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Perfecting the Princes

Part 5

For Engy

By Draconicon

Something had changed in Equestria in the last few days. Chrysalis wasn't sure just what had caused it, but the world had become more...lush. More opulent. More...attractive, for lack of a better word, and it enticed the changeling queen to make her way to the surface once more to find out just what had become of the world that had chased her away.

Of course, she kept the drones back in the tunnels. There was no reason to give away the fact that she and the other changelings had survived the purge to this extent, and she had every reason to believe that this could be a trap. More than once, the delinquent children had chased her and hers away during the years where they were growing up. Now that they were proper mares, they would be more powerful than ever. She doubted that they would be willing to see her come forth once more.

But there was something, something intriguing on the air...

The Queen of the Changelings stood on the edge of the tunnel, her head tilted back as she sniffed the air. Yes, there was something different out there, something...sensual. Sexual. Lustful. Needy. It was very close to the same love that she had fed on during her time in Canterlot, when she had come so close to taking over. If she'd just managed a few more days with Shining Armor...

But that was the past, and this was different. It wasn't love in the air, but lust. A close sibling, something that her people could live on if they needed to, but so often in short supply in this world. But now...oh, now, there was plenty of it. She breathed in, and it was almost like sucking in a small bowl of soup, enough on the air to feed her and then some. She groaned at the filling feeling, smiling slowly as she brought her head back down.

Something had changed, alright...and if she pushed it, then she might change it further. Maybe it was finally time for her to return.

Chrysalis wasn't a fool, however. If anyone saw her, saw the holes and the crooked horn and the bug-like wings on her back, there would be no hiding it. She had to make sure that she was doing this smartly, without risk.

The naked mare flexed her magic, her crooked horn shining green. A spell of illusion ran down her body, covering the holes in her arms and legs, filling them in with simple dark-green flesh, then changing her further.

Her luscious breasts were shrunk, pulled in so that they no longer hung so far down, no longer looked quite so tempting as they had. She made sure that they were good and small, no more than a low B-cup, and made sure that her nipples were pulled in, too. A little smaller than they should be, she supposed, but she didn't want to tempt stallions. Not yet, at least.

She ran her hands down her sides, pulling out her stomach just a little - a little nice chub, something to give her a plump but unthreatening appearance - followed by pushing in at her hips. She hated to lose the curvaceous shape that she had, the image of fertility and lust, but that was something that would allow someone to clock her, to guess that it might be her hiding under the illusion. Someone that was a little bit plain, someone that wouldn't quite show herself off as someone so utterly lustful, would be easier to hide.

She dragged her hands over her ass. Big and round, it had been a perfect little thing to draw in the males during her time in Canterlot. Not just Shining Armor had enjoyed that fat ass, and there were times when, even outside of hypnosis, he had said that she was better than Cadence for that. The thought of giving someone else besides a drone a chance to pound it was a hot thought, but...

No, no, she needed to investigate first. Then she could have her fun.

She covered it up, flattening it to something that was almost more filly-like rather than round and plump. She had the soft, paunchy belly of a girl that spent too much time sitting, and the flat features that were almost more boy-ish than feminine. Nobody would look twice at her.

Finishing it off with a simple tan coat of fur, she made sure that she didn't look anything like the queen she was. No wings, her horn hidden, her entire body looking like nothing more than a bland, weak Earth pony. That should do.

That should do just fine.

Entering Ponyville, she could taste the lust in the air. It was thicker than it had ever been, even on the few Hearts and Hooves days that she had managed to sneak into. The feeling of love had always been stronger here, love and friendship, but that had been challenged. Several times, the queen had been forced to duck into an alley, her head tilted back as she sucked in the sheer difference around her, the tingling feeling of that arousal on her skin so tempting to indulge in.

It's infectious, she thought, grinning as she walked down the streets. It's new, but everyone's already feeling it...

All she had to do was look into the various buildings and businesses to see the little glances that were shared between the ponies. They might have thought that they were being surreptitious, but she knew the looks of need, of lust, of want. She could see the way that stallions looked at mares, and mares looked back. They were in heat, almost, like the entire town had fallen into rut.

This would be easy to feed on. She could sustain herself without even trying, but there had to be a reason for the change. If she could find what had done it, then she could spread that through Equestria, giving her hive a chance to be better, to be stronger, to rise up and take their proper place once more.

The 'smell' of lust drew her further into town, following the dirt paths towards the middle of Ponyville. She knew that it had to be something involving the mares that had troubled her in the past. Either they had caused it by accident, or they were contending with it. Either way, they would be involved, and -

Mmmm, maybe I can push that troublesome Twilight into a fall of her own...see her become a slave to her own lusts, feeding my hive...

The idea of that bookish, obsessed little twit lost to lust, thinking only of the different techniques of sex, was so hot that she started popping little nipple bumps in her shirt. She looked down, smoothing it out slowly, before continuing down the path. She was starting to be affected, but not too bad. Not yet, at least. As long as she kept aware of what the lust in the air was doing to her, she should be alright.

She eventually found the center of the lustful power coursing through the town, and not surprisingly, it came from the library tree. She leaned against one of the buildings that formed the edge of the public square around it, cocking her head to the side as she looked at the glowing windows that were cut into the trunk. There were all kinds of things that might be going on in there, but from the glow, from the purple light that pulsed and echoed, she imagined that Twilight was having some fun of her own.

Chrysalis smirked. The idea of just barging in and making a scene, acting embarrassed and mortified to humiliate the little twit at being caught, was a hot idea. She was just about to do it when -

Slam.

The library door opened, and Twilight stepped out. She was -

No. He was naked.

Chrysalis stared at the purple stallion. For a moment, she couldn't quite recognize it as the little mare that had thwarted her plans years ago, over and over again, but the cutie mark on the hip was the same as that mare's had been. The fact that the stallion had a cock - a big cock - a massive cock - threw her, but the magic was...not quite the same, but too similar to be just another pony's.

What...in the world...

"I'll be right back! Don't start without me!"

Twilight took to the air, flying off, his cock dangling down and spitting pre-cum for the first few flaps. Chrysalis watched the naked male fly away, wondering if she had just lost her mind. The sight of the princess, or...she supposed, prince, just having the confidence to run around naked like that left her shaken.

Just how much has changed since the last time I came out?

Well, if Twilight had been affected that much, then it stood to reason that some of the other mares had been hit the same. She imagined that they'd be hard-pressed to stop her from doing anything, if they were that absorbed with lust and need. That meant that her plans could move forward without resistance.

Still, seemed a pity that she didn't have to do much. Ah, well. She would take that, even if it felt a little bit too easy.

The disguised queen made her way to the library tree. The whole place stank of stallion, the musk filling the air, and -

"Oh, goodness..."

Chrysalis stared at the ooze all over the floor. It looked like a breeding room when the drones were done, where the floor had been soaked through with all the seed they'd produced. The thick smell of stallion was stronger in here, almost as bad as shoving her nose against Shining Armor's ballsack way back when. She took a step forward, stepped into a puddle, and it pulled up in stringy bits before snapping.

Glancing around, she could see that most of the books had been pushed up by two levels, giving the bottom two floors of room to Twilight and whoever else was staying here now. She could see several sex swings hanging from the ceiling, as well as a couple of hammocks that had been hung for sleeping.

She's changed...he. He's changed.

The shy little girl that she had been used to seeing was gone. Instead, Twilight had become some sex-obsessed stallion. Very big and strong, too, which meant that he was probably looking for partners all the time, and getting them. Even without the stallion's powerful magic, Twilight could probably lure all kinds of ponies in for a good time with those looks.

But who had Twilight been shouting to?

Chrysalis jumped as a series of condom wrappers, porn magazines, and more came sliding down from the second level, pushed forward by some bright light of magic. She looked up to see -

Oh...my...

It was Cadence, and yet, it wasn't. The Princess of Love had become a stallion, as well, one that had even bigger muscles than the purple twit, though not quite as big a cock. The new 'prince' stood at the edge of the second level, toes hanging off the edge, and big balls resting against his thighs.

"Oh, hi," the stallion said. "Didn't hear someone else come in. How are you doing, dear?"

"Princess...Prince Cadence?" Chrysalis instinctively corrected herself.

"That's right."

Thump. The stallion hopped down, clearing a small puddle of trash out from the impact, as well as splattering some spent seed in the process. It was only half-dried, so it landed jelly-like all over the place. She was starting to see why Twilight had moved all the books to the upper levels. All the sex, all the mess, it meant that any movement would have stained the books all bit irreparably. They had to be kept somewhere safe.

She was rabbiting, looking anywhere but at that cock that the muscular stallion had for her. That had been something that had convinced her to go for Shining Armor before, but now...now, Cadence had something even bigger. Nicer muscles, too, and -

Oh, boy...

The lust in the air was affecting her, sending all kinds of nice feelings to her nethers, making her pussy swell in her panties and under her skirt. But she was Queen of the Changelings. She could handle such minor magics, she was sure. She put on a small smile.

"Sorry. I just...didn't expect this."

"Why not? We've been like this for a while."

"I - I've been out of town, in the countryside."

"Oh, dear. Then this must be a terrible shock for you. Please, come in."

Cadence still had the good manners, at least, though Chrysalis was well aware of how the prince was leering at her, looking down her shirt and then down at her ass. Whether Cadence was thinking of taking the transformation further or not, she didn't know, but it meant that the prince was thinking with his dick rather than with his head.

Maybe she could use that.

She added a little sway to her hips as she walked forward, doing her best not to make it too obvious. It was easy to keep that sort of swish-swish going, considering the raw lust that permeated the air inside the tree, but she didn't want to make it look like too sudden a shift. Cadence might suspect, after all.

She was led to one of the only clean chairs in the tree, allowed the chance to sit. She nodded her thanks, getting as comfortable as she could in the seat as the naked stallion stood at her side. That cock was almost in her face, and she could smell the heavy musk that was coming off it. It was clear that Twilight had been the top in this little relationship; that thing hadn't been in any ass lately.

"Now, what's the matter?" Cadence asked.

"You - I need some...I was looking to see what happened here..."

"What happened? You mean, with all the lust here?"

"Yes. It's so...different," she said, squirming in a way that wasn't altogether fake. "I feel...strange."

"Well, that's to be expected. Twilight changed with the help of a visiting dragon, and then, she came to do the same to us."

"Us? You mean...you mean Celestia and Luna..."

"Oh, yes. The princesses are now princes. They're on vacation, you see. Dealing with another dragon. And that means that the land's in the trust of myself and Twilight. The two Princes of Lust, we've been called."

In other words, dumb males that would be easy to manipulate with the right body. She almost regretted not taking the chance to completely transform herself into her more sensual mare body, but she could take this somewhere even better. She had always manipulated someone's affections before, but this? This would be even easier.

She smiled, starting to reach for her magic -

"By the way, what do you really look like?"

Chrysalis froze, slowly looking up past Cadence's cock to his pecs, and then his face. The alicorn smiled, pink-furred cheeks turning up in something that was rapidly turning into more of a smirk.

"Don't play coy, dear," Cadence said. "I know magic when I feel it."

"W-what magic? I don't have any -"

"Mmm, now that's a lie."

Dammit. I thought you were all sex-obsessed.

She almost missed the white light that burned through Cadence's horn, a spell cast almost too fast for her to respond to. Too quick to cast a spell back, forcing her to thrust herself out of her chair and roll. It was all but an admission of guilt, but at least she didn't have her disguise ripped from her.

At least, not completely. She groaned as her illusory clothes suddenly filled out, her skirt rising up and her shirt pushing forward, her neckline all but coming apart as her breasts filled in the top again. She went from a B-cup to something approaching E, and her ass cheeks nearly ripped through her skirt as they went from flat to full. She wobbled as she rolled back to her feet, looking back at the stallion following her around the room.

"Well, well, well. Look at that. You have something hidden, alright. And you're no Earth pony if you can hide that much."

"It was a spell someone else put on me," she lied.

"And now you're trying to make me believe that? Why wouldn't you just say that right out, if that was the case?"

You're supposed to be DUMBER as a male. Why are you smarter?!

Another spell, another burst of white light. This time, it stripped the illusion of her clothes away, leaving her completely naked. She blushed as her breasts fell down, her pussy exposed, dripping wet along her thighs. For the first time in years, she was embarrassed to be naked. This...this wasn't how it was supposed to work. She was supposed to be the one manipulating people, putting them in their place, not the other way around!

She reached down to cover herself, only for Cadence to rush forward, pinning her against the wall. She grunted at the impact, shivering as she felt that fat cock running along her middle, over her stomach and pressing the medial ring right against her clit.

"You're familiar...I know that smell."

"I don't - you don't know me."

"No?"

Cadence smiled, leaning in. The alicorn pressed his nose right against Chrysalis's neck. "If I'm right, then this was something you really, really loved..."

Cadence nibbled her right at the point where neck met collarbone, a sensitive spot for a number of people, but for her -

"Nnnngh!"

And with that little nibble, her focus shattered. Chrysalis went from tan to dark-green once more, her skin losing the soft solidity that it had maintained under the illusion. All the holes in her arms and legs returned, leaving her disgusted with herself once more, her wings crushed against the shelves behind her.

"You...you..."

"Mm, there's the pest I remember. I wondered if it was you."

"Nnngh. Fine. You unmasked me. So, what kind of execution am I looking forward to?"

The last time that she had been caught, she had been banished, but she had no illusions that they would be so kind a second time. She had been here to take over, after all, and she was breaking the terms of her last punishment just by showing up. She doubted that they would be so kind as their feminine counterparts had been.

Yet, Cadence just cocked his head to the side. Then, he smiled.

"Oh, I don't think we want to go that far...I think there's a much better way to deal with you."

"Hmmph. Do your worst."

"Oh, I was hoping you'd say that."

They didn't start until Twilight got back. Cadence said that he wanted to show off to his other partner, but Chrysalis was pretty sure that it was also to get the other stallion's magic involved. Despite everything, he was pretty sure that Cadence was the weaker of the two of them, magically, and it was better to have the pair of them working together to deal with the Queen of the Changelings.

As they talked about her 'punishment', Chrysalis hung in a series of chains from the ceiling. The binding instruments had been pulled down with just a toss of Cadence's head, summoned from the shadows with ease.

Apparently all the lust has changed her magic to something else, Chrysalis thought, looking at the chains and shaking her head. A big change...

"So, we're decided?" Cadence asked.

"Yeah, I think that works perfect. And it'll make sure that Master likes what he gets when he finally comes around."

Master?

"Is he ever coming back?"

"Who knows?" Twilight muttered, shaking his head. "I think that he's going to be staying away for a while. But we can always go and look for him. Celestia and Luna can, so I don't see why we can't do the same."

"And then we can show him what we've been doing."

"Heh, and take this one, too."

"But after the transformation."

"Well, duh," Twilight said, shaking his head. "Anyway, we better get started. She's not going to change herself. Not the way that we want."

"Oh, you don't know how long I've been looking forward to this. Thanks for the help, Twi."

The two princes turned towards her, and if it had been any other situation, she had to admit that she would have been rather interested in the possibilities. The fact that she had two big stallions facing her with two large cocks would have meant that seduction was all but accomplished, and all they needed to do was have a quick rut to seal the deal.

However, these were two princes that were very powerful with magic, possibly more powerful than she was at this point. The fact that she was tied up with her back to the wall didn't make things better, either. Chrysalis squirmed as they approached, trying not to respond as Twilight rubbed her thigh, or when Cadence reached between her legs and pinched her clit, giving it a gentle tug.

"It's time to give you a chance to make good on your past, Chrysalis," Cadence said. "We've always preferred that people get a chance to rehabilitate themselves, but you've always been a tricky case, there. You don't want to do better, because you can't. You have to feed on love, on lust. But I think we've come up with something good for you."

"I doubt it...just do your punishment and get it over with."

"Oh, we have punishment, alright. But first...a transformation. Something to make sure that you can carry out your punishment."

Carry it out? Then the punishment was some sort of task? That was...odd, to put it lightly. She wondered how they believed that they could trust her to do that rather than -

"Nnngh!"

She didn't have a chance to think it through as their magic slammed into her. Purple light, white light, both coursing through her and leaving her gasping for breath as it started changing her. Her own green magic came out, trying to fight them, trying to force the changes back, but no. The limitations of her magic against their more powerful brands of it struck her down, leaving her unable to stop them.

She could already feel her clit starting to grow, Cadence's power focused on that, forcing her little bump to start swelling. It spread out, filling out, filling in with some sort of pressure from inside. She gasped for breath as she felt it spilling forward, getting longer, getting wider. Soon, Cadence could no longer pinch it, but rather cupped it around the head, almost like she was encouraging a willful pet to keep coming along.

But that wasn't the only change. She could feel Twilight's magic in her chest, felt the suction that was happening just inside of her breasts. Little by little, the hanging globes tightened, pulling in closer to her chest. It was so much different than her illusions, more real, more physical. She hissed, she gasped, she bared her fangs, but neither stallion backed down. The transformation continued, her chest pulling tighter. Her breasts, her proud curves, were slowly being wiped from existence.

"Nnngh...mmmph..."

"Oh, she likes that," Cadence said. "Oh, what's the matter, Chrysalis? Were you hiding a secret little side from us? Something that liked losing control?"

"S-shut up..."

She didn't like it, exactly, but it was hard not to feel horny when someone's hands were all over your most sensitive part, making it grow longer and longer with each passing second. The fact that her breasts were shrinking, that the magic was spreading down to her hips, that she was slowly becoming something else was not lost on her. It was forcing her to enjoy it, and...and she was really getting into it.

Even as she could feel her pussy tightening, pulling close together, even as her ass cheeks quaked - the only part of her that wasn't shrinking, curve-wise - she could feel something else pushing out. Something was taking shape inside of her, just behind her pussy, something that was going to -

Balls.

She realized that was what Cadence was doing down there, what the stallion was making for her. Her own transformation magic had been turned against her, gradually filling in and starting to take the form of testicles. She gasped for breath as they started rolling down inside her, almost like eggs rushing down her tightening pussy.

"Nnngh! What...why..."

"You'll need to be a stallion for this. It'll teach you a lesson...and you'll be sexier this way, too. Hot guys are better for this job..."

Cadence's magic had already pulled her clit out by a good six inches, and it was still growing. The pink-furred stallion knelt before her, now, but it was a faint consolation prize. This was not the scenario that she had imagined for herself all that time ago, not when she had hoped to become queen of all Equestria.

As her clit continued growing, becoming longer, longer, and longer still, taking on more of the traits of a cock, she could feel her pussy pulling together. The lips had already all but sealed, leaving only a tiny, stretchy gap that her balls were trying to fit through. The interior was sealing up, and she shivered, her knees shaking as she felt the last of her femininity slowly oozing away from her. Her breasts had been pulled tight, leaving flat pecs that were tipped with small nipples, and her moans and whimpers were getting deeper, more masculine, more powerful and deep.

"Nnngh...you...you..."

"You'll love this. We'll make sure of it," Twilight whispered in her ear before kissing her cheek.

That was the scary part. She knew that she'd enjoy it. She was already enjoying it, her hips bucking slightly, forcing her clit-cock into the stallion's hand. Every breath she took was a ragged thing, her horn glowing green but unable to do a damn thing. She humped forward, pulled back, humped forward -

"Three..."

Cadence was counting down. Why?

"Two..."

"Wait, what -"

"One."

The white magic coming from Cadence's horn rushed over her, and she screamed, arching her back as she was hit with more magic than she had felt in the entire previous transformation. It felt like something just ripped forward, thrusting out, plunging through her crotch and out into the open. At the same time, something went 'pop' between her legs, falling down, hanging between her thighs. Balls. Had to be her balls.

The stroking, the teasing, the tweaking all over her body turned up to an eleven, and she kept screaming, thrusting her hips forward, feeling her pleasure spiking from head to toe, her new cock throbbing, spitting, shooting cum across the floor. She went up on her tiptoes, feeling her feet slipping, her legs thickening. Her body felt hard, suddenly, hard and hot, as if everything was starting to thicken up, her curves replaced by muscle all across her frame, and her skin slick with sweat.

But all her attention kept coming back to her cock and balls. To his cock and balls. His. His. There was no changing back now.

His cock, hard thick, full, but with something around the base. White and purple sliding together, magic that bound it at the very base, giving it some sort of curse, some sort of thing that made it obedient. He could feel that magic pulling his cock up, then pushing it back down, up, down, up, down, like a conductor's baton that was possessed by some strange, crazed spirit. Chrysalis moaned as he was forced to cum again, then again, a fourth time before he was allowed some sense of rest.

His balls. Despite the four orgasms, he could feel them pressing down against his mid-thighs, hanging low, feeling full, feeling heavy. The weight that they brought to his cock kept it pointing forward rather than pointing up, a stallion that had an obligation rather than a proud stud that could strut its stuff. A humiliation, he realized, a reminder that he was going to be less than the princes at all times.

If it wasn't for the chains keeping him suspended, he probably would have fallen over then. The princes pulled back, allowing him to hang in the chains. They walked to the far side of the chamber, muttering something to themselves as Chrysalis tried to recover, tried to focus.

What...how...

He pulled at his magic. There was still power there, still magic over the minds of others, but as he tried to use it, it didn't come at his command. It was held back, pushed behind another barrier of white and purple. They had sealed his magic, somehow, holding it out of his reach so that he couldn't use it against them. But why? What was the point of this?

Yet...they had done more than just give him a new body, a new, masculine body. As he looked at his arms and then down at his legs, he saw that the holes in his limbs had disappeared. Sure, he was still in a bug-like state, with his crooked horn and the bug wings that came out of his back, but the holes that had always disturbed everyone else so much had been filled in, taken from him.

What's going on? What's their plan?

Cadence finally separated from Twilight, though not without getting a good spank from the younger stallion, and walked over. Chrysalis did his best to fix the other male with a death glare, but he knew that lacked any serious punch.

"Nnngh...what do you want from me, now?" he muttered. "What's the point of this?"

"To make you better, of course. And to teach you a lesson. Royalty does not merely take advantage of their privilege...though it's fun to do that, now that I've had the chance to experience it. Seriously, so much more fun to take dick for a few days rather than ruling all the time."

"Let me loose, and you can take mine..."

"Tempting, but no," Cadence said. "Besides, you're trapped behind a series of magical conditions now. You can't cum without helping someone, for example."

"WHAT?!"

"Oh, that's just the first, Chrysalis. You're going to be going through a lot of changes in order to be a better person. You're going to need to help others instead of just watching them, instead of just enjoying them. All that magic, all that power? You won't be able to use it except at the behest of others. It's sealed up, unable to be accessed unless you're using it to make someone else feel better."

"You...you..."

"It's for the best, Chrysalis. I won't pretend that there's not some bit of petty vengeance here, but let's be honest. You've never been very responsible with your magic. You need someone to help you guide it along, to ensure that you don't start doing the same thing that you did all those years ago." Cadence shook his head. "At least this way, if you start acting out, someone besides you has to benefit from it."

"You...you..."

"Mmm, a speechless changeling. Not so different from your drones now, are you? Don't worry. We've made sure that every time that you do a good thing, you'll feel it to its fullest. And maybe, just maybe, we'll send you along with Luna and Celestia tomorrow, so that you can experiment with this somewhere that's a little less embarrassing. After all, nobody would know you out there."

Chrysalis shook his head in utter shock. In one little afternoon, his life had been turned completely upside-down. He hated the fact that he was curious about where 'there' was, but Cadence was right about one thing. If he could experiment with this where nobody knew him, it certainly would be much, much easier.

The End

Summary: Queen Chrysalis investigates the various things that have been happening in Equestria, and finds a lustful core in Ponyville. However, the investigation turns things on their head for the Changeling Queen.

Tags: F/M, F/M/M, Femsub, Anthro MLP, Twilight Sparkle, Cadence, Chrysalis, Transformation, Bondage, TFTG, Gender Shifting, Female to Male, Cock Growth, Series, Humiliation, Cum, Orgasm, Pre-Cum, MLP, Mare, Stallion,