The Changeling Next Door

Chapters

Pony like a rock star
The chemist of the trees
Can you feel the love tonight?
The new sherif in town
The cream of the crop

Pony like a rock star

Author's Note

A quick word before you continue reading. This clopic was certainly a product of its time considering it reads like it was written by a 14-year-old. This is why I won't make any changes to the story itself but I will say that my mind is in a less terrible place this day than what came up with the asinine ideas of what I wrote here. For any readers reading this in 2020, I say know that this story sucks. At least to me. It has some very questionable content that is skimming the line the rules of Fimfiction and I do not intend to continue the story in the same fashion.

Perhaps I could alter some of the chapters and implement better grammar or edit out parts that I as an older person now would never consider writing but I hardly see the point. I'm gonna leave it alone and hope this doesn't come back and bite me in the ass cuz the moment it does I'm deleting this steaming pile of garbage. This will then be followed by me writing more steaming piles of garbage that may be slightly less stinky because I'm bored. But I'd like to say thank you to those who liked the story and supported me. You are the reason I ever came back here. I think you guys may deserve an ending or at least another chapter. With that said, if you are reading this as a new reader, expect what you would expect written by a sexually confused teenager who got infatuated with cartoon ponies.

-Regards, Redout

Pony like a rock star

In the royal dining hall of the Changeling Hive...

"Don't slouch, dear, it is not proper manners." Queen Chrysalis, the ruler of the changeling hive, sat in her royal dining throne, instructing her son of proper mannerism. Her son sat on the opposite end of the grand, twenty-foot long table, holding a hand to his ear for he could not hear what his mother said.

"Excuse me?" he said, "I didn't hear you, mom. What was that?"

"I said don't slouch." She says sternly, leaning forward a bit and speaking louder. Her long, lustrous, pale green hair full of holes drooped over her ample breasts and skating above the food on her plate.

"What?" Her son, who goes by the short name of Fred, poked a finger into his ear to clean out whatever was obstructing his hearing.

"I said don't slouch!" Chrysalis said louder, standing up from her seat to lean in further.

"Don't grouch? I'm actually in a good mood today, mom." Fred said back, shrugging his shoulders and poking his dinner with a fork.

"Oh for the love of..." In frustration, chrysalis sat back in her seat and snapped her fingers. She used her magic to teleport the unsuspecting Feedback into the seat next to her. Plate and all.

"I said don't slouch. Honestly, dear, why do you sit so far away from me? Are you scared of your own mother?" Fred didn't answer right away. Not only because it was a difficult topic, but he was a little frazzled by being suddenly teleported from one place to another. Magic was unfamiliar to him since he could not use it. When it's used on him, it leaves him a little shaken up.

"I uh....." Fred stutters for a bit, trying to find an answer. He brushed a hand over his head to make sure his short, spiky, purple hair was still there. " I just feel that my place is just on the other side of the table."

"Honey, this is your seat." She says in a dead-pan tone. She showed with a hand Feedback's name inscribed on the chair that he was sitting in. "You're my only son and your place is right next to me where mommy can hug and kiss you!" She reached over with her slender arms and pulled Fred's head into her humongous bosoms. She wore a satin black dress that hugged her slim body like a glove, giving her extreme, ample cleavage. She gave him several pecks on the head as he flailed about, trying to pry his mouth from in between her glorious tits.

"Mom...can't breath...." He muffled into her chest. His cool breath sent loving shivers down Chrysalis's spine. She loved it when her only son "accidentally" motorboated her well-endowed assets. In fact, she loved just about any skin contact with her son. It gave her tingling in her nethers.

"Oops...sorry, love." After a seemingly delayed-release, Fred inhaled a pocket of air and slumped back in his seat.

"Sorry, mom." He wheezed, trying not to blush from her mother's affection. "I guess I've been a little distant lately."

"Why distant?" Chrysalis prodded, taking a lady bite of her mashed potatoes. "You don't talk to me as much as you used to." She made a pouting face to her son. Her lustful, green eyes sparkling with desire as she ogled Fred's chiseled chest. He was wearing that gray muscle shirt that she just got mad horny over, along with his favorite black skinny jeans with the chain belt that only "Douchbags" would wear but looked so tantalizing on her son.

"I'm sorry, mom." He said again with a sheepish smile. "It's not that I don't like to talk to you, but you're the only person I could talk to." Fred cut a piece from his turkey leg and took a bite. It was surprisingly juicy. Chef Nougat was an exceptional cook.

"What I mean is...," he paused. "There really aren't any other changelings in the hive that I could have an actual conversation with. Most of them are too dumb because they're attack drones or trip over themselves. After all, I'm the one and only prince." Fred tried to explain his peril, but his mother was to busy looking at the slight bulge in his pants.

"Go on..." she said. In her head were steamy memories of seeing her son naked in the shower recently by "accident". His "little solider" has really grown since his twentieth birthday, in both thickness, and length. He's a real filler' upper' she lustfully thought, licking her lips.

"I mean...sure I'd like to talk about what I like, but what about them? I'd like to get to know somebody who didn't treat me like royalty. Even if that is what I am. I want to find a friend, or someone, who can treat me like I'd treat me: just a regular guy."

Chrysalis was still not listening. Too busy having naughty wet daydreams of her son's monster phallus. It shook her to her core thinking about that dick. How wet it makes her...

"Wouldn't you agree mom?"

"Huh?" She snapped out of her trance as she looked at her son's curious face.

"Mom, are you okay? You look a little under the weather." Fred said, tilting his head.

"Oh...um... I was just uh...." Chrysalis paused for a second until an idea spawned in her mind. "I was just thinking about how to solve your problem!"

She actually did have an idea. A resplendent idea. A dirty, sexually driven, naughty idea.

"Ever since you were born my beloved son..." She started. "You were born with a gift. You give love rather than feed on it."

It's true. Strange as it may seem, Fred was quite possibly the first "anti" changeling to be birthed. His muscularly toned body radiates the purest energy that all changelings feast upon. Love. It practically overflows with it. It builds up in his body like nectar ambrosia, seeping out of every pore of his body. Mere skin contact could leave you a sopping mess of vaginal fluids from the unbelievable sensations if you're not too careful. His mother however could only feel a small percentage of it because changelings can't feed off of other changelings. It truly frustrated her to no end not being able to feel the full force of his love. It'd be like a runaway freight train of orgasms.

She's only felt his love once.

It was when he turned eighteen when his love began to build up immensely due to his changing body. It piled on him so severely, he almost went insane with lust and desire. He locked himself in his room for a few days, completely unknown to what was happening to his body. He sweats, and tossed, and turned. His skin burned all over as his body writhed in agony. He mumbled to himself, losing every bit of self-control. His member erect in full force, twitching with demanding wanton desire, begging to have something wrapped around it.

That was until his mother walked in to check on him.

"Is everything okay sweetie?" She asked, walking into his bedroom.

At that moment, everything made sense to Fred. What he had to do to make this go away, to sate his raging desire. The unthinkable.

Chrysalis always loved her son in more ways than one, but even she didn't expect to be pounced on by him.

"Honey. What are you doing?" She says in surprise, trapped between the velvet sheets of his queen-sized bed, and the weight of his body holding her arms apart from her ample chest. Fred said nothing, only thrust forward into a passionate kiss. Chrysalis squeaked in surprise at her son's sudden invasion of his tongue in her mouth. But it felt so good....it felt so right...

She kissed him back, moaning as he slid his hand up the hem of her satin dress. The same dress she wears today as a reminder.

The feeling of his fingers on the black skin of her thighs sent shivers down her spine. They released their passionate kiss, inhaling short gasps, and quickly heating the room with their ragged breath. Chrysalis looked down and noticed her son was only wearing a pair of boxers. A gigantic tent pitched in his groin. She felt all too familiar wetness between her legs. It burned her up inside, and filled her with the greatest contempt to know what she wanted was about to be given to her.

Her son's massive meat inside her soaking marehood.

"Fuck me." She stated, giving her son a determined look of lust. Fred was already on the edge of self-control. His mind is driven by the animalistic need to fuck. He slid his hand further up her dress until his fingers reached the band of her thin green panties.

Chrysalis's horn glowed a green aura, enveloping his boxers, and pulling them to his ankles. His meat was released into its full glory, throbbing with arousal. Oh gods it was so glorious....the envy of any stallion. And it was all hers.

Fred was losing his patience. With a swift motion, he pulled off her mother's panties from underneath her dress. His body shook with anticipation, he couldn't hold it any longer. He didn't have time to take off her clothes, he needed to be inside her. Now!

Sliding his hands over her slender legs, he spread her thighs apart, revealing her already soaked and puffy cunt. Her long green tail twitched and swung beneath it, like a beckoning finger to his mother's mouth-watering uterus. Chrysalis braced herself for she knew what was coming next. Taking a fast hold to her leg with one hand, and clutching her left breast with the other, he plunged into her at full force.

Chrysalis screamed in both pain and pleasure as he shoved his massive member farther into her tight pussy. Her mouth hung agape at the amazing sensations that crashed onto her body wave after wave like currents on rocks. Just the feeling of being filled beyond her wildest dreams has already left her a drooling mess.

"Ah.....ah!" She gasped as he let his member reside in her convulsion cunt for a few seconds. Her walls squeezed his currently stationary member, soaking it to the brim, lubricating it for the passionate pounding he was about to give her.
The velvet fabric of the bed sheets was already stained with her overflowing love juices, by simple penetration alone, Chrysalis has experienced her first incestral orgasm. God did it feel absolutely wet, and amazing.

Enough of this, it was time for Fred's hunger to be fed. Pulling agonizingly slowly out of her sopping mare hood, he grabbed the light fabric upon his mother's breasts and pulled with all his might. The skin-tight fabric ripped like paper, her gorgeous mounds popping out, and jiggling as if really all they were were sacks of milk. The same milk he drank when was just a baby when he used to suckle on her green-tinged teats.

This time, he grabbed hold of her tail with his free hand after balancing her lifted leg onto his shoulder and gave it a pull as he thrust all of his girths inside of her again.

"Aaaaggghhh....yeeeessss!!!!" She screamed to the heavens as her beloved son steadily pounded her soaking love hole. "Faster! Fasteeeerrrrr!" She yelped in passionate demand that her son bites her firm nipples as he proceeded to fuck her. He happily obliged. He gently dug the tip of his fangs into her sensitive mounds, thrusting his meat into her at a much faster pace.

"Ah...ah....ah...ah!" She let out a gasp with every thrust, their black-skinned bodies audibly slapping from all her love fluids in between them. He pulled her tail harder, shoving his dick farther into her. She could feel his tip brushing her core. No one ever touched her core. It was enough to make her body rock on yet another orgasm. Her cunt clamping around him like a vice, spewing her mare juice all over his already moist spire and bedsheets.

With her free hand, she grabbed him by the hair and pulled his face to hers. His violet eyes meeting her deep green ones. "Bite me..." she moaned, barely able to even conjure a sentence as she was getting fucked silly. After his order, Fred brushed his muzzle over her open neck and bit down.

"Ah!" Chrysalis let out a yelp of pain, but exceptional pleasure as a small trickle of blood flowed down her neck from his open maw.

Fred could feel he was on the edge. The pressure on his groin was getting more and more immense with every loud wet slap from soaking skin to soaking skin. In a final attempt to further pleasure his mother before his climax, he pinched her stiff nipples with his free hand. He messaged the majestic mounds, grabbing them, groping them, sucking them. Chrysalis couldn't think anymore. Her mind has reached a blank full of nothing but fuck, fuck, and more fuck. A little saliva trickled off her lolling tongue down her cheek as she stared blankly at the ceiling.

It was an amazing experience to have her son rut her. It was a passionate moment she will never forget. As she wrapped her legs around him upon her third orgasm, he erupted inside of her, overflowing her mare hood with built-up seed. A gigantic energy blast of raw love power shot through her core, shattering everything she knew about sex, and replacing it with the greatest sensation known to pony kind. A gift from the gods, the gift of the eternal orgasm.

Fred kept thrusting into her after he shot blast after blast of his fertile love seed into her gaping hole. His cum was like some kind of super drug. A drug that not only knocked chrysalis unconscious three seconds after he came but also gave her a good night's sleep. One she hasn't had in a long time.

Ever since that night she slept with her loving son, she felt happier, seemed to have more energy throughout the day, and even slept better! His liquid love has pumped itself inside of her veins, making her a much healthier, and happier person. She has her son to thank for that.

Too bad he couldn't remember any of it.

Now back to the present.

"I think you should take a vacation," Chrysalis said.

"A vacation?" Fred was a little caught off guard by this but nodded his head as began to understand. "Vacation where?"

"A nice little town north of dodge junction, a very lovely place that I've been to on several occasions."

A changeling waiter walked over to the table and took their empty plates.

"It's the perfect place to make new friends! I know how much you want to go out and see the world outside the cave. This is the perfect opportunity!"

Ever since Chrysalis discovered Fred's "gift" she has left him cooped up in the hive. She was worried that her son could get hurt since he doesn't feed off of love. But he's a stallion now, he's perfectly capable of taking care of himself.

"What is this place?" Fred was excited. Yes! He can finally leave the cave! He could jump up and down with glee.

"It's a nice place called Ponyville, I'm sure you'll love it." Emphasis on love.

Fred was all for it, a chance to finally meet other ponies that weren't completely stupid or always at his beck and call. A chance to meet a friend that he can finally talk to.

A town where no pony knows him.

A place that was full of beautiful mares.

A place where the mares outnumber the stallions twelve to ten.

Around "that" time of year. Oh......jeez.

Sounds like adventures a-brewin'!!

The chemist of the trees

"If you're going to leave the hive, you most certainly can't be looking like that."
In the queen's private chambers, Feedback sat on a small seat by a large dresser. Chrysalis circled around him, admiring his clothed body. Oh how she'd love to just rip that muscle shirt off of him and lick whipped cream off his nipples.

"What's wrong with the way I dress?"Fred asked, looking into the mirror, examining his face for what ever could possibly be wrong.

"Oh no....it's not only your clothes, it's the way you look. I've already told you before that you can't leave the hive looking like a changeling."

Fred nodded. He was well aware of the way other ponies react to changelings. He knows his race is shunned, and that he should never reveal his true self.

"Luckily, there is always a solution." Chrysalis hopped over to her hairdresser. She changed out of her satin dress, and into an elegant, black nightgown, with multiple hues of dark green. She opened a drawer in the dresser and pulled out a box.

"I call this the Forgettable Box." She says, handing Fred the box. It was a small white shoe box, with green lipstick on the corner. Inside the box were photos, photos of stallions and mares of all shapes and sizes.

"These are photos I've collected over the years of unremarkable ponies. Ponies who were easily forgotten, nobodies, or long dead." As Fred looked at the photos, his mother rested her humongous chest mounds atop his head like a round flesh hat as she bent over to look at the photos too.

"If you take the form any of these ponies, no one will recognize your fake identity, cause chances are, they have no relation or memories of that person to even acknowledge you're them." She wrapped her black, smooth arms around his neck. The friction between his skin and hers sparked an all too familiar furnace in her abdomen.

She wants nothing more then to take him here and now, but she must wait. Bid her time.

Feedback looked at the small photos. Many of the ponies truly did look like John Doe's and Plane Jane's. completely forgettable faces. Easily erased from an history of archive because they never left a mark on the world to be even given a second glance. As he scrolled through, a certain picture caught his fancy.

It was a picture of a young stallion, about Fred's age. He had long black hair that fell over his shoulders, and fur as brown as rich milk chocolate. He smiled a goofy smile as he stood next to another mare, with ivory skin and red hair. They looked so happy, yet nobody else in the world has this photo. Two souls that were silenced forever.

"You like that one?" Chrysalis moaned as she nuzzled his neck.

Fred never really knew why his mother was so touchy-feely. After his eighteenth birthday, his mother has been displaying more signs of physical affection. He never knew why....maybe he'll never know.

"It's a nice one. I think this should work."

Standing up from the cushion, he focused onto the stallion in the photo. He concentrated on his facial features, his hair color, eye color, and just about every other physical traits. His physic was not unlike Fred's own, just a little broader shoulders.

In seconds, as he examined the photo, Fred's body began to morph. His black skin was soon coated with brown fur, as his muscle structure changed slightly. His hair changed color, and grew all the way down his shoulders. Change eye color, change of teeth alignment, the replacement of his purple changeling tail with a long black pony tail, and various other details were made to alter his appearance until he was the spitting image of the stallion in the photo.

"Mama likey..." Chrysalis cooed as she watched her son turn into yet another amazingly hot and hunky stallion. She walked up to him and wrapped her arms around his midsection . "No matter what you look like, you'll alway by mine." She nuzzled her check into his well ripped chest. He was a few inches taller now, but he was always a head taller then her mother.

"I know mom...I love you too." She tousled her uncombed mane with his now wider hand. Even if he took another form, touching him was still a pleasant feeling. Maybe even more so by his soft fur.

"Mom...you can let go now..." Chrysalis moved back a little.

"We'll now you have a change of body, lets have a change of clothes." She smirked, snapping her fingers. Her horn glowed as a large closet behind her opened, revealing long shelves of clothing. In reality, Fred looked fine the way he looked, but she just needed an excuse to get him to take his pants off.

She looked through the various clothing. There certainly was alot of articles, and accessories in there.

She pulled out a sailor suit.
"Naw...too old spice."

She pulled out a gold long sleeved shirt with a silver arrow symbol on the right breast.
"Too treckie."

Next was a steam punk armor with a tinker music box.
"Gosh how did that get in here? It should be in the armory." She gently set the tinker box aside, being very careful not to trigger it.

"I think this outfit should be nice." A green glow engulfed an outfitted set of clothing and floated over to her bed. It was a modest black turtle neck sweater, with tan khakis. "You'll look lovely in this."

Fred walked over to the set of clothes. He picked up the turtle neck sweater, it had the musky scent of old cologne. It wasn't all that noticeable, and it was a pleasant smell. But as he unbuckled his belt, he looked at his mother.

"What?" She asked.

"Um...I'll go change in my room."

Chrysalis let out a laugh. "Feedback my love, I am your mother, I've seen you naked before, it's nothing to be embarrassed about." Fred still didn't strip.

"Okay, how about this. I'll run around and close my eyes." She slowly turned around and held a well manicured hand in front of her eyes. As Fred slid off his pants, he didn't notice that the bulge in his knickers was being watched by his mother through the mirror. Even when he took another form, the only thing he didn't change was his stallion hood.

"Alright I'm done." Chrysalis turned around to look at her son. He now looked like something out of an Canterlot fashion magazine. Such pose, such grace, such masculinity! James Bond got nothing on him. Even as Chrysalis eyed her sexy son, she could imagine him as some secret agent in a spy movie. This would be the out fit he would wear as he seduces the heroine by the fire place in some log cabin during a blizzard.

She let out a girlish squeal of approval at his handsome repertoire.

"Oh you look so adorable!" She skipped up to him and gave him another hug. Her hands were a little lower this time, instead of on his mid section, her slender fingers trailed along the small of his back, a little above his tail. How she'd love to pull his tail just to get him aroused. She knew stallions sometimes like having their tails pulled just about as much as a mare does.

"Heh...uh...thanks mom." He said, hugging her back. His strong arms wrapped around her upper body onto her exposed shoulders. It made her body quiver as his hands slid over her back.

"Oh yes......." She sighed. "Touch me more...."

"What was that?" He asked.

"Nothing!"

"You've packed spare underwear?"

"Yes mom."

"You got your toiletry kit?"

"Yes mom."

Near the mouth of the grand palace cave, a chariot awaited the departure of the prince of the changelings. His loving mother checked off a list as a changeling bus boy loaded his light luggage into the carriage.

"Oh...and one more thing." Chrysalis motioned her hands for Fred to lean in closer.

"Did you pack mister Peabody?" She whispers.

"Mom!" Fred hissed, his face turning beat red. "Don't say it out loud. Yes I packed it!"

Mister Peabody was a device that Fred designed himself. Since his eighteenth birthday, he began to be more self aware of his "gift". He learned that if he didn't get himself off in a prolonged period of time, he might under go harsh withdrawal symptoms. But just masturbation wasn't enough to satisfy his animalistic demands. His mother of course would love to have her son rut her until her legs were sore, but she loved him to much to use him like that.

Fred was always the techie kind of guy, so he built mister Peabody.

Mister Peabody was a elongated device that slides around his tool, and pleasures him. It was a very nifty and ingenious device. It was self lubricated, with biosphere synthetic muscle tissue that contracts and expands, as well as generate heat. After a few moments on this thing, Fred relieves himself, and the device bottles his semen into a vial that pops out the top.

Why does he bottle his jizz? You'll find out soon enough.

"I don't understand why you need all these." Chrysalis sighed as she sifted through a bag of vials full of a milk white substance.

"You'd be surprised mom, that stuff is pretty useful." The bus boy loaded all the luggage into the the cart and bowed as he took his leave.

"Remember Fred, you're on vacation." Chrysalis said as she adjusted his turtle neck sweater. "So take it easy. Have fun. And tell her she's pretty, they love that." Fred let out a nevous laugh.

"Your carriage awaits sire." A changeling servant bowed and showed his gloved hands to the carriage.

The carriage was roofless. It looked more like an over sized sleigh with gothic designs of black vines and creeper plants. A lugger changeling was pulling the cart.

Lugger changelings are a species of changeling that walk on all fours. Their body structure is much like a bear's, and they are often used to pull heavy weights or for travel.

"Are you sure you can get there by yourself,? You've never been to northern Equestria before." Chrysalis asked with great concern.

"Do not worry your majesty." The servant said. "Squiggle is one of our best luggers. He has the path memorized."

"Squiggle know where to go!" The lugger exclaimed, looking back from the front of the carriage with a goofy smile. He was obviously not the sharpest knife in the drawer.

Fred hopped up on to the chariot, and sat back in the comfy leather seats. It was going to be a smooth ride to paradise.

"Before you go, take this." Chrysalis handed him a small black card. "This is the royal revenue redict. Take this to any bit bank, and you'll have acces to the royal funds. Just don't go buying a private island, okay?"

"Thanks mom." Fred looked at the blank card, then noticed his mom giving him an odd look.

"What?" He asked. Chrysalis turned her cheek and pointed at it with her slender black finger. "Oh yeah..."

Fred leaned in an kissed his mother on the cheek.

"Have a fun trip honey!" Chrysalis waved as her son rolled off the palace courtyard. He waved back, and off he went. To a place where things may just be alright.

"Have....fun." Chrysalis was a little sad to see her son go. She'll greatly miss him. But it was for the best, he wanted to go see the world, and who is she to stop him? He was young, passionate, intelligent, he needed to experience life outside his mother's embrace. As well as one other certain reason.

From atop her balcony, chrysalis watched the tiny carriage roll into the forest, out of sight. She let out a sigh of relief.

"He's safe." she whispered.

The room was silent, only the wind from the summer breeze could be heard as it whisked through the balcony window. That, and another noise.

The subtle bubbling of goo became audible as a puddle of black, slimy substance began to pool on the floor in the queen's chambers. A blob of fleshy goo sprouted from the puddle, dripping, melting. It made disgusting sucking noises as the blob sprouted long arms with gnarled hands. The head of a wrinkly old changeling popped from the top of the blob. It was a frightening face to look at, with drawn, sunken cheeks, and hollow black eyes. It was like something out of and old German horror film.

"Your highnessssss." The creature hissed as the black goo he spawned from hardened into a long cloak of black fabric that completly covered his body. "I bring newssssss."

"Cess, you really mustn't materialize in my bedroom, you always leave a mess on my rug." Chrysalis said flatly as she turned to greet the elder changeling.

"My apologiessssss" he lifted his cloak above his white, shriveled ankles to show a large black stain on the queen's carpet.

"I have a messsssage from the high council." He spoke, hissing every time he pronounced his s's. like a snake slithering its toungue. "The piecessssss have been placed, and the plan sssssset in motion."

"Good." Chrysalis nodded her head. A direct order from the high changeling council was often a good or bad sign. It's good to know the plan, which was under development for sixteen years, was finally falling in place.

"Where's your sssssson?" Cess hissed, tilting his head at a disturbing sharp angle. So far to where his ear touched his shoulder.

"He's taking a trip." Chrysalis responded emotionlessly , folding her arms over her bouncy rack.

" I don't mean to acusssssse you. But consssssspiracy against the high council could ressssssult in sssssevere punisssssshment." Cess said, his black eyes growing wide as his head turned completly around, his skinny neck making horrible snapping sounds as his vertebrae shattered.

"You know me." Chrysalis made a bow. "I would never betray the council." With that, cess began to melt into the floor. Like jello pudding, his body structure fell apart. His eyeballs melted out of his head as his body distorted into nothing but a puddle of bubbly goo on the carpeted floor.

" I must remain loyal, or Feedback would pay the price."

It was a nice summer day for a carriage ride. The prince of the changelings sat back in his seat, twiddling his new long black hair with a finger. He tried to think of a good name for his new form. Something catchy and cool. A name that fits him as much as it fit his new body.

"Awesome sauce!" He exclaimed. But shook his head. "Nah....to literal."

He looked at his muscular forearms. The soft brown fur on his body was very pleasant to the touch. It was rich, and healthy...kinda like....

"Cocoa!" He exclaimed again. This time he nodded in contempt of his incredibly smart and original name that he thought of.

The carriage ride was pretty boring. The lugger didn't say anything, and there was nothing to see but trees. It was driving him nuts from the silence all around.

"So....what's your name fella?" Fred asked as he looked over to the lugger pulling the chariot ever so slowly.

"My name Squiggle!" The lugger boomed. "I pull stuff!" Fred could already tell the level of intelligence of their conversation is going to be exceedingly low.

"Do like to do things other then pull stuff?" Fred asked.

"I poke a dirt." Squiggle looked back at the prince. "What do you do?" Squiggle wasn't entirely smart enough to realize he was speaking to royalty.

"Me?" Fred held a hand to his chest. "I like to read, and tinker here and there.."

"Tin...ker?" Squiggle asked confused by Fred's unfamiliar expression.

"Tinker....you know. Someone who plays with contraptions, and mechanics."

"Con....trap....tions?" Now Squiggle was completely lost by this complex use of words.

Fred just sighed. This was going to take a while.

"Here, let me show you an example." The prince dug through one of his luggage bags until he pulled out a small, long case. "This is something I just finished just a while ago." Clicking the case open with his thumbs, he lifted the tiny lid, and pulled out a long object just shorter then a yard stick. It had a handle with a trigger, and a long double barreled muzzle. Painted jet black with green and white designs near the shell chamber.

"This is a weapon used by our changeling ancestors called a "break action shotgun"" he showed it in Squiggle's ray of vision. "I modified it to use another type of a ammunition since they don't make the shells anymore."

"Ammu....." Squiggle started, staring in awe at the strange object.

"It takes these." Fred interrupted him. He pulled up another bag and pulled out one of his vials of seed, broke open the loading canister chamber, and slid one in. "This stuff can be pretty lethal."

"What is it?" Squiggle asked now curious of the strange white fluid.

"Uh..." Fred paused for a minute. Should he tell him that it was just a vial of his super semen? Maybe not. "It's best if you didn't know."

A long silence fell between the two changelings. Squiggle wasn't much of a conversation starter. Fred just fiddled with one of the vials of his semen. It felt so warm. It practically hummed with energy. Such power in such a small liquid. Fred couldn't believe this stuff was churning in his body, it was like a weaponizeablce battery that not only cured some minor diseases, it was also an antidepressant, an antiseptic, and much else that he didn't know from experimenting since in his mind, he was still a virgin.

The only thing he knew it couldn't do, from his examination under the microscope, he realized to his horror. His seed wasn't seed at all. It lacked the proper gambits to produce life. It couldn't fertilize an egg.

It deeply saddened him to know he may never have children of his own.

"Why you go ponyville?" Squiggle suddenly asked.

"Actually..." Fred started. "I've always wanted to leave the hive one day to see the world. I want to know what's out there." He pointed a hand out to the rolling hills in the distance. "I've always wondered what ponies were like, but I'm always cooped up in my palace with only these gadgets and my mom...."

His heart filled with joy at knowing he was finally living the dream. He was outside now. No escorts, no guards, no rules. Just experience.

"What would it be like to be a part of their world..." Ponies were mysterious to him. He never met one, but knew what they looked like. What wonderful creatures they may be. What things they have accomplished! It made him shiver with glee at knowing his destination would be full of friendly ponies.

"But changeling face same problem." Squiggle said. "Changeling must always hide from pony. Pony no like changeling. Must pretend to be pony so pony no kill you."

"It got really dark all of a sudden." Night time has fallen onto the forest. The once happy landscape became layers of dense, dark forest. "If the map is correct, this should be the Everfree forest."

Fred looked about the trees. Many woodland creatures hid in the shadows, but he could see them plain as day. Changelings can see in the dark after all. "Just follow the path Squiggle, we should be reaching Ponyville soon."

Squiggle was shaking uncontrollably, jumping at every sound around him. "Me no like forest any more!" He whined.

"Squiggle...are you achluopobic?" Fred gave him a weird look.

Squiggle just looked back at him, his green eyes wide with fear. "I no know what that means!" He squeaked.

"It means...are you scared of the dark?" The forest was really dark. To an average pony, they'd be blind as a bat.. But to a changeling, it was just a slight darkening of the vision.

"You shouldn't be scared of the dark bud. You can see in it just like me."

"But that worse!" Squiggle quivered. "Then you can see when something attacks you!"
Honestly. Of all the things for him to be scared of.

"Did you hear that!?" Squiggle rocked the chariot as he jumped from a noise.

"I don't hear anything, but I do smell something." A horrible odor began to filter about the air. It was the equivalent of rotting eggs and seafood. "Dang Squiggle. Was that you?" Fred said, fanning the air with his palm.

"It....not....me...." Squiggle trembled as he stared at the pair of two glowing eyes in the bushes.

Not one, but several eyes opened from the darkness, glowing a menacing yellow color. Squiggle back the cart away from the bushes, but it bumped against a tree, preventing further movement.

"Squiggle, what is...." Fred froze at the sight of the several pair of eyes in the bushes. A low growl shivered the leaves. Monstrous beasts of the the forest resided in the darkness of the timbers. Horrid creatures formed from the very cursed lumber of the timber trees themselves. The Timber wolves.

"Oh shnickeys..." The timberwolves emerged from the bushes. Their long sleek bodies of discarded wood and splinters. Drooling from their mouths, a toxic venom, possibly the cause of their ghastly breath.

"Don't panic Squiggle..." Fred said softly to the absolutely terrified lugger. "You're bigger than them...you can easily.."

"AAAAAAAGGGGGHHHHh!!!!!!!!!!" Squiggle's bravery finally caved in as he turned tail and ran away as fast as he could. The force of his powerful sprint jackknifed the chariot, unlatching it from the lugger, and tipping it over. The prince, and all his luggage scattered all over the ground as Squiggle ran away.

"Squiggle!" Fred shouted, but he was already out if sight. Alone with the hungry timberwolves.

"Crap..." They began to surround the prince, licking their sharp splintery wooden teeth. There were possibly nine in total, but
More could be seen coming from the darkness.

"Crap! Crap! Crap!" Fred fumbled around his luggage. He needed something, anything to fight these things off. Even if they were only made of wood, one bite of that venom and it's all over.

"Where is it! Where is it!" A wolf was just a few feet away as it reared its haunches, ready to ponce.

"Can't find it!" It bared its fangs while Fred fruitlessly searched his luggage. It lunged for Fred's throat!

"Aaaaaaaggghh!!!"

KERBLAM! BOOM!

Hisssssssss.........

The lunging timber wolf exploded into millions of tiny little slivers after Fred discharged a blast from his hot semen shotgun. He stared in awe. He never used the gun on an live target before, only at a shooting range. He had no idea it could cause so much damage! Even the tree a yard behind the timber wolf had a patch of brutally shredded bark.

The wolves howled in anger at their fallen comrade, and lunged at the prince in droves.

KERBLAM!

Another wolf tuned to toothpicks. Fred readied for another shot as a timber wolf ran up to him.

Click....

Oh snap! He forgot! It only holds two vials in the chamber! Fred broke open the shotgun and fumbled around for another vial. The wolf was right on him! Only inches away!

Fred could only cover his face as the woodland monster pounced on him, throwing him to the ground. He yelped in surprise.

The creature was surprisingly strong for a hunk of wood. Without hesitation, the vile wolf bit down on Fred's forearm. Hard. The sharp splintery wood stabbed through his flesh, pumping his veins with sickening venom.

Fred screamed and pain and tried to kick off the wolf, but it kept tearing at his flesh with its teeth lodged in. It tried to rip his arm off!

But it didn't matter now. Fred was done. The timber venom was already coursing through his body. His whole arm felt numb, his hearing plugged, and his life fading. How could this happen? So close to paradise? A prince devoured by bloodthirsty timber wolves. His mother will be heart broken.

In one final attempt to save himself, With the last bit of strength left in his body, Fred kicked the wolf in the stomach. The loose wood finally shattered to pieces leaving only a row of razor sharp wood stabbed through his arm.

After one wolf got a piece of him, the others wanted to join too. Fred was on his knees, looking in horror at the pack of wolves about to rip him to shreds. Well this sucks.

KERPOOF!

One timber wolf exploded as it was stabbed through the back by a long spear.

KERPOOF!

Another exploded into chunks of wood, followed by another.

Like a masked vigilante. A mare holding a burning torch leapt between the wolves and the immobilized Fred. Oh my gosh! It's the batmare! No....it isn't her, but nonetheless, it was his savior.

The wolves hissed and growled at the sight of the mare's burning torch. The fire struck fear into their nonexistent hearts. One felt brave, and tried to lunge at the mysterious mare with black and gray stripes, but was thrown to the ground by her untamed might.

Fred couldn't stay conscious to see this mare with a Mohawk fight off the timberwolves. The venom was possibly putting him to sleep permanently. The last thing he heard before blacking out was the sound of a mare's voice with a heavy native accent.

"My my, what have we here? By the gods, your death is near."

Can you feel the love tonight?

"As to be queen of the changelings, you must obey the rule of the high council."

"Yes mother."

It was the changeling palace many years ago. When chrysalis was just the princess at her peaking age of fourteen. Her mother, Septar, paced about the room, giving her only daughter an onslaught of dirty looks.

"You are to be gracefull, you are to be respectful, and it is your duty as princess." Her mother stated, taking a pause from her pacing to adjust her elegant head dress. Atop her head, the crown of the royal changeling liniage, soon to belong to Chrysalis.

"But mother! I don't want to marry him!" Chrysalis yelled. Her mother gave her a look that could level mountains. "I don't even like him! He's old, and mean, and..."

SLAP!

Chrysalis crumbled to the floor after her mother delivered a forcefull slap to her face. She looked up at the queen, holding her stung cheek, with tears forming in her eyes. Her mother has never hit her before.

"How dare you speak of the prince that way!" Septar was shaking with rage. "Impudent child! You are to get changed and meet him in his quarters now!"

"But mother please...I ." Chrysalis pleaded, but her mother would not listen.

"Get up." The queen grabbed her daughter by the scrawny arm, and forced her on her feet. "You are going to clean yourself up, look your best, and present yourself. If you don't...not only will I suffer the consequences, but so will you." She hissed.

Chrysalis shook her head. In truth, she may have been acting like a spoiled brat, but she just couldn't go along with this. An arranged marriage? No flippin way!

"But mother.." She sobbed. "I don't want to!"

"It doesn't matter what you want." Her mother said cooly, looking into her daughters watery, puffy eyes. "You will do this for the sake of our kingdom. Do you think I had a choice when I married your father? No. I had to make the decision between what I want, and what my duty is on a night like this one." Septar's eyes were of the darkest blue hues of the ocean. They glowed with anger as she stared her daughter down to size.

"You are not princess Chrysalis tonight. You are the prince's wife, his lover, and it is your duty tonight as his wife to please him."

"But I don't love him....I hate him..." Chrysalis seethed. All the confidence in her voice was gone from her mother cold discipline.

"As a changeling queen, you'll realize love is nothing but food." Septar growled. She released her firm grasp from Chrysalis's sore arms.

"The prince has asighned you an outfit to wear as you see him. Make sure to look your best..." The queen gave her a threatning look before she left the room. "Or else...." The tall double doors to the bedroom closed, leaving Chrysalis alone with her tears.

She wanted nothing more than to lay in her bed and cry for the rest of the night. Why did she have to do this? Why did she have to please a prince she completly despises? It was royalty. It was for her kingdom. But screw her kingdom! She's only fourteen!

But she knew that if she wasn't in his personal chambers within the hour, she would have blood to pay.

"Stupid...stupid..." She grumbled to herself, wipping away her tears, and shaking with frustration.

She walked over to her bed. On it was said outfit that she was forced to wear and nothing else. It was a skimpy purple nightie. There was no under wear, tonight she didn't need them. She cursed to her self as she slid off her much more concealing night gown, and putting on the small piece of fabric. The hem of the nightie was too high. There was no hole for her tail in the back, so it kept lifting up, presenting her underaged behind for all to see.

She tried to pull it down to at least cover her lady parts in the front, but the slightest gust of wind would put them in plain view. She hated this so much. She hated the clothes, she hated the prince, and she hated her mother for forcing her to do this. Everything, and everyone could just drop dead. She sure as hell wasn't going to not wear anything under her nightie. In changeling tradition, it was a symbol of bad luck and disrespect for a mare to conceal herself from her husband to be. But she didn't care. She hated him with a burning passion, and will disrespect him every step of the way!

After slipping on a pair of modest cotton underwear, she went to her vanity mirror, and freshened up. Her eyes were red, and her cheeks puffy from crying. Luckily, she can fix that. She had half a mind to forget the makeup, and just go as she was in spite of the prince.

When she was done, she sighed to her self. Such a beautiful young filly that looked back at her in the mirror. A filly so strong in heart and carefree. Her skin was of the smoothest of the land. She trailed a finger over her exposed shoulder . She cringed knowing he was going to touch her. A filly so pretty, so graceful and head strong.

But regardless of her leadership, tonight she was nothing but the prince 's bitch, and all the nights following. His own personal fuck toy, and trophy wife.

She was only fourteen. And he twenty two.

It sickened her to think of him, and what he may do to her. But what can she do except muster up her courage, and please her "husband".

After sucking in a long breath, she proceeded to exit her bedroom. She won't be sleeping in it tonight.

The grand halls of the changeling palace were hollow and quiet. Not a soul made a sound in the empty hallways except the trudging patter of Chrysalis's bare feet. She shiverd as the cold air blew across her exposed undercarriage. Holding tightly to herself to keep warm, she walked reluctantly down the hall towards the guest suite. He will be waiting for her.

"Stupid....stupid.." She grumbled, rubbing her exposed shoulders with her manicured hands. She had the urge to burst into tears at the anticipation of what she was walking to. It should be considered brave that she was walking there at all. The prince's private chambers.

She wanted to gag at the thought of what he looked like. She already knew of his pompous, and demanding personality. His short red hair, and his deep red eyes disgusted Chrysalis more than it inticed her. Changeling mares from all across the land practically masturbated themselves to sleep thinking of prince Garthon. Funny how the one lucky mare to entertain him for the night would be the one who will wish it never happened.

As Chrysalis turned a corner she didn't notice a changeling gaurd walking in the opposite direction.

Her delicate snout bumped softly into the chest plate of his armor, sending her reeling back in surprise.

"Your highness! My apologies." The gaurd said as he looked down at the young princess. After she rubbed her nose, she looked up at the gaurd and noticed it was Baka. Her best friend.

"Baka...." She whispers, looking up at him with fresh tears streaming down her face.

"Your highness...what ever is the mater? And why are you...." Baka looked down at the skimpy clothing that the princess wore. It was unlike her to dress so inappropriately. Luckily her chest has yet to grow or they'd be spilling out from the nearly transparent fabric. But even so, as he looked at her saddened expression, he knew what she wore it for.

"Baka....I don't want to do it..." She sobbed, her little voice cracking after she let her tears flow. "I can't...."

Her legs wobbled as her head swooned. She felt faint, but Baka caught her, knelt to her size, and pulled her into a gentle hug.

"I'm sorry your highness." He said. "I know it may not be what you wish, but it is for the sake of the kingdom."

"Screw the kingdom..." She growled. She wrapped her arms around his neck and burried her face into his nape.

Normally, it was forbidden for a lower class changeling to even lay a finger on a princess unless instructed, but Baka has been Chrysalis's best friend since she was very young. He was always by her side when her parents were not. He was the only one she could ever talk to.

She maybe even loved him.

"The responsibility of a royal is a burden on your shoulders, but it is a burden you must carry." He held Chrysalis's arms, and looked her in the eyes.

"A changeling cannot follow their hearts because their lives are filled with decit and treachery. You must choose between your duty, and your desires, but I believe you know what to do."

Chrysalis nodded. Regardless of what she wanted, she knew it must be done. But she was going to miss so much, everything of her maidenhood is about to be taken away from her. She needed to grow up, and grow up fast.

Luckily, she not entirely old enough to take responsibility for her actions. There was one thing she wished to do before becoming a trophy wife.

While Baka was still in her embrace, she lifted her lips up to his, and gave him a kiss on his stubbled cheek.

Baka was completly unprepared for this. A kiss from royalty was a blessing, a gift, an act of love. Love...something a changeling rarely values any more.

"I'm going to miss you Baka..." She said pulling him into another hug.

"And I you, your highness." He replied, whipping her tears away with a handkerchief.

That was it. The final time she will ever see her best friend again before she is taken away for the wedding in the norther kingdom. With a sad goodbye, the princess walked farther down the hall. She walked, and walked, and walked some more, until she reached the princess's private chambers.

The heavy double doors of the room never looked so menacing before, it made her queasy just trying to get her hand around the handle. Should she knock, or just open the door? Maybe she should just run away, but where?

Just open the damn door.

With a loud clatter, the doors folded open. It was dark inside. The moonlight from the window left the room barely visible, casting threatning shadows in all directions.

Silence.

"You're late." A deep voice growled from with in the darkness. "Come in, and lock the door behind you."

Like hell she was going to lock the door! But when she was about to turn, and close the doors, a red aura glowed around the handles, and slammed it shut. The clicking of a deadbolt lock followed after.

"Argh! Ah!" Fred jumped up from the nightmare he just had, but was soon met with a sharp pain in his arm.

It was that dream again. That dream of his mother. It was a horrible dream. A nightmare so vivid, it was as if watching the world through his mother's eyes when she was young. He could feel everything she felt as she walked into that dark room. He could feel a stinging sensation as her mother's panties were ripped off of her, grabbed by the throat, and pushed into the bed. He cringed as he remembered the horrible moment when his mother was unprepared for the forceful penetration, taking her virginity, and the relentless rape and screaming that came after.

Why would he dream of this? His mother never spoke much about her life or how she met his father. Maybe his creative brain was just filling in the gaps with twisted thought?

This wasn't the only dream he dreamed of his mother, but they didn't seem like dreams. More like.....

Memories....

Speaking of memories, all Fred could remember of what happens a little bit ago was that he was attacked by timberwolves, and someone rescued him. That's about it. Everything else only drew blanks.

As he looked around, he found that he was in an unfamiliar place. He was in what looked like the inside of a carved out tree with furniture and kitchenware all around. Mysterious plants grew on the windowsills, and many unmarked, and colorful jars were stacked upon the various shelves. Tribal wood masks were hung above the doorway with multiple paint and feathers upon them for decoration.

He realized he was laying on a straw mat on the floor, a white cloth covering him. Somebody took his clothes, leaving him in only a pair of loose shorts that he knew were defiantly not his.
Somebody stripped him in his sleep.

He tried to sit up, but again was met with a sharp pain in his bandaged arm. That timber wolf really did a number on him.

Sitting up, he had a better view of the strange treehouse. He looked around for any signs of life. Sure enough, he got it.

The first thing he sees is the rear end of somepony. Who ever it was, she seemed to be digging around it what appeared to luggage. She wore nothing but a tight loincloth that most certainly covered her front, but can't be said for her back. A strait black and gray tail was all that could conceal her lower lips from between her toned ass.

Fred's face turned red. He never had an explicit view of the backside of a zebra, it was a sight to behold.

At least he thinks she's a zebra. Her fur was gray with black stripes, with a black and grey Mohawk haircut. She wore multiple pieces of golden jewelry, bracelets, rings, large earrings, and bangles wrapped around her long elegant neck. She dug through the bag until she pulled out a small tube full of white liquid. She held it up to the light of a nearby lantern to examine it. She had that puzzled look on her face since she couldn't tell what the stuff was. That's probably a good thing.

"Miss? I'm aaaaahh!!" Fred tried to stand up, but his legs gave out, dropping him on to his crippled arm.

The mare turned around and faced him. Her eyes were of the brightest blue. Her very broad chest was covered by only two pieces of small cloth that were tied together, and only covered her nipples.

"My my, look who is awake. A victim of the timbers, a life at stake." Her voice....god that voice. It was native with a heavy accent, yet so fluent and easy to understand. She still held the small vial in her hands.

Oh crap.....maybe now wouldn't be the time to tell her what it was.

"Miss..." Fred asked looking around the hut, trying to keep his eyes of her fine body. "Who are you?"

The zebra put down the vial on to a table along with other mysterious spices and herbs.

"My name is Zecora, shawmare of the tree. And may I ask, who might you be?" She crouched down to his level and offering her hand to shake.That's a little weird. Zebras aren't really known to shake hands in greeting. That as a noble stallion's thing. Fred tried to remember the fake name he came up with for his new stallion body.

"My name is CoAAAAAAGGGHHH!!" Fred tried to shake her hand, but used his crippled arm like a dumbass and went into a world of searing pain.

"We'll nice to meet you Coeaaaaaaaagghhh. Would you like a dose of Dueã?" She giggled a bit at his outburst as if she planned for him to idiotically hurt himself. Taking a small wooden cup of brown liquid, she handed it it to Fred. It smelled like cider wood, and limestone.

"What is dueeh?" Fred horribly pronounced the native drink. He took it in his good hand and held it close to his face.

"Dueã is a well prepared healing potion. Should get your poisoned muscles in motion." She pointed to his bandaged arm.

"Well...if you say so." Now Fred wasn't one to accept drinks from strangers. But a hot zebra mare that just saved him from painful, bloody death is a whole other ball game. He slowly drank the liquid. It had a strong smell, but no taste at all. It was kind of like water with the texture of orange juice. He downed the cup in seconds and already the pain in his arm was disappearing.

"By the way...my name is Cocoa." He said, putting the wooden cup aside.

"Timber poison is no joke. All your arm bones, they have broke." She gingerly took his furry, brown forearm, and massaged the bandaged arm.

Zing!

The moment her fur touched his, a furnace inside of her had caught a passionate flame. Churning, burning, growing brighter...

"We'll, I should be glad I survived, thanks for saving me." Fred smiled at the mare who was now struck speechless as raw love power tickled her fingers. She let go of his arm, and immediately felt the fire begin to flicker, maybe even threaten to go out.

"Oh! You saved my luggage! Thank you! How can I repay you!" Fred looked at the three bags of luggage by the wall. There was actually more, but the fact that she salvaged any of it was extremely generous. One of the bags were open.

"What strange devices you bring..." Zecora shook her head vigorously to ward of that cloudy feeling in her mind and pulled something out of the open bag. "May I ask. What is this thing?" She held a small black case in her hand and showed it to Fred. But before he could speak, she sat down cross legged in front of him presenting the box for him to open. That loin cloth was doing a poor job of concealing her. Fred was a little embarrassed, and looked away from her splayed thighs.

"Uh...this is...uh..." He tried to keep his eyes of the muscle crease of her inner thighs, knowing that if that loin cloth wears half an inch thinner, he could see the magic thing behind it. "Well..lets see what it is."

Fred himself even forgets what things he puts in which cases. He clicked open the small case which was probably about the size of an old laptop, and gasped when he saw what was inside.

It was Mr. Peabody. Smashed, and broken beyond repair. How that happened while it was in the case? Who knows.

Zecora looked at the device in awe. Never has she seen such a thing. Even if it was broken, it looked like something from another world. It's elongated, and ivory smooth body was shiny, and shaped much like a cone, with multiple small components and lights. A small empty vial was attached to the head of it, with a large round hole on the wide end. is this something used to extract that strange liquid? she thought. She looked at Fred who was red in the cheeks, fumbling for words.

"This is uh...." Crap. Maybe he can talk his way out of this. Besides, she probably can't tell what this possibly could have been used for right?" Fred didn't notice that she already took the white vial from the table, and sat by his side. She, again, sat cross legged, and....

holy cheese!

From this angle, Fred could almost see everything. From the side, the soft, fluffy mound of her mare hood could be seen behind her loin cloth. Fred wanted to look away, and apologize. But he didn't. He wanted something else.

In the pit of his heart, he felt a burning in his soul. A hunger that was just sitting amply by in it's cage was now wide awake! Growling, biting, clawing through the bars like a rabid, wild animal. The iron bars containing it began to buckle and crack as the beast thrashed about. They might break.....by the gods....what may happen if they break!?

Zecora showed the vial to Fred, who was shivering uncontrollably.

"Is this liquid from a plant?" She asked, completely oblivious to what she has started. "I assure you, it potency is as strong as a biting gnat."

Fred trembled as she leaned in closer to him. Not only was her love hole visible, but now her cleavage was mere inches away too! Jesus woman! Look what your doing to him!

His body began to sweat, which wasn't very often since he never got over heated. The musky scent of his sweat wafted from his muscular body, and was inhaled by Zecora's delicate snout. Oh gods his scent..it smelled of chocolate chip cookies, and chloroform. Her eyes fluttered as his lovely smell invaded her lungs, and stoked the furnace in her nethers. What is this feeling?

Zecora couldn't comprehend what was happening to her. Before she knew it, she was admiring his half naked body. His sculpted chest, his broad shoulders, the bulge under the blanket between his legs.

Fred could see her looking at his erection in awe. Usually he'd feel crazy ashamed for something like that, but now was not usual. When was the last time he even used Mr.peabody? A month? That's twenty eight days to many.

The inside of the hut felt really hot and humid. The enclosed pocket of air between the two was being warmed by there continuous ragged breath as they starred at each others nearly exposed privates. They averted their gazes, and looked at each others eyes. Both of them a little ashamed for checking the other out when they clearly saw them do it. But neither of them called the other out on it, instead looking at each other in contempt with what the other wanted.

He had a raging erection, and she was so sopping wet that her loin cloth was stained along with a small patch on the floor.

They stared wide eyes at each other, shivering, losing self control. Which one will make the first move? Which one will fuck the other!? In only minutes of knowing one another, two ponies are about to make love, but over what? The animalistic urge of a prolonged period of relief!

But Zecora didn't just want this. She needed it. She never had a colt friend, or a husband for that mater. Fred's humongous dick (which she discreetly peeked at when she changed his clothes) is just enough to sate her desire .

The beast within Fred finally let loose as he moved in for a kiss. Zecora squeaked in his mouth in surprise, but moaned and closed her eyes as his tongue began to swirl into her open mouth.

Zing! Zing! Zing!

Little bolts of pleasurable lightning shot up her spine as his alien tongue mingled with hers. She shivered, and threatened to fall, but wrapped her bangles arms around his neck and pulled him closer. Her hands caressing his bare back was enough to stimulate Fred even more. He as glad to know that the wall of uncertainty was finally broken. Unlike the last time, Fred is still conscious of what he is doing, not completely insane on love caffeine. Even if so, Zecora was loving every minute of this.

She moaned, and squeaked as he brought his good hand to her supple globes. Her rigid nipples dug into his palms as he gave the furry gray orbs a good squeeze. He then started to massage her round chest, rubbing his slender hands over her breast so expertly, and with pleasurable precision. It almost as if he knew exactly were to touch her, leaving her a hot mess of raging hormones as he continued to kiss her. Stop...she needs to breathe.

She let out an abundance of short gasps when he broke their long and passionate kiss. In fact. It was Fred's second kiss, according to his memory. You'll later learn who else had a piece of him besides his mother.

Zecora never felt pleasure like this. Just moments ago she was out picking night flowers, and just with in the hour, she shared an intimate moment with a stallion she barely met. Is it wrong? Hell no! She wants more!

Instead of going for another kiss, Fred took his time to explore her body. Of course this was not the first time he'd ever seen a naked mare. He has had many suiters who happily displayed themselves to him, hopping for marriage, and quite possibly the greatest, hot, and unbridled sex ever, but to only get turned down like the rest.

But Zecora's body was not like a changeling princess. Instead of sleek skin, it was downy fur that was warm, and soft to the touch. Her breast jiggled with the slightest movement. He brushed his thumbs over the fabric above her nipples. She gasped as the ridged teats flared with delicate touch. Zecora wanted him to touch her. She wanted him to strip her naked. She wanted him to fuck her.

With shivering anticipation, she put her hands behind her back and untied the small cloth that covered her ample chest. He brushed his lips over the top of her teat after she let the cloth fall to her spread knees. She moaned, and sucked in a breath as his velvety tongue brushed against her nipple.

"Ah...." She closed her eyes, and tilted her head back in bliss while Fred fondled her half naked figure. Bringing his full lips, and suckling on her glorious breasts, he caressed her backside, snapping the elastic string that held her loincloth in place. Zecora's tail was twitching like mad. Every movement he made, everyplace he kissed. It was all to much for her groin to bare. The desire to be filled was becoming unbearable to a point to where she might just pounce him!

"Aah!...ooooohhh." She shuddered and yelped as Fred slid his fingers between her tail. His other hand, the bandaged one, was stimulating her backside, by spreading his fingers onto her ass, squeezing the toned fur on flesh, and making her yelp. She too followed similar activities, rubbing her hands onto his exposed back, feeling his muscles. She went as far as to even grab hold of his black tail, and giving it a small pull as she stuck a thumb into the hem of his shorts.

Fred loved it when she pulled his tail. It drove him to continue, until she was already on her back, and he sliding her loincloth off in one smooth motion.

Her mare hood was already wet and puffy, dripping with her unconfined love juices. All for him.

He brushed a finger down her body. Staring from her neck, between her breasts, to her abdomen, to the small tuft of black and gray fur above his prize below. Her body shook with anticipation. She was short of breath, and sweating like crazy. She could see the undying bulge in his shorts. Just please....let it out! Let it inside of her! Let it ravage her hot zebra vagina!

He looked at her, she looked at him. He was uncertain, but she nodded. She wanted this, and he would only do it if she did.

He pulled off his shorts.

The raging spire of massive stallionhood came into Zecora's view. The majestic sight of his meat was enough to add a few more sticky drops of vaginal juices to a small puddle forming between her spread thighs.

He put his hands on her waist, supporting her for what is to come. Let it come....let it come!!!!

Nope... He's going to tease her first.

"Aaaaaggh!!!" She let out a scream, not in frustration, but in pure bliss as the underbelly of his member slid over her love button. Her clitoris might as well have been struck by lightning, because the feeling of his continuos rubbing of her pearl was electrifying!

"Ah!...ah!....ah!..." She couldn't contain her gasps of ecstasy when Fred decided to let his fingers dip into her convulsing cunt. His fingers upon entering were already soaked with warm, sticky, zebra cum as she rocked on her first orgasm.

Enough games. Time for the deed to be done.

After Zecora collected her thoughts from her first ejaculation, she let out more gasps as she felt the flat tip of his member splitting her folds. He's going to do it...he's going to do!....her!

Fred let out a moan as the tip of his cock slowly, but with no resistance, entered her delicate flower. His sheath slid in smoother than an escalade on a newly paved road. Zecora was struck speechless, mouth agape as his member slowly filled her up centimeter by centimeter. It was all to much! To much! She couldn't handle it!

He bottomed out inside of her. Her walls streched farther than they have ever stretched. It felt to mind blowingly amazing to hurt. His penetration of her love hole was already enough for her uterus to squeeze his dick like a vice, and cover it in the cum of her second orgasm.

He wasn't finished yet. At an even slower pace, he pulled out of her. The friction sending Zecora on edge. Not of another orgasm, but something much bigger.

He pulled until he was almost out, then he slamed back into her. The soaked flesh between them made an audible slap. Zecora's eyes bugged out of her head, and her mouth hung open. Was she actually fucking a stallion? Or a god? Her brain was turned to mush after Fred quickened his pace, pumping faster, and faster. In out, in out, full, empty, full, empty...Zecora's breats bounced like yoyos with every thrust. She screamed and yelped and moaned. Her mare hood was bieng pulverized by this hunky stallion and she was loving it. Every inch deeper inside of her was driving her to new heights. Never has she been fucked silly like this before, never!

Slap! Slap! Slap! Every thrust! Every twitch! Every moan! Zecora felt something deep inside of her began to break. Not something physical, like an artery, but a power with in her. A power that has latched on to her soul, and cursed her for as long as she may live. Like a parsite it has stuck to her heart, but as Fred took a strong hold of one of her thighs, and spread her legs wider for a faster pussy pounding, she felt his love starting to rip that ugly thing off of her.

Under her stallions wieght, Zecora's chest began to glow. She was to busy having mind blowing sex to notice as a pair of ephemeral hands extended out from behind Fred's chest like a pair of purple, ghostly wings, and thrust into her glowing chest. He fucked her while the hands invaded her soul, searching for something. Until finally, there it was, a curse, an ugly black curse stuck to her heart. The hands wrapped its ghostly fingers around the curse, and prayed it off her heart like glue off a side walk.

"Zecora." Fred whispers into her ear. "I'm very close."

"Inside..." She moaned back. "Inside!"

Harder he thrust! She was screaming at the top of her lungs, wrapping her legs around him, pulling him closer. Her chest glowed brighter, and brighter! Until...

Pop!

A glowing heart with wings flutters out of her chest. Golden sparkles of dust floated down onto the fur of the couple. Ghostly hands, waving the heart goodbye as it flew out the window., and into the night sky.

"Aagghhh!!!" Fred clenched his teeth as he finally shot his mother load of super semen into her waiting walls. Zecora screamed to the heavens as she felt his love power shot through her body like the Death Star laser.

Kaboom!

Blast after blast of his seed buried inside of her, pumping her up, feeding her with the substance she wanted.

He collapsed beside her, sweating and out of breath. Zecora, with as much effort as she could muster, lifted her head up to look at him.

"You...are amazing" she moaned.

Wait...what?

Zecora gasped, and held a hand to her mouth. "I didn't rhyme.." She said, still completely out of breath, losing consciousness fast.

"I'm not rhyming anymore!" She cheered, shaking Fred's shoulders, who was also on the verge of passing out. Any minute now his semen should kick in in three.....

"I'm not rhyming." She smiled.

Two.

"I'm not...."

One. Light out.

Zecora's head fell onto Fred's chest, out like a burned lightbulb. Fred wasn't far behind, wrapping the mare in the blanket, and pulling her close to himself on the straw mattress.

Zecora nuzzled his neck, and wrapped her arms around his midsection. She was going to sleep well to tonight, and holefully explain what all that rhyming was about. Oh well....we'll save that for later.

Author's Note

Here ya go guys. Sorry for the long wait. I hope I've reached expectations, because its going to be some god story coming up. This was written until very late at night, so there may be a typo here and there..

Hope you enjoy! And stay by for the next chapter when Fred makes a friend ( or one he didn't have hot passionate sex with)

In the next chapter!

The new sherif in town.

The new sherif in town

"Slow down Zecora! I can't climb as fast as you!"

Zanizababa Colonies. South eastern Equestria.

Zecora swiftly leapt over large boulders with ease. Her young teenage body sweat under the desert sun, her gray fur glistening with the utmost beauty. She only wore a pair of Capri shorts, with sandals and a white tang top. Clothes given to her from the Canterlot ponies that has recently colonized the province near her village.

When she reached the top of the hill, she looked down to her friend yards away, and smirked.

"C'mon Zena! It's only a few more miles!" She called down to her.

"Miles!!" Zena squeaked. Zena wasn't as physically able as her athletic friend Zecora was. She was a village zebra, a virgin mare who spent more of her time trying to look pretty, and find a strong Zebra stallion, then actually exercising. But regardless, Zena was quite possibly the most beautiful mare in the village, unlike her tomboyish friend.

"I can't climb in these clothes! How can you!" Zena wore a pair of jean pants with a large tie dye T-shirt. Still clothes given to them by the colonists, but uncomfortable, and impractical for climbing. Zena truly had no fashion sense with this kind of strange clothing and footwear. No zebra did. Yet it deemed useful at times.

Zena struggled as she hefted her skinny body over large boulders to get to the top of the hill. The fur between the cornrows on her head was glistening with sweat. Zecora couldn't help but laugh. She loved to see her friend struggle with a simple physical task.

With on last extended hand, Zena pulled her self up to the top plateau of the hill. Zecora took her other hand and helped her up.

"Why...." Zena was gasping for breath. Her arms and legs felt like molten lead, and her lungs burned with every forced breath. "Why...why....are we up here again?" She slowly stood up. She wobbled a bit, but seemed relatively stable.

"You Kana Patû you already forget?" Zecora was still a little new to the English language that the pony colonists have started to teach. She practiced by speaking it as much as possible, but never failed to speak her native tongue in between a few sentences. "We are here to make our dreams come true."

Zecora and Zena have been friends for a very long time. Much of their lives they have spent together. Zena was always the pretty one while Zecora was always the strong one. Zena made dresses, and jewelry, while Zecora wrestled with and fought along side the zebra stallions.

Zena had hundreds of zebra stallions, even a few young colonist ponies that wanted her hand in marriage, Zecora never did.

"Well, can we take a break? My feet hurt like Gabfû has beat them." Zena rested on a nearby boulder, took off her sandals, and massaged her delicate feet. Zecora just scoffed and looked around. The evening sun was hanging low, and night fall was not far behind. Zecora better find what she's looking for, and fast.

"Okay, that's enough break for you. Lets go." Zecora waved an arm, and started to walk.

Zena sighed. She slipped on her sandals, and reluctantly followed Zecora toward a large canyon in the distance.

"This is a bad idea..." Zena muttered. Zecora stopped and turned around.

"What?"

"I said this is a bad idea. We shouldn't be doing this at this time of day."

Zecora just rolled her eyes. "If you wish to go home, "be my guest."
As the ponies would say." Zecora can easily go on this journey herself. She just brought Zena because she wanted to tag along at the hearing of "dreams coming true."

"But stealing the Shawmare's heart's desire flowers! That's forbidden! We could get in serious trouble!" For some reason, or probably because she was tired, Zena's moral code was finally kicking in as it do rarely does.

Zecora scoffed at her friend's warning. Zecora had made it her goal in life to become the greatest and most respected Shawmare in the land. But she lacked the knowledge. She wanted to be one so badly, and no one, not even other Shawmare, could teach her. They all told her the same things "too impatient", and "too stubborn." But a certain rumor caught her attention just days ago.

The magic properties of the rare Heart's desire flower.

Only the great Shawmare, Wueteku, medicine master of the canyon was a known grower of the flower. You can buy a pedal...for a small fortune. But Zecora had no money, nor anything to trade for it. But she going to get that forbidden flower no mater what!

"We must hurry, it will be sun down soon, and we must return to the village before the Tunang awaken in the night."

The Tunang, carnivorous beasts that prowls the pan at night. (Pan: open plain.) It would be wise not to wounder in their domain.

The girls walked farther from the village towards the great Shawmare's hut on the edge of a canyon. Zecora was edgy, her mind filled with excitement, fear, and curiosity. What will she do when she gets her hands on that flower? Will she just automatically gain Shawmare powers upon consuming? That's what the rumors interpreted. Though Zecora was not one to follow rumors, but she'd give anything to achieve her goal.

The walk was perilous. The Pan was an unforgivable land of packed soil, thorn trees ,and tall grass. Their village was by the great river, a nutritious land that bears fruits, trees, and wildlife. But here, where the Zebra ancestors once roamed, was now a harsh land that was home to the Tunang.

"Zena! Look!" Zecora crouched behind a bushel of tall grass, and gestured Zena to follow. She pointed at a grand tree, coverd in thick branches if hooked thorns. But like a rose bush, the true danger of the majestic tree was hidden by the awe inspiring plethora of radiant colors. Flowers of many shades of bright colors grew upon the branches of this majestic tree. The tree of the Heart's desire.

Zecora stared wide eyes at the tree through the under brush. She couldn't believe it was so close. Her dreams becoming the greatest Shawmare in the land only a few yards away. She stared at the large plant, struck speechless by its beauty. Zena's blood however turned cold. She knew that if the tree was here, Wueteku was not far away. If Wueteku were to catch them....
Zena shivered at the thought.

"C'mon! Lets go!" Zecora leapt from the tall grass, to impatient to see if the coast was clear.

"Zecora! Wait!" Zena trailed after her.

Zecora ran to the foot of the grand tree. The mighty trunk was so thick, three stallions could not wrap their arms around it whilist their hands connected to each other. It's bark, dark brown, nearly charcoal and peeling from the constant beating of the sun. Zecora wasted no time. She jumped onto the great trunk, and started to shimmy up the tree.

"Zecora...!" Zena hissed, trying to keep her voice low. "Get down! We'll get caught!!"

Zecora just ignored her, continuing to scale up the trunk, flaking off bark as she did so. The magic flowers grew at the top, only the ripest may work upon consumption.

"Zecora! Come down ! I think I see someone coming!!!" Zecora was too busy looking up at the branches above to hear her friend's warning. Only the flower could she hear.

Her impatience will ultimately be her down fall.

She finally reached a thick branch, covered in lush red flowers. All she needs to do is pluck it, and eat it just like that. Everything she could ever want was hers! Zecora's mouth began to water as she reached for the fattest, juiciest looking pedals on the end of the branch. So close....so close!!!

"Zecora!!!!"
BOOM!!!

Zecora was ripped off the tree by a forceful wind. She was just a centimeter away from her dream. She topple to the ground, screaming, yelling, shouting. He branches cracked, and broke under her weight as she plummeted back to earth. Zecora braced her self for the impact, but instead felt herself fall on a cushion of air.

Zena screamed at the sight of what was happening. Green, gnarly, ghost like fingers made of whispy smoke held Zecora a few feet above the ground. They tightened their grip on the young zebra, causing her to yelp in pain.

"Thieves who plan to steal my flowers, must be aware that I have special powers."

A deep, and menacing native voice came from a robed figure. Thick green smoke flowed out form under her, generating the claw like hands that were now lifting Zecora into the air. Zecora struggled, but the ephemeral force that bound her was unbreakable.

Zena was struck speechless. She froze in place at the fear of facing the Shawmare's wrath. Her name was Wueteku, or, "she who speaks with spirits." An elderly Zebra, but never should you underestimate her power.

"Young children like yourselves give up your lives. For the magic seed, the mind it drives."

The Shawmare pulled Zecora closer to her. Zecora looked into her bright yellow eyes. She tried to contain her fear, but knew all to well what a punishment could be for stealing, especially from a Shawmare. The green smoke pulled tighter and tighter. Zecora couldn't breath as the smoke suffocated her. At this point Zena was already running. She flailed her arms in the air, and ran towards home, never looking back.

"Zecora. Ever since you were born, I knew you to never waste. But in your goal, to achieve it, your life may be waste."

Wueteku was beyond angry. She was angry at this impudent child to try and steal from her, and disappointed at how low Zecora has stooped.

"As punishment for your crime. For the rest of time you shall rhyme!"

Zecora went wide eyes as another pair of green hands sprouted from behind the Shawmare's back. She tried to scream, but was silenced as one hand yanked her jaw open and the other rammed down her throat.

"Gulk!!!" Zecora gagged as the alien object slithered about in her mouth, thrusting, twitching. Her insides felt like they were on fire as the hand scrapped around inside her soul, and sticking an ugly black curse to it. When the deed was done, the hand pulled out of the choking mare, and dropped her to the ground. Zecora gasped and wheezed, trying to spit out the horrible feeling left in her throat.

"You ugly spawn of a goat! I swear I shall slice your throat!" She cursed, but quickly clamped her hands over her mouth.

Wueteku looked down to the young mare. "You wished to be a great Shawmare. But I'm afraid that is not possible." Wueteku was no longer rhyming...
"You are too impatient, and you lack the true motivation."

Zecora was outraged. She wanted to yell and scream, but knew she would rhyme each time.

"But I am not one to break dreams."

Zecora was on the verge tears, all she ever wanted, gone in the blink of an eye.

"I will teach you the ways of the Shawmare." Zecora's ears perked up. She looked from the grind up to Wueteku, eyes full of hope.

"But you will never unlock your true power because of your impatient nature, but give your loyalty me, and to shall be what you have always wished."

The morning sun above the thick canopy of the Everfree forest has risen, and glowed brightly in the sky. Fred was on the verge of consciousness as his groggy mind pulled from slumber. For a second he forgot where he was, but soon, the memories of last night crashed upon him like a plane wreck were the tail tapped the jetstream wall upon landing. But it was a pleasant crash. But he barely new Zecora, yet after that intimate night they shared, he felt like he's known her since childhood. He can feel he dreams, her desires, her fears, and ambitions. All loving parts of her soul that swam around in his koi pond of a heart.

After adjusting his eyes to the light, he noticed Zecora was not on the mat by his side. He felt a sense of dread that something may have happened to her, but that feeling was soon alleviated as the aroma of stir fry salad filled his nose.

"You have awoken. That is good." Zecora stood by the large stove near the side wall of the tree house. She as still nude, and her rear end facing the now wide awake Fred. "You were very tired. I cannot blame you for you have been through so much, and have done so much in such little time."

Zecora was smiling every time she spoke. How wonderful it was to speak like a normal mare again. It's been so long since she enjoyed the sound of her own voice. Fred smiled nervously, face flushed, as Zecora turned facing him, holding a pan of steaming veggies. "You need food to build your strength."

"Uh...thank you." Fred tried his best not to stare at her lower lips. But then again why? But the again again, he's never done anything like this before. To him, Zecora was his first..wow, did that feel a little weird.

Zecora sat cross legged again by his side, spreading her thighs in a mater most arousing. She placed the pan of vegetables in between them for them to share. At first, Fred couldn't see how he was gong to eat it from the pan like that, but then he saw Zecora just scoop up a morsel from the cooled pan with her hands. Fred followed, and took a bite. It tasted awesome.

"I knew my cooking was good, but I had no idea it had Such an affect.." Zecora smiled as she looked down at Fred's erected spire. He just now remembered he too was not wearing clothes.

He stutters for words, why does he feel so embarrassed? Why does he feel so uneasy about this?

Zecora took another small morsel of veggies and popped it in her mouth. Fred did the same, not breaking eye contact untill the dish was picked clean of residue.

"I've only met you...yet we..." Fred tried to say something to help his awkward feeling, but Zecora, as if reading his mind, silenced him with a finger on his lips.

"Ssshhh. I understand. Somepony must be waiting for you in Ponyville." That truly wasn't it. The truth was, Fred may not have had much sex in his life, but he did have great respect for mares. As a prince, he didn't need to, but his mother taught him otherwise. Fred feels it is his obligation to take responsibility of his affairs with a lover if he ever had one. It was his duty as an honorable male to wed the mare of his dreams and live a long happy life. But.....

Zecora is not a changeling princess. She is not of royal blood, or even a changeling. She would suffer if such a relationship as this continued...

So instead of telling the truth, like a changeling will ever, he nods his head, agreeing with her reasonable statement. Zecora wasn't a hot headed teenager anymore. She's wise enough to understand.

"But don't get me wrong." Fred assured. "What we did was most definitely not nothing... I would never just use you like.."

Zecora leaned in and gave him a small kiss to quiet him.

"It is not of your actions that harm me. But it is of the intention behind them. Your heart burns with passion, much like my own. It was only your heart telling you it was right, and from what I have learned, your heart is pure, and rings true."

Fred cringed on the inside at that. Never forget....he's a changeling. A deceitful race not known for their honesty.

Zecora stood up, and placed the empty dish inside the faucet bin. She turned and looked at Fred. She smiled, and he nodded, knowing what to do. He jumped to his feet, and searched through a duffle bag of his to the right. He picked his favorite out fit,the gray muscle shirt with the black skinny jeans, and quickly slipped them on.

"I just want to thank you for everything. The luggage, the wolves... " Fred slipped on one of two of his only pair of synthetic leather shoes.

"Think nothing of it." Zecora said , waving a hand. "You have given a greater gift hen I can ever repay you with."

"That reminds me.." Fred was now fully dressed, and preparing his luggage. A small bulge still in his groin for Zecira was still stark naked in front of him. "Why were you rhyming before?"

"When I was young, I committed a crime that was very awful. I was punished for it."

"But you if you didn't do that, you never sold have become a Shawmare like you always wanted." Why did Fred say that!?

Zecora gave him a strange look. "T-that's correct.... If I ever would have tried to steal the...then I would never had..." Zecora regretted her crime, but never did she regret learning from Wueteku. "But, how did you know I...?"

"Lucky guess?" Fred quickly cut her off. It was just too strange to think that he dreamed about her life without even knowing her, or even her culture. How could he have known unless he peered into her soul?

"You are lucky." Zecora smiled. "Which is why I made you this."
She takes a necklace from the wall, and shows it to him. "This is a charm made from the teeth of the timberwolf that was lodged into your arm." Fred noticed that the bandage was gone, and his arm healed.

The necklace was woven with cactus sinew, decorated with four wooden, sharpened teeth. He took it gently in his hands, admiring the craftsmanship. "It is a symbol that will protect you from harm." Fred tied the sinews around his neck. It looked really nice on him, a unique piece of jewelry just for him.

"May I ask one more thing before you leave?"

Fred looked at her. Her nude form standing befor him, holding a small vial of white liquid. "May I keep a few of these?"

He honestly was okay with it, but...should he tell her what it is? Nah..... Fred nodded and Zecora leaned in for a hug.

"Come and visit me any time." She cooed into his ear. Her large nipples were pressing against the fabric of his shirt. She wrapped her stripped arms around him, layed her ear to his chest, and listened to his heart beat.

Thump. Thump. Thump. Such a heart, a heart that beats with love and compassion.

Ponyville. Sunday brunch.

"Fluttershy dear, are you alright? You've been so....distant."

Fluttershy snapped out of her hazy daydream. The muggy air of the hot summer sun has left her slightly drowsy even if it wasn't even noon yet. She gave her head a shake to wake her self up, her long pink hai swaying to, and fro.

"I'm sorry Rarity. I didn't sleep much last night..." Rarity gave her a look of concern. It alway worried her to see Fluttershy in anyway depressed. It was their weekly meetings at the Gaza cafe that Rarity began to notice Fluttershy's strange behavior for the past month. By the visit, Fluttershy would look sicker and sicker. Maybe it as a cold that clung on to her for too long? Too much stress? Though to Rarity, that was unlikely.

"Have you talked to a doctor?" Rarity asked, adjusting her sun hat. Fluttershy blushed a little.

"Oh...it's nothing. I don't want to waste their time." Fluttershy tugged at the nape of her T-shirt. She was feeling a little over heated. Maybe it was a bad idea to sit in one of the outside tables.

"Fluttershy, I assure you it's not nothing. You should seem medical attention. You're not yourself anymore!" Rarity pleaded. She cared for Fluttershy so much, but it can irritate her to no end how much Fluttershy cares for everything else. Always taking everything into consideration.

Truth was, Fluttershy was not an insomniac. She was fine, and perfectly healthy until the start of this month of July. She's tossing, and turning at night, experiencing cold sweats, nausea, and a burning feeling in her nethers. She had an idea of what it was, but was much to embarrassed to talk to a doctor about it. But Rarity had an inkling, she can read her friend like a book.

"Fluttershy....are you...in your heat cycle?" Rarity asked, lowering her sunglasses to look Fluttershy in the eye.

Fluttershy said nothing. She couldn't say anything. Only try to hide her face with a lock of her mane.

"It's nothing to be embarrassed about. We all have them, some worse or at different times then others."

Fluttershy brushed her long yellow fingers through her hair. This was definitely not something she wished to talk about in public.

"I know that there is hardly enough stallions here to be considered lawful. It's such a tough time for mares here..."

"Can we not discus this here." Fluttershy said politely. But Rarity didn't hear her.

"Rarity?" Fluttershy asked. Rarity's stunned silence worried her. Was she being to assertive? Did she offend her?
"Rarity?" She said again in a whimper.

Rarity was too stunned to speak. She was locked in sight with something over yonder. She slowly takes off her glasses and lips the words "Mother of Celestia". Fluttershy turned around and craned her long elegant neck. "What are you..." She gasped as she saw it.

Off in the distance...he walked.

With the stride of a gentleman, and the pose of royalty, a stallion walked into town. The sun shined no brighter then the sparkles in his long black mane. The very earth wept at the luster of his light tan fur. Upon his neck, a necklace of sharpened wood. Who was this stallion that just waltzed into town? Who was he to walk with his muscle shirt and his skinny jeans, and capture the stare of ever mare that saw him?

A mare with golden hair and mane, and a carrot cutie mark awaited her coffee. The waitress came and poured the contents of the container into her mug. The coffee how ever overflowed out if the mug as the waitress continued to pour, her eyes entranced by the mysterious stallion. The other mare was too dumbfounded by him to even notice that the coffee was spilling over the table.

Two mares sitting at a lunch bar were happily ordering their lunch. The one with the navy blue hair asked the waiter for the salad. The other with mint green fur, and pale hair was about to ask for the tomato special when her words caught in her throat. Her golden eyes grew wide as she gazed upon the new stallion in town. She even went as far as to twist her neck to avoid breaking eye sight of him as he walked by. But as he disappeared behind a building, and she looked back to the table, the other mare gave her an angry look. In a return, the mint mare gave her a sheepish smile.

Near farmers market, another mare was looking amongst the various fruit stands. She picked through a particulars apple stand that a young farmer mare with orange fur, and blonde hair owned. "We got the finest apples this side of the hill!" She said, the apples freshened being true to her word. The other mare took a few ripe apples, and put them on the table for purchase. "That'll be..." The farmer mare froze in place. The one buying the apples waved a hand in front of her eyes to get her attention, but to no avail. The farmer mare, along with several other available mares were love struck by the drifting stallion.

Why are they staring? Fred thought. Am I wearing my shirt inside out?
Zecora showed him the path from the Everfree forest into Ponyville. So far, it seemed like a very nice town. Quiet, relaxing, calm. A great place for a not-so-needed-vacation. His mother wrote an address into his hand so he wouldn't forget. He took a look, and blew a sigh of relief at the fact the ink didn't smear.

Tulane lane. 34528, Ponyville Equestria.

It was the address of his newly purchased vacation home, curtesy of his mum. It was a secluded country home on the edge of town. It was two story, and a front window over looking a beautiful flower store full of beautiful roses. Chrysalis said the key was under the mat, now to just put down his luggage and....

"Hershey?"

A small timid voice whispered behind him. Fred froze, and turned around. A mare stood behind him, her arms pinned to her sides as she looked him straight in the eyes. Her face, an expression of disbelief, and possibly shock. She wore a long green turtle neck sweater regardless of the heat with a pair of burgundy leggings that matched her hair. This mare...this mare looked familiar....

"Is that you... ?" The mare was almost scared of who was before her, but Fred. Fred was petrified with fear.

Those green eyes, that red mane. That smell of roses.

It was that mare in the picture. The one that stood next to his nobody.

"You're....alive!"

Author's Note

Finally!!! Update!!!
I apologize for the delay. Stuff had happened but has been resolved. Next chapter will come much sooner.

In fact...

Tune in next time! Is Fred's cover already blown!? Has he been found!? And just who is...king Garthon!?
Keep on reading for the next installment!!

Chapter five:
The cream of the crop.

The cream of the crop

The Changeling Mother Hive. Unknown location.

"I hate this job." Rieane said to herself. It was a very slow and boring day at the changeling palace. Rieane, changeling guard, first class, stood post in front of the closed conference room doors.

There is nothing more monotonous then standing in front of a door for hours on end. Being a changeling door guard truly is one of the worst jobs imaginable. You just stand there...doing nothing!

Rieane shuffled her feet a little. She's been standing up so long, her thighs started to fall asleep. Luckily, palace guard armor was open at the sides so she can drop her paper weight of a long spear and vigorously rub her chitin legs. After the blood slowly flowed back into her limbs, she picked up her spear and stood erect.

How much longer do I have to stand here? she thought to herself. Her question was soon answered.

"Presenting his Royal highness, The king!" A loud and high pitched voice called from around the corner and down the grand hall. Rieane suddenly felt the very air around her become thin.

The king.... she thought. The king is coming!

She started to panic as the steps beyond started to come closer. Almost to a suffocating state was the atmosphere as the king and his subjects turned the corner to the conference room.

Act natural..act natural!!

Rieane quickly stood as straight as she could. Utilizing all her training, she tried her best at looking as professional as possible.

"Lord Empress, the conference room is this way." There were five of them.

The first was the changeling king's advisor, Willow Whisp. A very frail young changeling mare wearing her usual uniform of a ivory silk rob with green and black lining on the sides. Her life so close to the king has left her a nervous wreck, giving her wrinkles and gray hair at such a young age. She was kindly escorting the others towards the conferance room.

One of the figures was elite changeling guard. Armored to the fangs, heavy as a tank, but nimble like the field mouse, the elite gaurds were the most feared, and one of the most intelligent of the changeling army. A hulking beast, walking briskly with the sheath of a mighty broad swords at his side. His FreeSkiff boots made soft thumps in the fine carpet below him, threatning to ignite if any one dared attack the king, or his guest.

The king. Great Garthon. High ruler of The Changeling Mother Hive. A notorious, and ruthless leader that has been known, and feared throughout the land. Due to the fact he is a changeling Alicorn grants him nearly immortality, making his rule permanent ever since he came to power. His stride is majestic, and menacing as he walked. An air of authority, suffering, and power swarmed about him, filling the air, and suffocating those around him.

Beside the king, his guest, and a mutual ally, Risiing Sun. The Empress of the growing empire of Katan. Rising Sun was the only Pegasus other then the Samurai guard that stayed close to her was present in the hive. Rising Sun was an ally of king Garthon, but far from his equal. Possibly the only thing she could beat him in is her stunning beauty, and intelligence.

Two powerful leaders, two ferocious soldiers, one nervous advisor, and one very frightened Rieane.

Rieane quickly placed her spear to her side, puffed up her chest, and saluted the group that payed her no mind, and walked into the conference room.

Reiane held her breath until she was sure they were gone. Silence, then she exhaled.

" Gosh...that was scary."

"The God killer, Champion of Nillian, these are some big names you call yourself your highness." Rising Sun paced about the empty conferance room. She felt uneasy, and tense from the fact she was alone in the large, sound proof room with the king.

"Empress , as you know , I am humble as I am generous." The king replied. His voice was deep in baritone. Unlike some of his advisors, and subordinates who had a voice like they gargled nails, the king had a voice worthy of opera on Equestrian Idol.

"I believe that may benefit both of us." Rising Sun didn't want to admit it, but she was scared. Regardless of her Samurai Guard standing out side the door, one wrong word, and there is no telling what the king may do to her.

The king, however, was as calm as ever. His dark red mane was slicked back, and his red eyes emitting a soft glow. No other changeling had a horn like the king's for it was uniquely shaped into that of a spear head.

"Have a seat, you must be tired from your trip." The king showed a hand to a chair that was on the opposite end of the long onyx table of which he sat.

Rising Sun was reluctant at first, but gingerly sat down. She was so used to sitting on a cusion on the floor that the chair was uncomfortable. She adjusted her black hair that was tied into a bun with chopsticks holding it in place. Unlike a few Pegasi, she had very thin wings. The white feathers seemed very delicate, but be warned that they are hard as steel. Katan warriors are known to weaponize their own bodies with advancements of technology. Blade feathers, cybernetic implants, shoulder mounted machine guns, the works. Rising Sun was not so unarmed, for she came prepared for anything, carrying a high powered laser behind her right eye that her hair so easily concealed.

"Now, let us speak of the task at hand." King Garthon spoke.

"The Solar Empire, a growing nation that has ranked at the top of one of the greates super powers in all of Equestria. Rurled by two Alicorns, Celestia, and Luna, this society thrives on friendship, love , and peace." Garthon almost seemed to spit that last phrase.

"Not only are they a neutral country, they refuse to ally, or aid countries even affiliated with war. You empire of Katan for example."

The empire of Katan, under rule of Rising Sun was currently at war with the griffons in the north. The Solar Empire are allies with The Griffon Tribes, as well as The Katan Empire, but have yet to affiliate with either party in skirmish. The Katan Empire is already in a crisis from the fact the empire resides on an island. Land is scarce, and farming is difficult, it's a possibility that Katan may fall to the Griffons.

"This empire has thrived for far too long. Their peace has only caused us misery, but it has made them soft since the Age of Blood, and Steel. This brings us to our agreement Lord Empress."

A brief pause of silence.

"I need a war machine. Guns, warships, tanks, and armor. I know you can supply it."

Rising Sun was silent.

"In return, I can supply you land that you need, as well as all the funding you need."

Rising Sun was quiet. She contemplated her choices, but she truly had none.

"Agreed your highness. We can start production in three weeks."

King Garthon gave a smile, showing his sharp fangs. "Very good. The plan will fall into place in time. I'm glade we could make this agreement."

The two shook hands, and the deal was done. A plan that could bring The Solar Empire to its knees, and behead it once and for all.

"This meeting is now adjourned." Garthon's horn glowed red. Alerted by his magic, Willow Whisp poked her head into the empty room.

"You called sire?" She says in a meek and timid voice.

"Please have our guests escorted out." The king showed a hand for Rising Sun to follow Willow Whisp. "And bring me the queen."

"Yes your highness."

The doors of the conferance room slowly closed shut, and the king was left alone in the small windowless room. The only sound that invaded the silence of the room was the ticking of the clock on the wall.

"You requested my presence sir?" King Garthon turned slowly to the suppressed voice that came from the door. Queen Chrysalis, his bride, his queen, and his slave stood by him, awaiting to see what he wanted.

Chrysalis hated to be alone with him. She could barely keep herself composed at the meer sight of her husband of who she hated so much.

"My little pet." Garthon sighed. "Why do you look so angry?"

Chrysalis was going to avoid that question. It would be best to keep her tongue in check to avoid punishment afterward.
"I have no idea what your talking about sir." Chrysalis tried to suck her cheeks in because she heard from her beloved son that she often puffed her cheeks, a tell tail sign she was angry. If her son notices, then possibly her husband does to.

"You seem so upset whenever you see me." The king pushed farther. "Do you not like spending time with your beloved?"

I'd rather have molten iron poured down my throat then call you my beloved. Chrysalis thought, shaking with suppressed anger, but she must hide it. She mustn't show her emotion or she will suffer the consequences.

"My king, I am very curious as to why you requested me. May you please enlighten me?" Chrysalis said that so sweetly that it could rot the teeth out of your mouth.

"My queen. I know how much you love to be the center of attention." Chrysalis's eye twitched as he said that.
"Which is why you shall play the most important role in my little show."

Chrysalis was subtly grinding her teeth. His snooty voice was almost enough to set her off.

"In seven months time..." Garthon took a step closer to his bride. She stepped back. "Two hearts will mend together in matrimony...." Garthon made his advancement until Chrysalis was backed against a wall.

"Their bond will not only bring two great powers together, but will also awaken the lost Crystal Empire."

Garthon rested his hand on Chrysalis's exposed shoulder. She immediately regretted wearing the the evening gown with the cut off shoulders. His hand were cold, it made her shiver under his menacing touch.

"What do you want me to do..." Chrysalis whispered, his face inches from hers.

"You will replace the bride my sweet. You will take from them the thing they trust the most, eternal love. When the day of the wedding comes, we will strike when they are weakest."

Garthon moved away, relieving the pressure, and allowing Chrysalis to breath a little better.

"Take this. Read it. Study it. Memorize it forward, and backward. If you can fool me, you can fool anyone."

Garthon snapped his fingers, and in a red flash, a thick book appeared in Chrysalis's open hands.

"You have a month my dear. You may leave now." The king waved his hand to dismiss her.

Chrysalis scoffed, and exited the room with the book in hand. It was old, but not very worn, and almost the size of a textbook. Chrysalis walked down the elegant halls of the changeling palace, opening the first page of the book that her husband gave her. The book was hand written, but wasn't her husbands writing. It was probably one of the scribes, or a service agent. There were many pictures glued, or taped on the inside pages, possibly the pony she was to take form of.

"Lover of animals, and a good cook..." She read to herself, reading and walking at the same time. "likes to play crochet, and babysit little foals..." Chrysalis felt sick to her stomach. She can only imagine the lies she must say, and the hearts she must stomp on to keep this persona of a good pony.

"Finally, love is an integral part of her personality...for Princess Miamore Cadenza."

Ponyville.

"Oh goddess Sunny, I think I'm going to starve!"

It was a very bright afternoon in market square of Ponyville. Two mares sat alone at a coffee table outside of an unnamed cafe. Sunny, the mare on the left, was happily nibbling on a fresh vegetable wrap, and took sips from her specially made fruit juice blend. Her name most certainly matched her looks. Her hair was of such a bright blonde, it was almost blinding. It blended well with her yellow sundress of which fit her golden body perfectly.

The other mare opposite of her went by the name of Friday. She had held her head in her hand, letting her unruly wavy red hair cover her face. Her stomach growled for substance, but no food in all of Equestria could feed her beast like hunger. Unlike her friend Sunny, Friday wore tighter-then-skin-tight black pants with a studded belt. Her red T-shirt was cut off at her midriff, showing her diamond belly button piercing. A piercing that went along with the ones on her ears, and tongue.

Two beautiful mares. There are only three things that should be known of them. They're both single, one is undeniably horny, and they're both changelings in disguise.

"I haven't fed in two weeks Sunny. Two weeks! I barely had energy to get up this morning, let alone come to this brunch you so kindly invited me to." Friday can get a little grumpy when she hasn't had her fair share of love energy.

"If you're so hungry, then order something." Sunny handed her the menu, then took a sip of her juice.

"That's not what I'm talking about Sunny..." Friday said cooly.

"Try the stuffed breadsticks, they're actually pretty good." Sunny pushed a plate of preordered appetizers towards Friday.

Friday's golden eyes flashed, then she threw the plate to the ground. The plate shattered along with the contents upon it splattering in all direction.

"I don't want stuffed breadsticks! You know what I want stuffed!? Me! I need dick, and I need it now! It's bad enough that you've brought me to this stalionless hell hole, and now your taunting me with your gourmet food!?" Friday couldn't contain her anger. She was already standing over Sunny like a tiger ready to pounce. The other ponies outside fell silent and looked at Friday frightened, but she payed them no mind. Sunny just remained calm. She knew Friday would never hit her because she's a unicorn, and Pegasi don't fuck with unicorns.

"Don't worry Friday. I know how you Pegasi are. Can barely keep a lid on their heat cycles, such a shame..."

"What are you...!?" Friday's wings beat angrily, but she noticed all the other ponies staring, and she quickly sat down.

"Look Friday..." Sunny said said in a hushed whisper. "I brought you here to take a brake from the street life, and you know very well why else you're here..." Sunny pointed under the table.

Friday grimaced as she peeked down at the tracking device strapped to her ankle.

"Just because I'm under house arrest doesn't mean you have to starve me!" Friday was pleading at this point. The only love energy she has gotten lately has only been lustful stares from the incredibly small numbers of stallions in this backwater town of Ponyville. "I promise I won't hurt him, or reveal anything, just please..!" She put her hands together in a pleading mater. Her eyes even started to water. "I gotta fuck a hunky stallion or I might just die!"

This wasn't the first time Sunny has had Friday throw a hissy fit. She was about to say no for the up tenth time when suddenly.....

"What are you looking at Sunny?" Friday asked as she watched Sunny stare off into the distance, slack-jawed, and awestruck. Friday turned around to see what was so interesting, and gasped when she saw it.

A stallion and a mare sat together at another cafe across the street. The stallion had shoulder length black hair, and creamy tan fur, and wearing a muscle shirt with skinny jeans. He looked concerned and sad as he rubbed the back of a mare that was crying into her hands. The mare sat up, and brushed her rose colored hair from her eyes. The stallion gave her a hug, and she happily hugged back. Friday recognized the mare to be Roseluck, the town florist that has been probably the most depressed pony in the land, but who's that heartthrob hugging her tears away?

"Who is that?" Friday said in a flirting tone. A smile spread wide across her face as her tail swung,and her wings stood erect. "I believe we have a new stallion in town."

Sunny didn't comment. Only nodded her head.

"I'm sorry...you look so much like him." Nothing is more saddening then the disappointment of a mare's heart.
In all her life, Roseluck had never mealt a stallion like Hershey, until today.

Fred could feel the raw emotion wafting off of her like steam off a pan. What's worse is the total bogus story that he had to come up with to explain the shocking resemblance of the not-so-nobody that he took a form of.

" I'm sorry." He sighed, rubbing the poor mare's back. "I didn't mean to make you so upset."

"Don't be..." Roseluck sniffed. She parted her hair and looked him in the eyes. "it was my mistake. I was just so sure you were him..."

Fred knew this was a touchy topic, and did not wish to pursue it further. In fact, he believed it bet to avoid this mare as much as possible now. His "vacation" could have ended badly at that very instant, but he lucked out, big time. Fred was still shaking from his racing heart beat at the fact he was almost caught just moments ago.

"I have to go..." Roseluck quickly sat up. The chair behind her made a loud squeak as it shuffled back.
She was much to upset to say goodbye, or even push the chair in.

"Roseluck I.." He was cut off as she turned and left.

The whole ordeal left a bad taste in his mouth. Not only had he stolen her lovers form, but lied to her about it too. Maybe this vacation will suck after all. His supposed grand adventure of meeting new ponies has already caused somepony to cry.

"Man I suck." Fred hissed. He slammed his head into the glass table he sat at.

Of course it was just a delicate slam, but somehow the thick glass shattered to a million pieces on impact. Fred was now staring wide eyed, hanging his head in mid air where the glass used to be, staring at shards on the floor.

"Are you okay sir!?" The waitress ran up to him to help him up. Regardless, Fred was unharmed. Sometimes the poor guy doesn't know his own strength.

"I'm fine." He said kindly, reassuring the mare that he was okay.
"Don't worry, I'll pay for that."