fear at the overwhelming structure before approaching the broken keep doors, pushing the bleeding wood apart and entering the area. Once she crossed the threshold of the door she noticed a stallion covered in holes that had wasps emerging in and out of him. He turned toward her with his sunken eyes and smiled, "Another fool hoping to cling to the flanks of a powerful demon?" He chuckled, "I was once such a fool, so I will help you little fool. There are many demons that connect to this castle, each door is to their realm. Once you enter they will attempt to scare you or coerce you into making a pact with them." He said as a large wasp sprang from his back to buzz around Chrysalis' head.

"Do not be fooled by their antics. They cannot harm you no more than you can harm them until they make a pact with you. They offer great power but all of them have great cost, so do not be disrespectful for even though they cannot harm you directly they can seal you in their realm and wait for your body to expire." He pointed a hoof to the largest door in the middle, "That door leads to the strongest of all the local lords, those he takes under his wing are legendary. He is known as the Fallen One."

Chrysalis nodded, "Then I shall become legendary." she said as she walked through the largest door, and entered a forest as she stood before a equine form so large that she could barely see its head in the completely vast expanse forest she found herself in. She gazed up at the strange equine; its fur was midnight black with small spots of white that glowed like stars in a constellation as it peered down at her curiously.

"What a small little thing you are, Queen Chrysalis, nothing like you mother." The large equine demon chuckled, before opening its wings and blanketing the entire forest with a wingspan that blotted out the sky, the only light Chrysalis could see was that coming off her own wings. "Regardless, I can see that you seek my power in your greedy little eyes. Shame, your mother was such a regal figure and only asked for my love. You shame her presence by coming with so much hubris." The Fallen One said with a twinge of sadness in his voice as tentacles grew from his body to ensnare the young changeling foal.

Chrysalis dodged between the tentacles trying to escape the massive stallion, she leaped over a knot of tentacles before one of them suddenly lashed out from the ground and grabbed her hoof dragging her to the ground. More tentacles sprang up till she was trapped on the ground, she struggled against them as they started to tighten their grip. "Release me!" Chrysalis demanded loudly at the towering equine.

"In due time. I will allow my truly devout a chance at your tender flesh but I will not allow them to kill you in honor of your sweet mother." The Fallen One said as a pony erupted from the ground, the pony was completely green with a cutie mark that had a purple ball of flames on it. He was large and imposing with four large black and white-striped tentacles growing out of his back. He turned from Chrysalis and faced the large demon-equine before bowing as low as his muscular knees could go.

"I receive this gift in your honor, Fallen One." He said before turning to the captured changeling queen, "Queen Chrysalis wasn't it? I am Exotic Flame, my master has allowed me this play time with you. Please do forgive my lord for what I will do to you but.... I have a thing for changelings." Exotic stated simply as he placed his tentacles on her flanks with a passionate smile on his equine face.

Chrysalis shivered from the touch of the slick tentacles, "Let me go you freakshow of a pony!" She tried to use her legs to kick out at the strange green pony, her heart thumped in her chest as she could feel the tentacles slowly trail from her flanks to under her tail leaving a long wet trail of luminous liquid.

Chrysalis attempted to turn around and face Exotic but another spectral tentacle grabbed her neck and pulled down roughly causing her to be able to look at nothing but the ground. The four striped tentacles from Exotic started to rub around between Chrysalis's chitinous cheeks as the green stallion smiled, "I love the feel of changeling bodies, the hard yet soft contours of your kind makes me tingle all over. So much like an insect but mammalian where it counts." He spoke softly as his first tentacle started to press into Chrysalis's body, he stopped as he came to a soft wall of flesh that resisted his tentacle. "A virgin? Tch, how old fashioned."

Chrysalis squirmed as she felt his tentacle pressing against her thin wall of flesh, she laughed even as the striped appendage explored her body, "I'm not a virgin, but no pony is worth my lovely personal slice of heaven, you are just a pitiful revenant trying to scare me. I will not be-" She felt the tentacle slam through the thin wall of flesh and deep into her body as he started to insert another tentacle. "ARGH!" She grit her teeth through the pain and sudden pounding of flesh into her sensitive holes. "Stop that!" She growled as she trashed in her binding. Chrysalis was frothing at the mouth in rage. "I'll kill you! You shit green excuse for a demon!"

"Perhaps but that doesn't seem likely." Exotic said calmly as a second tentacle alternated pumping inside of the changeling, each time one of the tentacles would retract the other would slam against her cervix with the force of a stallion's buck. "My Master is correct, you are not as regal as your mother... You are like a petulant child." Exotic smiled before forcing a third tentacle in her soft changeling marehood.

Chrysalis moaned a little as her body was experiencing its first taste of any sort male attention as the tentacles started to wrap around each other inside her body creating a sudden feeling of fullness. "What are you doing inside of me?! Stop that before I get out of here and break those pretty little teeth of yours!" She started to channel her magic trying to draw in enough for a forceful blast but nothing came, not even a single sparkle from her horn. She started to whimper as she felt her body being stretched by the dripping tentacles and their strange luminous liquid caused her to feel a sudden heat as her body responded to the liquid.

"Oh it seems as if my master's gift is taking effect..." Exotic said as he watched her resistance slowly slip before his eyes, his grin only increased as he could feel her muscles contracting around his tentacles. His single free tentacle started to slide around her body spreading more of the luminous liquid along her ebony body. She shivered and moaned under the influence of his tentacles attention. He moved his free tentacle to her mouth as she moaned, "Now to really make you squirm." He said as she gagged around his tentacle while still moaning softly.

Chrysalis immediately bit down on the tentacle with all her might which only caused the invading organ to spray its luminous contents down her throat. She sputtered some of the glowing translucent liquid out of her mouth but it was already too late, her body felt weak and hot. She felt a burning lust slowly building in her as she pushed her hips back against the demonic tentacles. "Please..."

"Please.. what?" Exotic said with a smile, "Please make you into a proper little vessel for my own little pleasure." Exotic chuckled before grunting as he tensed from the effort of pumping more of his liquid into Chrysalis's drooling marehood, she moaned loudly as his fluid started to take hold of her body.

Chrysalis moaned feeling the liquid filling her up, she wanted to resist, to scream, to fight back against the glowing liquid but her body wanted more. "Please....mum prph....." She begged for more with the tentacle still in her mouth before moving her hips in tandem with each thrust of the tentacles inside of her sensitive body. The tentacles from The Fallen One slowly retreated into the ground freeing her legs. She looked over her shoulder while still sucking on the tentacle to see that the Fallen was watching her intently as his own massive shaft towered into the distance.

Exotic grunted before using his tentacles to quickly stretch her pussy out. He walked closer before his shaft slowly started to rise out of its sheath. Unlike his green body, his dick was striped white and black just like his tentacles. He shoved his length deep inside of her with all his might which pressed his tentacles to the edge of her walls as they were squished between his length and her soft silky walls of warm flesh. Exotic grunted from the tightness of her body as he started to thrust.

Chrysalis moaned from the pleasure as her first orgasm hit her body like lightning, she gushed the thick clear fluid out of her winking pussy, "Yesssph!" She moaned feeling the powerful orgasm, wanting more of the pleasurable feeling. She drooled around the tentacle as she sucked down more of the strange glowing fluids. Chrysalis didn't care if the fluid was dangerous or not-it tasted salty but it made her feel so good inside. Her wings started to buzz slightly as she rode the orgasm out as every part of her body became more sensitive, even the touch of Exotic's hooves on her flanks brought her closer to a second orgasm.

Exotic leaned down and clamped down on her hair in his teeth before yanking, hearing her moaning loudly beneath him from the sudden sensation. He could feel himself getting close to his own orgasm, grunted loudly channeling as much magic as he could into his tentacles. Each of the four tentacles glowed with an unnatural light as they gushed a far more concentrated liquid into her womb.

"AAAAAAAAAAHHHH!" Chrysalis screamed at the top of her lungs, she pushed the tentacle out of her mouth from the display. She bucked off the green earth porn before turning around. "MORE!" She screamed out with glowing liquid dripping from her muzzle, leaping upon him and immediately sat down on top of his tentacle-covered cock. It felt like a small cup of water on the forest fire that was her lust inflamed body. She started to rise and lower her hind hooves riding the male. She was so lustful as she growled. "Spin those damn tentacles!" She shouted in his face before lowering her entire body down and biting him in the side of the neck, his pained cry only aroused her more as she only clamped down harder on his thick neck.

Exotic Flame was surprised as he was suddenly under the smaller mare and his neck burned from the sharp changeling teeth that clamped tightly on him. The black equine's order surprised him so much that he started to spin those tentacles as fast as he could to avoid more pain. He could feel her body squeezing his cock with everything that it had. Exotic shoved his fourth tentacle into her body as she moaned into his neck from the pleasure, trapped with her contractions only pushing him closer to orgasm.

Chrysalis could feel orgasm after orgasm wracked her body violently as she rode the demonic cock while screaming in pleasure. She released his neck and moaned lewdly into the air as her pussy clenched against his throbbing cock. She shivered as the tentacles inside of her body caused her to coat Exotic Flame's lower half with both her own fluids and that of his glowing lust-causing liquid as both spurted out of her with each contraction.

Exotic grunted as his black and white-striped testicles tightened against his body. Sweat was beading on the edge of his muzzle as he felt his flare expand rapidly. The green male clenched his jaw as he felt the blissful wave of pleasure as he came from his penis and each of his tentacles filled the mare with everything he had, load after load came out of him till both of them were drenched in glowing fluids. The green stallion retracted each of his tentacles slowly out of her till they flowed into his back, his penis softened inside of the hot silk mare flesh as the lack of pressure allowed all of his fluid to pool around them.

Chrysalis growled, "Is that it?!" She shouted, still feeling a strong need as her vagina winked for more. "Grrrr, You started this you should finish it." She said, raising a hoof to stomp the face of Exotic but was restrained by a glowing tentacle from The Fallen One as he glared at her.

"You forget your place child, you were only a plaything for him. He is finished with your body and I am finished with your avarice and hubris clouding my realm. Be gone while I mourn for a much better changeling queen." The Fallen One said before his eyes flashed yellow and Chrysalis was once again standing next the strange wasp filled pony.

He turned and looked down at Chrysalis as his wasps started to buzz at her angrily, "The fool returns, I can see that you bear no mark of The Fallen One and you smell like a succubus den." The strange pony chuckled loudly, "Not so legendary, It seems." He watched as Chrysalis slowly stood up as the luminous liquid simply faded away leaving only her own fluids clinging to her chitinous body.

"The Fallen One is just a pervert that other perverts seem to cling to. I will not ally myself with such rubbish." She said with a small growl in her voice. "What can you tell me about that doorway filled over there?" She pointed to a large door that was framed in gold and silver. "Looks like a being that would have plenty to offer."

"Ahh the avaricious one,a very strong demon lord his greed and bounty knows little bounds. He is open to followers that take in his own greed, he is jealous and possessive. Many of the true ponies from your realm seek his counsel to improve their riches. Nations and entire worlds have been started with a whisper from his words. He is known as Midas for the mundane like yourself." He said as the wasps returned to his body, "A changeling like yourself would be able to build a nation easily with his resources." He grinned watching her consider the door.

"Hmmm. What demon have you align yourself with, Bee Hive?" Chrysalis asked, curious about the strange creature and still feeling the slight effects of the lust on her mind as she struggled to stop the wet noise of each of her marehood contractions.

"The fool is curious about me? I'm flattered, My lord and master is known as Bazul The Host of Swarms. I was weak and my bee's no longer lived long enough to provide for my farm. I invoked him and offered my soul for my family's chance to succeed. He proved his services and my original body became a hive for his children which have served my family for hundreds of years. My soul became this strange equine creature and I was posted to serve here until the demon lord that has rented me from my master seeks another to inform fools who come looking for power." He smiled, as a few wasps came out of ears and crawled along his head. "You are the second to ask about me, I'm.... happy." He blushed slightly and turned away.

After the effects from her early encounter faded to nothing but a slight arousal she stepped before the intricate golden door and turned to the strange pony. "Since you didn't tell me your name, I'm going to keep calling you Bee Hive. See you soon after I get this demon to accept me." She grinned wickedly and stepped through the portal.

Golden floors with rugs made from the finest materials filled Chrysalis's vision. She was stunned as magical lanterns made of animated diamond walked around the massive chamber. Opulence seems to ooze out of every new object her eyes glanced upon as she walked following the carpet. She started to see weaponry and armor being polished by some of the most beautiful mares she had ever seen, they were clad in silken dresses that would look more at home in a wedding ceremony than polishing armor.

Behind her a golden furred unicorn approached with the soft sounds of bells ringing, "Queen Chrysalis, I will attend to you, if you would like any drinks or snacks just whistle for me. I am Glowing Service, I am head maid for Midas." She said while walking a few steps behind her, She was dressed in a silk maid bonnet, she wore golden horse shoes studded with diamonds, around her neck was a platinum collar with the word 'property' written across it and a pair of teat piercings that held two small golden bells caused her to chime with each step.

"Thank you.. Glowing. Will you lead me to the master?" Chrysalis asked while looking over the unicorn with a twinge of jealousy, the unicorn was beautiful in every meaning of the word. Chrysalis felt dull and uninteresting standing near the mare,

"Yes Ma'am." Glowing spoke with a soft smile, "If we follow the carpet it will lead us to the throne room." She said keeping pace behind the Changeling, she noticed the splotches around her flank. "Queen, you have stains. Would you like me to clean you in preparation for the master?"

Chrysalis stopped in her tracks, "I shouldn't approach him like this. Yes I would be grateful for cleaning." She braced herself for the strange feeling of unicorn magic.

Glowing leaned close to the Queen flank noticing that the dried juices were concentrated around her changeling pussy, she started to slowly lick around the equine vagina. She continued to slowly lap at the fluids careful to clean each and every crevice. "Ma'am, you have such a pleasant flavor. I'm almost finished." Her tongue worked on her flanks with precision, she licked up every spot on the insect like changeling before returning to her now winking slit.

Chrysalis sighed in pleasure while she shivered from the sudden contact, "Couldn't you just use your magic?" She asked, feeling the large tongue exploring her tender insides. She wanted to tell the unicorn to stop but the tongue explored her with gentle quickness she couldn't bring herself to utter the words. She suddenly watched as six brushes floated around her, quickly smoothing down her fibrous main and tail. A large mirror hovered in front of her to show her reflection.

"Ma'am. I did use magic." Glowing giggled demurely, "I also thought my tongue would be preferable to traveling near the entrance for the bathing area. I hope my skills were to your liking, Ma'am." She said with a submissive lowering of her head but her face held that same graceful smile from before. "Shall we continue?" She said waiting for Chrysalis to continue forward along the golden corridor.

Chrysalis couldn't help but feel the infectious naughty yet pure display the servant was putting on. She walked forward before the corridor opened up into a large circular room with floor reaching up so far that Chrysalis was sure that there was no ending. Many of Equestria's intelligent creatures were gathered here; griffons were sitting around learning things about flying in formation, Earth ponies were being taught farming techniques and alchemy of demonic plants, Unicorn were taught both healing and combat magic.

"Welcome to the education wing, an area dedicated to teaching the souls gathered here everything they can possibly learn to be of service to the master." Glowing smiled and pointed to the left side of the room where Chrysalis's gaze was currently focused, "On this floor we have the basics of living and thriving in Hell." She pointed to the left side where dozens of large and strong ponies sat on large pillows. "The right side is for strengthening the mind for servicing the master in the field and growing his empire, while on the left side we have classes on the carnal nature of pleasing the master. Oh! A class is approaching..."

Chrysalis watched as many foals entered the area behind them, her mouth opened in shock as she realized that they weren't being led by a normal point but a changeling drone wearing a blue collar with sapphire stones in it. "Alright class, yesterday's lesson was one of differences between a buttplug and an anal dilator. Now we are going to learn about the differences in pleasing a mare or a stallion. In due time the master may ask you to please many of his guests during their meetings, so this is an important lesson." The changeling drone spoke before stopping in front of a muscular female earth pony with solid black fur, a diamond cutie mark, and dark purple mane. The mare smiled down at the foals gathered around her.

The drone smiled and began speaking again, "Now this is a female pony, if you are commanded to please such a being you want to take account of three key areas." He walked over to the black mare as she laid flat on her back against the large pillow which gave the entire class a view of her pussy. "Now to better please a mare you have to touch on her erogenous zones which are the flanks nearest to the cutie marks, the clitoris, and the inner thighs." He said before pointing to Chrysalis with a smile, "Occasionally we get ponies of the changeling race such as the Queen Changeling over there. We have similar erogenous zones but our inner thighs and flanks are hard."

The class nodded before a precocious white and gold furred unicorn filly walked away from the group before stepping behind Chrysalis, she stared at the thick black vagina with bright pink slit she stared at the slit before looking up at her puff black equine anus. "She really is just like us!" She shouted back to the class before leaning in to give a sniff of the changeling's sensitive parts.

The drone cleared his throat politely, "Morning Shine, I'm going to have to ask you not to disturb our guest or disrupt the class. I'm not going to lower your grade..." He paused for dramatic effect before continuing, "If you can show the class the proper way to pleasure a mare using your tongue. Since we are standing in front of Crystal Coal, you can put that curious mouth of your to use. Hop to it." He said with a voice that commanded obedience from all the foals around him.

Morning Shine squealed loudly and rushed to get to the black mare, her gold mane billowing in her hurry, she immediately leaned into the mare's open legs. She looked in awe of the muscular thighs and slowly started to lick between them, leading a long trail of saliva till her muzzle was hovering close to the large equine vagina. Crystal looked down at the foal and smiled, "I was nervous my first time with another mare too. Just dive in and know that each contraction and moan is nothing more than a song of pleasure. Now don't keep me waiting little filly." Crystal said with a wink before laying back on the large pillow and closing her eyes.

The first flick of Morning's tongue on the stallion left her smacking her lips from the salty yet sweet taste, she paused for only a moment before diving her tongue back inside feeling the wet warm folds of the mature mare slightly squeezing her thick equine tongue. She continued flicking her tongue upward till she felt Crystal's clit against her tongue, she started to move her head in small circles against the large nub.

Crystal leaned back and gave a soft moan that made Chrysalis both envious and curious in equal proportions, "Oh... Morning, so far..." Crystal moaned slightly, "So good but I need a little more intensity, like harder and flick your tongue along my clit a little more." She said before Morning Shine started to follow her orders while the class crowded around her, she rotated her tongue around the warm vagina as she could feel the pressure of the vagina winking and clenching around her tongue. Crystal started to moan louder with a flick of each of the filly's tongue. "That's the spirit, fuck me with your tender little tongue..." The class watched as a few unicorns took notes with their horns on floating parchment.

"Is this training common?" Chrysalis asked curious Glowing Service. She watched as the filly started to take licks in tandem with each of the winking, juices started to coat the muzzle of the young filly. Female juices dripped from her muzzle as she pressed her muzzle against the musky entrance to allow her tongue to explore deeper into the mare's body.

"Why yes, every male and female you see here is a servant to the master, each one of us exists for the sole purpose of pleasing our master. Once we complete our basic training we are allowed to choose an area of service to better excel at for our master. I was once like those little filly's, I chose to be my master's maid and as such rose high enough into the rank to be able to lead all of the maid in the castle and tend to my master's room personally." Glowing said with such reverence that Chrysalis felt almost jealous at her words. Chrysalis simply nodded, having enough of the show as her jealousy grew from the strong admiration she noticed that Glowing had for her mysterious master.

"Shall we continue?" Glowing asked with a small grin to her features as she awaited Chrysalis to tear her eyes away from the now orgasming mare and filly wearing a mask of the mare juices on her muzzle. "I'm sure the master grows weary waiting on your magnificent arrival." She said with a sweet smile on her face as Chrysalis started to step away from her to continue down the path, Glowing smiled widely, "Once we pass the living quarters then we will be right outside the throne room."

They continued to walk as the bricks slowly turned from being beautiful gold to a warm red color dirt that strange native fruits dangled from. The pair passed from a hallway into a beautiful garden filled with ponies tilling the land, frolicking between the trees and some were just sleeping together. "This looks like a normal pony village," She said before she noticed that in the middle of the homes as a single upright archway with bright red doors where the carpet ended being watched by U.S.A major in armor. The bear was being cared for by a dozen ponies that carted various foods to the creature, every so often he would lift the ponies, sniff them and put them back down.

"Do not mind Nova, he is friendly if a little confused, he has to sniff each of us to even tell who we are." Glowing said as they approached the massive creature."Allow him to get your scent and we will go to meet the master." She said as she was suddenly picked up which caused her teat bells to chime slightly, she was held gently between the massive star bear's claw as he took a curious sniff of her form.

Chrysalis watched as Glowing was put near her, the changeling queen looked up long enough to see the large pillar-like claws of Nova gently clasp her by the mid-section and lift her face above the ground. Chrysalis looked at the bear strangely; she had never seen an ursa major so close yet something felt peaceful about the creature as it sucked in air powerful enough to slightly pull some of Chrysalis's hair.

The Bear nodded before placing Chrysalis down and opening the door with a massive paw, the large creature even managed a polite bow as the pair walked through the door. Chrysalis stepped inside and noticed that there was a large tube in the middle of the room with thick glass. Inside of the tube was a female pony with red bat-like wings, a silver horn, a long almost lizard-like tail and crystal-like skin. Chrysalis looked in awe of the strange pony, she had never seen such a creature in her life and she approached the tube.

"Have you enjoyed yourself in my realm?" A voice spoke out to Chrysalis as a beautiful Queen changeling looked at her. The changeling was taller than she was and had beautiful green eyes, a slightly curved horn and a fearsome gaze, "I am Midas, the master of this lovely area. You have come to seek my seed, Daughter of Pupa?" The changeling said with a cruel smile on her face. Jewelry hung from her body as her magic pulsated outward from her horn.

"I did not expect a changeling to be a demon lord. It is a pleasure to meet you. I was under the impression that you were male." She said with a curious expression as the decorated changeling chuckled at her.

"I assure you, Queen of changelings, I am not one of your race. This is just a simple illusion of what you could become." Midas said as his voice distorted before the illusion simply vanished and crystals started to glow around the room which illuminated the room fully. In the back of the room was a circular room leading to a throne in the middle built for an equine body. Sitting on the throne was a silver furred male alicorn with a long braided white mane of hair that was studded with various gemstones that stretched across from the back of his neck to the bottom of the throne almost like a cape. Midas's eyes were solid black with two pupils that resembled those of a dragon, "So were you expecting someone taller?"

Chrysalis smiled at the demon lord as she stepped close to his throne and noticed that there was a small crystal pony filly that was nursing on the demon's shaft. She could see the stallions black and grey shaft sliding down her transparent throat. "Don't mind the help, she is simply one of the poor requesting my aid in the harsh economic times of the Crystal Empire." He said while keeping his gaze on Chrysalis. "We can still discuss business."

Chrysalis stared for just a moment before speaking, "I would like to prove that I am worthy of your seed." Chrysalis said before approaching the throne, a jingle caught her attention as she gazed about the throne room. There were smaller thrones with various changeling queens looking down at her. She could feel their gaze locking down on her as if she was nothing before them. The first one chuckled then the others started laughing at the top of their lungs.

"Prove you say? You come to my lair without bringing a single treasure to offer me, a single soul, or even to offer me a stake in your kingdom." Midas said, "These Queens each brought me something of note while you....you come in here like a decrepit beggar hoping that I would pump your loose hole full of my rich seed?" Midas leaned back in his chair with a groan before turning to one of the changelings with a grunt. "My advisors, what happened with your lineage? Did you raise such a plain pony with little manners or sense?"

A large Queen that radiated power as she looked down at Chrysalis, she didn't recognize the changeling but she felt both fear and a familial connection. "This is the child of Pupa, my hundred and seventh generation granddaughter." The queen spread out large butterfly-like wings with small patterns on them that resembled eyes. "Your mother was an amazing daughter and chose a path of quiet reverence. She was more like an ant queen rather than a force of nature but..." The progenitor growled, "You are not like that, I can see the greed in your eyes, you want to be here, you desire the power of Master Midas but you did little to prepare for coming here. Stupid pony."

Chrysalis growled, frustrated with all of the mocking laughter, "I don't want to hear that from some washed up excuse for a queen, I'm twice the pony you are and you don't even know it. I'm tired of hearing how great and noble my mother was, I'm not her!" Chrysalis screamed at the progenitor who just glared in response, "I'm Queen Chrysalis and if I have to fuck one of these demons to have my army then I will, I won't just toll away in the darkness like my mother! I will rule, I will sit on a throne and I will have my own slaves. Mock while you can but each and every one of you are nothing more than toys to a demon, I will be great and the name Chrysalis will be burned in your simple minds."

Chrysalis turned her noses up at the group and locked gazes with Midas, "I did not come here to be mocked by your flunkies, even someone as powerful as you should realize that they are not needed for a gathering of leaders." She grinned at him with a feral gleam to her eyes. "Let us speak as a future leader to a demon. Their presence ruins the magnificence of this moment."

"Hmmmm." Midas looked from the circle of changeling and down at the crystal pony currently licking at his shaft with amusement in his eyes. "I do feel that you may have a point, I do grow weary of their constant grabs for power." He waved his hoof calmly and the scenery around them changed, "There... now I feel more inclined to hear your words, Young Queen." He said as they were in a large translucent cube hovering around the living quarters, Glowing was now standing to the side of Midas while using her magic to wipe the semen from his cock.

"I'm looking to have my own brood, I am willing to negotiate for what it takes for that." Chrysalis said before giving a curt bow of her head. She watched as the both of his eyes locked upon her and glowed softly, she could feel him enveloping her with his magic.

"Your current future is one of weakness and isolation, you will be a sad shell living in the shadow of your dear mother." One of Midas' long braids moved with a mind of its own and poked Glowing Service on the side softly,"She is a tense guest, please... Service her fully." He said while continuing to speak to Chrysalis, "I'm not seeing much wealth or power in your future as is but.... I might be able to offer you something far more valuable than my seed would be."

Glowing service nodded at her master's command before causing the napkin to burst into the flames and vanish, Glowing walked behind Chrysalis with a large smile on her face. She placed her muzzle against Chrysalis warm slit, she snaked her tongue deep into the warm whole. "Mmmm.." Glowing moaned while Chrysalis shivered but didn't move in fear of offending the demon in front of her, her tongue was moving with an expert skill.

"S-So... What are you...OH!...offering?" She asked with a slight moan, she could feel the long tongue flicking on her tender clit as she tried to negotiate with the demon. Her legs quivered from the affection, "I'm not going to give-ah... You my soul or....mmmph... anything without a good reason..." She whimpered feeling weak under the unicorn's attention.

Midas kept a neutral gaze on the changeling queen, her discomfort brought a small grin to his face as he watched her squirm. "I offer you magical power that would rival everything short of a god. You would be a beacon of power to your ancestors. I figure it would be interesting to see them suffer from knowing they are not cream of the crop." He grinned while watching Glowing Service's head start to bob underneath Chrysalis's tails as she licked his guest with all the gusto that she has been trained to do since she was a foal.

"What are....fuck that feels good!" She shouted trying to stay focused as the first orgasm threatened to come while she spoke to the demon. She could feel that warm unicorn tongue sliding along her velvety folds with all the tenderness of a lover and the precision of a surgeon.

Midas smiled, "It seems my servant is doing a good job." Midas chuckled slightly and quietly stamped his hoof on the floor while speaking profane demonic words. He watched as Chrysalis's body started to glow and she trembled on the ground for a minute as her vagina started to close slightly and shift its shape. A long thick tentacle started to slide out of her hole, she shivered from the pleasurable feeling as she started to drool a bit. The Tentacle stretched till it was nearly between the elbows of her fore-hooves, she gasped as she could feel it swelling and twitching as it filled out, slightly bigger than her leg.

Glowing licked her lips in anticipation as she watched as Chrysalis' tentacle turned from a golden color to a solid black as it became a fully functional penis. "I am grateful to the master for allowing me such a pleasure as this." Glowing stepped close to the Changeling queen as Chrysalis started to stand, "My My...You're already able to stand after such a spell has been cast on you. I'm going to enjoy your stamina.."

Chrysalis looked at the pair with a growl, "What have you-" She grunted as two large black testicles formed rapidly which flooded her system with testosterone and caused her to noticeably start glowing a little more. She started to feel a hot, burning compulsion in her loins. A savage grinned passed across her face, "You've been flaunting that beautiful body, that silky personality, you remind me so much of my oh so loved mother. I want to break you." Chrysalis growled and turned her attention to the demon lord that was smirking at her. "She is all mine for the moment, right? Make her more suitable to my current form so I can enjoy your oh so annoying hospitality."

Midas chuckled at her words and let her rudeness slid off of his back as she glared at his maid with lust clouding her mind. "I think I could make her more pleasing." He simply waved one of his long braids as his magic started to cause Glowing's bells to jingle louder and louder as the gold started to shift and tighten becoming studded sapphire gems, "Just say grow, orgasm, shock, shrink, lactate, foal, and mare...then, little queen, and you might see something amusing." He said as two barbell piercings appeared on Glowing's clit and pushed out her labia open slightly which made each wink of her aroused pussy gush juices on the floor.

"Oh Master, this always feels so incredible." She said as she lolled out her tongue in pleasure before Chrysalis stepped in her view. She looked at the imposing changeling queen and blushed at the fierce gaze she was getting, "Queen Chrysalis, I am to provide you with full service if you would like I could-" She was silenced by Chrysalis gently putting a hoof over her muzzle.

"Grow." Chrysalis said simply as the sapphire gems glowed brightly with arcane energy. Glowing tears started to swell and droop slightly as the unicorn moaned in pleasure. "Grow." She repeated as Glowing started to quiver in ecstasy as her teats started to swell beneath her knees. Chrysalis grunted before walking around and poking the teats with a smile on her face, "Still a little too small, I want them bigger! Grow... Grow.. Grow....!" She repeated watching as the teats swelled to the point that her hooves no longer touched the ground.

Glowing felt a little nervous as she could no longer touch the transparent floor beneath her, She could feel the sapphire piercing pushing painfully against her body as she squirmed under that mass of udder flesh beneath her. A small look of fear passed her face as Chrysalis started to take flight behind her, "Let try another command on little miss perfect maid. Shock." Chrysalis said as Glowing felt the teats piercing sent painful yet stimulating shock against her nipples while the clit piercings did the same, she moaned from the pleasure as her open cunt clenched again.

Chrysalis was no longer concerned with the meeting and just wanted to see the unicorn break beneath her, she was tired of being yanked around by demons and monsters. This was her chance as she stared at the slightly agape and drooling pussy before her. She buzzed backward as she lined herself up to penetrate the mare. She flew downward as full force while lining herself against the mare, "Scream for me and JUST for me." Chrysalis shouted at the top of her lungs as she slammed into Glowing, her cock side into Glowing like battering ram.

Glowing leaned back and opened her mouth in a silent scream as the much harder changeling body slammed to her body with enough force to rock the floating cube. As her body started to register the sudden thrusting, she moaned as she was taken by the Queen, her now sensitive nipples rocked against the cool floor. "Yes, Queen. I'll scream for you!" She shouted as each thrust came savagely. She could feel the shaft stretching her deeply with the powerful bucking hips of the changeling. The painfully heavy weight of both creatures on her massive breasts only aroused her further, Glowing loved pain as much as she loved pleasure as she grit her teeth in pleasure.

Midas watched the scene with a smile on his face before calmly speaking, "Shock." His grin widened as both of the mares felt the current through their bodies, Glowing whimpered in pleasure while Chrysalis just thrust even harder into the contracting silky folds of the head maid. His eyebrow raised as he noticed Chrysalis's biting the mane of Glowing and mumbling the word 'shock' repeatedly causing the maid to scream out as she reached her first orgasm through electro stimulation.

"Grrrr. Not enough!" Chrysalis growled slamming to the soft folds feeling a wave of pleasure with each forceful thrust. "Shrink! Shrink! Shrink! Shrink!" She repeated in growl as the magics from her newly grown penis started to affect her mind more as she wanted to break the little demure unicorn in every way she could. She watched as the massive tears started to shrink down till they jiggled lewdly just in front of her knees, "Hm. This is more appealing now." She said walking around the pony while barely restraining the lust that was flowing through her body, Chrysalis could feel the demon's magic working through her as she lightly smacked Glowing's teats with her hoof causing them to swing slightly. "Lactate." She commanded.

Glowing moaned slightly as she started to lactate around her gem piercings, her legs started to buckle from the waves of pleasure. The with each drop that flowed out of her the unicorn felt more and more of her control slipping away from her mind, she reared back and gave a loud whiny before turning her rear to Chrysalis while wagging her rump in the direction of the changeling queen as her piercing shined brightly. She paused for a moment to look at Midas with love and admiration in her eyes, "Permission to be off duty, Master Midas?" She asked hopefully.

Midas smiled and gave a curt nod, "Releasing control restrictions on your mind and body." He said with a demonic bellow as Glowing collar vanished in a flaming burst. She started to glow as her limiter was released, runic tattoos around her body as she grinned in Chrysalis' direction. "Shall we continue the service?" She purred as her voice resonated sweetly. The two piercings in her clit shifted to become long golden chains that ended in silver bells.

Chrysalis growled loudly at the smug equine in front of her, she charged the still lactating mare before rearing up and positioning herself behind the mare. "I'll make you into a quivering pile of mare flesh below my power." The ebony colored changeling roared out while her wings buzzed angrily. She could feel her anger and frustration being transferred into her body as the magic caused her shaft to swell even thicker.

Glowing moaned as she could feel her walls being stretched as her bells chimed loudly, "Yess!" She screamed out while her silky soft hole clamped tightly around the shaft, "Fuck me, you uptight little cunt." Glowingly, she turned her head to look at Chrysalis with a grin, "Nothing more than mommy's little shadow? Fuck like you mean it." She teased Chrysalis with a condescending grin on her face, she chuckled wickedly as Chrysalis increased her tempo. The wet and vicious slaps of the Changeling's hips against her own caused her moist cunt to drip fluid on the milk covered floor.

Chrysalis sighed as Glowing's wet body drew her in with each and every thrust. She couldn't understand how such a demure little equine could be hiding such a raging slut beneath the surface. She moaned as slammed into the other female, the tightness was overwhelming as each thrust felt like Glowing was clenching her cock so tightly that she could barely pull out. The chime from the bells only increased their discordant noise from their thrusting. "I'll be the best you've ever had in your stupid life as a slave." Chrysalis growled wanting to do more to the smug mare, she wanted her to squirm and beg. Chrysalis' eyes narrowed as a cruel thought crossed her mind, "Lactate! Shock!" She screamed.in rapid succession while aggressively pounding the mare.

Glowing gave a whimper as her sensitive nipples started to tense from the shocks which only led to her milk squirting even harder as she lactated like a fountain. "Aaaaahhhh...." The pleasurable feeling only made her more aroused, as she rocked her hips against the invading member. The bestial aggression Chrysalis showed only served to make the mare more aroused, "Not enough... Hurt me, spank me, bite me, fuck me like I'm yours!" She screamed as her fluids trailed down her legs as proof of her arousal.

The black mare needed no invitation as she began her cruel plan,"Orgasm." She screamed feeling the silky walls close against her dick as Glowing quivered from the forced orgasm. "Orgasm!" She said while pulling her cock out of the glow, the long length of horse flesh was covered in juices as Chrysalis just smiled with her fangs showing, "Orgasm...Orgasm." She repeated before slamming her hips back inside with a powerful grunt, Glowing whimpered as her body twitched from the repeated orgasms.

Glowing whimpered out in exhaustion as her pussy was rocked by orgasm after orgasm, she felt Chrysalis slide back inside of her as each an every inch stretched out her walls to the limit, she whimpered as Chrysalis bit down against her neck with her sharp teeth. "Oooooh Yessss.... MORE!" She begged as before she felt Chrysalis's magic flow down to her piercings and tugged at them roughly, Glowing moaned softly as her legs felt weak from the rapid orgasms.

"You're looking pretty tired, maid. Why not keep going? Orgasm! Orgasm!" Chrysalis said with a cruel sing song in her voice as she pumped deeper into the female. She could feel her cock growing as she was more vicious to the female, she chuckled darkly as Glowing strained to bear her weight under the constant orgasms. Fluid pooled down between the pair as Midas smiled widely at the display.

He gazed upon the pair and watched his maid lewdly rutting with Chrysalis, "Hmmm. You seem to be pleasing our guests but you are boring me to tears. Let's shake things up. Foal." He uttered the command which caused Glowing's eyes to widen in fear.

Chrysalis was cock deep inside of the mare when she felt the mare's frame become smaller and smaller, her flowing mane started to retract as her feminine moans became softer and more child-like. Chrysalis grit her teeth as she felt the vaginal walls of glowing tighten around her towering shaft like a vice, she felt like the now foal sized mare was impaled on her length.

Glowing screamed out at the top of her lungs, "Yes! Now I can feel something! Fuck me you ugly black monster!" She drooled out as she used her front hooves to press her body against the hard length deep inside of her, she wanted to scream even louder as her much smaller frame could barely handle. The unicorn could feel her entire frame shake with each powerful thrust that rocked her body, fluids drooled from her little mare hole while she panted

Chrysalis grunted and started thrusting harder, her anger at the rude comments caused her magical cock to increase in girth which stretched the mare out to painful proportions. "Orgasm." She chanted between each pump feeling the powerful grip of the filly's pussy around her throbbing member, she would break the haughty maid as she thrusted inside of her with as much as viciousness as she could. She could feel herself getting close to her peak as Glowing whimpered and moaned beneath her, orgasm after orgasm left the female like jelly beneath her.

Orgasmic fluid pooled beneath the pair as Glowing continued to orgasm, her own juices flowed down her legs and left a small pool as they dropped beneath her like a river. She was at her limit. She grunted as the cock felt like she was trying to fuck a manticore in rut. Glowing was being fucked raw, each thrust coupled with Chrysalis' commands kept her weak and weary. Every part of her body that didn't feel sore was numb from the sheer force of the stronger and larger mare fucking her with all her might.

Chrysalis gave a loud whiny as she felt herself start to orgasm, her body tense as she gave on the last slam, fluid gushed out of her cock with enough force that she felt like her soul was leaving her body. She flooded Glowing's tight pussy as much of her seed poured out, coating her underside in semen. She pulled out with a wet pop as the flare struggled to slide out of the tight filly pussy. "Now you know your place." She pushed the foal over with a hoof before standing over her with her dick hovering just above Glowing's muzzle. "Clean me." She said before stepping forward so her dick slid across the maid's young muzzle.

Midas whistled amused at seeing his loyal servant worn out and at the mercy of a stranger, he watched as she suckled on the cock before speaking. "My offer is not one you can revoke. By willingly breaking my servant, you've accepted a demon's hospitality which allows me to do anything I want to you. I'm a fair lord and I only wish the best for your kind. I will give you greater magical power and stronger drones in exchange for love. You will have the ability to devour love and that will be sent directly to my realm. I will not...however, give my seed to you. You lack the proper etiquette to even arouse me. I will send you back now."

"Wait don't I ge-" Chrysalis felt a painful lurch before she was standing back at the warped castle without her magical cock or any of the fluid on her body. She felt a hole in her body, she hungered for something that she doesn't understand. She looked at the hive like a pony next to her. "Hmmm." She opened her mouth instinctively before breathing in a green fog that was pulled from Bee Hive causing the wasps and the pony to shudder and collapse on the spot. She felt his power and his love flow into her body, most of it faded away into the ether but she was satisfied with what little remained. "Well.. felt good." Her body felt absolutely orgasmic from the feeding, her knees wobbled slightly as her pussy throbbed from the feeding.

She looked around as Bee Hive lay prone on the floor, she didn't feel anything for the male wondered why for a brief moment as she waited for him to recover since she knew very little about the doors. After a few hours of waiting she noticed that the male stirred and started to stand up again, his wasp wasn't so lucky and crumbled into dust. Bee Hive's vacant look let her know that she would be getting little out of the male so she decided that she would just pick a door at random. Her luck with the stronger demon lord was less than spectacular.

She walked up to a smaller door that had plain wooden hinges and didn't stand out like the door for the other one. "Hmmm. I already have greater power, now I just need drones. Let's see what this door has to offer." She stepped through confidently.

The area looked similar to the area of the castle but it was far hotter and less pleasant, Chrysalis struggled to breath as she stepped on something that crunched under her hoof. Chrysalis glanced down and noticed that she was stepping on the bones of a pony skeleton. "Grotesque..." She muttered as she continued forward through the blazing area looking for whatever demon lord dwelled in this place, with every few steps there was another skeleton to behold. Chrysalis was already missing the lush forest of The Fallen One, the rich realm of Midas-this place seemed like a realm of just corpses, magma, lava trails and little else.

High in the mountains, a earth three headed pony-like demon awoke. Someone had entered his lair and he would face any threat to his rule. He rose up off the completely scorched ground and stomped over the bones of his last victims, His body was bright red like fire with jagged lines of bright orange tracing over it, his hooves glowed like living magma as he stamped over the bones of those that came to his lair, most of them were emissaries from other demons or messengers from cults trying to summon demons. He was Cere'Qul and he would have no one in his domain, the weak did not belong and the strong would only die slower.

Chrysalis looked at the mountain before her and noticed that there were hoofprints burned into the stone leading to up to the top of the mountain. "What a poor host, even The Fallen One at least showed up to meet his guest." Chrysalis wheezed trying to breathe in the painfully hot location, it felt as if she was in a furnace as she started to walk the trail. She eventually growled eventually growing tired of walking as she flapped her wings, ash and powerful bones filled her nostrils as dust was kicked up from the loud buzzing of her wings as she took to the air. She started to get high in the air as she realized that she was on a small island in the middle of a sea of bubbling lava, "Not really much for presentation.. hmm." She noticed a single creature at the top of the mountain, "Hey, Are you the owner of the place?!" She screamed down at the equine male who just gazed back at her dispassionately. "Ugh. I hope this isn't a realm of mutes." She complained.

Cere'Qul could hear the intruder yelling at him, he gazed at her carefully. She was a changeling queen, this was the first to ever come to his realm. He heard other demon lords speaking of how these creatures were supposedly protected by hell and he physically couldn't kill them. A grin appeared on his face as he realized why such a creature would be in his realm. Without warning he charged at her like a red comet as he cloaked his body in flames. He struck her with his full force before gripped her mane in his mouth and rocketed toward the ground with a fiery crash that sent bones clattering. As she tried to scream he placed a hoof on her chest, "Stupid pony. I am not bound by the hell accords. Do not think that you are safe here. Do not think that I care about anything. You invaded my realm because your crusty insides need demon dicks just to have your creepy children." He said while pressing his hoof down harder and increasing the heat on his hooves.

Chrysalis opened her mouth and attempted to suck the love out of the creature. She felt like she tried to suck down a void. The changeling queen choked on the nothingness from Cere'Qul while trying to struggle under the painful pressure that his hoof was exerting on her chest. She felt like the weight of a carriage was on her chest. She flailed her hooves against the large glowing hoof pressing her down before Cere'Qul released the pressure, she gasped in the smoky air as she slowly regained her breath. "What the hell was that for?!" She grunted as she slowly got to her feet, she was shaking from nearly suffocating under the pressure.

"Tsk." Cere'Qul responded before walking to the rump of Chrysalis and taking a small sniff, the three headed demon grunted before leaping on the hard flank of Chrysalis and slowly adjusting himself rubbing his slowly engorging phallus against her flanks, her hard yet flexible chitin felt cool to his warm cock as he grinned sinister at the mare. He could smell the spiritual scent of the other more powerful demon lord on her body. "What a slut, fucked around by the minions yet spurned from demon lords. What scum you are..." His middle head growled out while his other heads leaned over to take a chuckle mockingly at her.

Chrysalis ignored the mocking laughter, her concern was on having drones and this male was nothing more than a tool for her ends. If it pleased this demon to mock her she would just bear the brunt of his ego, "I am much higher quality than anything you've ever known." She said with arrogance and extreme confidence in her own abilities. "But if you wish to show you're better than the minions you're already failing since your foreplay is lackluster at best. Not even a quality bed to speak, no flowing servants or even a lovely forest. Pitiful." She mocked feeling both afraid and angry.

Cere'Qul growled loudly, how dare this mortal mock him in his own realm. His side heads leaned back and roared out gouts of flame. "You filthy thing, I'm going to fuck a hole in your soul!" The demon shouted before lining his cock with Chrysalis's entrance, aggressively slamming inside of her with his equine cock. He could feel her much softer body rock from the sheer strength of his thrust.

Chrysalis braced herself after nearly tumbling to the ground from the force of the first blow. She grinned to herself thinking at how easy this male was to manipulate. She moaned quietly from the stimulation, his girth felt comfortable inside of her already well worn body. She pressed her hips back against the male wanting every ounce of his seed to breed her wonderful and faithful drones, the wet slapping sound of their rutting echoed loudly in the wasteland. Chrysalis moaned a little louder, feeling the larger male taking long rough thrusts inside of her, each thrust became harder and more forceful as if the male had something to prove to her.

A wicked smile graced the changeling's face, "You know this reminds me of the first minion I've dealt with here. He had a better pace though..." She mocked before feeling Cere'Qul increase his tempo, regardless of all of his gruff demeanor Cere'Qul was just like the drones that competed for her mother's affection. She didn't have to put any effort into making him hers, it was almost serendipitous in nature as she felt his cock pumping deep inside her velvety walls.

Cere'Qul snorted loudly as he started to slide his cock out of the soft velvety hole that quivered with need, a smug smile crossed his muzzle as he waited till he could feel her walls pulsating around the very tip of his penis before he slammed in with full force. The equine demon didn't ease up his vicious thrusts. He wanted her to break, cry and scream under his assault. A soft moan reached his ears while his thrusts rocked the changeling queen beneath him. Cere'Qul lowered his three muzzles near the female's mane as each head took in the female's male and tugged viciously in different directions, he would hear her scream if it was the last thing he did.

Chrysalis felt the pain of her hair being pulled but it only made her moan louder, feeling like she was queen beyond equal by taming the demon above her. She clenched her feminine walls around the shaft as tightly as she could muster. The female felt like she was in control of the situation and after her previous experience dealing with the monstrous girth of other demons left her hardy changeling body acclimated to the vicious nature of demonic sex. "You....ah..." She sided as he managed to hit a nice tempo within her soft body. "can go harder! I wanna feel it." She said trying to egg on the brutish demon.

Cere'Qul gave a loud roar as his middle head bit down hard on the back of her neck, he relished the loud grunt of pain that came from her as his flat equine teeth applied enough pressure to leave small cracks on the nape of her neck. He held her in place as he slammed into her repeatedly, he could feel himself getting closer to his climax as he bit down harder. "Scream for me, you little broodmare." Cere'Qul's left and right head bellowed in unison while the middle head kept Chrysalis firmly in place.

Chrysalis could feel the throbbing pain in her neck but she couldn't care less as she clenched her pussy around the large dick inside of her, each inch that slammed inside of her was just one step closer to her goal of having her own army of changelings. She could feel his flare pressing against her cervix with each forceful thrust, "Come on, Red, show me how pent up you are. Let me take that need from you." She said in a sultry voice while she gritted her teeth from the pain in the back of her neck from the teeth, luckily for her the chitin on her body made what should be nearly bone crushing pain into a painful pinch.

"You will not mock me!" Cere'Qul growled, snorted and continued to slam into the female, the sheer tightness was almost painful against his infernal cock but he would enjoy this no matter what. His flame like mane whipped around violently as his flare throbbed from the effort before unleashing a large deluge of semen into the smaller equine. He gave a small sigh of relief as his seed filled her womb, the excess seed dripped from her marehood while trailing down her legs. Cere'Qul sighed and kept his cock deep inside of the mare as a few more powerful gouts of fluid flowed out of him. "There..." He said feeling proud of himself before pulling out of the mare and flopping to the ground in a tired heap, while he could fight thousands of enemies without breaking a sweat, sex always left him drained. "Bred like the whore you are." He chuckled tiredly to himself as this burning mane lowered to a small smoke cloud and his eyes started to close.

Chrysalis felt the unusually warm liquid churning inside of her body as she shook her mane, she had what she came for so she didn't want to bother with the brutish demon any longer than she had too. She scanned the area for the gate that would lead her home only to see it descend into the ground. "Shit..." She walked over to the area and started to scrape the ground with her hooves, "Dammit... Come back, you stupid little portal. I'm done here." The Changeling Queen said between clenched teeth not wanting to wake the slumbering demon. She turned to see that as Cere'Qul slumbered changed the entire landscape of his realm, she was no longer in the abysmal hellish landscape but inside a cold tundra with icy spires reaching to the sky. The frosty landscape only had one source of heat and that, much to Chrysalis's chagrin, was Cere'Qul's smoldering body. "This is just not my day. How on Equestria did mother ever put up with this?" She growled to herself as she stepped over to Cere'Qul and flopped across his prone form, the heat radiating near him kept the cold away.

Chrysalis thought to herself as she rested on top of the demon, she was excited to finally get the seed she so desperately sought after. She looked down at the peacefully sleeping face of her captor curiously, "So what's your story big fella? Just angry because you didn't get enough females here in the demon hovel you call a home?" She giggled to herself and took on a more serious expression. "I'm not sure why I can't leave but staying here with you isn't going to help me make my own kingdom." She opened her mouth and attempted to draw love from the creature-it was like trying to suck from an empty straw. "Not even a snack..."

The hours passed slowly as she rested, the pain of her recent experiences started to fade as the snow began to melt and Cere'Qul began to waken. Chrysalis looked down at him with a small amount of disgust; he snored most of the night, the occasional gout of flame from his muzzle and the more offensive smelling gout from beneath his tail caused the queen no small amount of discomfort. "Wakey Wakey...." She said with little humor in her voice.

The demon yawned, feeling much better from his nap as the snow gave way to lava and molten spires once more. "You are still here, Broodmare?" Cere'Qul bellowed with slight surprise in his voice as he started to walk toward one of the spires. "Hmph." The large stallion grumbled as each of the heads turned away from Chrysalis and focused on the spire ahead of him.

"I have a name, It's Chrysalis." She said tiredly, "What is your name?" She asked not really concerned with the monster's name but rather trying to keep him in a good mood since he could truly hurt her if he pleased. The dismissive snort from Cere'Qul was the only answer she received as she followed him. "Ok. The silent type, ``Let's try this demon way." She gave a very large smile and graced her face as she decided he would be her plaything until the portal came back. "So how do I measure up with the other changelings you've rutted with?" She asked with a smug smile on her face.

Cere'Qul was thrown off balance with the question to the point that the very plane around them stood as if frozen in time, even the lava falls ceased to move for a second before he regained his composure. "You really going to ask this? You changelings really are sluts for a demon's pleasure and my name is Cere'Qul. I've not had another changeling or changeling queen, only a few occult fanatics every few years manage to summon me. Usually thinking that I am the fallen one or one of the demon lords." He said with a dismissive snort, he didn't want to admit that it had been several hundred years since such an accident had occurred.

They had reached the bottom of the spire and began the slow ascent to the top, "So how do I stack up to the mares you have had?" She asked, hoping to keep the male talking to ease the boredom of being trapped alone in the desolate landscape with the three-headed demon pony. She walked closer to him as she stared at his body; he was a strong looking stallion with fierce equine features on his bright equine body which resembled a living volcano with its dark earth tones trimmed by lines of living fire that trailed over his body. Chrysalis wondered why this demon picked such a terrible landscape to be his home but decided not to push her luck with the much larger male.

Cere'Qul stopped near a cave mouth before speaking, "Out the mares I've had, your pussy is a little on the loose side but you're a lot more durable than them and your spine didn't shatter from my bite. I can get more uses out of you than I probably could with them." He said before flopping down on a small pile of soft ash."Enough talking. You came here to fuck and you're doing more talking than fucking. Suck me off." He said expectantly before laying on his back.

Chrysalis stepped closer and took a curious smell of the cock that only hours ago was inside of her. She expected the normal equine musk from the male and that of her own scent together but she smelled nothing. "I guess that heat of yours keeps you clean." She said but noticed that the fiery stallion started to growl, "Fine Fine. It's not like I came here for anything else anyway." She said before looking at the cock in front of her and the three heads staring at her, the cock didn't have the sheer heat that radiated from the rest of his body like a campfire.

Chrysalis lowered her head to the flaccid member in front of her and started to slowly lick at the folds of skin that dimpled inside of his sheath, her tongue tasted salt and ash on his penis as she started to press her long, dexterous snake-like tongue deep into the folds as she felt his length start to push against her tongue as she watch him slowly start to harden around her tongue. Each of his heads had a look of surprise on them before they noticed her watching him, he quickly changed to an expression of bored dismissal.

The split second taught Chrysalis more about the fiery demon than any conversation would have; she guessed that he wasn't used to someone willing to fuck him. Chrysalis took it as a challenge as she started to wrap her muzzle against the growing erection, her tongue flicking along his length as she thought about the little lessons she witnessed in Midas's realm. She continued to suck on the tip as hard as she could while flicking her tongue on the stallion's urethral opening. She would make him burn with desire for her touch before the day was over.

The male gave a pleasurable growl that was more home on a bear than an equine of any sort. He closed his eyes to be better focused on the feeling of Chrysalis's nursing, each flick of her tongue sent shivers down his burning mane. The tightness of her mouth made their earlier rut pale in comparison-he wanted more but he was afraid to just take her then and there. Cere'Qul felt that any movement on his part would ruin the magic of what the changeling was doing with just her mouth.

Chrysalis could taste the seed of the male in her mouth as she flicked her tongue over the tip, she could feel the warmth of his excitement as her tongue flicked against the curves and contours of his fully erect shaft. She bobbed her head slightly faster on the tool in front of her. Each movement of her head caused more salty juices to leak into her mouth as she suckled him deeply. She flicked her gazed up at the male before moaning softly; everything she did was calculated to make the male weak to her touch as he opened his eyes and returned her gaze.

Cere'Qul felt the vibrations of her moans and each of his three heads broke out in a smug grin, his ego told him sweet lies about his virility and charisma winning over the mortal changeling in front of him. He watched as her head slowly moved along his length while her serpentine tongue teased the tip of his cock in ways Cere'Qul never experienced with his victims. His eyes were focused on hers while she worked his tool, her figure painted an impressive figure for the stallion as Cere'Qul's fluid slowly drooled out of her muzzle and down her chin in thick strings. Cere'Qul's gaze was locked as she pulled off his tool with a seductive grin, slowly flicking her tongue across her muzzle removing the trails of his seed.

Chrysalis was careful to keep her gaze on him while lowering her head until the cock was towered over her gaze, she leaned carefully into the shaft to avoid her horn from ruining the moment with its sharpness. She rubbed her muzzle against his large testicles feeling the warmth from the orbs as her tongue gave slow meaningful licks to the prone stallion, his sack tasted vaguely of salt and ash but with each flick of her tongue Cere'Qul's cock twitched in excitement.

Cere'Qul could only see the horn, back and wings of the mare but each flick of her tongue sent shivers through his body, the stallion could only grit his teeth to keep himself from moaning loudly. Her tongue coiled against his sack as she unfurled the full length of her long snake like tongue around his orbs, she took her time trying to make sure that he was dripping with her saliva. She grinned widely as she could hear the muffled moans of the male near her, "You don't have to be so quiet, it's just the two of us..... Unless you don't like what I'm doing to you." She purred teasingly before sliding her tongue along his shaft while gazing at him seductively, his gaze met hers once against and she could only see his need for her touch spread across his face.

"D-Don't stop, w-whore." Cere'Qul said with a slight stutter as he watched her reaction. He wanted to keep up appearances of an imposing creature but the changeling's effect on him couldn't be denied. He wasn't growling, roaring or attacking the mare but now he was waiting in expectation for her to make another move. His patience was rewarded as the mare slipped her mouth over his shaft once again, he could feel the moist warmth of her mouth as she enveloped him with her mouth.

Each slurp of Chrysalis's tongue caused Cere'Qul to shiver much to Chrysalis's enjoyment-for once she didn't feel like she was the victim but the dominant partner. She pressed her head against the dick feeling the pressure against her narrow throat, forcing her head down further suppressing her gag reflex as the cock slid deeper with every movement. Chrysalis had seen her mother reward stronger drones with the very act that she was doing now, she finally understood why her mother was so loved if even demons buckled to the treatment.

Cere'Qul could feel his body getting closer, wanting to mark the mare beneath him with his seed. He grunted as he felt the rush of his nearing climax, two of his heads leaned back and snorted out flames as the mare continued to slurp lewdly on his shaft, "Remove your mouth, changeling." He ordered as she slowly moved her head off the tip with a wet pop. Cere'Qul couldn't contain himself for a moment longer as a forceful load spray directly against her muzzle.

Chrysalis coughed a little as semen covered her muzzle, some of the sticky substance managed to find its way into her mouth, nose and hair. She could taste the bitter salty as she moved her tongue around to clean the front of her muzzle. She smiled down at the panting male before deciding to push her luck, she was already tired, sore and feeling extremely proud of herself as she fluttered above Cere'Qul before descending on top of him so that she could feel his intense body heat. "You don't mind if I rest here for a moment? I'm looking forward to round two while we wait." She half-lied about her excitement, she was more interested to see how she could have the demon dancing in her hoof before she left.

"Fine, take your rest. I would like to see what you can do with that whole hole of yours now that you've learned your place" Cere'Qul said with a pant, he wouldn't dare tell the mare that it was his first time receiving such powerful pleasure from a mortal. He watched as she nuzzled against him, her muzzle getting semen on his chest but he would tolerate it because her chitin covered body felt cool against his heated body. He felt something for the female that he wasn't used to and his mind began to wander in such ways that outside of the spire grass began to spring up.

Chrysalis rested for just a little while before she started to climb off of the other male. "Well I feel adjusted enough to continue pleasing you in each and every way you desire." She said gently stroking a smooth hoof across the other male's chest with a hungry grin on her face. She would make her mark on the male soon. She gazed over his form with a smile on her face, regardless of his behavior or his smell the demon was easy on the eyes if nothing else.

"So what type of mares really interest you?" Chrysalis said with a teasing lick of her long tongue across the male's muzzle. She could feel the heat rising in him as she started to coax an answer out of him, her large green eyes and long lashes fluttering teasingly.

Cere'Qul grunted and turned his head away from her-he wouldn't give her the satisfaction of watching him blush at her affection. "I like them curvy, well built and pleasing on the eyes, large milk filled teats and a dark coat." The large Stallion grunted while starting at the walls, refusing to meet her gaze.

"Oh really? I didn't take you for the type." Chrysalis grinned before rolling off of the much larger stallion and glowing, she was itching for a reason to use the magic given to her by Midas. Chrysalis closed her eyes and focused on the image in her mind, a large mare, midnight black fur, large black wings, a cutie mark of a mirror and a luxurious gray mane.

A powerful rush of green tint magic shot out of Chrysalis in a shock wave as she was enveloped in a pillar of green light that bathed the room in the bright tint of her magic. Chrysalis could feel her change rapidly as she took on the form of a draft horse, her muscular yet soft body stood at the size of an alicorn, her rump was thick with a her puffy black pussy was draped by a long silky gray tail which matched her braided gray mane. She stretched out her long black wings which touched both sides of the cave wall. She smiled as the green energy dissipated, allowing Cere'Qul to gaze into her light gray eye but his gaze was fixated on the pendulous teats which wobbled only a few inches above her knees.

Cere'Qul's jaw hung limply watching the swift transformation, he had heard of the abilities of a changeling but to witness the event in front of him was too much for the normally stoic male. He rolled to his hooves and approached her, his nostril flaring up to take in her scent. Chrysalis no longer smelled like a changeling but like an older male fresh from a bakery, nothing about this made sense to him as he couldn't detect anything about her former form but the smug grin she wore.

"What do you think?" Chrysalis teased in a voice that resembled a deeper tone of the princess of Equestria. She was now only a few inches shorter than Cere'Qul himself which allowed her to look in the eye as she nuzzled her head against him, allowing him to feel her fur and soft body as she flicked her tail in his direction. She wanted him to get the full smell of her feminine scent, she chuckled as she watched his muscular body stiffen from the smell.

Chrysalis chuckled while Cere'Qul circled her, she gently flicked her long flowing tail into his face with a small chuckle. "I'm waiting." She coaxed the male with a good-natured smile as she felt his muzzle sliding along her back till he reached her flank, the stallion gave a light bite which caused her to wince through her smile.

Cere'Qul felt proud of himself to have wooed such an interesting creature after such a rocky start. He stomped his foot causing the sound of his hoof to echo through the cave. There was something he couldn't understand and that was the fact that his face felt warm with his blush. Something about the mare interested him but he couldn't figure out what the gnawing feeling in his chest was.

"Well you've been talking big for a mortal whore, now show me what you've got." The stallion grumbled slightly.

"Yes, Siiiir." She purred out the last words out before moving in front of the male and shaking her rump in his face, "Hope you can keep up." She said with confidence as green arcs of magic flowed around her while she moved her tail to the side allowing Cere'Qul a view of her inviting holes.

Cere'Qul didn't need a greater invitation as he leaped upon her larger form with fervent zeal as he pressed his half hard cock against her black lipped slit. He started to buck his hips as his long endowment slapped against her rump until he felt the tightness of her walls grip his tip as if Chrysalis was trying to draw him into herself. The tightness was far more intense than her basic form. She moaned slightly as he pushed himself further and further inside of her till their hips met.

Chrysalis pushed her hips back against his thighs, warmth on her back felt like a hot warm blanket. She raised an eyebrow before turning her head to look at the male, closing her eyes for a moment before focusing her magic and shifting her inner walls to the point that she was milking him without moving an inch. She could feel every pulse and throb of his cock as she continued to use her magic. She could feel the warmth of his breath as he placed his head down against hers.

Cere'Qul felt like he couldn't control himself as he nuzzled against her. He enjoyed the intimate embrace for a moment before drawing his cock back and slamming it forward once again, the milking and the tightness was overwhelming but Cere'Qul wanted the moment to last. With a loud snort he began to slam inside of her with greater force. Cere'Qul could only smirk as he felt the wetness of the mare already starting to coat his cock as he increased his tempo.

Chrysalis moaned loudly as she rutted with the male, "Don't hold back, show me what a real demon can do." She moaned out the words to greater appeal to the proud stallion nuzzling her constantly. She clenched her body around his length while pressing her rump to meet his forceful thrusts. The male may have lacked the otherworldly charm of Midas or the mysterious presence of The Fallen One but she would admit he had more enthusiasm.

Cere'Qul snorted loudly and leaned over to bite on the feather wings of Chrysalis's shifted form- he would claim her with each and every thrust. Their mixed fluids flooded between the pair as his juices flowed out from along each of her legs in thick rivers of fluid. He could smell her excitement which only spurred him to thrust harder as each moan, every breath and every twitch of her body was a symphony of lust that the demon was conducting in his cave.

Chrysalis bowed her foreleg and lowered her head so that Cere'Qul could get a better purchase against her inviting body, the pain in her wing was only a minor inconvenience compared to the rush of using her magic so flawlessly. She grinned and tightened her muscle around his shaft, "Come on, big boy." Even in her larger form the sizable girth of Cere'Qul touched every bit of her tunnel, she moaned softly before turning to look at him with his mouth still tightened around her black feathered wing. She smiled and blew him a kiss as two of his three heads blushed back at her.

Chrysalis's smug smile started to break the normally stoic male as he felt something bubbling inside of himself. He drew in the feelings that he felt welling up inside of him, he felt heat course through his body as he pumped into her. Cere'Qul's muscles started to bulge as he continued to feast on the emotions flowing through him, his flaming mane and tail expanded and coated much of the room with their heat. His eyes narrowed as he increased his grip on the wings while his other heads reared back into a long whinny.

The room was bathed in the orange-red glow of flames but while the heat was intense but it didn't seem to burn the black mare. The sudden heat was surprising to the mare as she didn't feel a burn but a natural warmth that coated her like a warm blanket. She grinned before deciding to spur him on more, "Yes... Fuck me! Make me feel it to the core!" She shouted as she felt her entire body shake from the already forceful thrusting.

Cere'Qul needed little more than his own enjoyment to spur him on but her words felt strange but good. He wasn't sure what it was that made him feel so good about the mare but it was irrelevant to the massive amount of pleasure that he felt inside of the other mare. Something about her behavior made him feel special as his large testicles started to slap against her thighs. He felt closer and closer as his body continued to change, feeling another long shaft growing from his sheath.

Chrysalis felt something strange prodding her flank before feeling the larger male shift his weight on top of her as both of his side heads leaned down to each side of her, "I want to hear you beg for it." Both of Cere'Qul's side heads uttered in unison, she smiled and winked at one of the heads which blushed profusely. She felt the cock poking at her flank before coming to a rest at her puckered tail star. She grit in teeth in preparation before she felt him press his cock against her tight midnight black-colored anus.

Cere'Qul managed to line himself up with both her holes with a grin as his middle head removed its grip from her wings she was already bowed and beneath him, a fierce part of the stallion wanted to see the mare's expression. He slammed in both of his shafts at the same time with enough force that Chrysalis slid along her forelegs and back hooves from the impact. His cock was buried to the hilt as he witnessed exactly what he wanted to see from the haughty and smug mare beneath him. Chrysalis squealed loudly with her head back, her mouth opened in shock as she felt her swollen lips spread at the same time as her little black star.

Chrysalis's magic was focused on her pussy and she felt every bit of the pain and pleasure of having her asshole stretched to the limit by Cere'Qul's endowment and his passionate state caused his magic to flow through her causing her to be as much in lust as he was. She leaned back before letting loose a scream of pain and pleasure while the male continued to buck his hips, each pull out stretching her holes more on his nearly flared cocks while each push back squirted his seminal out of both of her holes. She moaned earnestly in tandem with the thrust as she started to be affected by the large stallion forceful thrust.

Cere'Qul matched his thrusts with the push back from the mare beneath him, each time causing her large teats to swing with the force. Her thick frame wobbled in such pleasing ways that he couldn't hold himself back. He snorted out a gout of flame as he could feel himself reaching his peak and feeling something more for the mare. The way sweat covered her body which caused her midnight black fur to glisten brightly against the flames around the cave only spurred him on as his left head leaned over to kiss her mouth while the right head moved to tug at her ear with firm but gentle bites. For the first time in the demon's life, Cere'Qul cared about the pleasure of another being besides himself and he was excited at each moan, each sigh of pleasure and every quiver of the female's body beneath him.

"Yes... This is what I'm talking about! This is what I've been seeking! Breed me!" She shouted just as fiercely as any demoness Cere'Qul had ever met. She clenched her muscles around his shaft as hard as she could, her own juices coated his lower shaft while her swollen donut took the sharp pain of his nearly fully flared cock like a champion. She grinned as she felt on top of the world, even being ravaged in a cave did little to sour her mood as she had the demon under her control and so close to taking the seed of a demon but little of that mattered in the joy of the moment. She squealed as she felt a powerful orgasm rocked her body. Chrysalis was twitching as pleasure flooded her mind, body and soul while the brutish stallion over her continued to rut her sensitive parts like a jackhammer.

Cere'Qul leaned back with each of his head, the left still had a line of Chrysalis' saliva that trailed from it as he felt his own orgasm hit him harder than he could remember in last few thousand years, flames spread from his body so violently that it covered the entire cave and rolled down the side of the spire. Both of his cocks flared widely as his seed poured deeply into the female. He could feel part of his magic flowing into her with his seed. The stallion normally would have kicked the female off of his flare for added pain but with Chrysalis he felt content to enjoy the moment as his side heads lowered. The right started to kiss her while the left head gently licked at her ear, The middle head was focused on nuzzling Chrysalis's gray mane which still smelled similar to baked goods.

"H-How was that wh-" Cere'Qul didn't want to say whore, something about that didn't feel right... not after the experience he had. "That was good, sl-" Even that sounded wrong to Cere'Qul.

Chrysalis could feel that his dominance was important to him, instead of striking him down verbally she would cultivate the feelings she could sense growing in him. "I greatly enjoyed myself and once I can feel my rear working again... I'll show you how much I enjoyed being yours." She purred in the same matron-like voice the form afforded her. She raised her eyebrows in surprise as she heard the larger male chuckling from her words.

Cere'Qul's twin rods softened before sliding out of each of the changeling queen's holes with a wet pop, the soft splashing of the pair's mixed juices hit the floor as Cere'Qul's dicks hung limply beneath him while they slowly retracted in his sheath. Cere'Qul snorted a gout of flames as he watched Chrysalis's body quickly tighten back up into their original state. The stallion couldn't help but be impressed by the changeling's resilience to the savage rutting he just delivered.

Chrysalis allowed herself to sag into the puddle of juices below the pair, her body felt exhausted but the feeling of satisfaction of having the male go from a raging beast to an affectionate monster. She turned her head and stared at the male for what felt like an eternity between them. She smiled warmly at the more savage looking male that was nearly twice the size of his already huge body, flames danced around him curiously as his three heads lowered near her flank and sniffed her curiously.

"Enjoying the magnificence of my new body?" She said with a smug grin plastered on her face as she panted softly.

"More than that, Chrysalis, I am feeling... somewhat satisfied with your work. Even with my great power, I wouldn't be able to distinguish you from a normal equine." Cere'Qul admitted, even now he wouldn't give Chrysalis the satisfaction of a full complement.

Chrysalis chuckled at the gruff stallion before her, "Thank you all the same. I feel very... full thanks in no small part from your contribution to my needs." She carefully picked her words to push the other male's ego to further and further heights.

"Tch. I did it for my own enjoyment." Cere'Qul growled softly but each of his heads were blushing while gazing around the flame filled caverns.

"I know but I enjoyed the power of a demon between my legs." Chrysalis chuckled as she slowly rose to her feet, she shook her head with a snort as most of her belly and flank was covered in their mixed juices.

Cere'Qul snorted dismissively while the mare stood up, "Regardless I am still looking forward to you showing me, 'how much you enjoyed being mine.'" Cere'Qul rumbled loudly before looking over her flank, the semen sliding down her flank and along her legs.

"That's a much better look for you." Cere'Qul said before nodding his heads in her direction. "Covered in cum and excited about what your master has done to you."

Chrysalis smirked and walked closer to the stallion, she started to rub her head against his muscular neck. "I'm glad you like it, are you ready for your prize?" She whispered into his ear while making sure that he could feel her breath and need with each word that slipped from her silky soft lips.

"Ready?" Cere'Qul said mockingly, "I was ready before your land even existed, before the shores of your silly little homeland had water." He said as the flames around the room shifted from a bright orange to a bright pink. Cere'Qul leaned down with his side heads to nibble her ears while the middle head drew her into a kiss, his tongue explored her mouth with a strong need tempering each flick of his thick tongue.

Chrysalis returned the kiss with her head cocked to the side and her attention on the stallion's gaze which was locked on to her own. Her hair resembled a gray shawl as she started to press her muzzle against Cere'Qul's muzzles. She could feel the warmth from his mouth as their tongues danced in the intimate embrace.

As she broke away from the kiss, Chrysalis smiled warmly at Cere'Qul as she stepped around him and into the harmless pink fire that coated the room. She stepped behind him as his side heads started to lean to get a better look at her. Chrysalis could see his puckered hole as it clenched and relaxed rhythmically but that wasn't her concern at the moment as she lowered her head to his large sack which was just starting to relax and lower.

"What are you-Oooooooooooh..." Cere'Qul immediately relaxed as he felt Chrysalis's tongue starting to play over his large testicles. Her tongue moved slowly and sensually, and he couldn't stop himself from moaning as she continued to work him over with an experience that Cere'Qul could not remember ever receiving in his entire demon existence. Her tongue felt as close to heaven as the demon would ever experience, each flick of the organ across his sensitive orbs caused him to shiver while stepping back to push his musky sack against her face even harder.

Chrysalis lapped at the testicles slowly and sensually, she moved her tongue in slow teasing circles as the male pushed back against her muzzle. Her nostrils flared out taking in the deep musky scent of the stallion's balls. Unlike his normal ash smell his testicles smelled like the virile musk of a male and the taste that lingered on her tongue was salty and strong. Her lips caressed his flesh as she suckled on his testicles. She leaned back before letting go with a wet pop. Chrysalis watched as the large testicles swung like a pendulum back underneath the male, until she raised her gaze to look at the muscles beneath Cere'Qul's asshole as they clenched with need.

Chrysalis placed her tongue beneath his balls as she had seen some of the ponies in Midas's kingdom do with their training. She placed her tongue right beneath his black puckered hole before licking his taint and dragging her tongue down to his sack. A trail of saliva followed her movements, her horn glowed with bright green energy as two green rings of energy covered Cere'Qul's cocks. She slowly willed her magic to slowly stroke the male with a silky soft grip, Cere'Qul fidgeted from the strange sensation while Chrysalis teased him with her tongue.

Cere'Qul grunted and couldn't stop shivering at the treatment, both of his shafts were being stroked by Chrysalis's magic. The strange sensation of being milked by a mortal pony should have left the male with fury and indignation but he only felt more arousal with each new display the black mare behind him. He winced as he felt the soft bite gave him with each and every stroke of his rod, the wet sounds of his own fluids drooling out of his shaft before hitting the puddle with a wet splat.

Chrysalis smiled as she increased her magic's tempo on the male. She could feel every inch of his large shafts with each pulse of her bright green magic. She continued to suckle on the bottom of his swollen sack, his need more than apparent as the mare continued to tease with her tongue. She focused her transformation magic on her tongue causing it to lengthen, using its much longer form to slide across the stallion's large orbs. Chrysalis could feel the male tensing his body; he was right where she wanted him as each loud flame filled snort revealed more of his need.

Cere'Qul was torn between his desire to cum and the desire to see what else the female had in store for him. He stamped his front hooves while each of his muscles shivered in need. The splashing of the fluid on the floor let him, his other heads started at the princess in awe. She was worshiping his balls as if they were gifts from heaven; the subtle bobbing of her head, the long pink of her tongue and the shining green glow was more than he could handle.

"I'm close, mortal." Cere'Qul whimpered softly as he closed his eyes to hold back the feeling of his balls screaming out their need to him.

"Please hold on just a little longer." Chrysalis said making sure to use her maternal instincts to enhance his feelings as her husky breath was straining his will power to the limit as much as her magic was working him over even faster.

Cere'Qul's eyes were shut tightly. He could no longer feel her muzzle on his sack, and he was just about to shout at the mortal before he felt her muzzle envelope one of his cocks. The sheer joy he felt threw him over the edge, his power flared out which caused his cock to undergo another transformation as he could feel the normally smooth skin of his cock start to grow small bumps that trailed from his tip to the base.

Chrysalis popped the cock out of her mouth for a moment, "Feel free to unload your need, I am ready to receive everything you have to give." She said both in challenge and to entice the male into a frenzy.

"I don't need your permission bit-AAAAAAAAaaaaaa." Cere'Qul couldn't hold his seed any longer as he attempted to assert dominance in their rutting, his head swam as his lower shaft gushed his seed deep into the mare's mouth. His other cock sprayed Chrysalis' face with a thick geyser of thick strand after strand of his seed, each one of his heads lowered as his energy felt spent. Cere'Qul continued to orgasm as he stamped his hooves to try to regulate the intense pleasure coursing through his body-he couldn't remember the last time he felt so good. He lowered all heads to look at the black mare beneath him as she continued to suck from his lower shaft. He could barely see her black fur from the sheer amount of cum over her face, the sight filled him with pleasure as he could feel her tongue cleaning his flare.

Chrysalis took her time cleaning the semen from the bumps while holding the strange tasting semen in her cheeks. Her elongated tongue stretched out of her muzzle before taking the time to clean both shafts carefully. She finished her cleaning before rising to her feet to slowly walk in front of Cere'Qul. She grinned at him with her full cheeks before opening her mouth. The surprise in the three heads made it worth the wait as she looked him over, each of the heads had a contented smile on them which made the male seem far more attractive than his normally grimace face.

Cere'Qul watched as Chrysalis closed her mouth slowly and made a show of swallowing his seed, his jaw dropped at watching the normally smug changeling do something so vulgar, so submissive and so intensely intimate with his seed. His surprise was further heightened as her tongue darted out to clean her face of his semen, she kept her eyes locked onto his as she slowly cleaned herself. He was impressed with her vulgarities but as he opened his mouth to speak she placed her muzzle against his and pushed her tongue against his mouth. He could taste his seed and her juices on her lips and tongue. The experience felt so surreal yet so right to the stallion that he returned her affection with his own much warmer tongue dancing inside of her mouth.

Cere'Qul felt enthralled by the captivating female before him, their tongues danced for a moment as they took the time to deeply explore each other passionately. Chrysalis smiled widely as they broke off the kiss, "I take it my work has been pleasing enough to satisfy you?" Chrysalis said with a smile as a small trail of saliva connected both of the equine beings to each other.

"I found your display pleasing enough." Cere'Qul said as his heads blushed once again.

"How pleasing?" Chrysalis pried.

"Enough that I'm not going to kill you now that my seed is swimming inside." Cere'Qul said with a smug smile as he started to walk out of the cavern in his larger more feral state, little droplets of semen trailed behind him as he walked.

Chrysalis stepped out and looked at the landscape that was no longer the fiery lifeless area that she entered. There was green as far as the eye could see while lava still flowed instead of water. She noticed that instead of spires there were trees that had strange multicolored birds flying around the branches. She started to follow the male down the spire they were on, although she felt a little confused on why the spire that they walked down was still the same.

Cere'Qul felt content but amused as he could hear the shocked gasp of the mare behind him, his other heads could see her clearly as she looked around in awe. The stallion had a bit more spring in his step as he walked down to the base of the spire. He didn't want to see the female leave but he could sense that she would be gone soon as she could find a portal.

"Mor-" Cere'Qul paused and corrected himself, "When you get back, it will be many years but when you have your own queen, I would like you to send her to me." He said with genuine concern in his voice. The thought of having a daughter and many sons with such a creature filled him with pride.

Chrysalis tilted her head before giving a small smile. She realized that she had a positive effect on the male but his request was something that she did not expect. She didn't say anything but continued to follow the stallion before he stopped and turned to her. He wanted an answer and his glare wasn't one that she could ignore as he was twice the size of when she first met him, his gaze bore into her soul.

"I will let her know of her father and allow her to make her own choice." Chrysalis said honestly, She wasn't sure that any spawn of hers would enjoy the initial treatment that she received but she was so unlike her mother that her daughter might end up the same way. She noticed that his gaze softened at her words as he walked up to her.

Cere'Qul lowered his heads before starting to gently nuzzle the mare as he sniffed her deeply, her scent was just as wonderful as when she first transformed. He looked over the mare as the portal started to rise out of the ground.

Chrysalis smiled and returned the nuzzle, her eyes closed for a moment as her magic started to fade and she returned to her normal chitin and tattered looking wings. She felt drained but the experience was one that felt completely empowering. She managed to deal with so many demons with the only issue being the soreness of her body.

Chrysalis looked at Cere'Qul with a grin, "Think you'll be nicer to the changelings that come after me?" She said before returning his affection with a kiss to his middle head.

"Maybe" Cere'Qul's side heads bellowed out with a blush on each of the side heads as he grinned equally wide. He felt something strange in his middle head, as he gazed around the grass and started to wilt around him. He didn't pay attention to the feeling but something felt like it was hollowing itself inside of him.

Chrysalis started to draw something from the male, the experience felt strange as she felt herself starting to draw in something from Cere'Qul as her magic moved of its own accord. She could feel a hunger being fed, as if she was having a meal of some of the delicious cooking her mother used to get from the various shops in Canterlot.

Chrysalis felt something carnal welling up inside of her as she pulled more and more of the feeling deep inside of herself. She closed her eyes and placed her mouth against Cere'Qul. She pushed her tongue deep inside of his mouth as she started to swirl her tongue around in his mouth, the taste of ash felt heightened to her as she continued to press her muzzle tightly against his as her lust for the feeling pulled her in like a maelstrom. It was like nothing she experienced before, all of her senses were focused on that feeling. She couldn't hear anything, she couldn't feel anything, she couldn't smell anything but the feeling was stronger than anything in her life.

Cere'Qul felt as if the female was taking something from him but he couldn't tell as he just felt tired, the strange feelings deep inside of him toward the female seemed to fade as they continued their kiss. Cere'Qul pulled away, tired of the intimate contact; this mortal was pushing her luck by keeping such intimate contact with him.

Chrysalis watched as the male pulled away from her with an annoyed glare as she stepped away. She could feel the powerful love that flowed through her body but she was horrified at the price of her new found power. The mare smiled through her sadness as she gave a courteous bow to the male, she felt a little sadness at the loss of affection from the male but she had what she wanted and she could be upset at the safety of her own home.

"Cere'Qul. I've... enjoyed our time together." Chrysalis felt a little strange admitting it but once the male warmed up to her she felt that his presence was comfortable so the loss of that affection that currently flowed through her own magic made her feel a little hollow inside.

"Go. Your presence bores me, Changeling whore." Cere'Qul bellowed with an annoyed stomp of his hooves that caused Chrysalis to flinch. The stallion's face broke out in a wide grin as he saw the genuine fear in her eyes. He started to gather his flames above his head. There was a moment where he could see the sadness in the eyes of the mare beneath him, something tugged at him not to turn the mare into a pile of ash but he couldn't place it.

"I SAID GO!" Cere'Qul roared as his middle head let out a vicious gout of flames in her direction. The little mare dashed away from him before diving through the door, he felt like something was taken from him as she left. The feeling of loss annoyed him as the portal closed, in his frustration he blasted the door away. It would take a few weeks to reform but the burning stallion wanted to be alone; the stallion welcomed the silence of his own realm.

Chrysalis landed on the cool cave ground as she stood up and looked around. She noticed that she was planted face first on the ground in front of a broken egg. A small banner was in the cave mouth that welcomed Chrysalis back as she finally noticed that she was back in the cave where her mother left her.

"Welcome home Chrysalis." She read the banner and noticed that there was a cake sitting down on a small crate. She stood up on shaky legs still feeling the heat from the fire she narrowly avoided. She stared at the cake as a small changeling drone wearing a helmet a little too large for its head peaked out from behind the cake.

"Hello, Princess." The drone smiled and gently nuzzled her to her cake, "I trust the trip wasn't too severe?" The drone asked while using its horn to slice a piece of cake for the princess.

Chrysalis nodded dumbfounded at the changeling she never met doing work she never asked for. "Who are you?" She asked curiously.

"I am the last drone of your mother, Queen Pupa. I am to help guide you through life using some of her memories." The drone said with a somber smile.

"Where are the advisory council members?" She asked, wondering why the cave felt so empty.

"There are no other changeling drones besides myself. When a queen passes her drones quickly follow; it is our fate. There is always one drone left behind to take care of the future Queen." The drone said softly while using its magic to adjust the helmet.

"So mother is gone?" Chrysalis said with a bit of confusion in her voice.

"Yes. Soon this place will be filled with many drones that will serve you as loyally as those before me served your mother." The drone responded as he gave her the cake.

Chrysalis ate the cake, the sweet taste of apples mixed with strawberries was wonderful on her pallet but paled in comparison to the taste of the love she drained from the demon. She would have to figure out how to get more but for now the equine was content with eating the cake in front of her as the drone watched patiently.

"Eat... You've made enough cake to where I won't be able to finish it alone." Chrysalis commanded before a strange thought came to her mind to ask the male. "How long will it be before I lay my first clutch of eggs?" The changeling princess said between bites of the cake.

"It should only be a few weeks, the former queen laid her first clutch two weeks after returning if her memory serves right." The drone said with a tilt of his head.

"So you recall all the memories of mother?" Chrysalis said softly as the male nodded in response. "Did she have any last words or thoughts?"

The drone smiled warmly at Chrysalis, "She only hoped that she left behind a good daughter that would make her own way in this world. She wondered briefly what kind of queen you would become." The drone finished before taking a small cake slide for his own.

Chrysalis thought about the words strangely. She wasn't sure what it took to be a great queen. Her mind was still in a rush from her experience in the underworld but she thought of the majestic King Midas with all of his servants, the ominous Fallen Nne with his commanding presence, the sun princess of the ponies named Celestia, and the demon Cere'Qul. Each of these figures were large in their own way and each of them ruled differently or not at all. She didn't know where to start but she looked at her only drone with a grin.

"When you finish your meal I have my first command. Go out and find the most loved princess in the world. Watch her report back everything she does, I want to know what makes a great queen from those who are greatly loved." Chrysalis commanded as the drone gave another nod.

Chrysalis watched as he quickly ate his meal and darted through the cave to his first mission. Chrysalis was finally alone as the events started to replay through her mind. She stretched out on the floor and closed her eyes, her sore body finally getting the rest she needed on the cold cavern floor.