Twilight rubs the back of her head as she makes her way out of her room. It had been quite the night before. Breeding Fluttershy again, and again, and again. The night was that of boundless pleasure. Pumping her broodmare full of her seed, she couldn’t believe how amazing the feeling was. How much she could enjoy such a viceful feeling. As she thought back to it she couldn't help but chuckle. Failing to really notice the amount of musk pouring off her body. Making her way out she shifts forms once more. Transforming her body back into a form that she had begun to forget over those few hours of pleasure. Looking over her body she sighs softly. The stench was getting harder to hide with her magic. Growing strong enough that she could feel it radiating off her body. She shakes her head, wondering if she would have to shower at least once. It was surprising how much stench built up over such a short time. Deciding to pay her queen a visit she starts to make her way towards Cadance’s tower. Though before she can get too far one of the guards catches up and stops her. “Apologies Miss Twilight, I don’t mean to bother at all. But I’ve been ordered to warn you and your friends that we may have intruders in the Capital.”


Twilight looks the guard over, it was obvious he was put off by the stench she was putting out. But out of respect for her standing he refused to say anything. Twilight smiles and nods. “Thank you for letting me know, I’ll keep my eyes out for anyone who might be suspicious.” She replies with a nod. Offering a quick wave of her hoof before starting to walk away. The guard offers up a salute as he turns and makes his way down the hall. Once he was out of sight Twilight grumbled under her breath. “You’ve got to be kidding me. I suppose it was only a matter of time.. What gave us away though?” She says under her breath. Knowing that no one else would be able to hear her. It doesn’t take too much longer for her to reach the princes of love’s tower. Reaching the top she knocks a few times before making her way in. Chrysalis who was resting up on the bed glances over. Looking exhausted as she slowly picks herself up. “Ah, my queen, I apologize, am I intruding?” Twilight questions, taking a slight step back. Frowning as she looks at Chrysalis.


“Hm.. No no.. Just a long night is all.” The queen replies with a slight smirk. “Was simply helping one of our princesses get a bit more in the spirits.” She says with a laugh sitting up before pushing herself off the bed. Making her way over to Twilight. “Well, how is my lovely little Princess doing?” She questions, her horn sparking as magic lightly wraps around Twilight’s head. Moving all the way down her form. Feeling over her form. Her fat, rounded body and hefty flesh. “Ahh you truly are coming along quite well aren’t you? Your body is truly almost fit for a queen. Just a little bit longer~” She coos lovingly, there was no doubt of the pride she held in her brood. Let alone the one who would help her lead the changelings into a new world of power. A slight grin spreads across her face as she leans her head off to the side. “Tell me Twilight. Are you proud of what you’ve become? Of the power I’ve granted you?”


“A-ah of course my queen! I would not ask for anything more. What you’ve given me is more than I could ever ask for~” She nods softly. Taking a long and deep bow to Chrysalis who simply smirks and nods. She already knew the answer after all. But there was more to this question than what she knew Twilight would say. Dropping her magic she turns and starts to walk. Looking up towards the window with a knowing grin. “Why do you ask my Queen? I do not mean to question you. But I simply would like to know if that is okay?” She questions, taking another deep bow to Chrysalis, who chuckles. Looking back to Twilight.


“I’m sure you’ve heard of what’s happening? The guards I mean, they’ve grown.. Somewhat aware of us. Not enough to find us outright. But as our brood grows. It shall become harder and harder to hide. Especially with these.. Special morphs as to say. With our new broodmares, and your friends of course.” She explains with a short nod. “It will take some time. Though I will need your help moving forwards. We must act quickly. Spread our corruption, our filth across the tower. That is where I need you. I must tend to our drone, prepare them for the big day to finally deal with any others who might stand in our way~” She turns around and starts to walk. Gesturing towards the resting horde of drones who watch the two royal morphs with a look of lust and want. Ready to be fed their love at a moment's notice. “So I will need you to do what I cannot. You will need to corrupt  and transform the rest of your friends. I will allow you to choose who you start with and how you corrupt them. All I ask is that you use this time to expand your brood. To spread your love for our kind, and show others how truly amazing it is to be one of us. Can you do that?” 


Twilight nods and smiles. “Of course my Queen, I would be honored to!” She replies with a firm nod. The pride swelling in her body evident on her face as she offers a deep bow to Chrysalis. The Queen chuckles softly and turns.


“Best of luck then young Twilight. I know you will bring great things to our people.” She pats Twilight on the head before turning to climb back into bed. Twilight gives a slow nod in response. Closing her eyes and really taking what was said to heart. The pride swelling in her chest once more as she grins, and turns to make her way out. As she’s walking back she finds herself falling deep in thought once more. Thinking over what to do next, who to change next. She still had so many options. All of her friends were still proud and important candidates. The main question though was who to start with. Who would cause the most problems, of course Applejack was the main physical problem, but she knew she could probably get through it if it came down to it, she had ways of convincing her everything was okay. Pinkie Pie held little to no threat at all. She wasn’t at all serious and didn’t cause her any problems. The last one was Rarity, she was an interesting case. The more she thought on this the more her attention fades from everything around her, not even noticing where she was going. Just walking, and walking until finally something happens.


Suddenly Twilight breathes in a hefty deluge of perfume, the scent of it burning her snout and knocking her out of her thought, though it didn’t give her enough time to react as she walks right into Rarity, knocking the both of them back on the ground. The both of them yelp in surprise, but Rarity is the first to speak up. “H-hey! Watch where you’re going, don’t you know who-” She trails off, looking up to Twilight with a blush, using her magic to brush her mane back, before walking over and offering a hoof. “A-ah sorry Twilight dear, I didn’t know it was you..” She shakes her head, raising a hoof to her head with a small huff. “I simply cannot believe all this ruckus.. It’s so bothersome, especially when I’m trying to prepare everything before the wedding. After all, my outfit must be divine.” She laughs softly. “Ah but I’m rambling aren’t I? Sorry again Twilight, please tell me how have you been doing, since we haven’t spoken in quite some time?” She asks, though before Twilight can say anything Rarity’s face shifts, frowning as she goes to tilt her head up. Sniffing a few times in the open air before gagging. “E-eugh.. What is that.. Horrid stench? Do you smell it Twilight?” That’s the part that worried her about Rarity.


“Smell something? I can’t say I do Rarity, perhaps you’re just worrying about something that’s not really there?” She offers with a small, albeit shakey smile. Rarity’s sense of smell and cleanliness would make it hard to hit their scent. Rarity shakes her head and frowns, raising a hoof to attempt to wave away the stench.


“N-no I swear Twilight, there’s something stinking up this entire wing of the castle.. Eugh.. I know I’ve smelled this before?...” She mutters, that caught Twilight off guard a bit, she goes to ask where but Rarity simply continues. “Hmm.. Ah! It was from Princess Cadance’s tower?... I suppose that makes sense we are close to there.” She muses aloud before sniffing again, eyes locking onto Twilight as she walks a bit close. Twilight steps back slightly, writing it off as he tosses her mane back. “Have you spoken to her at all recently? I know you two had a bit of an argument when you first arrived?” She questions leaning in with a hushed tone.


“H-huh? Well yeah me and her had a talk, why do you ask?” She questions, still holding that false smile as she tries to figure out what Rarity was getting at.. What her plan was here. The mare nodded slightly, taking one more deep breath as she pulled off. Twilight doesn’t say anything else but she could see it, Rarity was starting to get suspicious. Or at least that’s what she felt. She would have to be the first to go, no matter what. Looking over her friend. “So.. Are you up to anything today?” She questions trying to change the subject but as Rarity steps back she shakes her head, narrowing her gaze slightly as she stares at Twilight.


“Oh Twilight.. Come now, I know what you’re getting at.” She says with another sigh, for just a moment Twilight’s horn sparks, Rarity didn’t seem to notice, but it didn’t matter, Twilight wouldn’t need much to deal with her. But before she can do anything Rarity smiles. “I can smell that you haven’t cleaned yourself since we got here. Let me guess, you’ve been helping Cadance prepare for the wedding, since you feel so bad about everything that happened when we first arrived? That’s so very sweet of you dear.. But you should really take care of yourself as well.” She scolds  lightly, tapping a hoof against the ground. Almost right away Twilight’s worry and fear quickly fades as she looks Rarity up and down one last time. Trying to see if this might be a joke of some kind. But she could see she was serious.


“A-ah yeah.. Sorry I’ve been up late every night helping out. I guess it might have just slipped my mind or something?” She replies with a small laugh, trying to play it off as well. “I’ll just go back to my room and do that right now.” She goes to walk past Rarity who quickly stops her and smiles.


“Oh come now dear, with how bad you smell right now. You’re going to need quite a bit more than just a shower to get that all off. Why don’t you come back with me and I’ll clean you up~” She replies with a smile, Twilight pauses and takes a look around, it didn’t appear there were any guards nearby. No witnesses, looking back to Rarity she thinks for a few moments before smiling and giving a small, but hesitant nod. This would be her perfect chance.


“Hmm yeah I guess you’re right Rarity, it would be best to clean up a bit~” She says with a small chuckle. “Lead the way I’ll go ahead and follow behind.” Twilight gives a quick wave of her hoof, and Rarity offers a warm smile and nod in response.


“Wonderful! Let’s be on our way then. Maybe you could even help me try out a few outfits I set up for the big day~ Who knows who could show up there~” Rarity replies with a sparkle in her eyes. “The connections I could make there, the names I could bring to the Boutique~ Ahhh the thought of it is beautiful isn’t it Twilight?” She spins around on her hooves a bit, eyes shut tight. Twilight made no attempt to hide her grin. She hadn’t thought much about it but it could prove useful to still have all of her friends performing their jobs back in Ponyville. Taking over Canterlot would be a great move for her and Chrysalis’ hive. There was no doubt they wouldn’t be able to take over all of Equestria quite yet. The question is would they really want to either way? They would still need a source of food after all. There were plenty of ponies in Ponyville each one ready to be claimed by them for their love. Her mouth watered at the mere thought of it, and not only Ponyville but all over Equestria. Whoever they didn’t convert would simply become a source of love. As long as they kept up appearances then they wouldn’t even have to worry about anyone interfering. She does her best to contain herself. Not waiting for an outburst in front of Rarity as the two of them made their way down the hall.


Luckily it doesn’t take too long for them to reach her room. Rarity opened up the door and led her friend inside. Looking back with a warm smile while doing so. “Here we are dear, go ahead and take a seat at the dresser. I’ll get everything ready.” She says leading Twilight inside who nods softly. Taking a look around the room Twilight nods, this was certainly Rarity’s room. The various pieces of fabric. The different mannequins. She couldn’t help but chuckle softly. Sure she could just close the door and pounce on her friend now. Corrupt and change her now and be done with it. But there was simply no fun in that. Playing along for the time being she makes her way over to the dresser and takes a seat. “Wonderful darling~ I’ll be back out in just a few moments~” She coos softly with a wink. Before turning and slipping back into the bathroom. While Rarity was gone Twilight pushed herself out of the seat quietly so as to not make any noise. A small grin flickers across her face, bowing her head as she starts to walk around. The question was.. How did she want to do this? She could certainly have a good bit of fun. Nodding softly to herself she starts to get to work. Picking up one of the mannequins as a very evil plan dances through her mind. A malicious grin flickering across her face as she quickly gets to work. Getting everything together while she kept her gaze locked on the bathroom door. Waiting for any signs of movement on the knob. 


Meanwhile Rarity hums softly to herself, setting up a few candles, and dimming the lights. Generally setting the mood for what was to come. Excitement coursing through her body as she lightly hops from hoof to hoof. “Oh I’ve always wanted to hold a little spa session of my own~ I’ve been to the Ponyville one more than enough to properly understand what I have to do.” She laughs, flipping her mane back a bit as she looks down into the hot steaming bath. The perfect temperature for a nice warm bath. To get rid of whatever that stench that was sticking to the friend was. As she continued top prep her mind began to wander back. Thinking about just what the smell was. She knew it from somewhere.. Of course she had smelled it around the castle the past few days. It had stuck in her mind due to just how strong, and foul it was. But there was something else, something she couldn’t quite remember. The more she thought about it the more it dug into her mind. Eventually stopping her prep as she leaned up against the side of the bathtub. Looking up to the ceiling. She thought further and further back, until her mind finally landed on one memory in particular.


When they had first arrived at the castle Rarity remembered meeting with Shining armor, it was around then when she first coughed a hint of that stench. Of course back then she had written it off. Mostly because well guards were active most of the day, it wouldn’t be too surprising for them to stink after a long day of work but then she got another smell of it later in the day. One that she had almost forgotten, when the group had met up with Cadance the smell seemed to grow even stronger. In fact during that time Rarity felt like she was going to lose her lunch. It took everything she had not to say anything about it. All she could do was just sit back and listen to Twilight and her talk. She was surprised no one else could smell it, or at least no one reacted like such. As that memory comes back to her she visibly shutters. Pushing herself off the bathtub she shakes her head. “So the smells have been here since we first got here huh? Has Cadance really not cleaned for that long? Enough for it to start to rub off on Twilight?” She muses quietly under her breath. She couldn’t help but wonder if there was something she was missing here. There had to be something more going on.


As she’s standing there her ears twitch, hearing the sound of something grinding against the floor outside. Thinking Twilight was about to come in she blushes. Having gotten so lost in thought she completely neglected her friend. Opening the door with her magic she puts on a smile as she looks out the door. “Ah I’m sorry Twilight I... Got a bit…. Distracted…” She trails off pretty quickly looking around the open area she looks for her friend, who should have been sitting in the chair. But looking around she noticed there wasn’t… Anypony in the room. Frowning she lets out a small, frustrated growl. Kicking the bathroom door closed with an annoyed huff she couldn’t believe Twilight would just leave like that. Shaking her head a bit she turns her attention towards the window. She couldn’t exactly blame her either, she did take a long time.. It was getting late too, and the wedding was tomorrow. But still she couldn’t help but feel a bit disappointed. It certainly didn’t help that the filthy stench that swirled around Twilight seemed to linger. But Rarity does her best to ignore it, as hard as it was.


Sitting back down at the table she shivered, feeling the seat was noticeably wet. Rarity shoots up out of her seat with a yelp quickly jumping out of it with a deep blush. “O-oh what in Tartarus was that?!” She questions looking down to see a stain covering most of the plush seat. Rarity winces in disgust. Not even wanting to give it a sniff. Shaking her head she whines. “Twilight, what is wrong with you lately..” She grumbles, deciding to just cover the chair up with something and get some sleep. The wedding was tomorrow so she needed to get some rest. Reaching over to a nearby mannequin she grabs the cloth off it. It was one of the cheaper brands, so maybe she could just cover it up and be done with it. Though after covering the chair up. Rarity pauses, and looks over towards the mannequin that she had taken the cloth from. That thing wasn’t there before.. In fact she knew that she didn’t put one there. Looking over to the other collection of mannequins she mouths a few numbers. Counting them up, pausing and counting the last one… There was an extra one. She took inventory before arriving here, she knew how many there should be. So why was there another one that she certainly didn’t bring. Rarity couldn’t help but wonder if she was just going crazy, if he was losing her mind or if there was actually something going on. Gulping softly she turns her attention towards the group of mannequins. Her horn sparks as she prepares a spell. Magic wavers around the spiral protruding from her forehead, ready to attack at a moment’s notice. “T-twilight? Is this your doing? I-I figured you were above such childish pranks and jokes..” She explains, squirming around slightly as she tries to stay calm and focused. Staring at the group of mannequins in front of her. Moving closer and closer as she just tries to figure out what all this was.  Using her hooves she slowly pushes the cloth off the dolls, watching the strips fluttering down to the floor revealing under each and every one of them just another mannequin. Shaking her head Rarity sighs, composing herself as she  stands in the middle of all of the props. Okay, maybe it was all in her head. She was probably just overing thinking it all or something.


Though as she thinks this to herself, she fails to notice small, green flames flickering off one of the mannequins. Slowly rising up, before sparking a circle of flames around it. The wooden face splitting apart as a wide grin creeps across its face. Eyes opening to bright green with purple irises. “Gotcha~” Twilight coos softly, Rarity yelps, not even processing what just happened as she fires a blast right at her friend. But it’s easily deflected. Knocking the magic blast off course and sending it flying off in one direction. Crashing into a nearby wall as Twilight laughs. “Hahaha~ You’re lucky I’m the element of magic~ Or maybe you could have done some real harm.” She remarks with a small laugh, looking over Rarity who stared in horror and disgust at Twilight. Her wretched insectoid form. The filth caked into her chitin, all of it was utterly filthy. But despite it she could still see her friend in it. Rarity opens her mouth to say something. Sputtering out a few noises. Obviously trying to say something, but she just couldn’t get the words out. “Are you wondering what happened? Why am I like this?” She questions, taking a step forwards, walking past Rarity as her tail whips around slightly, sending a few specs of filth across Rarity’s snout. Crying out in horror she quickly tries to wipe the filth off. Though the more she tries the more it soaks into her fur. Crossing her eyes she could see her pristine white fur slowly being taken over by a foul, disgusting brown.


She tries to gag, force the natural reaction she would have to something like this. But she couldn’t do it. In fact, the more she breathed in that stench the more she almost began to enjoy it. The stink that now hugs around her snout as Twilight reaches a hoof out. Running it along the mare’s ass. Her cracked horn sparking, giving her ass a few firm gropes. Licking her lips as she chuckles. “Now then. What could I make you into? What could you become, hmm? A broodmare, a brute? Something else? Perhaps there’s another form I could have you take~” Twilight muses aloud, chuckling happily before spinning back around, and finally approaching Rarity from the front once more. “Tell me, is there anything you’d want to become Rarity? I do want to ask, after all you are one of my closest friends~”


Rarity stares up at her, Twilight’s body is massive. Nearly standing at the same height as Celestia herself. Maybe not that large but still much larger than she thought she should be. She sputters out a few words. Obviously confused and terrified of whatever was happening. She simply couldn’t understand what was happening. What this thing was. “I-I.. Twilight..” She mutters out, Twilight had already stolen away her words. What she would have said, what she would have asked. How many times had Twilight been asked this before? Was she not the first, it was strange. But with that question there was. A sudden surge of jealousy that shoots through her. Making her blush heavily in embarrassment before turning her gaze away. Why wasn’t she chosen first? She thought she had a pretty close relationship with Twilight. But there was an even better question.. Why was she jealous of this? She shouldn’t be right? She shouldn’t feel that was about whatever was about to happen to her as he blushes even deeper. Looking back to Twilight. “W-why are you doing this?” Is what she manages to get out, staring back up to Twilight.


Twilight actually grins at that, stepping back with a small laugh. “Ahahah~ Interesting. I wasn’t expecting that from you~” She reaches up, wrapping her filthy hoof around Rarity’s body. Pulling her in close before looking down to Rarity, watching the chitin slowly start to spread across her neck and torso. Her fur matted over as filth covered it. Slowly coating it in its filthy muck. A Wide grin spread across her face. “I’m doing this because I’ve been shown how  wonderful this is, how great I feel like this~” She remarks with a pleased laugh. Pulling Rarity close, shoving her face firmly in her foul smelly chitin. Really rubbing it in there, working it deep into her new chitin as she chuckles . Rarity almost right away can feel her mind swimming. Various desires, wants and needs filling her mind as Twilight speaks to her.


“H-how.. Wonderful?” She questions, tilting her head to the side. The confusion gripped her entire mind. Clouding her thoughts even further as her body continues to change, taking on a much more insectoid form. Eyes clouding over, taking on a dark green color as her ears fold back. She could feel something rising in her body. A warm, lustful surge poured through each and every inch of her. She wanted nothing more than to just submit, to give into her queen and listen to whatever she wanted. But at the same time Rarity knew this wasn’t right. That she couldn’t just give in, whatever had taken control of Twilight was trying to worm its way into her head too. She could feel it too, the stench that she had hated since getting here was quickly growing more and more addicting. Her nostrils expanding, eyes rolling back as she breathes in more and more of the foul scent. She couldn’t help but feel her eyes roll back, taking in long deep breaths as Twilight chuckles softly.


“Mmm that’s it, just breathe it in~ You don’t have to worry about anything else anymore. You’re just my caring, lovely little drone aren’t you Rarity?” Twilight questions, leaning in a good bit closer. Pressing her face up against Rarity’s. Her breath blasting the unicorn right in the face, sending another wave of lust and confusion pouring through her body. Her gaze still firmly locked on Twilight’s staring deep into her eyes. While her mane and tail grow much more filthy and ratty. Pristine white fur soon being taken over fully by shining black chitin, stained with various amounts of filth. By this point her thoughts were far too cloudy to think for herself. She was no longer Rarity in anything but name. No longer having an identity of her own. She was just a drone, ready to be used however her queen wanted. Finally Twilight chuckles, letting go of Rarity who stumbles back. Slowly the queen starts to walk around her new drone. Examining her body, looking over it and taking one of her hooves. “Hmm turned from such an uppity beauty queen to nothing more than a drone~ Perhaps you like it better this way? Or do you still want to turn back?” As Twilight asks this Rarity could feel each, and every word slowly engraving itself in her heart.


She didn’t want to turn back, she wanted to stay this way, she could feel her pussy pulsing with each breath. The air in the room had begun to grow stagnant. An ever present stink hanging onto each and every corner of the room. Out of the corners of her eyes Rarity could see paint peeling off the walls. Her fabrics growing stained with filth. Deep down, a small part of her was still trying to fight against it, break free of the corruption. But by that point that feeling was so small and it was shrinking faster by the second. Swallowed up by the endless amount of love for filth and her queen. “No, I think this form is perfect my queen~” She says with a quick shake of her head. Feeling that warmth spread further across her body. Blushing heavily, squirming in place Rarity can feel her stomach rumble louder. Twilight chuckles slightly, resting a hoof on her chin as she looks down to Rarity. 


“Ah? Is my new drone perhaps hungry?” She questions, pulling back before starting to make her way over to the bed. “Of course, you would be~ After all you didn’t eat all too much as a normal pony~” Twilight giggles once more, plopping herself down on the bed. “Mmm with your new body you must be starving am I right?” Rarity’s eyes slowly drift down, staring at Twilight’s massive hole, watching it flex and twitch heavily. Her hole opening and closing, as if trying to entice her further. Without much of another word she starts to move forwards slowly. Taking slow steps as she shakily moves towards her queen’s hole. She already knew what to do  kneeling down in front of Twilight, Rarity tilting her head back. Opening her mouth nice and wide. Staring up at the Changeling queen with a low murr of pleasure. Twilight does nothing to hold herself back grunting loudly as she lets rip a massive PPPLLLRRRBBBBTTT Blasting Rarity right in the face with a low burst of gas. If there was any resistance left in her that one burst would be enough to fully break her.


But with nothing left Rarity can only moan needingly, letting her tongue hang out as Twilight starts to push out an absolutely massive log of filth. The warmth of the log wafting off and down into her mouth. Already the heat of the filth was almost blissful to Rarity, eyes rolling back as her tongue rolls around ever so slightly, lapping at the slowly descending log of filth slowly pushing down into her mouth. As soon as that first log hits her tongue a sudden surge shoots through her. Making Rarity shutter in bliss. She couldn’t believe the feeling of it. The taste, the warmth, the slimy texture of the log. She could feel it pushing towards the back of her throat. The new drone doesn’t even bother to chew the filth, letting it slither down her gullet, bulging out her throat as she groans with pleasure.


Twilight grunts once more, chuckling softly as she licks her lips. “Ohh there you go~ Now doesn’t that just taste amazing huh?” She questions, relaxing her body, pushing harder and harder. Her horn surges with magic as she starts to stroke at her quickly hardening shaft. “H-hrrff I can’t believe~ How well this is going.” She thinks aloud, leaning down on her hoof as he pushes harder, her plans coming along amazingly. She would only need a few more friends, once they were all corrupted they would be ready for their wedding day. Eventually the log slowly starts to taper off. Rarity’s stomach started to bulge heavily. Swelling, and sagging heavily. She could feel her body bloating out. Growing fat with the amount of filth that had been pumped into her body. In the very back of her head she felt perhaps she would fear what was happening to her body. Maybe she would have been terrified once upon a time. But now all she could feel was lust, the desire to serve her queen. But she still felt like there was something she was missing. She still felt so empty, despite her fattening body, her full gullet. There was still something she needed.


Her eyes slowly drift up towards her queen’s cock. Watching it throb and pulse, leaking a good bit of pre cum. Twilight notices this rather quickly, the gaze following her shaft as she lightly sways her cock back and forth. Almost hypnotically so as she laughs once more. “Ahaha~ Do you want a taste of this? Want to guzzle down my seed as well?” She pauses her sway, looking down towards Rarity’s pussy. “Mmm~ Turn around my drone. Your queen has a gift for you~” She coos softly, Rarity nodding along slowly, shakily standing back up as she turns around, wiggling her rump around with a small giggle of pleasure. “That’s it, that’s a good drone~” She remarks, and without another word she swiftly mounts Rarity, resting her entire weight on the smaller drone, lining her shaft up with her ready, fat lipped pussy. 


Reeling back Twilight gives a short moan, hanging back just long enough to make Rarity groan in need. Before suddenly pumping her hips forwards. Slamming her length deep into her new drone. Forcing her to take all of that length as she starts to pump in and out. Bowing her head down she starts to speed up her thrusts. Growling lustfully as she starts to speed up her thrusts. Each pump sends more and more lust through Rarity’s body. She couldn’t even speak at this point, only letting out small moans and groans of bliss. Her eyes hazing over even further as Twilight bows her head down further, burying her muzzle into her neck, taking in long deep breaths of that stink. The stench wafting off her was truly divine as she would say. Each one of her broods had a very unique smell to them. It was the best way to tell them apart. Each one of them smelled foul, but they were foul in their own way. But of course, none of them were as strong, or as distinct as hers. As the hive queen her stench was just as worse as her teacher, if not worse. 


Slowly her pumps start to slow, growing slower, and harder. Pounding against her pussy with a loud wet slapping noise. Chitin against chitin slamming loudly against one another. Mixed only with the sound of gasping and groaning moans. Her tongue rolling out, eyes rolling back as Rarity is pounded like an animal. With one last firm thrust she slams her entire length deep into her friend’s body. Stuffing her to the brim before blowing her load again and again. Cumming over and over, each load pumped into Rarity filling her almost stuffed body even more. “O-oohhh!~ M-my queen~ Y-your seed is so warm! So lovely~” She moans out, tilting her head back as Twilight wraps her forehooves around Rarity’s neck, pulling her in tight as she finishes unloading into her newest drone.


The two of them start to come down, Twilight pulling Rarity into bed with her, cock still firmly stuffed into her pussy. Though the two of them had begun to come down, calming down and coming out of their hazy lust. However as the two of them are laying there they fail to hear the sound of soft humming coming from outside as hooves skip up the stairs, ending right at the front door. Before a loud knocking echoes through the room.