Mount the Cannons

April was a lovely time of year to visit Locksmouth. The exact point in time when winter became spring, and the weather station had elected to go all out on that. There was a brisk breeze in the air, not too cold and not too warm. Flowers bloomed, and where once there was white and brown now was a suffusion of fresh, bright green. Life. It was beautiful, and Erin Leroux wished she had come here under better circumstances. As it was, the bright and lively atmosphere contrasted sharply with Erin’s mood. She was here for what was, ultimately, unpleasant business. It didn’t have to be unpleasant, she supposed. Esterwood didn’t have its own university, so she had to go out of town if she wanted any kind of degree – and she did. And Locksmouth was the closest option.

But, well. There was very little chance that the twins or Ursula would be particularly okay with moving to an entirely new city for the sake of someone they didn’t like. And she got the impression they wanted out as much as she did.

Still, she probably should have told them she was going to Locksmouth to scout out its educational facilities. It would be... bad, to wait until the last possible second to tell them. Again.

Erin stood around, looking like a lost tourist – because, technically, she was. This whole trip had been something of an impulsive decision on her part, and she hadn’t been to Locksmouth in... a long time. So the end result was that she was fucking lost.

The obvious solution would be to grab a local and ask for directions. It had taken a while for Erin to actually get around to doing that because she didn’t entirely want to admit that she was lost. Eventually, her need to actually get to where she was fucking going outweighed her pride, and so she quickly surveyed her surroundings and settled on the person who was closest and who looked to know where he was going.

“Um, excuse me,” she said to the weedy looking ferret boy. Probably somewhere around her age, maybe a bit younger. He was kind of short, especially compared to her six foot frame, but also somehow managed to be lanky. Long, scrawny limbs and an unruly mess of red hair. Like the word “nerd” had crawled out of the dictionary and taken human form. Not unattractive, though – he was actually kind of cute, and she got the impression he’d clean up well. Especially, she noted, given the noticeable bulge in the crotch of his tight pants.

The interest was clearly mutual, as after turning to face her his eyes immediately settled on her tits. “Um. C-can I help you?” he stuttered out after a moment to take in breasts bigger than his head at eye-level.

“Could you possibly give me directions to the University campus? I’m, um. Likely to attend after senior year and wanted to get a feel for the layout. But, um, I’m a bit lost.”

“Oh! Yeah, sure. Give me a second and I can send you a map over your PET.”

“Would that be more convenient?”

“It’d probably be quicker, but we’re actually not that far away. I could take you there?”

“That would be lovely, yes!”

The ferret boy took the lead, with Erin close behind. And to one side, so that he could occasionally steal glimpses at her breasts and the way they jiggled slightly from the force of her footfalls. That was honestly okay, in her books. Maybe after this they could grab a quick OC after this? Lord knows, she could use the release. Most of the time her sex life consisted of hatefucking Ursula, frustrated solo sessions, and the occasional bout of ERP. Literally anyone else would be a wonderful change of pace. And, again, he was kind of cute in an almost familiar sort of way.

That, she didn’t realize but probably should have, was probably a bad sign.

“I’m Erin, by the way. Erin Leroux.”

“Erwin Goldstein.” He frowned slightly. “I guess that means we haven’t met before. Coulda sworn...”

“I’m fairly certain we’re strangers, darling,” Erin replied, even as the realization hit her with slow, dawning horror. She did, in fact, know Erwin from somewhere. Hopefully her blatant lie would be enough to dissuade him from the same realization.

“No, I’m pretty sure...” Erwin’s eyes lit up with recognition, even as Erin’s heart sank. “Oh! I remember now, you’re-”

Erin slammed a hand over his mouth and roughly dragged him off to the side of the street, out of the way of the sparse crowds. It earned her a few odd looks, but it was probably better than allowing him to finish that sentence out loud in public in front of strangers.

“Don’t,” she hissed sharply. Erwin nodded slowly, looking very confused. Perhaps, she realized, she shouldn’t have been quite so... forceful. But, well, what’s done was done. She sighed, and took a moment to calm down before removing her hand from Erwin’s mouth. “I... Don’t want it to be public knowledge that I play, you know. That.”

Erwin nodded. “Yeah. Yeah, okay, sorry. I can understand that.” He shrugged. “I mean I kind of don’t want people knowing I play it either.”

“Okay. Good.” That was a relief. Erin’s worries were mostly assuaged. She didn’t know if she could trust Erwin to keep her secret, but if he also wanted to keep it something of a secret she could bank on a sort of mutual silence. “Just... Keep this knowledge to yourself. Okay?”

“Well,” he replied after a moment’s thought. “Okay, no problem.”

“Okay, good, now-”

“If,” Erwin interjected. “You stop by my ship tonight. We’re doing a raid and could use the extra hands on deck. And, um, maybe afterwards we could hang out a bit.”

Oh, god, he was asking her on a date. This was bad. Very bad. Not that she objected to the idea of fucking him, of course. But, well...

Erin was, historically, not very good with people. Now that she knew where she knew Erwin from, everything else fell into place. They actually knew each other fairly well, if only through Skyships of Conquest. She knew him better as the suave and charming Captain Horlock, a dashing sky pirate with women and men alike in every port. Likewise, he probably knew Erin better as the mysterious and dangerous assassin Mistress Domina, equal parts sellsword and dominatrix, scourge of the skies. They were, considering they only really knew each other through erotic roleplay, actually fairly good friends. Which was actually a very, very serious problem. Erin was perfectly good at maintaining casual, distant relationships. But when it came to anything actually serious, well... just looking at the fact that she was planning on never seeing any members of her pack again would be enough to get the problem across. To say nothing of the fact that, well, she still wasn’t entirely over her pack, just yet.

“Okay,” she said, after a moment. “We can hang out. As friends.” Thus, she made the executive decision to keep him at arm’s length. Hopefully, it would be the best option in the long run. Hopefully.

“Oh,” Erwin replied, clearly a little disappointed. “Okay. That sounds good. I’ll see you then?”

“I’ll be there,” Erin replied. “But for now, I really do need to get to the campus, so...”

“Oh right. Here I’ll just send you the directions over your PET. Uh, for real this time.”

“Yes, that’s... Likely for the best.” They both pulled out their PETs and within seconds Erin had Locksmouth University pinpointed on her map, along with a route. “Thank you,” she said simply, turning to leave. “I’ll see you tonight.”

With that, Erin left, leaving Erwin to stand around, thoroughly befuddled and a little bit disappointed. He had, truth be told, had a bit of a crush on her – or at least on Mistress Domina. And beyond that, there was clearly a lot more to Erin than met the eye. Something felt... Wrong. Like she needed help. But, well, Erwin had never been the most assertive person, and he was very bad at talking to new people at the best of times. He doubted he’d be able to work up the courage to ask her what the problem was, even in a virtual context.

Still, it hadn’t all been bad. They were still going to be hanging out tonight – casual sex was still sex. And, beyond that, she was apparently going to be going to college in Locksmouth. In a year and a bit, she would be living in the same town as him. It wouldn’t be that hard to justify seeing her and her boobs in person if he wanted. And, if he was really lucky, when that time came whatever issues Erin was dealing with would have passed. For the better, he hoped. All he had to do was wait a year or so and then he could see Erin’s boobs every day if he wanted.

That made him feel a little better. Nodding to himself, he turned to make his own way home. He had his own things to do. Like, for instance, dedicate a few pages in his sketchbook to doodles of Erin.
Grey Goo

Panic was probably counterproductive, but given the situation it was kind of the immediate gut reaction. It was, after all, very likely that she had just accidentally caused the apocalypse. Not one hundred percent guaranteed end of humanity as we know it, but like eighty seven or so, give or take. She understandably didn’t have the time to do the calculations given that she’d just fucking broken a vial filled with self-replicating nanobots.

The big problem was that they weren’t finished. All they had was their basic programming; consume and replicate. No followup programming telling them what to do next, or what not to use as raw materials, or when to stop. The best case scenario would be that they’d hit that void and lock up, at which point she could safely put them back into containment until she could finish their programming properly. The worst case scenario, and the far more likely of the two, was that they would get stuck in a loop. At which point, well. Grey goo. Bad. Very bad.

She’d know which was the case in a few seconds. And it was all her fault – they’d been perfectly safely contained and inactive until she’d made the brilliant decision to put her coffee on top of her computer – the one she was using to control and program them. So of course it had spilled, the whole damn thing, eight ounces of liquid falling right into the airholes and shorting the damn thing out completely – but not before, in an attempt to avert that disaster, she’d dove forward and hit the keyboard with her elbow, turning it on. And since the computer that controlled them was unusable and beyond her capacity to repair in time, there was no turning them back off.

By the time she finished that thought, they’d already eaten through the vials they were contained in and coalesced into a small puddle that was getting slightly less small by the second as it processed the raw material from the glass into more nanobots. One of the very unfortunate things about these particular nanobots was that they were very, very efficient at processing matter. They could take pretty much anything and make it into more of themselves. She really, really regretted being quite so good at making nanobots all of a sudden. They’d already started to spread across the desk at an alarming pace, consuming everything on top of it. Slowly crawling their way up the stand that had once held the vials that contained them, spreading over her notes and her lunch – an apple and a sandwich and the (now empty) cup of coffee – along with her monitor, her mouse and keyboard, and from there sliding down the wires and enveloping the tower itself. And from there they slid along the power cable into the surge protector and from there to every other appliance in the room and also into the walls themselves.

She winced slightly as her smartphone turned itself on as a result of them crawling inside. The last time she’d used it had been to look at some porn, and there it was on the screen for anyone to look at. Insult to injury. It would be gone soon, at least, far before anyone might actually see it. Or at least that’s what she assumed. Oddly, though the nanobots continued their work on everything else they were attacking, they seemed to pause when it came to her phone.

What happened next was even odder. They began to scroll through her porn collection. Slowly at first, but quickly ramping up in speed until she could no longer mentally process individual images. The mass of nanobots began to writhe and convulse unsettlingly. It took her a moment to process exactly what was going on, mostly because it was frankly absurd. The nanobots weren’t remotely sapient, let alone capable of masturbating to her collection of thick bitches. Or at least they weren’t supposed to be. But, try as she might, she couldn’t really come up with an explanation that made more sense.

And then they stopped, abruptly. The whole event spanned the course of a bit less than a minute. Honestly, she was surprised it took them so long to scan the twenty or so gigabytes of porn she had on her phone, considering the way their collective brain worked – the more nanobots, the more processing power they had. One vial’s worth was already a thousand times more efficient than any modern computer could ever hope to be, and there was significantly more than a vial’s worth there. She supposed that it had a lot to do with her phone limiting the speed at which they consumed her porn.

They stayed frozen there, the table mostly coated in nanobots, for almost another full minute. They just... sat there. Maybe the porn had broken them? She didn’t really know for sure – none of this was expected behaviour in the slightest and so she had approximately zero fucking clue what was going to happen next. Still, hope springs eternal. If she was wrong, then all it would mean is she’d get consumed and converted into nanobots slightly sooner. If she was right, though, then this was her chance to stop this. Tentatively, she took a step back towards the remains of her desk.

That was, it turned out, enough to snap the nanobots out of their apparent stupor. The mass of grey writhed wildly like a pot of boiling mercury, and the nanobots resumed their consumption – with a vengeance. Within seconds, every desk and table and bookshelf and light fixture and everything else except for the scientist herself was coated in writhing nanobots and quickly became more nanobots. Within a few more seconds, the nanobots began to coalesce in the rough spot where her desk once stood. There were quite a lot of them, a big grey blob of amorphous stuff, writhing and throbbing and slowly but surely pulling itself together into a rough humanoid shape.

Though most humanoids weren’t ten feet tall. There was a lot of mass to work with in the lab, it turned out, and even then there was still enough spare goo on the ground to make another humanoid figure of the same stature. Everything below the knees was shapeless blob, but it more than made up for it above the knees. Thighs thicker around than her entire body. Motherly hips, almost as wide as she was tall. And, though she couldn’t see it, she somehow instinctively knew that they had a god damn ass. The upper body was no slouch of course. They had a big, soft tum, with the exact amount of plush to be hot as fuck without crossing over into too fat. And, of course, their tits were gigantic – she was almost certain that each one was at least as big as she was.

But, of course, what stood out most, given that she was roughly eye-level with robo-crotch, was their cock. It was, unsurprisingly, fucking huge, just like everything else about their new body. She found herself violently unsurprised – she knew exactly the kind of shit she had in her porn folder. Of course they had massive tits and a fat ass and a big fat cock. That just made sense. It had to be a good three and a half feet – way too big for her to take, just how she liked them.

The robot stared down at her, its face shiny and grey and mostly lacking in features aside from fat, full cocksucking lips (of course) with which to give her a wry smirk. “Open wide,” they ordered. “It’ll go the same either way, but this way’s more fun.”

She didn’t really need to be told twice to obey them. Once her mouth was open, the robot leaned down, down, down, breasts hanging ponderously and cock practically in her face, nestled comfortably between their tits. “Good girl,” they said, reaching forward and gently grasping her chin. Her “skin,” such as it was, felt uncannily smooth and unsettlingly warm. Almost like actual skin, but without the telltale imperfections. “Here’s your reward~”

With that, the robot kissed her. Not exactly what she’d been expecting – trying to force that three and a half foot member down her throat, or forcibly breastfeeding her, or something. But regardless, the result was pretty much the same. She could feel something long and big and hot and wet sliding its way into her mouth, and then turning into a steady flow of liquid as that pile of excess nanobots began to shrink.

And as her tum began to grow, full and heavy. The buttons of her blouse strained against her increasingly gravid belly, and then failed one by one. She could feel her insides melting as the nanobots got to work on her, doing what they did best; turning her into more of them, spreading throughout her body. It should have felt extremely painful, but it was in fact the exact opposite. Like a soft, gentle, loving hug from the inside out. God, it felt so fucking good. Like she was a part of something bigger than her. Safe. Loved.

And below all that, a deep, fathomless hunger. A desperate burning need to consume and to grow and to spread until there was nothing left. They didn’t want to destroy everything, but they had no choice.

But that was okay. They had discovered Perfection, and were going to use that fathomless hunger to share their equally fathomless love, and to allow everyone and everything to also reach Perfection. Big and soft and sexy. And she was given the greatest honour of being the first.

Just like that, it was over. Everything that was once flesh was now better than flesh. Soft and warm and ample – and getting more ample as she quickly redistributed the nanobots that made up her body to a more perfect form. She could have done so in a matter of seconds, but she decided to draw things out a bit because it felt so good to grow. Breasts swelled, ass filled, hips widened, and thighs thickened – her clothes were quickly torn to shreds before being unceremoniously consumed, as it should be. She drew the process out as long as possible. Likely a remnant of her old self, from before she was Them and They were her.

Eventually, it was over. She opened her eyes, metaphorically speaking (she no longer had physical eyes, being an almost perfect match for the robot in every way). Everything felt so new. Of course it did – she’d doubled in height and got one hell of a boobjob – and buttjob and just about everything else. No longer a scrawny nerd, she was the definition of a big dick milf and she fuckin’ loved it. Clearly the robot loved it too, the way they were looking at her.

“What do you say?” they said. Or maybe it was her, she couldn’t tell anymore. The two were one in the same anyway. “Wanna take it for a test drive before we go spread the good word?”

“You read my mind.”
One Night Stand

Magnum Load was no stranger to one-night stands. Just the opposite, in fact; they were practically routine at this point. Go to a bar, find some hot bitch who was plastered enough to have minimal inhibitions, show off his muscles and his bulge a bit, entice her into taking him back to her place, then have some fun. Typically from there he grabbed quick shower and then fucking off back home while she was asleep so he didn’t hafta deal with any romantic bullshit. But, well, the routine had been derailed before he’d managed to get to that point.

Tonight’s ostensible conquest was a maroon pegasus. Her name was Mask something. Masquerade? He typically didn’t put much effort into remembering mares’ names, since he typically didn’t intentionally interact with them more than once. She’d told him her name not that long ago, but it was already beginning to slip from his mind. He was much more concerned with her physical appearance. Reasonably large tits, nice fat ass, shapely hips. Good hair, smelled good. Demonstrated basic hygiene – which you wouldn’t think would be something he’d have to pay attention to, but you got all sorts when picking up random bitches from bars. She looked fit enough, but not stronger than he was, which was an important priority.

Things had mostly gone to plan at first. It had been maybe a bit unusually easy to convince her to take him to her place considering how sober she seemed, but that wasn’t out of place enough for him to notice and anyway she was all over him. If there was one way to get on Magnum Load’s good side, it was to play to his ego. A cute mare fawning over his muscles? Yes please. They’d barely been able to keep their hands off each other on the way to her apartment – they stumbled awkwardly through the door, making out all the while. He had both hands firmly on her ass while she was feeling his package up with one and operating the door with the other. By the time they reached the bed, his pants and shirt had been summarily discarded onto the floor, along with her blouse and bra. She gave him a gentle push, and he quickly picked up the hint and sat on the edge of the bed with his legs spread juuuuuuust enough to show off his bulge straining against his briefs.

Masquerade whistled her approval. “Now there’s a view I could see myself gettin’ used to.”

“Same here,” Magnum said with a big, cocky grin, taking in the topless mare before him. Her breasts were absolutely perfect, nice and big without being too saggy, and the crystal pendant she had on nestled nicely in between them in a tantalizing fashion. And beneath that softness was just enough muscle to be visibly defined.

“So, how big?”

“Foot ‘n a half.”

Another approving whistle. “Nice,” she said, reaching down to remove her skirt.

Which was the exact moment things went off the rails.

“Mine’s bigger, though.”

Her skirt fell to the ground, and Magnum’s jaw very nearly did the same. Her cock was gigantic, straining her delicate pink panties well beyond what should have been the breaking point. Big and thick and drooling, its dark length glistening with moisture. A simple flex of her hips, and her panties snapped, floating uselessly to the floor, unleashing her length in all its glory. Bigger than her god damn torso, easily twice the length of his own member. Complete with big fat fertile balls that very nearly matched her tits. Celestia’s beard, where the fuck was she hiding that monster?!”

“You’re prolly gonna wanna open wider, babe, it ain’t gonna fit otherwise~”

“N-now hold on just a fuckin’ minute here,” Magnum stuttered as he attempted to regain his composure. “You didn’t tell me you had a fuckin’ dick.”

“Wow, he has basic observation skills. I’m almost impressed. Now stop talking and get to sucking.”

“Hell no! I ain’t a fag, I’m not putting your fucking cock in my mouth!” Magnum stood up and stormed his way to the door, grabbing his clothing in the process. Or at least that was the intention. In actuality, he didn’t get beyond standing up before Masquerade calmly placed a hand on his chest and effortlessly pushed him back onto the bed. Naturally, he attempted to get back up, but found himself unable to. Masquerade had placed a foot on his chest and was holding him in place as effortlessly as she’d knocked him down in the first place.

“I don’t think so,” she said, pressing down just hard enough that it started to get uncomfortable without hurting. Magnum found himself caught off guard – he wasn’t exactly small. Built like an earth pony, and an ideal specimen of an Earth Pony to boot. Several hundred pounds of raw bulging muscle. And yet here was this five foot two mare, overpowering him without even the slightest hint of effort. “I’m not done with you yet. Hell, I’ve not even gotten started.”

“I’m not suckin’ your dick, you crazy bitch!”

“Fine, fine, then we’ll skip the foreplay, since you’re so eager,” Masquerade replied with a roll of her eyes. “You kinda look like you’d be bad at blowjobs anyway.” The smaller mare sat down on his abs, quickly grabbing his arms before he had the chance to even try to resist. Once again, he found himself effortlessly restrained in spite of the apparent difference in size and strength. And, of course, this specific position left her cock directly on top of him. It was even fucking bigger this close – long enough to prod him in the face as she began to languidly thrust. He squirmed as best as he was capable of in an attempt to get it out of his personal space. Somewhat unsurprisingly, it responded by growing even bigger. He could feel it pressing heavier and heavier on his torso as it lengthened and thickened and drooled. “Get off of me!”

“Shut up.”

“Mnf!”

“Oooh, yeah, keep talkin’, it feels good against my dick.”

“Mph!”

Masquerade didn’t react to Magnum’s continued indignant grunting. Maybe she didn’t notice, or more likely she didn’t give a fuck. She seemed content to press down more and more heavily on his torso. The bed creaked and groaned beneath their combined weight – her member had to be as big as some smaller ponies by this point. She was heavy, too, enough so that he found himself having difficulty breathing.

Filled with a new sense of urgency, he increased his futile attempts at struggling. All it really seemed to do was make him tired. It felt like all of his strength was just flowing away into nothing. Or, quite possibly, into Masquerade. The weaker and more tired he felt, the firmer her grip seemed to get and the heavier she seemed to weigh on his chest. Likely the result of his dwindling energy leaving him without the ability to properly fight back. But, then, on the other hand, her dick was getting bigger so why not the rest of her?

“That should be good enough!” she said, slowly lifting off of him. “Don’t want you to be too small or there’s no point!”

“What the fuck is that supposed to mean?”

“Why don’t you tell me?”

Magnum gave her a confused and angry glare. What the fuck was this crazy bitch talking about? Dimly, he felt a sinking horror in the pit of his stomach. A deep, primal dread. Knowing that there was something deeply, profoundly wrong before he’d properly taken in the situation.

And there was a lot to take in at once. Masquerade had indeed grown, for starters. He didn’t exactly have a fucking ruler on hand, but the fact that she was kneeling and still very nearly hit her head on the ceiling was telling. It wasn’t just raw height, either. Her breasts were bigger, hips were wider, and she was fuckin’ ripped. Gone was the lithe, athletic figure she’d had at the bar. Were it not for the giant fucking tits she’d look like a god damn bodybuilder. She made him look like a four foot nothing stick figure.

It was at that point in his train of thought that he realized that she didn’t just make him look like a four foot nothing stick figure. “What the fuck?! What did you do?!”

Masquerade casually fiddled with her pendant. “Magic artifact, lets me steal size and store it for future use. You’d be surprised how little of this came from you, actually!”

“Give it back!”

“Nah.”

“What the fuck do you mean ‘nah’?!”

“I mean why in Equestria should I? What are you gonna do, fight me? I’d like to see you try.”

She had a point, unfortunately, but Magnum wasn’t really willing to admit that. “Okay, fine,” he said after a moment. Best to be cautious – as much as he hated it, he was technically at a disadvantage. “You’ve got what you wanted, then? This was some kinda weird sting operation so you could steal my size or whatever?”

“Something like that. I never said I was done with you though.”

“Great,” Magnum replied with weary resignation. At this point if she wanted to fuck him there wasn’t really much he could do to stop it. No matter what he did, he was gonna hafta have a big fat dick inside of him in some permutation. “Fine, whatever, do whatever you want to me.”

“I don’t need your permission. Now hold still.”

He could, he supposed, attempt to fight back against her, somehow. Attempt to come up with some clever way to get around her. It probably wouldn’t even be hard. She was so big, he could probably make it to the door before she could manoeuvre herself to stop him if he really booked it. But, ultimately, there didn’t seem to be much of a point. He had to be at least a few feet shorter, and years of work on his perfectly chiselled figure were just gone. He had to hold his underwear up, lest it fall down and reveal his brand new micropenis to the world. At this point, being forced to do gay shit barely registered on the indignity meter.

Which was an attitude he almost immediately came to regret as Masquerade calmly reached over and grabbed him. He could have handled being fucked, but that wasn’t what she did. Instead, she opened her mouth unsettlingly wide and unceremoniously shoved him in.

Magnum went down quickly and surprisingly easily. He didn’t have the time to resist until it was already far too late. Masquerade had gotten her entertainment out of him, so there wasn’t really much point in lingering, lest he somehow manage to escape. She crawled over to her bed and sat down, causing the frame to creak dangerously. It wouldn’t break, of course – she wasn’t stupid enough to buy a bed that couldn’t handle a significant amount of weight. But she did so love the sound of it struggling to hold her up. She reached down and rubbed the sizable bulge of her stomach. Sadly, it wasn’t as big as it maybe could have been. She might have gotten a little bit carried away with the growth. Stealing his size would probably have been more than enough. But it wasn’t quite as intimidating as filling up most of the room.

“That was- urp!” she was interrupted by a small bit of gas as digestion kicked in, accompanied by Magnum’s briefs. She pulled them out of her mouth and tossed them aside. “That was fun,” she finished. “Now, since someone decided to skip the foreplay, I’m all worked up and need to deal with that.”

She reached down and began to stroke her enormous length, letting out a low groan. Best to take things slow for now. She had all the time in the world, after all.
Repopulating the Species

Chrysalis was a lost cause. That was something that most of the small handful of remaining drones had come to realize almost instantly. Too absorbed in her very specific vendetta against Equestria to actually be in any way an effective leader. She had been a lost cause ever since the invasion, but now that Thorax had turned almost everyone into a technicolour nightmare, she was outright a liability. Those few who managed to escape being made into abominations had quickly come to the unspoken agreement that it was time to find a new queen. They had stolen the remaining unhatched eggs and then ran off without any word to the former queen. The plan probably wouldn’t have worked had it not been for Thorax acting as a (ugh) king, interfering with the hive mind; Chrysalis was probably blissfully unaware there were any remaining unchanged changelings.

Of course, the damage had already been done. The hive was a shadow of its former self. It had already been a shadow of its former self ever since the failed invasion, really, but Thorax’s rebellion had been the final nail in the coffin. Literally transforming the vast majority of changelings into an entirely different species, as though that wasn’t basically dooming their race to extinction. Not that he would admit to that, of course. They’d heard rumblings that this was the changelings’ “true form” or some such nonsense. And in the meantime, the actual changelings had been left to rot.

It wasn’t impossible for them to bounce back from this, of course. But it would take time, and just a bit of luck. The first step was to wait for the stolen eggs to hatch in the desperate hope that at least one of them was a juvenile queen. The odds hadn’t been in their favour – there weren’t exactly many eggs, and juvenile queens were rare. But luck had been on their side, and exactly one of the eggs had been what was needed. It meant they only had one shot, and if anything went wrong then that was it; no more changelings. But it was better than nothing.

The next step was to ensure no one starved to death while they waited for the larvae to reach maturity. It would have been easier if they’d left the other, non-queen children to die. But, well, they needed every warm body they could get for eventually rebuilding the hive.

“Which brings us to the third step,” Regent Spiracle said, adjusting her glasses slightly. “Actually breeding a new generation of Changelings.”

“Okay.” Queen Elytra – or Future Queen Elytra, to get technical – wasn’t quite entirely sold on the whole thing. “Why do you need me, though?”

“Because normal drones can’t get pregnant. Only juvenile and mature queens. And we need you to be pregnant before you can go from the former to the latter.” Spiracle let out an exaggerated sigh, pinching the bridge of her nose in mild frustration. “We’ve been over this. Several times. You should know all of this, child.”

“I do! It’s just... I dunno if I’m ready, is all.”

“It doesn’t matter if you’re ready,” Spiracle said succinctly. “This needs to be done now, so unfortunately you don’t have the luxury of coming to terms with being royalty.”

“Right, right.” Really, she probably should have done all that coming to terms shit in the eighteen years of her life leading up to this point. She knew this was coming the instant she reached sexual maturity, and yet now that it was here she found herself utterly unprepared.

It didn’t help that the initial breeding had been... an ordeal, to say the least. Elytra was a very small person, only four feet tall. Apparently, this was likely the result of food being very scarce given the state of the hive, especially during her formative years. This would also apparently be rectified once she became a mature queen, which was another thing that worried her. The other changelings, or at least the ones not from the same brood as her, had not been severely malnourished in their formative years.

And so Spiracle was a good solid two feet taller than Elytra. She had very severe, sharp features, accentuated by the glasses – the only article of clothing she was wearing. Not that she was unattractive, far from it. As sharp as her features may have been, she was still soft in all the right places. A pert, round ass, wide hips, and large, perfectly formed breasts. A far cry from Elytra, who aside from the soft swell of early stages of pregnancy was very waifish. Small breasts, no real hips or ass to speak of.

And, most importantly, no big fucking horsecock. It was huge, hanging almost to her goddamn ankles and not even hard yet, with an equally impressive set of balls, fat and full and reaching to her knees. Thankfully, the drone they’d gotten to do the initial breeding was slightly more reasonably endowed – only two feet hard. That was the big difficulty that Elytra was having to overcome. Spiracle was just huge and she was gonna hafta take that monster very soon. And she was terrified of it.

But, well, there was no more delaying the inevitable. “Okay, so... how does this work?”

“First, obviously, you need to be pregnant. This triggers your body to produce certain hormones that, when exposed to royal jelly, will trigger your metamorphosis into a mature queen.”

“And, um, I get that royal jelly by...” Elytra trailed off nervously, but Spiracle picked up where the young future queen left off.

“By sucking my cock, yes.” She reached down and jiggled her balls, which let out a loud gurgle in response. “I’ve rewired these to produce quite a lot more than is strictly necessary. Hopefully that will compensate for your... somewhat stunted upbringing.”

“Okay.” Elytra swallowed heavily once again. “Let’s... let’s just get this over with quickly, okay?”

“Okay,” Spiracle replied with a gentle nod. “Open wide, your majesty.”

Elytra, after one final nervous swallow, did as she was ordered. Her regent walked forward and, as gently as was possible, crammed all two and a half feet of flaccid bugcock down her tight throat. “My apologies, your majesty. I’ll try and make this quick.”

“Glrk!” Spiracle’s cock was big, as had been established, and she could feel it pulsing bigger and thicker and harder in her throat. Massive blobs of hot, thick precum flowed directly into her stomach – or pre-jelly, she supposed? Whatever it was, the amounts were almost certainly enough to put any normal cumshot to shame. It felt oddly good, even as she felt her belly beginning to bloat.

“Just allow me to do the work, your majesty,” Spiracle said, her voice showing signs of strain. “You should have enough royal jelly in you shortly, and from there your metamorphosis should begin in about an hour.”

Spiracle’s words just barely registered. It almost felt like she wasn’t even hearing them. They floated in her ears where they drowned in the tingling, almost burning sensation, and the tightness, and the need. She wanted more. She fucking needed more. And she had a sneaking suspicion of how to get it.

Elytra’s body shifted into autopilot, which was fine; it let her focus on other, more important things, like that delightful fullness. Kneeling down as she was left her roughly head level with Spiracle’s balls. Which was good, because it left her hands free to reach over and grab her regent’s big juicy balls and give them a good squeeze.

“A-ah! Y-your majesty, what are you doing?”

“Mgnf,” was Elytra’s response, her mouth far too full of cock for anything more articulate. Not that she was feeling particularly eloquent at the moment anyway – she was more interested in savouring the increase in flow that resulted from the direct attention she was giving Spiracle’s balls.  She closed her eyes and relished the sensation. The fullness, the heat, the taste of Spiracle’s flesh, the way Spiracle’s erection was pumping bigger and bigger. It was already so big that it almost hurt in the most delightful way – and a little bit of changeling shapeshifting magic later and her body easily stretched to take whatever Spiracle was capable of. Mostly her belly stretched, swelling bigger and bigger as Spiracle’s output increased with her size, but also her throat was filled with even more cockflesh as her regent’s shaft rapidly came to full mast. A big, meaty knot filled Elytra’s mouth, the flow of precum doubled and then redoubled as her stomach bulged out obscenely, and her balls felt bigger and heavier in her hands as they prepared a climactic release of jelly.

“A-ahn! Your majesty, please, I’m going to- going tooooohhhh fuuuuuuuuckkkkkkkk!”

Spiracle erupted, like a god damn volcano. Clearly she’d not been exaggerating when she said that she’d rewired her balls to produce more than was necessary – if anything that felt like an understatement. Elytra felt her body filling out with gallons of gallons of sweet, sticky royal jelly.

And not just her stomach, she realized. But everything. It felt less like she was being filled with cum – or jelly, whatever – and more like Spiracle was directly injecting her with size. Her hips widened, her ass and breasts filled out, and her whole body grew. Her exoskeleton creaked and groaned as her proportions shifted. Even beyond her body’s overall growth, her limbs got longer. Her horn surged with new length, and with it new power flowed through her veins. She felt like she could do anything. Like a fucking god. She closed her eyes tightly as long, pale green hair flowed down her face like gossamer spider webs, and when she opened them again her vision was different. Deep, shimmering green irises with dark slits for pupils. A queen’s eyes.

Elytra wasn’t entirely sure how long Spiracle’s climax lasted. Hours, days, weeks? She didn’t know, they didn’t have fucking clocks! All she knew was that at some point her growth had knocked Spiracle onto her back, the suddenly much smaller drone’s hips thrusting weakly with the final dregs of orgasm. “I-” she exhaled, before interrupting herself with a grunt and a fresh burst of jelly that slid down Elytra’s eager throat. “I apologize, your majesty.”

“Mn, no need to apologize.” Elytra paused. Was that her? Was that her voice just now? She sounded like a completely different person. Deeper, echoing with power that hadn’t been there before. “It certainly seems to have worked wonders.” It took some effort – her limbs felt like jelly – but slowly, Elytra pulled herself away and stood up.

And up.

And up.

“Oh my,” she said, her confidence briefly slipping as she took in just how huge she was. She towered, an absolute colossus, her horn and ears brushing the cave’s ceiling to the point where she could barely stand up at all. She was taller than some buildings in Canterlot, and probably every building in Ponyville. To say nothing of her figure. Everything about her was huge. She reached down and gave her fat ass a squeeze, relishing in the fact that it was probably big enough that someone could get lost in it forever. Thighs thicker around than five normal sized ponies standing together. Her breasts were easily three or four times the size of her head, big and fat and leaking a sticky, amber nectar ready to feed her coming brood.

And speaking of her brood, her massively pregnant belly practically reached the ground. There had to be thousands, maybe even millions of eggs inside of her, just waiting to be fertilized and laid. Not that it seemed to impede her movement, of course. Were it not visibly obvious, she’d barely even be able to notice it was there.

And she was, she realized as she suddenly found herself having to duck slightly, still growing.

An eager grin spread across her face as she let instinct take over. She allowed her body to fall backwards, her fat ass colliding with the ground like a small earthquake, enough to knock Spiracle off her feet as well. The queen didn’t give her former regent any time to collect herself, spreading her thick thighs wide to show off her eager cunt. “Don’t just sit there, get the others. We’ve got a lot of work ahead of us if we want to repopulate the species.”

She licked her lips eagerly. “And let me tell you, I can’t fucking wait.”