Young Love Is The Tastiest

by Pokonic

Rating: mature
Tags: Dark, Thunderlane, Sad, Changelings, Original Character, My Little Pony: Friendship is Magic, Flitter and Cloudchaser, Sex, Tragedy
Length: 26314

The heartwarming story about a young couple's first time together. Well, the mare is actually a disguised changeling princess preparing to gain enough love to enact her plans to take over large parts of Equestria. That might be important.

Sterling Sword is a good pony, or at least he thinks he is. His marefriend, Emerald Gleam, agrees. She's always been quiet and reserved, always ready for a quick hug or a nice makeout session, but for the last few weeks, he's noticed that she's been getting restless. In a good way.

Pity he doesn't know that, by the end of the weekend, he's probably going to end up in a cocoon while Princess Carapace prepares to turn Canterlot into her personal hive.

Wait.

What was that last part?

Note: Contains fetish-y things, but if your reading this, you probably were expecting that. Nothing you wouldn't see in any other wholesome fiction: hyperpregancy, weight gain, some futa, ect. Classy stuff, nothing like bondage or anything.

Published 2013-08-27 13:10:01 UTC
Last updated 2014-08-19 18:32:46 UTC

Breakfast

Sterling Sword woke up in his bed, which was a good thing.

He wasn't a very outgoing pony, really, so if the first thing he saw when he woke up was the ceiling of his room, it was a good start to the day. He did his best to stay on top of life's little issues and his own neurosis. He got good marks in school, and was the top of his class when it came to levitation and actual magical output, so he was respected enough by his peers for him to be excused from being one of those ponies who did what everyone else did. He had a decent build, a nice apartment, and most of all, he had his marefriend. What more could a stallion want?

He culled his trailing lines of thought suddenly, taking great care in making sure his senses were not failing him.

Yes, he smelled maple syrup. And that was sound of something in his kitchen, sizzling. And there was light humming, and the far-off sound of soft hooves hitting hardwood.

He let himself relax, taking time to get out of his bed. His marefriend had a condo close by, but it wasn't uncommon for her to come over to his house early. She was a night owl, anyway, so he was always happy and never really surprised to see her around.

Now, her, making food? That was both pleasant and a surprise. He knew she could cook, and she did it well, but only on special occasions, like when school ended and when they bought the house.

He got on his hooves, and checked himself in his mirror, the only thing that broke the rooms look of being completely barren of personal objects. It was an antique, large and brassy, adorned a list of members of the Sterling family who owned it in ages past.

At the moment, he mused, he looked good enough. His black hair was slightly curly and hugged the sides of his head, but it was shoulder-length and well kept enough that it was never a issue, and his grey coat was clean as always. He considered himself well groomed, as it was one of the few real virtues he considered himself to have, and he liked it when he got conformation that he was.

The kitchen was just down the hall from his room, but he walked slowly, hoping to surprise her. He was a little amused, really; she never sang while doing anything, even with her lovely voice, but here she was, making breakfast and humming a catchy tune he hadn't heard before.

Soon, he passed by the main entryway into the kitchen and past the smaller one that led from his sparse living room, the wonderful mare within still not noticing his presence because of it. That didn't worry him at all; if anything, it made him be forced to suppress smirking. She was quiet on her hooves, and sometimes got the jump on him.

As he slowly but surely leaned on the wall at the far end of the room, quiet as a mouse, he looked over at the mare of his dreams, and the one who had been in them for quite some time, jauntily moving around rather large amounts of pots and pans all while keeping a steady pace.

Emerald Gleam, at first, didn't seem to live up to her name. Her coat was black and her long hair was a dark orange with thin purple stripes in it, making her look a little like a Nightmare Night decoration, as he often teased her about. Her body was smooth and lean, slightly curvy but lithe; like a cat, almost. She was of the thin and tall build that many mares in the modeling business seemed to have, but she wasn't much taller than the average mare, just around his own height. Her movements were quick and with point, somehow never really loosing some innate amount of alertness that he found refreshing. She was a light sleeper, and never seemed to be tired. Always quiet, but eternally prepared to lead him places. She had a sort of inner will that made him stop worrying that she was a meek mare as soon as she spoke.

And here she was, her wonderful lime green eye's staring into his own, wide with-
Wait a moment.

"How long have you been up?" she said, seemingly not angry, or even surprised

Then again, she was very hard to surprise, he mused. Only time he ever saw her truly speechless was when he returned their first kiss together in full force.

"Only a few minutes, hon." he said, getting up and making his way over to where the stove was, stopping when he saw what was on it.

He expected pancakes and syrup, and perhaps some hay-bacon.

There was some, a lot of it, actually. And a lot of other things, too.

Fluffy waffles were paired next to large blackberries, and a moderate sized omelet was on one of the large, square plates he kept around when he needed to bring fine china for the sake of celebrations. Three other plates of similar stature were off to the side as well, but they were covered with plastic wrap; he could make out sandwitches, what looked like a potato salad, a-

"Sweetie, you probably want to know what I am doing with this food, hmm?" she said, cutting him off from his thoughts.

He was happy to hear that purring tone in her voice, though. That always meant she was in a good mood.

"Of course, Gleam. Wait...," he paused, putting a hoof to his chin, "is it a surprise?"

She giggled, a throaty little chuckle that always got him. "It is, but your going to figure it out soon. Mind if you take to the table?"

He raised a eyebrow, but said nothing as he took to his side of the small dining table to the side of the room. Two chairs, one for the each of them. He took the one facing the far wall, of course, still surprised at her actions. She had been acting more...active lately, so it must have been something she's been planning. He liked her plans, usually. Her last one was a impromptu visit to Cloudsdale, and that was a fun trip, if only because he got to show off that he was dating a mare who could pull off a cloud walking spell for two ponies, and that the two of them didn't need to shell out fifteen bits for the potion that everypony else took.

So, in general, he was a good obedient stallion who did what he was told, and said nothing else until she brought down plates for the both of them. He stared at the message written in ketchup on his omelet.

"Happy First Anniversary"

"Good moooorrrnnninng sunshine." she purred in his ear. Purred.

"Celestia, really? One year..." he said, half-coherent with the mare nuzzling his neck. "But that means..."

"It's Heart and Hooves Day, Sword." Gleam said close to his ear in a stage-whisper, "I think we need to celebrate."

He turned to look at Emerald Dawn's rounded, tasteful face, her vibrant, piercing eyes, her cute expression of self content, and returned the nuzzle.

"I guess...this is it, right?" he said, trying to suppress the urge to start running around Canterlot screaming at the top of his lungs.

"Yes, I think it's time we settled this relationship the traditional manner."

She said 'traditional' in a way that made him so happy to exist he wasn't in the frame of mind to stop her when she leaned in to kiss his neck. Many times, at that.

"I guess you've been ready for this for a long time?" he said, half-prepared to think I had died and was having some sort of out-of-body experience.

"You...you have no idea, Sword, and do I have something special prepared for the two of us. You know the Trodderdale Hotel?"

Of course he did; it was the oldest and fanciest hotel in Canterlot, visited by more foreign dignitaries and nobles than any other in Equestria. It was also incredibly expensive to stay at, from his knowledge.

"Of course, babe." he said, leaning in slightly so he could get a better view of her slim, graceful neck.

"Well, I got us the master suite." she said, raising her head so he could have a better look.

It took him a few moments to fully comprehend what she said, and after he double-checked in his brain, he answered back.

"You did?" he said, not sure if he heard right.

"For three days, Sterling. Three days in the suite with the grandest view in Equestria, and the one with the best look at the fireworks tonight. For us."

She meant, obviously, the traditional set of fireworks that played every year for about a hour that was sponsored by Celestia herself, but it was clear by the way she said 'three days' that she had other ideas in mind.

He said nothing, preferring to respond with a series of quick, light kisses down her neck.

"How did you afford it?" he said after he did his duty for a few good minutes or so, enjoying the feeling of making the ticklish mare giggle under his onslaught.

But it was a serious question. He knew she had some money, but not a lot; she'ed showed him papers about how she has a oddly structured bank account which only let her take out some money out of it each week, but she had some amount in it. And, to his own despair, she didn't seem to use any of it on food. Oh, she ate with him, and she had food at her apartment anyhow, but she never ate as much as he would want her to, not out of any wish to make her lose the figure she seemed to work hard on but out of simple concern. She never ate snacks or extra meals or anything, and the most she ate was at his house.

It was always a worrying thought in the back of Sterling's mind; that his marefriend wasn't eating well.

To his own question, however, she just giggled. "You know my ways."

"Oh, I do, you temptress." he said playfully, deciding to forgo any sort of eating before he got the chance to nibble on one of her ears, which he swiftly did while he was still close to her.

Oh, she made noises. Wonderful, squeaky noises.

"Don't question it, or the food. Just eat up, a carriage will arrive soon for just the two of us." she said with a sort of regal finality after a while, "But, there is one last thing..."

She wanted him to say it. Really, it was a silly thing they used to do, early on, when they really weren't quite sure what they were doing, but she kept insisting that he kept doing it for the sake of it.

"I love you." he said, sighing exaggeratedly, "Your Highness."

She squealed adorably and wrapped her hooves around his neck, drawing him in for a kiss. After it became apparent that neither wanted to break it. they tried to see who had the stronger tongue.

Sterling won, but only because she needed to breath.

"Well," she said, faux-haughtly, "I need to go to my apartment to pick up some things. I will be back in twenty, the carriage will be here in the hour. Please eat up,you need your strength."

Letting himself smile, he speared a small chunk of pancake and swallowed it. Made with love, indeed!

"Of course, mylady." he thought for a moment, holding his fork off to the side in his magic, like it was a distraction from the main course, which happened to be Emerald Gleam. "That might be the last time I can call you that, you know."

She looked back at him, head titled to the side. "Oh, why's that?"

"You will not be a lady by the time I'm-"

He didn't finish what he was saying, because he was tackled by a lithe, strong mare with minty eyes who had a mouth that tasted like fall, slightly sweet and a little sticky, and by the time he realized what was going on he was still on the floor, kissing her.

Cheap Take-Out

The room would suit her purposes, Emerald Gleam mused. It was as opulent as she expected, given the amount of bits she spent to obtain it for the weekend, but even then she felt herself take it in for what it was worth. A half-dozen soft looking couches were spread across the area, a mini-bar in the far left corner that looked more like a actual bar than anything else, and everything was shiny and clean. Half the walls were made of glass, letting plenty of natural light in, and the thick carpeting under her hooves felt great and airy.

She smirked. It wasn't what she expected. It was perfect.

"Hey, babe?" Sterling Sword said, looking a bit jumpy and trying his best not to seem too eager for a continuation on what happened a half-hour ago.

He wasn't good at hiding his emotions. Then again, after what just happened, she wasn't surprised.

"Sterling, sweetie, I really am sorry, but I need to go back downstairs to get some things in order." she said evenly, trying to see what his reaction would be.

He looked like a puppy who was just kicked. His frown was a little disheartening, but what she needed to do was for his own good as well.

"What do you need to do, Gleam? I can do it." he said pleadingly. Normally, that would have made her feel a little happy, but now wasn't the time.

"It's just something I needed to do up here; don't worry, it's just something I already planned." she replied smoothly, giving him a fond smile as his stance relaxed.

"Okay, Gleam. Want me to get room service or something? Heat up that food you brought?"

He sounded so concerned. It was adorable. He really had no idea.

"Oh, it's fine, Sterling. Besides, I'm full right now." she said earnestly.

He blinked once, and immediately flushed bright red.

"Sure, Gleam, I mean, uh, whoa, if you really-"

She giggled. "Hush, it was a joke. But no, we can eat later." She paused, savoring the stallions blushing. "There's no need to be ashamed, sweetie, I offered. Go get yourself relaxed, I might be out for a bit."

He nodded once. "Okay. I mean, I didn't...what happened in that carriage, we both wanted that, right?"

Gleam blinked once, and gave him a look of amazement. "Are you questioning if I wanted to do that?"

He nodded. She sighed in disbelief.

"Sterling Sword, I didn't get this place so that we could hold hooves and giggle as we watched fireworks. I got this place so that we could fuck each other until neither of us can get out of the bed."

He was surprised by her profanity, understandably so. That was probably the first time she had said anything worse than a mild curse in his presence, but even then that made him look weary of her leaving.

"This is going to change everything, isn't it?" Sterling replied after a long pause. He didn't sound especially happy, or sad. Satisfied, if anything.

"I suppose, but I would think of it as solidifying our relationship." she paused, turning away from the door to make sure the light caught her at a flattering angle, not that it was really needed at this point. But, theatrics. "I mean, sweetie, you shouldn't be worried. I just gave you a blowjob, for goodness sakes. If you think I am walking out of here to think things over, you shouldn't. Get some rest, eat some lunch. I will be back before dark."

He looked at her, mouth open as if he was going to respond with a hasty 'I know', but he closed it. It amused her to think that, after nearly a year, he acted like this was there first time really meeting each other.

"Okay, Gleam." he said, turning away from her just enough for her to tell that he was heading to the bath, "Don't get too tired walking, though. Now that you said that thing about us not being out of bed, I have ideas."

She giggled. How could he not, considering what he said? "Oh, I should be the one telling you that, Sword. Speaking of swords, you should keep your's sheathed until I come back."

That was not the first time by far that she had made that old joke, but his reaction was the same. "No problem there, Gleam."

She knew he wanted to say something besides that, but he said nothing else and started on his way to move all there things in the bedroom. Smiling softly, she took her way out the door, eventually letting her false smile of pure affection turn into a smirk.

The building she found herself in after a hour or so of travel was in one of the seediest lower districts in Canterlot, both literally and metaphorically a way's away from the sun princess's watchful eyes. She could understand, really. It made her stomach twist in knots just to walk down the streets.

She tried not to look at what was going on around her too much, really. She came here for one reason, and when that was fulfilled, she would leave with what she needed. No more, no less.

She didn't like wandering the streets, with her only companion being a fat purse in a bag by her side. Ponies noticed her, alone, and with money. She started to trot a little faster when she noticed that she was starting to get looks.

After a few minutes, she found the place she was looking for. A neon sign above her declared that the unusually clean looking building before her was of the sort of business she was looking for, and after a few moments to make sure no ponies were paying much attention to her, she pushed open the door and took her time to not look like she was in a hurry.

Even inside, it did it's best to try and look like it was a classy place, with it's tasteful floor paneling and the soft music playing from some unseen speaker, bur the fact that there was a young purple mare in a lacy saddle working the front desk pretty much ruined the illusion that this place was anything but what it was. The lights were slightly dim and there were no other ponies in the lobby, so when Gleam entered she had the desk worker's immediate attention.

"Ah, hello. Auditions are in two days, actually, but if you want to get a head start, you can fill out one of these surveys. That helps."

Emerald Gleam smiled softly at the purple-colored mare behind the counter, who was giving her a friendly, if reserved, look. She was clearly trying to be helpful, if not kindly.

"I am not here to audition, actually. I am here to gain the usage of one of your escorts." Gleam said, trying to sound as even as possible.

Several emotions passed by on the mares face ,starting at mild confusion and going all the way to utter horror in just a few seconds.

"Excuse me, oh, goodness, please apologize my rudeness, I should have asked, oh, oh shit, I am so-"

"Think nothing of it." Gleam said, cutting off the increasingly panicking mare with a wave of a hoof. "But I would think that, if I could see the list of the ponies that I could bring home within the hour, I would not have a need to speak with another pony about this."

The desk mare was still spooked, but nodded quickly and started to fiddle with a few files placed next to her.

"Here's the ones who can be contacted at any time." she said as she pulled out a thin grey binder, "And I really am sorry. You do look good, though, not from around here, anyway."

Gleam said nothing back to her, flipping her way though the folder. It's contents were simple; tasteful and not-so-tasteful choice pictures of mares and a few stallions with prices and names on each page. Normally, Gleam would have taken her time looking through what was essentially the local brothel catalog, but she was looking for a very specific type of pony, and she wasn't seeing what she was looking for.

"Is there any other ponies working here besides the ones in here?" Gleam questioned, closing the folder and placing it back on the desk, frowning.

"Well, yes, but they work commissions. I mean, it's Heart's and Hooves Day. Also, you can call me Dreamwinkle."

Gleam repressed the urge to snort at the silly name the mare in front of her had, if barely.

"Dreamwinkle, let me be frank here." Emerald Gleam said flatly, her patience mostly spent. "I need a pony with a specific body type before I leave here, and if you do not have one that fits what I require, I will go to to one of the other ventures down this street and find one."

The mare behind the desk looked at the folder for a few moments before looking at Emerald Gleam, frowning. "What are you looking for in a escort, miss..."

"Swan Song." she lied, thinking over the sort of mare she needed. "Do you have any, oh, how to say this, plump mares on your staff? Preferably shorter in stature, broad of hips and wide of withers?"

Dreamwinkle blinked once, and put a hoof on her chin. "Huh. What hours would she be working?"

"Three days straight, starting from the moment she leaves the building." Gleam smoothly replied. "I can pay any amount you would require."

Dreamwinkle looked at the staircase to the right, and then to the one at the left, looking concerned. "Do you have any prior experiences with our services? It would be hard to get a specific pony ready on a holiday like this one, but if you do, I-"

Gleam tapped a hoof on the desk, and slid a small stack of bits across it until it was under Dreamwinkle's chin.

"I think this would be good motivation." she said smoothly, giving the purple mare a small, toothy grin.

Dreamwinkle moved the pile to the side, giving Emerald Gleam a surprised, if reserved, look. "Are you a noblepony?"

Emerald Gleam rolled her eyes. "Get me what I require."

The desk mare shifted in her seat, looking vaguely uncomfortable. "Well, I know we have on mare like that on staff, Buttercream, but she's pricey. She's not on the regular lists we give out."

Emerald Gleam smiled broadly. "Is that so? Why is that?"

"She's, well, new." Dreamwinkle mumbled.

"How old is she?" Emerald Gleam said diplomatically. She didn't say anything when the other mare lowered her head, and merely smiled.

"She will be twenty-one in a year from now." Dreamwinkle said, sounding guilty. "She's here, but I can't actually be the one who puts you down with her. She's not in the books."

Emerald Gleam tapped a hoof on the counter. "The younger the better, I would say." She paused, looking behind her for a moment. "Mind if she comes down now? I need so see her."

Gleam did not say anything when she saw the slightly disgusted look on Dreamwinkle's face, but she did let herself smirk. "Does this distress you?"

Dreamwinkle sighed, brushing back a stray yellow strand of hair that was in her face. "I don't wish to be rude, but sometimes, this business gets to me. I have a sister her age, and she wants to be famous. And then I see noble ponies come down here and ask for mares and stallions to have sex with."

"I can afford to be picky, these businesses exist for a reason, yes?" Gleam said, lowering her voice to make sure that, even if there was another pony in the room, they couldn't hear what she was saying to Dreamwinkle. "We all have needs and desires, and some have the ability to pay money to make all of them come true."

"So your desire is to have a soft, small mare who should be in school to play with in some lavish suite on a day where most are cuddling with their lovers?" Dreamwinkle said bitterly, not seeming to care that she was talking to a client.

"No, that's my boyfriend's, actually. I am eager to please."

Dreamwinkle's mouth opened and closed many times like a fish, seemingly not sure how to respond.

"She should be down soon, miss Swan Song." she said after a long while, voice devoid of emotion. "It will be a hundred bits as a payment, followed by forty a hour."

Emerald Gleam unlatched the bag on her side and, with deft ease, placed it on the counter. The sound of gold bits shifting on one another was loud in the otherwise quiet room.

"This should be enough, as payment."

The desk mare said nothing, glaring at the bag. "Fair enough."

"Indeed." Emerald Gleam said, smiling.

Her smile grew even broader when she heard a set of hooves start to make their way down the right staircase.

"Oh, hey, Dream, who's the mare?" a soft, sweet voice said, it's speaker sounding amused.

"Buttercream, this is Swan Song. She's going to have you for three days." Dreamwinkle said sourly.

By the time the annoyed desk worker was finished, Buttercream was making her way over to Gleam, smiling. Gleam herself carefully looked at the mare who she had all but hired, and smiled when she saw that she was perfect for what she had planned; she was little more than a head shorter than herself, pale yellow with white hair. She had a soft, well rounded look to her, and struck Gleam as well-fed, for a lack of a better word. Round of face, small-set shoulders, plump belly with flaring hips, indeed, she was exactly what she was looking for.

"Hello, miss Buttercream. I assure you, your time will be well spent." Emerald Gleam said without hesitation, making sure the younger mare heard it from her own mouth.

To Gleams amusement, the young mare became flustered, blushing slightly. "Oh, well, you are the one paying for it. Three days, you said? Whoa, I mean, thank you very much."

Gleam couldn't help but smile at Buttercream's shyness, considering her job description.

"The next three days will be very kind to you, sweetie."

Gleam paused, unsure if the smaller mare was going to say anything, only to realize that she was far too busy being adorable.

"You have nothing to fear, Buttercream. The next few days will involve as many good things happening to you as it will for me. There will be a stallion you will be servicing as well, but you can meet him when that comes along."

She nodded. "I suppose I will have to, I mean, three days. Huh."

"You will have time to rest, I assure you." Gleam said coyly, causing Buttercream to giggle.

"I hope can, well, satisfy what you want done. Should I bring anything, like, clothing wise?"

"No, you will do just fine. And if you don't have any issues, we can leave now."

Buttercream smiled. "Well, I don't, actually, and I have a free schedule."

"I know. So, are you prepared to leave?" Gleam repeated.

Dreamwinkle, who had been leaning away from the conversation for quite some time, almost managed to speak out, but not before Buttercream and said "Yes."

And so, in a green flash, 'Swan Song' and Buttercream were gone, leaving a dazed and mortified Dreamwinkle and a small fortune of bits as the only witnesses to what happened.

Buttercream almost said something when the duo arrived to the suite, only to stop when she turned to see the room in it's glory.

"Whoa, are you really rich?"

Emerald Gleam was amused, and brought a hoof to her mouth the stifle a giggle. "Oh, just a little. We are in the Trodderdale, actually."

The cogs of Buttercream's mind turned, and when she gasped in realization, Gleam could not help but smile.

"You really are rich, ooh, I'v never had a assignment with a noblepony before, miss Swan Song. But I'v never seen you around before, are you from Canterlot?"

Emerald Gleam blinked in surprise, taken a little off guard.

"No, actually. You do seem rather calm, truly. Have you teleported before?" she asked, genuinely curious. The pony in front of her seemed to be a bit of an airhead.

"Well, no, but I had a boyfriend who used to go to Celestia's School For Gifted Unicorns. He sometimes did it." she said before looking a little worried. "So, do you, erm, want to start now, or..."

"Alas, while I wish to, I am a little hungry." Gleam said, sounding a little mournful, "But I would think that you should have some context for this job, as it might be different than what you would expect."

Buttercream exhaled, sounding grateful. "Yeah, this is good, but it's sudden. I mean, thank you, I haven't had many jobs, so this is nice."

"Hmm?" Gleam said, making her way over to a couch off to the side before laying down on it, stretching her legs after doing so. "Do you mean clients, or normal jobs?"

Buttercream stood there, blushing lightly. "Well, both. This is actually my first er, job. I have had six, erm, clients before this one."

Gleam smiled at the young mare's stuttering, if only because it was a little funny. "Please, no need to keep standing. Sit next to me."

It took a few moments for the young mare to work up the will to move over to the couch, sitting herself next to Emerald Gleam, albeit in a way where she wasn't touching her.

"Closer, dear." Gleam said firmly. "I don't bite."

Buttercream did so, scooting slightly to the right so that half of her body was against half of Emerald's own. "Your my first client who has been a mare." she said softly, perhaps even a little fearfully, "I thought I would be, er, servicing the stallion."

Emerald Gleam smiled softly, and slowly put a slim hoof around the yellow mare's shoulders, making her lean in her direction. She moved herself closer then, to the point where her own head was nearly resting on top of the shorter mare's.

"You will, in time. I assure you, your time will be well spent for everyone involved. He is sleeping now, I would imagine."

"Really?" Buttercream said, trying to not sound afraid at the taller mare's actions, attempting to sound as relaxed and casual as possible. "It's noon."

"We've been busy." Gleam replied quickly before lowering her head slightly, enough so that she was looking at Buttercream at eye level. Two sets of green eyes, one a grassy green and the other a dark lime, met each other.

Buttercream gulped audibly when Emerald Gleam brought her other hoof around her shoulder, pulling her in to her chest.

"Now, I must say, you have only been with stallions, yes? A true pity that some mares cannot appreciate you."

At that, the yellow mare shuddered. "Please don't make fun of me."

Gleam's good cheer was ruined in seconds. "What?"

"Please, don't. Stallions just like me because of my ass. Don't say that you like me."

Emerald Gleam paused, looking at the mare she was holding with surprise. "I insist, you are. Why, look at me. I'm positively bony."

"You are really pretty, I'm just fat." Buttercream said, well, sniffled really. "You have curves, miss Swan Song."

Emerald simply smiled, and sat up on her hindquarters, rearing up slightly so that she could get a better hold of the smaller mare. "You are not fat, sweetie. You simply have a bountiful figure. Very attractive to many stallions, and quite a few mares. Would you mind scooting in closer?"

Buttercream, reluctantly, did so. At this point, she was snugly under Emerald's neck, and was face-first in her chest. She squirmed slightly in Emerald Gleam's grasp, uncomfortable in the taller mare's hold.

"Now," Gleam said softly in the ear of the mare almost directly under her. "I suppose you have little experience with mares, hmm?"

She slid her hooves off the younger mare's shoulders, putting a little force into them as they made there way down the upright body under her and stopped only when she got to her hindquarters, where she simply placed them on her cutie mark and squeezed lightly.

"N-no." Buttercream said, simply surprised at the mare's boldness.

"I expected as much, really." Emerald mused, tilting her head so that she was looking down directly at the stouter mare. "I hope you do not mind me doing this."

"Oh no, it's fine, you are the customer." Buttercream replied quickly as she looked up, trying to ignore the velvety hooves stroking at her flanks.

"Good, but I will say that you will be joining me and my stallion soon, but not before we have some fun." Gleam said, breathing out heavily.

"Well, that's nice." Buttercream said meekly. "What is you relationship with this stallion, if you do not mind me asking?"

Emerald Gleam hummed, lowering her head slightly. "Well, we are dating, actually. Tonight will be the first time we will have sex. It's a good day for it, anyway, I would want it to be special. But there are some things I needed to do before I have sex with him, really."

Buttercream blinked with confusion. "Like what?"

"Weeeeell," Gleam said slowly, "I cannot risk getting pregnant, actually. A little selfish of me, perhaps, but I just can't. It's too early for me to risk that happening now."

"Oh." Buttercream said, clearly lost on what that actually meant.

"Exactly. So that's why you are here, so I can implant my eggs into a host mother so he can fertilize them."

"Oh." was all Buttercream said before seeing Emerald Gleam's eyes suddenly became dragonlike, and all she did after seeing them was to suddenly lose all feeling in her body and fall forward, slumping slightly on the couch.

In a burst of emerald fire, Princess Carapace dropped the disguise she had been wearing for too long, fluttered her ragged wings for a few moments, and moved the awake-but-paralyzed Buttercream on her back.

She took her time to stretch her limbs, as long and slim as they were before but now slightly stiffer and covered with small holes, and absentmindedly brushed Buttercream's white hair off her face so that the strands did not touch her eyes, which were filled with complete horror.

Giving the mare a toothy grin, she moved her own blue-green hair off the right side of her face so that it was completely clear of obstruction, so that the she could see the small mare before her, thick little legs spread out and body still,Buttercream's eyes constantly moving in there sockets in what could only be described as pure panic.

"That was easier than I thought it would be. Huh." Carapace said after a few moments, putting a hoof on the still mare's belly, tapping it lightly. Her hooves were harder and colder now, admittedly, but her face was mostly unchanged, which only made Buttercream even more frightened than before.

"Hey, look on the bright side of things," Carapace said as she climbed on top of the prone mare, who was silently screaming, "After this, you won't have to go back to that horrid job you have!"

Exposition Before Lunch

After a few minutes of preparation, Carapace had everything set up how she wanted it to be. A dozen or so large pillows were arranged into almost a nest-like formation in a corner of the room, with a prone pudgy pony splayed out on her back laying in the center of it. It was a surprisingly difficult task, moving Buttercream to the side of the room, Carapace mused, but the end result was that she was exactly where she wanted the little pony to be. Perhaps next time she shouldn't try and strain to fly while trying to keep a hold on something twice her weight.

"Well, that's settled now." she said to no one in particular as she made her was around the room once again, seeing and categorizing what she saw and needed to change. Truth be told, she was thinking about staying here for more than three days. The view was quite lovely, and, if the numbers swirling around in her head were correct, she wouldn't even have to pay any pony to stay around.

But she wasn't about to get overly optimistic. It was Hearts and Hooves Day; love was in the air.

She gave a quick glance to the bedroom door, where a slightly drugged Sterling Sword was snoozing half the day away, and then to the mare propped up on the pillow pile, laying still to the point where the only sign of life she showed was the slow breathing motions she made. Carapace was a little surprised at how she couldn't hear the typical noises of Canterlot, that of the wagons trailing on cobblestone and the sounds of ponies talking and laughing, but she considered that a plus to go along with the view. No ponies to enter her own little five-room domain and none to see her in her natural state.

She sighed happily, making her way over to the dead-to-the-world earth pony slowly, lingering around the windows, taking her time to appreciate the sights. Really, gold and white went well together, but so did black and green.

Laying next to the warm body on the pillows, taking her time to not cut or dig into any of them with her sharp hoof-holes, she pressed that thought farther back into her head. No need to think on such a long term plan when the first step of the first step was barely in motion.

As she slowly turned her head, he frowned when she noticed that Buttercream's face was still one of mild horror. She thought she would have relaxed by now, but no; her eyes were still rolling around in their sockets, locking onto her face every few seconds before trying to look elsewhere.

She sighed, putting her legs under her chest, giving the little mare a unamused look.

"Now, look at me."

Carapace smiled as the mare did as she was told. It wasn't like she had much of a choice, really.

She did frown when she saw the corner of mare's mouth twitch slightly, an irregularity in her otherwise placid expression. A expression of her displeasure at being in this state, Carapace considered.

"I understand if you are confused about what is going on. Please, calm down, and I will tell you."

She looked carefully at the little pony besides her, barely more than a filly. She was still fearful, but now there was now the slightest bit of interest in the mare's eyes.

Good.

"Now, understandably, you are scared and concerned about what is going to happen in a few moments. Blink twice if you think I am going to kill you right here and now."

Her question seemed to have startled the paralyzed mare, as her second blink came only shortly after the first one.

"Well, don't!" the changeling said, laughing lightly, "In fact, it's my greatest concern now for you to be as happy as possible! After all, you are going to be serving as my hives first host mother."

She must had said something wrong, Carapace realized, as the little mare's eyes went wide. She noticed tears starting to form.

That couldn't do at all.

"Do not be upset, Buttercream!" she said, pausing slightly to remember the mare's name. "This is a good thing for the both of us!"

Carapace continued on, even as she unfolded her front legs and started to stand up.

To her delight, there were no tears forming in mare's eyes, only mild confusion.

"Imagine, young one; you are young, yes? How old are you, now? Twenty? Perhaps a little younger?"

The changeling took her time to look over the mare, a small grin growing on her face.

"I enjoy contexts, don't you? I mean of course you do, especially because of your job, I would imagine, but especially now."

The changeling waited a few moments, patiently looking at the pony she was half-leaning over, but after a few moments later, realizing she wasn't going to get a response, rolled her eyes and continued.

Silly of her to think she would talk back.

"Now, I am not one of the changelings who attacked this city little more than a year ago, for your own information. I come from another hive, one more easterly then the one that attacked here."

She smiled slightly at the mare next to her, taking careful note at how her breathing slowed.

" It lies in a rather dark land, and as such it was a small one, but my mother bore more then a few heirs to her throne. It is a pastime of hers to create a few young royal nymphs for her to watch and try to overthrow her, you see. But," she continued wistfully, "I guess you don't really care about that, do you? You just want to know what's going to happen to you for in the next hour or so."

Carapace fluttered her wings once, a nervous gesture. "I was the youngest to hatch, which is a bad thing when one's first molting period might be weeks after one is born. I simply couldn't compete with my sisters, so I stayed away from them as they played. I took to books, you see. 'Bookworm', they called me." she paused, smiling fondly at the small mare, like they were confiding with each other. "The hive was a old and regal one, but ill kept. I would think only my mother and I knew that there was even a library, but she never bothered me of it."

Carapace coughed, and, almost cautiously, placed a free hoof on the smaller mare's right thigh.

"Now, there came a time when my siblings grew strange. The looked at each other differently, like how our mother did; they saw each other as competition. None of them looked at me that way, however. I seemed to have missed a memo, they just looked at me like I was a drone. My sister's were gone, in essence; they never laughed with each other then, only when one failed some duty or managed to displease mother. And then there came the time when they looked at mother as they looked like each other. Then, one morning, one of my sisters issued a public challenge to my mother, and died. My other siblings fled the hive, as did I. Most of them took off with a immature male or two, but I took my old books."

She looked fondly at the mare, keeping a careful watch over the movements of her eyes. She didn't see any actual hostility anymore, just a sort of acceptance. She rubbed the hoof on Buttercream's thigh, hoping to elect some sort of physical response.

"Now, what I discovered in my studies was quite revolutionary to how I thought about my status. You see," she said slowly, her voice taking on the air of a scholars, "Changeling Queens are inherently hostile to other Queens. Now, I am a Princess, which is quite different, in that several magical and biological changes occur during the transition from a fertile virginal changeling to a fertile breeding one. "

She took some time to stretch her limbs, letting herself enjoy the feeling of the softness of the cushions on her chitin. "These include increased aggression, a settling instinct, a increase in internal egg production, a more pronounced heat period..." she trailed off, giving a soft smirk to the mare as she slid her hoof closer to her crotch, "It is a process that turns the most intelligent of my kind into angry territorial sex addicts. It turns them into idiots. Can you believe my relief when I realized that I very nearly lost my free will?"

She smiled broadly at the mare, but stopped looking so cheerful when she remembered that she was talking to a captive audience.

"Now," she said,"you must be wondering about where you come in."

Carapace paused, wondering if she should go ahead and mount the mare then. Considering she was prone, Buttercream wouldn't object. Well, couldn't, but the two words basically meant the same thing, right?

"Well, as I said before, I cannot risk getting impregnated. The risk of me falling into a intellectual slump is too great, you understand. But, I still have my needs." she said, a whiny quality in her voice becoming apparent. "I want a hive, and my body does not seem to like the fact I am well past the time when I should be lording over one of my own. But if I even go through the motions of fertilization when I have eggs in me, that hateful maturation process starts. As such, you will serve as the host mother for them."

Buttercream was now staring at the ceiling, for whatever reason. Perhaps she was thinking things over?

Nodding in general approval, Carapace stood up halfway and placed herself directly in front of the mare, laying her head directly on her belly and moving her hooves onto her shoulders.

She smirked when she saw Buttercream's eyes widen, but not entirely with fear. The slight wetness she was feeling on her lower belly was could hardly have been made from fear, after all.

"You must be worried." she said, before biting her lip. "I have said that already, haven't I? But, really, is what happening right now any different then what you would be doing normally? You are a nice young mare, doomed to a life of spreading your legs for a few years, then to spend the rest of it caring for your bastards or living alone and dejected."

She paused, going over how she was going to go on with what needed to be done as she looked over the upper half of Buttercream's body. Should she use her shoulders or her sides for support? The pillows, perhaps? But she would be standing on them, and that would mean she would have to arch her back...

Decisions, decisions!

"And so," she continued, taking her time as she adjusted her legs to help make her position on top on the smaller mare less uncomfortable, "I would think that I am helping you. After all, as the main broodmother of my hive, you will never be unsafe again! I mean, really now," Carapace's head leaned forward slightly when she paused, and lowered her voice as she looked directly over the mare's face, "You will be served by a harem of strong stallions and served the finest delicacies this city could offer! Never will you have to lift a hoof again for the rest of your life!"

She smiled when she saw the far-off look in Buttercream's eyes. Surely she was imagining what her life would be like!

"I really just want to make this your decision." she said sympathetically, "I mean, it's going to happen, but it's all about you...well, it's not really a manner of consent, it's just that it's better that you appreciate what I am doing for you."

Giving a few moments pause, she raised herself off the mare and looked at the part of Buttercream's body that her thoughts were turning to.

"So, this is what I am working with." she said, looking at the mare's small snatch. She felt a little wave of nausea when she realized that she was resting on the two large teats almost right above it just a few seconds ago, but did her best to suppress the thought of the two baggy objects touching her by thinking about what needed to be done.

"Well, this shouldn't take to long." she said, trying to sound somewhat enthused by the slightly wet hole she was looking at. "But really, if you think about it, I am doing you a favor, doing this."

She felt a stirring in her lower body, and decided to cut to the chase, standing halfway on top of the mare, legs spaced out enough so that they were touching the space above Buttercream's shoulders.

She took pause, realizing the mare was looking at the thing between her legs, and so she decided to indulge herself in teaching the young mare. Smiling broadly, she raised herself a little more so she could get a better look at the now-ridged slim black object that dominated her lower parts.

"Ah, yes. This is a ovipositor," Carapace said, flexing the long curved shaft that stuck out between her legs obscenely. "Normally, I would be using this to simply lay eggs after I fertilize them; yes, I do have what you would call 'normal' parts, but I don't think you would have any interest in them." she continued cheerfully.

"However, I found a, how does that princess of yours say it, ah, dusty old book on changeling magic. I learned much of what I know from that book, actually, but the thing most pressing to you is that a Queen, or any egg-laying changeling, for that matter, can actually use there ovipositor as a false phallus of sorts to implant their eggs into other creatures."

Carapace looked up the tile ceiling, enjoying the anticipation of finally getting the odd, settled weight in her chest resolved. "I mean, in general, that's the only thing you need to know right now. I mean, I would feel bad if you didn't know what was going to happen to you. I could talk all day," she gave a quick look to the noonday sun outside, "but I think it might be better to get this over with, don't you?"

Sighing as she lined up herself up properly, she gave no warning when she violently thrusted into Buttercream's slick hole, the entire limb-like length of the shaft somehow making it halfway into the mare without prior effort.

Carapace, at first enjoying the odd experience of having the rather sensitive organ completely surrounded by warm, tight flesh, realized that the deep breathy noises were not coming from her, but rather the mare she was penetrating. Staring at the ceiling, Carapace took her far-off look as approval and started to rear back slightly, trying to do her best to enjoy the situation at hand. Really, she thought it would be more sensitive to this sort of thing, but apparently it was just like any oth-

"Ouh." she grunted slightly, feeling something shift in her belly, now painfully aware that there was at least a dozen or so eggs now moving down to her lower abdomen and were doing so rather quickly. Unconsciously, she started to press deeper into the mare, finding greater resistance then she did beforehand. While the false member was slim, she was still going in dry.

Hoping to change that, somewhat, she took her time pressing into the mare, gripping on her sides to have better leverage for the whole process. Eventually, after some pained resistance from the mare's walls, she felt something that could only be her womb.

The changeling took her time in adjusting herself, taking deep breaths every so often. She expected something akin to actual eroticism, but this was starting to be akin to a chore. Mount. Insert. Finish. Dismount.

However, she let out a shuddering breath as she felt the first egg come in alignment with the ovipositor slot proper, letting out a small coo when it actually started to slide down it. She could feel the shaft practically swell up, the egg and the nutritional fluid that surrounded it making a sphere-like bulge that caused every nerve she could think the shaft contained to tingle and spread outward, and this only made the sensation of her sensitive flesh touching Buttercream's inner walls more enjoyable.

Carapace, legs a tremble, was so engrossed by the movement of the first egg that she could only let out a surprised gasp when she felt another come down the shaft, and let out a involuntary groan when she realized the first egg had reached the end of it's journey and hit what had to be the most sensitive part of her body then. Nerves aflame and mind slightly foggy with hormones, she forced herself to not scream as the egg took it's sweet time exiting her body, causing a wave of pure mind-melting pleasure to start in her loins and work its way up to her head.

Akin to a dam bursting, the first egg's leave seemed to have triggered something in the ovipositor itself, and soon the eggs started to come down it in pairs or in threes, causing Carapace to use every bit of her willpower not to simply start mewling helplessly. When the second egg left her it simply builded on the sensations caused by the first one, and her wings fluttered as she tried not to scream from the next wave of fleshy orbs entering her, which were practically massaging her shaft as they made there way down.

Twenty-eight, Carapace thought, even when her eyes were rolled up in the back of her head. Twenty-eight precious eggs, now in a safe spot. This was it; this was the start of everything, and she felt like she was queen of the world!

After taking a few moments to let her now-flaccid false member to retract back into it's slot, she smiled slightly when she realized the squeamishly full feeling was gone and replaced with a comfortable emptiness, something that promised that something new could come along and take root there.

Leaning off her mounted position and trying no to wince at the gush of nutritional fluid that started to leak from the mare's hole, she stood up and flexed herself, trying to keep herself spry. That took more out of her then she expected, and while she did feel quite relived, there was the issue of Sterling...

She gave a sly glance to Buttercream, or actually Buttercream's now swollen belly. Before, she looked like she enjoyed icecream and long walks to pizza parlors. Now, Carapace realized, with more than two dozen of her eggs packed into her middle, she looked like she might need assistance getting up.

Carapace thought the issue over, taking note that the smaller mare didn't seem to have any issues breathing, which was a good thing if any. Giving note to the little puddle of green starting to slip out of her slit, Carapace frowned, realizing that she didn't take into account the issues of 'mobility' or 'appearance'. Sighing, she took to the air for a few moments, hovering a inch or two over Buttercream. She smiled slightly when she noticed the tears pooling around her eyes; tears of joy, no doubt. Joy and anticipation.

"Look into my eyes, I am going to relax the spell on you, dear." she said fondly, smile growing as she saw the small mare make the tiniest bit of nods.

As her horn fired up, she felt a little guilty, lying as she did.

Buttercream's big blue eye's flashed green for just a few moments, and when they returned to their natural color her face slackened and expression relaxed.

Fluttering away from the baby-bloated mare, Carapace hummed a little tune as she made her way over to her own bags.

"Stand up." she said directly to the mare across the room, moving the platefuls of food she had already prepared onto a table near the minibar and trying to get some of the equipment she had brought along with her out and set up. A few bottles here, a couple of cans there...

Turning to Buttercream after a few moments of work, she let herself take in her handywork. The small mare's belly hung lowly to the ground, past her knees and closer to her hooves then her shoulders or thighs. She had a small smile on her face as well, but Carapace knew that was mostly from the spell she casted on her. It wasn't really a mind control spell, really; Buttercream's was still in charge of her own body. It was simply that, now, what Carapace wanted was what Buttercream desired beyond anything else.

"Miss Swan Song, do you need anything done?" Buttercream, well, the mental construct that was basically Buttercream with a few things altered for her new master's enjoyment, said cheerfully, doing her best to move at a steady pace without wobbling too much.

"If you are hungry, please eat as much as you like." the changeling said with good cheer as she patted the counter. "And call me Princess Carapace from now on."

"Okay, Miss Princess Carapace." the blubbery mare replied, sounding slightly dazed. Carapace smiled when she saw her lay back down on the pillow pile on all fours, looking at her blankly.

"Actually, just eat." the changeling said after a few moments of thought. "Eat two plates of food and then rest. When I come out later, you will meet the stallion you will be serving."

"Yes Miss Princess Carapace." Buttercream said happily, seemingly struggling to put her legs in a resting position that didn't involve pressing on her newfound bulk.

Watching the sight with mild fondness, Carapace transformed into the form of Emerald Gleam, chuckling lightly when she noticed that she was still almost halfway full with excess love.

Lifting her hoof so she could slip on a lacy pale purple and orange thigh-high on her left forlimb, she made sure that every bit of her checked out as purely pony and took her time slipping on a matching one on her right leg.

Making her way to the door to the main bedroom, she paused, thinking about her plan.

Still no flaws. Nothing has gone wrong. Then again, it was a pretty nice plan.

As she opened the door to the dark room, spotting the sleeping form of Sterling Sword, she let herself break out in a very un-Emerald Gleam-like smirk.

This day was going to be perfect.

Afternoon's Delight

Cloud Chaser was having a good Heart and Hooves Day, as she has spent about five hours of it on a date with a nice hunky stallion.

Spending what felt like another hour or so being roughly fucked by said stallion on a high cloud over Canterlot was pretty nice, too.

She knew that Thunderlane was a bit of a daring guy, but she didn't actually expect him to agree with her idea of doing the deed in a place where anyone could see them. But she liked him a little more for it. He was a keeper.

He knew what he was doing with that stick of meat between his thighs, if anything.

He also agreed to talk dirty to her, but Cloud Chaser was under the impression that he thought that 'talking dirty' meant being rude.

"Damn, you're loose." he half-breathed when he readjusted himself behind her, pausing so he could speak clearer to her. "I knew you went down south a few weeks ago, but did you have to fuck all the buffalo?"

Cloud Chaser spat out the chunk of cloud she was biting on and craned her head over to look at the dark coated stallion, who, for his part, looked remarkably apologetic. Her face was red, both because she was that close to squealing when he entered her and because of his little remark. Really, two buffalo wasn't too many, right?

"Oh, no, just two big guys. Twins, actually. Landmass and Earthrazer. I could tell you about them right now, if you want, 'cause I'v been having to think about them this whole time so I wouldn't get bored."

Thunderlane was speechless for a few moments, eyes wide and mouth open like a flytrap. Cloud Chaser wiggled her rump a bit, and she grinned when she felt Thunderlane squeeze both cheeks.

"Well, that explains why I'm having trouble feeling anything back here. Did the Wonderbolt's fly through back here in formation earlier?"

Cloud Kicker's face went a shade redder, this time out of mild embarrassment.

"Like you've had better." she replied lamely.

Thunderlane rolled his shoulders, like he had gotten any since after high school until now, and gave her a little questioning look.

"Really, huh? Make's me wonder if I should've asked out you're little sis."

Cloud Chaser's eyes went wide with shock, and she rolled her eyes, trying to brush the comment off. He wanted to talk dirty, huh?

"You want a tighter plot? Go ask you're little bro, pretty sure he isn't getting any."

Cloud Chaser's head was turned away from Thunderlane's, but she heard him sputter in shock. For a moment, she had the slightest inkling of fear that she went too far with that one, but she felt him dismount off her back after a few moments. When he spoke again, he sounded a little weak.

"Can we stop this, please? It's a little too much for me."

She felt a bit of regret at hearing just how utterly pitiful he sounded, the big pegasus on campus who had the personality of a puppy, and looked up from the cloud and nodded.

"Sorry 'bout that." she mumbled, looking straight at him. Not like there wasn't anything else to look at; it was miles and miles of clouds from here, and the closest fliers to them would probably be in Cloudsdale. "Really, though, you did great. Next time we do this, I'm up for whatever weird thing you want to do."

An uneasy grin spread over his face, and she knew that she wasn't getting away from what happened. She flapped her wings a bit when she reared up to stretch her back, hoping to get a sort of reaction from him. To her mild dismay, he wasn't as distracted by her legs as she thought he would have been.

"That bit, about the buffalo, was it true?"

She grimaced. "It was."

He knew that she wasn't exactly a virginal wallflower, but, now that she thought about it, he was probably one of those guys who liked to think of the mares they spent the night with as untouched territory.

"Oh." he said lightly, and nodded. "Uh, you're not, um, loo-"

She brought a hoof up to his mouth, and she just smiled a thin little smile. "Don't worry about it. What's done is done."

They both stood there on the slightly damp cloud, both reeking of sweat and sex. Thunderlane looked like he just went through a wind tunnel and Cloud Kicker realized that her tail probably looked like somepony had chewed on it at some point, and that pony would be right. Her mane probably wasn't in the best of shape, but then again, it looked better messy anyway.

"So, want to try the back door?" she said suddenly, hoping to change the mood. While he looked shocked, she saw a bit of interest in his eyes.

Suddenly, he looked panicked. "Get down." he hissed.

Her eyebrows shot up, and she smirked a little. "Is that a yes?"

"No, yes, there's a pony a few minute's flight away from us!"

Cloud Chaser's eye's widened slightly as she ducked down with Thunderlane into the soft cloud, hoping that the slight moisture she was feeling on her stomach didn't come out of either of them.

It took her a few moments to find the pony he was talking about, but when she spotted her, she let out a little gasp.

At first, she simply surprised she didn't notice her before, because even with the sun slowly dimming, the mare's shiny black coat stood out in the white cloud cover heavily. Then, after blinking a few times, she noticed that the mare had a very visible horn and a very visible set of wings, and her brain proceeded to flip out.

"Oh shit, is that Princess Luna!" she hissed to the stallion, who's face, while mostly hidden by the cloud at this point, showed the same sort of worried surprise as she felt.

"Uh, no! Luna doesn't have orange and purple hair, right?"

Cloud Chaser blinked, and looked at the mare with more focus. Indeed, her mane was a dark-ish orange, with thin stripes of what was some dark shade of purple scattered around in it. She was just sitting on a cloud, looking a little uncomfortable while doing so. Cloud Chaser wondered why such a decent looking pegasus would even be having issues even keeping themselves on a big cloud like the one she had gathered under her until she spotted her wings.

"She's a unicorn, probably." Cloud Chaser said quietly to Thunderlane, who was looking at her, surprised. "See her wings? They're not real. It's a spell unicorns can do. Saw a mare cast it in Cloudsdale."

"Oh." Thunderlane said, looking intently at the mare. "So, what's she doing all the way up here?"

Cloud Chaser didn't have time to reply, because her voice was caught in the back of her throat when she noticed that the mare had flown off her cloud and was heading towards their own.

Fighting the flight-or-fight instinct, she just bit her lip and tried to hide her head in the fluff, knowing that if she could see the mare, the mare could see her.

She had to bite her lip when she heard the slow sound of wing-flaps slowly increasing in volume, and she had to repress shrieking when she felt four hooves make slight dents in the cloudstuff a few feet away from her.

"Hello? Is anypony here?"

The mare's had a strange wispy sort of accent and sounded slightly pleading, and for the second time that day, Cloud Kicker felt another twinge of pity for another pony.

She felt the cloud shift slightly, and realized that Thunderlane had left his hiding place.

Feeling like the jig was up, Cloud Chaser did the same.

Seeing the mare up close, she realized that the mare was pretty. Leggy, but with a nice face and a tight little rump. Her eyes were a dark greenish color, and the false insect-like wings she had were the same color as her eyes.

"Oh, I thought I saw ponies." the unicorn continued, apparently turning to look at Cloud Chaser and Thunderlane from the same angle, "My name is Emerald Gleam. I am actually glad to see another pony up here today. I'm trying to get a good feel for Canterlot weather."

Cloud Chaser glanced at the mare's cutie mark -an oddly slit eye on a green background- and deemed that it was an appropriate name. She spotted Thunderlane looking at the mare's cutie mark too, but she had her doubts on whether or not he was just looking at her cutie mark.

"Oh, are you not from Canterlot?" Cloud Chaser asked, trying to not sound like she was annoyed by the mare's presence, which she was.

The mare, Emerald Gleam apparently, let out a light giggly sort of laugh, like that was the funniest flipping thing she had heard all day."Trotslyvania, actually."

Thunderlane spoke up, apparently enraptured by the mare, either by her personality or her plot. "That's pretty far from Equestria."

Emerald Gleam gave the stallion, who, as Cloud Chaser realized, was just a hair taller then she was, a winning smile. "It is, but I must say, this city is quite worth it!"

Thunderlane let out a chuckle. "It is, I guess. Neither of us live here, we're from Ponyville."

Cloud Kicker scowled when she saw the puzzled look on the mare's face; she was probably some noblepony who wasn't aware that her hometown even existed.

But, before she could say something to that effect, she noticed something odd happen.

Thunderlane's face was slack, and Cloud Chaser thought she saw a bit of spittle on his face.

"Uh, Thunderlane?" she asked, before looking back at Emerald Gleam, hoping that she herself wasn't the only one to notice it.

Doing that was a mistake, as she immediately felt a wave of numbness assault her senses, like she was suddenly and quite acutely drunk.

When she heard Emerald Gleam speak again, Cloud Chaser thought she was going nuts, because she thought that her eyes were a brighter shade then they were before then she remembered and that her voice held a slight buzzing quality to them.

"Quite sorry about this, but this will be over quickly." the mare said apologetically to Cloud Chaser, as if Thunderlane wasn't right next to them, "this is always hardest the first time, but you won't notice it after a while."

Cloud Chaser tried to speak out, but acutely realized that maybe the mare's horn wasn't so crooked a few seconds ago and that her wings didn't look so real, and after a few moments knew she wanted to scream out "Changeling!", but she couldn't because the last thing she saw was the not-pony looking at her with something like eagerness before the world fell around her in a green-black haze.

Second Helpings

Cloud Chaser woke up reluctantly, as if she was coming out of a deep sleep. She felt like she was laying on her back, on top of something soft and fluffy.

So, she tried to get up on all fours, only to comprehend that her hooves felt like they were stuck in what felt suspiciously like jelly, and that they were firmly stuck where they were.

When she opened her eyes and looked around, she saw that she was on a rather plush bed in a darkly lit room. Her head was on a pillow and her hooves were covered in a light green slime, and-

Cloud Chaser's eyes widened when she remembered what she saw when she was last awake, and she began to scream and try to shake out of the green gunk on her hooves.

"Help me! Somepony help me! There's a changeling in here!" she wailed, struggling as she attempted to lean forward in attempt to break the bonds holding her front hooves above her head, which felt like they were as strong as any set of shackles.

Soon after she began her attempt to escape, get off the bed, or something, though, the door at the end of the room opened and the hideous creature that kidnapped her entered, unnatural hide black and shiny and horrible eyes big and green. Cloud Chaser paused instinctively, knowing that she was probably going to get hit or worse for trying to escape from her bonds.

But, the changeling surprised her, because it looked embarrassed.

"Oh, please, don't struggle." the changeling said as it moved towards the bed, it's voice sounding buzz-like and unnatural, "There's no point in trying."

Cloud Chaser couldn't help but stare at the changeling, because it almost looked embarrassed. It's face was more ponylike then the one's she saw flying around in Canterlot more than a year ago, and it was far taller too. It must be an adult, Cloud Chaser decided immediately, because she had heard that they started foal-sized and they got bigger the more love they sucked from ponies. But that didn't matter, because she was going to kick the thing in the face and get out of wherever she was as soon as she broke the bonds on her hooves.

"Oh yeah," she retorted cockily, making a show of trying to rip the slime binding her hooves off her, "why's that?"

Cloud Chaser immediately regretted saying that, because she saw the changeling raise a sharp hole-covered hoof, and Cloud Chaser futilely tried to shield her face with one of her wings, only to find that, to her despair, both of them were stuck quite firmly to the sides of her chest.

Cloud Chaser gritted her teeth neverless, and braced herself for a hit.

A hit that never came.

Cloud Chaser felt one of her locks of hair hesitantly pushed from her forehead and off to the side, out of her face.

"Oh, dear, are you okay?" the changeling, the creature that kidnapped her, asked, sounding damnably, impossibly concerned.

Cloud Chaser opened her eyes slowly, and stared dumbfoundedly at the aberration that was smoothing out her hair with a lean not-hoof. She wanted to tell the creature to get away from her, but as far as she could tell the only part of her body she had any hope at moving was her head, and currently there was a leg like a piece of metal with sharp chunks missing from it too close to her neck then she liked.

So, she decided to answer the creature with the deadly black hole-covered murderleg.

"No, I'm tied down in a bed in a place I don't know and you're the changeling who kidnapped me."

Cloud Chaser was a little proud at how impressively bitter she sounded.

The changeling, rightly so, flinched, and pulled it's leg away from her head. Cloud Chaser felt that her carefully-styled bangs were completely undone by the creature's ministrations, and, completely illogically, she felt annoyed about it.

"I suppose you have a point." the changeling said lightly, moving away from her slightly so it could lean down towards her without looking directly down at her, "You're name is Cloud Chaser, correct?"

When she heard her name, felt a wave of panic. "Who told you my name!"

The changeling blinked and moved slightly away from her, as if she was the one at fault here. "The stallion, Thunderlane."

Cloud Chaser's eyes widened considerably, and bit her lip, as to stop herself from crying out.

"Where is he and what have you done with him!"

The changeling blinked again. Cloud Chaser noticed that the creature's eyes skirted towards the door.

"If you promise to keep you're voice down, I would be happy to tell you anything you want." the changeling replied simply.

Cloud Chaser was still surprised by the changeling's politeness, but still didn't like where she was.

"Why should I?" she said, regretting doing so immediately afterwards.

"I magically soundproofed the walls, so nopony's going to actually hear you if you." the changeling replied, matter-of-factly, "And because you cannot be free from you're bonds without me allowing you to, I would suggest you listen to me."

The changeling paused for a few moments. "Also, you are really loud."

Cloud Chaser scowled at the changeling, before suddenly having one of her winning ideas. If changeling feed on love, this one might be hungry. So, really...

"Why did you kidnap me?" Cloud Chaser asked, tugging absent-mindedly on her left front hoof, "You guy's feed on love and stuff, right?"

The changeling giggled slightly. It was, Cloud Chaser had to admit, a cute sound, even with it's voice being a little odd.

"My kind feed on love, yes," it said, giving her a little smile, like it was pleased at her knowing something that probably all of ponykind knew by now, "but consider what day it is. I shan't need to feed on love again in a month. No, you are here for a more important reason then for a meal."

Cloud Chaser bit her upper lip, and tried to wiggled her forelegs pitifully. She was stuck, and she was at the mercy of the hole-ridden creature beside her.

"So, what's the point of kidnapping me, then?" she half-whimpered.

The changeling smiled brightly, and Cloud Chaser saw it's mouthful of pearly white fangs, she forced herself not to scream.

"Well, actually, you have a choice between two options." the changeling replied, sounding as mild as a maid. "But, I would like you to consider them quite carefully."

Cloud Chaser stared at the changeling, feeling a fleeting bit of annoyance. "Uh, sure? Look, just tell me what you want from me so I can get on with my life."

The changeling blinked. "You are taking this better then the stallion." she said slowly, giving her a weary, narrowed-eyed look that was quiet close to being apprehensive.

Realizing that she had no idea where Thunderlane was, Cloud Chaser felt a wave of nervousness pass through her.

"Is he okay?" she asked quietly, trying to do her best to not sound like she was truly and utterly panicking.

The changeling nodded it's head, to her relief. "He is resting, and I must admit you cannot see him right now. He's in a delicate position at the moment."

Cloud Chaser bit the inside of her mouth, to steady herself. She was in a bad position, but she could get through it. She's been in bad positions before, and even though being kidnapped by a changeling for some reason and ending up tied down on a bed and having no idea where she was was pretty bad, she'd made it through two out of those three before and gotten out alive.

But Thunderlane...she didn't know if he did.

"You didn't hurt him, did you?" she said forcefully.

"Oh, no. He's going to be better then ever in a day or so." the changeling said cheerfully, leaning in close enough to Cloud Chaser that she noticed that the creature's greenish-blue hair smelled faintly musty, "He made his choice before you did."

Cloud Chaser felt her blood freeze, just from hearing the words leaving the creature's lips. "What's the choice? What do I have to do to get out of here?"

The changeling smiled brightly and brought it's front not-hooves together, dragonlike eyes practically sparkling with repressed glee. "I am glad you asked!" it said, before putting it's hooves on the bed, making it seem taller from her perspective. "Well, a changeling hive has two sorts of changelings in it. Would you like to guess what that means?"

She forced herself to answer. "No."

The changeling frowned like a foal deprived of a favored toy, but continued anyway. "Well, it's quite simple. There are the drones, and there are, how shall I say, intelligent changelings. I can make drones, but I can't make intelligent ones."

She felt uncertain on how she was supposed to take that. "So, you're, uh-"

"Oh, pardon me." the changeling said, "My name is Carapace, and I am a Princess. I am here in Canterlot to establish a hive, hence why you are here, among others."

Cloud Chaser's eyes went wide, and suddenly became very aware that she had no idea where her life was going at this point.

"So, what was that choice again?" she asked, hoping that one of said choices allowed her to live.

Carapace, as that was the name of the freaky tall changeling, apparently, smiled again. "Well, there are only two ways to create a changeling intelligent enough to direct other members of the hive. The easiest way, of course, is to convert a pony into a changeling."

Cloud Chaser, when she comprehended what Carapace said, shook her head furiously.

"Nope."

She, while pretty sure that she wasn't in a nightmare anymore, didn't want to make her life worse then it currently was.

Carapace tilted her head and blinked, frowning. "The stallion said that, too. Is there something I am missing?"

Cloud Chaser rolled her eyes, and made a little wiggle motion with her shoulders, as she couldn't actually wave her hooves around dismissively.

"Why would a pony want to become a changeling?" she half-whined, annoyed at the changeling's casual and soft tone of voice.

Carapace shrugged. "Well, most ponies don't have magic and the ability to fly. Besides," she paused, and, to Cloud Chaser's horror prodded her left teat, "you are all really soft, like grubs. I don't get how you don't hurt yourselves when you walk around, really."

Refusing to squirm under pressure, Cloud Chaser forced herself to grin. "What's the second option?"

"The second option is for you to serve the hive as a pony." Carapace replied simply, taking her cold, hard hoof off Cloud Chaser's sensitive bits.

"So, uh, cleaning it and stuff? Take out the trash?" Cloud Chaser said, half-hoping that her guesses were true in some way.

Carapace smiled at her, like she had said something funny. "Oh, well, perhaps, when the hive gets bigger. But, as for now, the hive needs changelings, so you would be helping make more changelings. A intelligent changeling also arises from the pairing of a pony mare and a intelligent changeling."

When Cloud Chaser heard that, she felt herself get a little dizzy. She feebly struggled to flare her wings, but knew it was in vain. She didn't deserve this.

In her despair, though, Cloud Chaser suddenly came upon a idea. The changeling was weird and freaky, but it also though it could use her like some broodmare, or something messed up like that, so anything that could get her out of wherever she was was fair game.

"That wouldn't work with me, though." Cloud Chaser said quickly.

"Hmm? Why not?"

The changeling looked concerned at her, she thought, and she wasn't sure if it was sad for her or itself.

"Can't get pregnant, got my tubes tied." Cloud Chaser lied smoothly.

Carapace didn't outwardly react to Cloud Chaser's words, but her silence was enough. The changeling's mouth opened and closed a few times, as if she was going to say something, but eventually the changeling just looked down at Cloud Chaser, frowning.

"That's..." the changeling paused, as if regretting opening it's mouth, "That's fixable. You can be converted. I am sorry, but I cannot let you go, and..."

The changeling stopped talking once again, and gave Cloud Chaser's stomach an inquisitive look.

Suddenly, she saw the changeling's horn glow a sickly green, and Cloud Chaser suddenly felt numb and cold all the way to her bones and beyond and alone and scared and the only thing that she could see were two dragon eyes starting down at her like two emerald suns and she felt like everything she ever loved was being burned and stretched and warped -

-and when she forced herself to breath, everything felt cold, from the clammy sheets to the thick slime coating her hooves to the unnatural hoof stroking her head.

Carapace frowned lightly at Cloud Chaser, and the pegasus mare's attempts at shutting her eyes and moving her head to the side weren't working, and it took her a few moments that her body wasn't moving when she wanted to move. She felt numb and weak and her mind was moving so slow.

"You lied to me." the changeling said after some time of smoothing out the pegasus's forehead, which was moist with perspiration, "But, I think we could work on that, in time."

Cloud Chaser had a few words in mind for that, but when she opened her mouth, she found herself struggling to speak, and what was meant to me 'Get away from me you crazy bitch!' came out as "Yes, princess."

The changeling nodded, and continued to lightly stroke Cloud Chaser's mane back. "Now, your name is Cloud...Kicker? Comet Cloud? Something about a cloud?"

"Cloud Chaser." the pegasus said unwillingly, by reflexes that weren't her own. "My name is Cloud Chaser, your majesty."

The changeling smiled horribly at Cloud Chaser, looking earnestly happy. "Please get off the bed. Slowly move your hooves, do not move too quickly."

Cloud Chaser, to her surprise and mortification, felt her body move clumsily without her meaning to move, and as her hooves slid out of the slime with a sloppy wet motion she felt very, very stupid.

As she stood on the bed, wings half-unbound from the band of sticky goo covering her midsection and her hooves cold and wet from slime, legs shaking like a newborn, Carapace moved in front of the bed and gestured for her to move off it.

Cloud Chaser did so, no matter how much she didn't want too, and she wanted to cry when she saw just how happy the freakish moth-eaten thing standing next to her was.

Carapace, thankfully, didn't say anything more as she walked out of the room, but Cloud Chaser felt herself follow the changeling, as if she had no will of her own.

The room she entered was expensive looking, but it probably looked better when it wasn't blanketed with shadow and the windows were not covered. Cloud Chaser realized she didn't even have an idea what time it was, and she couldn't even see what was right in front of her, with the only things giving off light in the room being the changelings eyes.

"Lay down on your back, now." Carapace said suddenly.

"Yes, of course." Cloud Chaser slurred slightly, letting herself tip over softly and rolling on her back, as ordered. As she did so, the conscious, real Cloud Chaser wanted to cry, but her tear ducts weren't her own at this point.

"Spread you're legs, dear." Carapace said, moving her shiny hoof in wiggly patterns in the air, like an instructor.

Cloud Chaser did so immediately, even though she didn't want to do so more than she never wanted to do something in her entire life.

Carapace looked down at her sex for a few moments, like a pervert, before taking a few steps to the side. Cloud Chaser saw the changeling flutter eye eyes a few time, seemingly to the pitch darkness in front of her.

"Sterling, I got you a present!"

After the changeling finished speaking, Cloud Chaser heard something like a growl, and felt the softly muffled thumps of a set of hooves heading towards her. She managed to shut her eyes and pretend that everything was going to be fine.

When she felt the frosty, blunt touch of a chitinous hoof on her sex, she opened her eyes.

She wanted to scream, cry, or die, because she felt like she was truly and utterly dead inside already, but when the large changeling standing in front of her took it's hoof away from her, stepped over her, and simply started to mount her like an animal, belly-to-belly and without any feeling, all she did was move her hips around to give the creature a easier access to her snatch and tried to breath.

She did this because she was scared and she didn't have a choice and it felt like she would die if she didn't do what her body told her to do and she was so cold.

It was only a few minutes before the beast stiffened, and what was left of Cloud Chaser's mind raced and tried to do something, but her thoughts were so sluggish at this point she couldn't make the effort to try and protest.

When the creature came, though, something wracked through the pegasus body; a feeling almost unreal, but truly familiar. Even when the thing raised itself off of her, green sticky fluid still trailing from it's bulbus member, it took the dazed pegasus a few moments to realize what she just happened.

Oh, she thought, after quite some time, that's what warmth feels like.

Indigestion

Laying in bed with a lover during a holiday where love is exemplified should be a tender, sweet sensation, especially for a creature that literally thrived on love itself.

Carapace, however, wasn't feeling the love.

Well, literally, that wasn't true; there was enough ambient love energy in the air to keep her alive for a month, at the very least, not even putting into account the love she sucked from the pegasus mare that was now laying next to her similarly knocked-out partner. And she had had a fantastic day, all things considered. Her own goals have advanced to a point where she could actually take time and settle in within her little domain. Her eggs were safe, for one, and she had her two first ponies for her hives breeding stock.

Getting those two pegasi was easily the most nervewracking thing she had done in a while, by far. She actually had to get the stallion to carry the mare on his back because she actually miscalculated on how well she could hold two ponies under her mental thrall at once! Her head hurt like a bitch afterward, too; even with the amount of excess love floating around she couldn't overextend herself like she did with those two.

And then, after two hours of getting a frantic well-built stallion to stop struggling against his restraints and then having to put him under with a more permanent enthralling spell, she just decided to do the same with the pegasus mare. As much as she didn't want to think about it, she was still a little confused about the responses she had gotten from the two ponies about changelings. She wasn't a fool to think that either of them would have good feelings about her kind, especially because of the fiasco with Chrysalis's hive. It was disquieting, though. She would have thought that she would find at least one pony who would want to undergo the process willingly. She would have thought it would have had a sort of appeal to some, or at least a few downtrodden individuals. Sort of like how some ponies idolized things that didn't exist, like vamponies. A shame no pony author has yet to write a romance novilla featuring a changeling yet.

Then again, she had all the time in the world to explain why their lives would improve when she was controlling them, after she had spent more time with them. She would have to, too, if she wanted to have a good and orderly starting point for a hive. Even though she might have put a little too much power in the spell that currently held Buttercream in thrall, she could afford it, because it wasn't like the mare was going to be moving much in a while anyway. But with a breeding stallion and a brood mother, she needed to take a more personal approach, especially because the former will be one of the two main genetic factors in her hive's changelings and the latter will be instrumental in producing more intelligent drones for her hive.

Her hive. Even thinking about it was sort of exhilarating. It was all hers, hers to oversee and rule and command and love unconditionally, because it came from her.

She knew she could have taken some parts slower. She didn't need to get greedy and grab three ponies in the same day, but she did and, well, it worked.

It all worked, and even if she felt like a utter wreck she was happy, because everything was fine.

Mostly.

She had accomplished so much in so little time, and what some might consider her greatest one was sleeping peacefully next to her, new and improved.

Sterling Sword was and has been her longest project yet. It took her weeks to get the right magical substances to instigate a pony's metamorphosis into a changeling down, and it was even harder to slip him the certain mixtures into his food without him noticing. Luckily, ponies in Equestria enjoyed sweets, the ooze was sweet, and it survived heat well enough.

Normally, it took two weeks of isolation and constant maintenance for a pony to transform into a changeling, which was the main reason why there were even any ponies left. But, she had managed to get the transformation down to less than a hour and forty-seven minutes, which was probably the fastest anyone has ever gotten such a complicated metamagical transmutation down without a horrible failure. That wasn't even counting the fact that she only knew how to produce the chemicals and magical materials from her books; it came naturally to Queens, but Princesses were not actually supposed to do what she was doing, so she had her work cut out for her anyway. That was another thing, too; she needed far more intelligent drones than the average hive, if she wanted to control it properly.

But that wasn't a issue, because with Sterling converted, she had her own little stud. With the pegasus stallion, that was one for normal drones and intelligent ones.

She had all her bases covered.

At least, she thought she had, because something wasn't right.

She was in bed with her coltfriend, and she was nuzzling his neck like she would do any other time she was happy. The only thing that made the situation different than any other time was that she was in her true form, and that the stallion she loved was now in a better, more proper form. She felt great, he felt great, smooth and muscular and perfect, but something was missing, but she couldn't name what. It was like it was something you didn't know that existed until it was gone.

What it was, she couldn't even begin to fathom. It wasn't him, surely; as a changeling, he was still as stocky as he was before, except rather than being all soft and furry he was covered in smooth chitin. His eyes were different, yes, but that came with being a changeling. It might have been because he was a drone, but she really didn't think that could have been it.

"Sterling?" she mumbled into the nape of her partner's neck.

"Yes, princess?" the changeling replied immediately, going from almost asleep to completely rigid in a manner of moments.

She winced slightly at how not-relaxed he was.

"Sweetie, are you okay?" she asked quietly, hoping that he was say 'yes'.

"Yes, I am." replied Sterling Sword.

Carapace felt a wave of nausea. He sounded the same, but it didn't have the same warm tone as he usually had when he spoke to her. It was probably because he was freshly converted and still under the mental fog, but...

"Did you like the gift I brought you?" she asked quietly, bringing a hoof to the drone's side. His wings were a little off to the side of his body, which she thought was interesting; conversion was a process that was normally just done, not studied. She would've thought someone would have noted that changelings converted from ponies had wings that budded farther apart than usual, for one.

Sterling Sword the changeling was quiet for a long time, which surprised Carapace slightly. She was used to other changelings answering her quickly.

"Of course, my lady." the drone said after some time, voice holding a tinge of the warmth she associated with her coltfriend. She let out a sigh of relief that she didn't know she was holding.

She let herself smile and pulled him closer to her, and hugged him like she used to do, back when he was a squishy pony.

"You are still my big teddy bear, right?"

The drone took it's time to answer, but Carapace was okay with that, because she was busy snuggling into the drone's back.

"My lady." the drone replied, sounding uncertain enough to give her a reason to worry, "If you do not mind, I wish to do something."

Carapace, who wasn't sure how to reply to that, just replied with a non-judgemental "Of course."

In a flash of green light and non-existent fire, the changeling drone that was Sterling Sword transformed into the form of Sterling Sword, the unicorn.

Carapace, who didn't know what to say for a few moments, decided to change into the form she was better known for, that of Emerald Gleam, to humor the drone.

Hugging the stallion close to her, with the both of them in the form of ponies, she suddenly felt that feeling that something was wrong dissipate.

She was utterly horrified by this realization, but she didn't vocalize this. She didn't want to say she was in love with Sterling Sword the pony. She liked him for his personality, of course, but he was better as a changeling. She wasn't a freak.

While she was wondering how to approach this newfound discovery, Sterling Sword addressed her in the voice she associated with him more than anything else. His voice was light and pleasant, and carried a sort of softness in it that a mear drone could not reproduce.

"Is this okay, your majesty?" he said, slow and soft.

Carapace, after some careful thought, dropped the form the drone was more comfortable with, the form of a Trotsylvanian peasent she personally found garnish but ponies seemed to find vaguly attractive, before shuddering and getting off the bed.

"No, it is not." she said quietly, but with force behind her words, "Revert to your true form, now."

The drone waited long enough for Carapace to feel quite foolish, but right before she started to speak the form of the unicorn erupted into green flame and white fur turned into black chitin.

Carapace stared at the large drone on it's side of the bed, giving her a look that either hid it's feelings or showed that it had none at all.

"I expect my orders to be followed quickly." she said, after beliving that she could sound properly upset, "Sterling. I am your princess now, and nothing has changed. Did I not give you a gift, earlier?"

As the drone righted itself on the bed, she wondered if there was a reason why she suddenly felt so silly. She had never had to argue with a drone before, but then again, this wasn't a normal drone. She hadn't delt with many changelings who used to be ponies; her mother's hive was situated under a old pony castle, and usually the only ponies who came close enough to be smuggled into the ruins were either too young or too foolish to be converted or to be worth converting. Or, perhaps she just wasn't yet used to talking to another changeling who wasn't either related to her or were simple servants.

When the drone spoke, it sounded almost upset, which Carapace thought was silly.

"You did, princess." he spoke, "But I didn't want to have sex with her. That was wrong."

His words were simple and clear, but Carapace felt like the drone simply walked over to her and slapped her. Repeatedly. With a blunt object. It took her a few moments to process that the drone just refuted her gift, the little pegasus mare that was a little brat who tried to pretend that she couldn't bear young. She wondered what could possibly be running through the drone's head, to not be at least happy that she procured a mate for him that wasn't herself.

She briefly wondered if she should have ever done what she's been doing for the better part of a day, and if she would have been happier if she had waited a while before she put her plans in motion. If she would have been happier if she never put her plans in motion.

But, she had a sudden, acute moment of clarity, and the silly doubts that were clouding her mind faded away.

"Know your place, Sterling Sword. I am you're ruler now, and my gifts and affections may not come so easily in later days."

The words sounded out of place, coming from her mouth, but she stood firm and glared at the drone with as much fierceness as she was able to muster. Admitedly, if there was one thing every changeling could do well, it was the ability to bare their teeth and hiss.

The drone, pleasingly, deflated slightly at her anger, and leaned itself slowly back down on the bed. He looked at her with big, sad eyes that were more like the pony he used to be then anything else, if green and with slitted pupils.

She didn't know her people could make puppy-dog looks until then. It was actually rather impressive that he could make one with a face as rigid as any other part of his body, actually. It was uncanny. But it would have been cuter if...

No. No it wouldn't, and no, they will never again be that shade of chocolate-brown again, as long as she lived.

Talking a few moments to calm herself, she started to make for the door, pausing only once to say one last thing to her colt-friend.

"You are to stay here until I command you otherwise, Sterling."

When he didn't respond, she took his silence as enough of an answer and walked out of the bedroom, to check on the captives, and to find some way to distract herself from the disappointment that her choice of consort was being.

She thought she would check on the fat one first.

Savory Nibbles, Jiggly Bits.

Buttercream was positively thriving, Carapace noted as she walked over to the space in the main room she had ordered the pregnant pony to bunker down into, possibly semi-permanently if circumstances allowed.

Before, she was already a thick little thing, all curves and round shapes, but now, surely, the word 'little' couldn't be used to describe her. Laying down flat on a bed of pillows, her midsection was simply beyond bloated; it had to be almost as wide as she was tall and it made her look a bit like a overinflated exercise ball that happened to have four legs and a head. Her stumpy little pony hooves still touched the floor, thankfully, but Carapace doubted that would last long.

While she wasn't completely certain about how long the batch of eggs in her would take to fully develop, she estimated it would take within two weeks time for them to be ready, and if the eggs developed properly, well, the word 'plump' really couldn't be used to describe her at that point. 'Round' would probably work, though.

Buttercream was asleep, it seemed, but Carapace found the presence of the blobby mare to be comforting, especially after what had happened earlier. After all, she was a physical statement to how, comparatively, her plans were actually working, even after the headache the two pegusi brought her. Yes, she was growing fond of her plump little broodmother. The sight of the mare still made her feel triumphant, because even now the mare was hosting her brood, to be fertilized by the pegasus stallion in due time.

She frowned as her thought's came to the stallion, because she was still debating if she was going to transform him into a changeling or not. There was a certain danger to having too many free-willed drones walking around, especially in delicate circumstances like this, and it was clear that he held strong feelings for Cloud Chaser, and she didn't want to risk having a subversive servant so early. But having the stallion be a simple breeding stud seemed inefficient to her, regardless of what she allotted the stallion before she put a calming spell on him.

She was also debating on whether or not to have him or Sterling to fertilize her brood. It was all hypotheticals, but she wondered if the species of a fertilizing equine would have any effects on how a young changeling would develop. While it was given that two ponies of different tribes could have a offspring that was a part of a altogether different tribe, the end result of any pony-donkey crossing resulted in mules and zonies tend to get a mixed bag of blessings. Hence, it wasn't out of the question if changelings fathered or mothered by different equine species might have different traits.

But, she hadn't read anything on the subject in anything she had read, which either said something about the priorities of most queens, who were quite fine with simply screwing anything with four legs that neighed. The closest source for pony thralls for Chrysalis's hive, for example, was apparently a small pegasus village that suffered a bout of mysterious disappearances several decades before the Canterlot invasion, and Carapace assumed that the fact that her hive had a reputation for good fighters and fearless solders was no small coincidence. Her own mother's lands was mostly inhabited by earth ponies, and while her hive was small Carapace noted that the individual drones tended to last longer than the ones from other hives.

All this was pure speculation, of course, but if she was going to be successful she was going to find every little advantage she could. She didn't doubt that some of the older Queens knew something about what sort of effects the species of the sire had on the eggs, given how they can produce successful batches of drones year after year, but either they all reached the same conclusions independently or no one ever actually wrote it down.

Carapace actually wondered if it was worth trying to sneak into Canterlot's royal library to see if anything was written down in there about her kind. The book she was using for her own uses was actually written down by a unicorn who had tracked down a young queen who had managed to infiltrate a old unicorn school of magic. It was a good plan on the queen's part, admittedly, right up until the moment she was hit by a stray sleeping spell and revealed her true form in front of two dozen students. The interrogator, luckily, had a curiosity for the magic's of other species, and he did his best to get out every bit of strange arcane lore he could from the unlucky queen.

It made Carapace a little unnerved that changelings didn't have much in the way of their own written texts, frankly, because that was just another sign to her that the whole system of queens-fighting-queens was broken. Even though there were monthly grand councils held by the most powerful queens, nothing ever got done and they usually ended when someone got killed or exiled or fed to the giant spiders the currant high queen was so fond of.

Carapace had no doubts that if all the queens worked together for just a few days, the hives wouldn't have to be hidden away from their food supply. Her mother's hive pushes the limits of what was considered acceptable, given that the castle it was set under had a small village set directly under it's steepled roof, but her mother's hive was small and cluttered. Barely a hundred changelings in all, with a quarter of that tending to be young nymphs that were doomed to die anyway; her mother kept a morbid family tree, one that resembled a short, wide bush with her as the singular root. Carapace knew that her mother often gave the same names to different royal nymphs every spawning season, and that there were five princesses in the hive who had the name Carapace before her, and that all were dead before they left the hive.

Carapace didn't like to think that she might have lived because her mother might have thought that leaving her alive might spice up the routine of culling all the princesses before they got too uppity, but then again it wasn't like any of her sisters were likely to be alive right now. Her mother was slightly famous for both her longevity and her lack of suitable heirs, given that she was the only changeling monarch of note in the entirety of Trotslyvania, a land mass almost a eighth the size of Equestria and having roughly the same population density. But, then again, such unequal distribution of territory to a changeling who had no use for it all was another symptom of how broken the whole system was.

The invasion by Chrysalis's hive was a gigantic farce; her hive was easily a forth again the size of the next largest hive, nearly one thousand and five hundred individuals in all, and nearly a eighth of the entire changeling population was present in the attack on Canterlot. However, Chrysalis either never bothered to ask for support from the other hives, or, more likely, never brought the subject to her fellow queens. Involving the Princess of Love in the whole equation was even worse, because two situations could have occurred that would bring dire straits to the entire changeling people; Candace might have been injured or, worse, killed by Chrysalis's foolishness, and power of love itself might be damaged or weakened, or, in her arrogance, Chrysalis might have tried to convert her into a changeling.

Chrysalis, while undeniably powerful and cunning, was still power-hungry and arrogant, and the thought of converting the Princess of Love was probably on her mind when she captured her. But a changeling with inherent powers over controlling and bringing love would simply be one of the most powerful entities in the world, one who would presumably be able to negate Chrysalis's magics and dominate any other changeling queen.

If the Canterlot invasion went differently, it was entirely possible that it could have either doomed the changeling race to starvation or create the most powerful changeling queen to have ever lived, one with the ability to control her lessers with access to their food and source of power. As it were, it did wipe out half Chrysalis's hive and render her a laughingstock in the counsel, if what she had heard was true.

She wasn't one to ponder the hypotheticals of things like that, but she needed any advantage she could get, after all.

Morning Munchies

It took Carapace far longer than she had fallen asleep next to her broodmare, and that she had passed the night before thinking about tangential and accomplishing nothing she had set out to do. She had procedures she wanted to do to make sure her eggs were doing well in pony body, even unfertilized.

Groaning, she got on her legs and stretched her limbs, wings and all. While she had managed to find a pillow to rest her head on that still left her back with no support, and she immensely regretted not going back with Sterling when she felt sleep take hold. While her legs were fine, her neck was killing her, and it wasn't as if laying on her side did her left wing any favors.

But, this was a new day, and a new day meant plenty of time.

As she brushed herself off, she took a quick look at Buttercream. The bloated mare looked even morso, with light coming in the room from the windows. Her thighs were both wider than Carapace's own torso, for one.

After a quick examination, though, Carapace concluded that the mare was fat and asleep and, most importantly, healthy, given by how she was breathing unlabored and sleeping gently. Carapace couldn't be more pleased at choosing the yellow mare; she was practically built for bearing children before she even laid a hoof on her, and a less robust pony, like the pegasus, would probably have unfortunate complications about having two dozen or so baseball-sized eggs crammed up her midsection.

Humming lightly in approval, she patted the round tummy of the sleeping mare, marveled at the drum-like tautness, and left the room to check on her other two ponies.

Cloud Chaser was asleep, on one of the couches that lined the center of the room. While Carapace didn't tell her to move off the floor earlier, she was somewhat glad that she slept on a soft surface, given that she already looked a little pregnant.

While her mind was on the topic of pregnancy, Carapace decided to re-check the food she had brought with her. Most of the actual meals she had prepared had long since been consumed, either by Buttercream or Sterling. However, she had snuck in a survivalist's supply of canned goods and nutritional powders, which she had amassed after walking into a grocery store and pretending to be the manager. The one of most interest to her was a huge container that contained a protein powder that was marketed to female athletes, which contained plenty of nutritional value and calories but no testosterone. Besides that, large bags of alfalfa and oatstraw laid about like bundles of health.

There was all this, of course, but the oddest thing in the room, if she would have to explain herself to a inquisitive pony, would be the big brass food pump that was set down on the floor, a vat-like structure with a glass midsection and a soft plastic funnel that could be strapped to a pony's face.

The food pump was a genuine relic, one that she had obtained in a clandestine auction. Several decades ago, one of the griffon governments had to limit the amount of farm-raised cattle they were allowed to consume, apparently relating to how cows were getting more rights in Equestria. The griffon reaction to this, in typical griffon efficiency, was to craft a way for them to put as much meat on the now limited amount of cattle as possible. The cows who were raised on pumps like this, as it was told, ended up becoming twice the size of their ancestors.

Equestria quickly cracked down on the griffon's trickery and ended the industrial production of cowflesh in that little kingdom, but all that meant was that things like the one she had obtained were let loose on the market.

It did cost her a pretty penny, but it was going to be quite worth the investment.

She considered waking up the pegasus mare so that she could strap it on her, but, after the first wave of giddiness to try it out, she thought against it. She could do that later, because she needed to talk to the stallion anyhow. Besides, she would need something to do in the evening, after she got Thunderlane squared away.

The day before, she hadn't gotten through to the stallion; he was stubborn in his unwillingness to consider his new reality. She was forced to put him under a spell at the end, because she had to deal with Cloud Chaser. Now, though, she had all the time in the world.

By the looks of it, though, she was going to need it.

She had left him glued a foot or so off the floor, limbs spread wide across the wall and asleep, but now he was awake and trying to struggle against his bonds. His zebra-styled mane had long since been matted down to his head due to sweat and the position of his head, and there was a certain amount of redness around his eyes.

Carapace felt the slightest twang of pity for the stallion; all she had got out of him during her first talk with him was questions about Cloud Chaser's safety and status. She wasn't quite so cruel as to transform into the mare and lead him on into making a certifiable choice; if she was that cruel, she wouldn't allow him to make such a choice in the first place. Regardless, she did consider eventually waking up the sleeping mare, if she needed to make a example.

When she stepped into the half-lit room, Thunderlane paused his thrashing. His head wasn't raised, but she didn't doubt that he could see her hooves, at least.

"Where's Cloud Chaser." he groaned weakly.

Carapace winced; he sounded so sad.

"She made her choice, and she is asleep and happy," she replied, trying to keep her tone even as the stallion scowled at her answer, "but let's talk about your options right now."

"Fuck you." Thunderlane spat.

Carapace blinked. She opened her mouth for a few moments to say something, but she couldn't think of anything that was a suitable reply for quite some time.

"I," she eventually said, slowly and pointedly, "have your best interests at heart."

She raised a hoof close to his forehead, and brushed a strand of light blue hair away from his eyes. He flinched as she did this; she understood why, on a intellectual level, but it still made her slightly annoyed.

"You..." Thunderlane began, before shaking his head and rolling his eyes defiantly, "You have my best interests at heart."

Carapace shrugged, unsure of what else she could say.

"Why, yes."

"So you kidnapped me and my marefriend, tied us up, and gave us the choice between turned into changelings or being your slaves." he stated bluntly, eyebrows raised.

"Thralls." Carapace corrected, feeling that the terminology was important enough to make the distinction, "I made it clear that you would not be a slave."

Thunderlane stared at her, seemingly dumbfounded, and began to shook his head in exasperation.

"You're crazy if you think anypony would want to be your, uh, thrall, or get turned into a changeling, especially after you kidnapped them and drug them up with spells." he said, surprisingly calm. His eyes were clear and focused; Carapace was pleased, but wary, now that he was talking in a normal manner.

Carapace, accordingly, took a deep breath and clicked her tongue.

"Walk me through this." she asked as politely as she could muster to the pegasus who she glued to the wall, "I keep hearing that, but I don't know where you are coming from, and I would believe I wouldn't be doing my best if I didn't understand your total reluctance."

Thunderlane looked stunned yet again, and Carapace worried for a few moments that he wasn't going to speak at all, until he finally did.

"You really don't get it, do you?"

She shrugged. "I understand that it might seem strange or scary, but all big changes seem that way. Becoming a changeling, or serving in a hive, could only benefit you. Your needs would be cared for, regardless."

She had already explained to him her own motives, about her princesshood and everything, and she hoped that he took that into account in his own thoughts.

When he replied, his voice was flat. "If being in a changeling hive is so great, then why didn't the one who attacked Canterlot just set up shop nearby and sell it like a traveling salespony? I don't see any lines of ponies trying to get all buggy."

Carapace frowned at being called 'buggy', but she was also relatively upset at the stallions sharp point. For a jock-ish athletic sort, he was being a suspiciously good talker.

"I will give you," she allotted the stallion with a small nod, "that my people have never been good with their public relations. However, the queen who attacked Canterlot was a warmonger who was acting out of line."

"So if it was a different changeling, then it would be all sunshine and rainbows." Thunderlane snarked, "No invasions or nothing. Just mind controlling and kidnappings."

Carapace grimaced. "Please understand, I am not like the one that attacked Canterlot. Chrysalis merely wished to raid Canterlot, stay a month or so, and then flee with captives and plunder. I intend on staying here, and to be a benevolent changeling ruler."

Thunderlane snorted.

"If you want to put yourself on a high pedestal and be the nicest changeling that ever lived, why haven't you talked to the Princesses?"

Carapace blinked.

"Are you mad?" she said, unsure if her words had any truth to them, "Why would I ever ask for the attention of the alicorns? What could even be accomplished by that? I have not make my way into Canterlot undetected to be sent before four immortals who would all have the chance to punish me for the actions of Chrysalis."

"Uh, I'm talking about just giving up now." Thunderlane spoke quickly and eagerly, "Cleaning your hooves and telling the Princesses what you have done."

Carapace blinked, again, and for a few moments wondered if keeping the stallion in a dark room for a day hurt his mental state. It was said that Tartarus was like solitary confinement, after all, not the other way around.

"What would that possibly accomplish?" she demanded, prodding the stallion in the chest with a sharp hoof, not hard enough to bleed but hard enough to bruise. "I will not tolerate foolishness."

"Look, the spirit of chaos that ruled the world for ten thousand years got redeemed after the last time he broke out, and ponies are still wondering why Celestia did it." Thunderlane half-sputtered, like a bubbling brook of good ideas, "You keep talking about changeling magic and other stuff like that, but most ponies don't really know anything about changelings. Heck, from what you said, most changelings don't know much about themselves."

He paused, to breathe.

"So, basically, if you just go to them and talk to them and pretty much say that you're the changeling equivalent of Twilight Sparkle, I'm sure that something could get worked out." he finished, sounding exhausted.

Carapace thought on the pony's words. They were reasonable, and the thinking was sound. Discord was 'redeemed' under Celestia's eyes, and Celestia was arguably the one pony who could personally loath such a creature. The thought of simply going into the castle under her assumed name, requesting a audience, and explaining herself did have a certain appeal to it. She would have to explain herself, certainly, especially with the kidnapping and pretending to be a member of nobility, but there was a slim chance that she could make it out alive, and with all of her limbs.

But she had gone too far, already. By the look Thunderlane was now giving her, he seemed to know that his words were not going to sway her.

Now, not in the mood for talking about herself, she felt that she had a opening to talk about him.

"If it makes you feel any better, Cloud Chaser kept asking for you." she said softly, trying to sound appealing, "If you behave, I have no issues with you seeing her."

Thunderlane's face transformed into a pleading grimace.

"Where is she?" he asked again, for the umpteenth time that day.

Carapace knew that the stallion likely simply wished to be let free from his binds, but she also respected him, to a extent. He truly did love the mare, and she loved him, but the shear pleading urge to make sure Cloud Chaser was okay was palpable.

"She is right outside this room, along with others. There's also another stallion, who is now a changeling."

Thunderlane only looked somewhat surprised at her words, but elected to not reply.

Carapace, thinking over things, raised a leg and began to quickly cut through her self-made bindings at his legs, occasionally motioning for the stallion to move slightly every so often. It was surreally calm and seemingly ordinary, at least for herself. Thunderlane looked slightly squeamish about the whole thing, but Carapace thought that was understandable.

Eventually, Thunderlane was free from his binds, and on the floor on all fours. His wings were still bound, but he did not complain, likely because he was not a fool.

However, neither was Carapace, and the moment that Thunderlane looked as if he had gotten used the ground she looked him right in the eye's and cast the same mind-control spell that she was getting distressingly familiar with on him.

He managed to resist it for a few moments, enough to looked shocked for all of a few seconds, but he fell for it all the same. His newly relaxed face calmed Carapace slightly, but her mind wandered even then.

He was a good looking stallion, having that slim and sturdy build that made the royal guard so popular among the mares. Normally, she wasn't one to even consider indulging in things like sex, but now, really, she didn't see why she shouldn't.

Besides, she considered as she led him into the main room, she needed something entertaining to occupy the morning hours anyhow.

Last Bite

Cloud Chaser was currently laying on her back, being hotdogged by both stallions in the room. The changeling drone formerly known as Sterling Sword , currently in the form of Thunderlane, was taking the bloated mare from behind, while the real pegaus was sticking his dick down Cloud Chaser's wide, gaping mouth.

The two look-alikes had managed to work up a pattern, due to the precious cargo visibly present in the mare's midsection, this was also relatively careful and methodical, as far as double-teams went. The disguised changeling taking the vaginal entrance took great pains to adjust himself so his member wasn't going in too roughly, while the real pony sticking his meat in her mouth was doing his best not to buck forward when he felt the need to.

This had been going on for a while now, and it showed. The floor around the three ponies was stained with both sexual fluids and green slime from the pregnant mare's snatch. While both stallions were visible tired, the mare sandwiched between them showed the obvious signs of their sexual acts; Cloud Chaser was a ruined mare.

Her thighs were caked with both green slime and white cum, and when the two pegusi partners switched sides every so often she took whatever member ended up in her mouth with thoughtless dedication. It was debatable if her midsection now resembling a beach ball was due to the embryo inside her growing or just from the shear amount of cum she had swallowed over the past few hours, but, regardless, her wings were not immediately visible at a first glance anymore and she just kept taking more stallion dick with glee. Every so often she came, sometimes due to careful teasing of her clit and sometimes just from simple orgasmic bliss.

While this orgy of reproductive virility was going on, Carapace was sitting on a nearby couch, drinking a glass of water and reading her book.

She had gotten bored with the sexual display about twenty minutes in, when she figured that there wasn't going to be much more then two ponies having sex with another but she didn't have the heart to tell them to stop. The two ponies looked like they needed this and Sterling needed something to take his mind off of things, anyhow. She did consider getting Sterling and Thunderlane to go at it, but she eventually decided that it wouldn't be worth it.

Also, she did have some reading to catch up on, anyhow. At the moment, she was reading through a Bestiary of Equestria. To her mild dismay, Changelings were listed between Cerberus and Chimeras, and were given two paragraphs to sum up the entire species.

"The Changeling is a being which organizes themselves into tribes, based on leadership and ancestry. As a race, they consume emotions, with the force of Love reigning chiefly as the staple of their diet. They themselves are ruled by individuals not far outside the power of our own Princesses, but unlike the Celestial Sisters these beings are thankfully mortal and fallible. They organize themselves into two great factions, the Seelie and the Unseelie.

The Seelie assist ponies in whenever they can and create love as they go, and consume Love only when they believe it to be a reward for their own actions. The Unseelie, by dire contrast, steal the infants of ponies and replace them with their own young, to harvest as much love as they can. The two often hold great secret wars in their underground lairs during the later parts of the years, and times of great bounty and times of great hardship can be attributed to the respective winners of such wars. The Seelie can be assisted in their battles by the leaving of small pans of sugar-water out in meadows and fields, and the filling of the ditches where the Unseelie marshal their troops."

There was an inaccuracy in nearly every other sentence, to be frank. The only species more mistreated by this text was the griffons; the book claimed that they lived in caves, guarded treasure like dragons, mated for life, and had feathers that cured blindness and talons that could purify poisoned drinks. But, really, besides the Bestiary not mentioning of any body parts that could be harvested from her corpse that could be of use to ponies, Carapace thought it was really quite offensive, the whole concept of two different courts especially.

In essence, there were two main ways of getting love; capturing ponies or having them be 'free ranged'. Misunderstanding this was the only way Carapace could even fathom for blatant lies like that to make it to print. The 'secret wars' bit had some merit, but there was a single conclave for Queens who bothered to join and the entire idea of leaving supplies out for warring changelings was hogwash. The only real warfare that involved ponies that changelings could take advantage of involved sterilizing young mares and stallions in enemy lands or, quite simply, killing broodmares.

Such tactics were considered low and dirty, of course, but most of the changeling queens who had any amount of power did not get to where they were without careful application of subterfuge. The current High Queen, quite infamously, fed her mother to a swarm of giant spiders and killed her older sister by drowning her in a barrel of amber. The corpse of the former currently lies in some cavern or another and the latter is used by the High Queen as a makeshift table.

High Queen Celaenia, by all accounts, is generally regarded as the sneakiest bitch in the history of the changeling race. Mabarida, the legendary procreator of most of the existent changeling hives, the one which left the great hive which currently serves as a capital for the changeling race and who left after five hundred years of rulership to her hundred children and absconded to places unknown, the one who's name was used as a oath by changelings for thousands of years, was allegedly tracked down and killed by Celaenia fifty years into her rule. Celaenia's royal crown was switched from the traditional tiara to a hollowed-out changeling skull, three times again the size of any existent queen. The horn her helm sported was as long as any queen's foreleg, and the whole thing was gilded, along with being infested with small white spiders, which Celaenia allows to freely make webs on herself.

Of course the whole idea that some no-name nymph killed the creation deity of her species and has been wearing her hide for six hundred years might strike some as mortifying, but the whole 'cultural deicide' thing has been long since brushed under the table.

Really, wearing skulls for crowns isn't the most horrible thing Carapace was able to think of about the current grand leader of the changelings. Celaenia had allowed a great court to form around her; once, the annual conclaves between the queens was a affair reserved for only those queens with officially defined areas. Now, though, outside a circle of eight queens, more then a hundred landless queens and scattered intelligent changelings were allowed to make their opinions known, disrupting the entire orderly process that made the conclaves what they were.

Celaenia, besides her spiders, also kept a most terrible hive. It was strong enough, well armed and trained and rich in thralls and material possessions, but her dalliances in experimentation were utterly sickening. While Celaenia has had a few daughters here and there, she keeps most of them bound and rendered dumb, to use in breeding experiments that have no purpose but, presumably, her own amusement.

The tunnels and halls of Tir Na Bog, a hive to rival any pony city in size and scope, were always in moderate disrepair, as no queen besides the very founder of the hive could ever muster the ability to maintain such huge monolithic towers or such deep grottos, and since elder times much of the city has always been abandoned. Celaenia's rule, however, has sparsely populated some of these ruins; experimentations in the limitations of incest and the capabilities of the changeling body are just a small insights to her tastes.

Limbless near-grubs crawl over blind hairless once-ponies in side-tunnels there. Deformed drones with not enough eyes and too many legs and those with too many eyes and not enough legs trawl the lightless depths below, starving for any love they can obtain. Changelings with suspiciously spiderlike features, or spiders with suspiciously changelinglike features, make green webs to catch unwary visiting drones, and rumors of stranger things in the deeper caverns is not unheard of. The term 'living teat slime' has been thrown around once or twice.

Carapace shuddered at the thought. Teats, soft baggy mounds of fat between pony legs that produced teat liquid. And stallions had them too, even if they were purposeless. It struck her to be rather absurd that many creatures on the planet had yet to come up with a better way to feed their offspring than to produce juice from nozzles nestled near the very area where they presumably gave birth from. Even the little pony larva are pretty much helpless for years on end, barely gaining any signs of self sufficiency around the time they get their cutie marks.

Disgusting.

Carapace put down the book she was reading, singularly believing that nothing more could be gained from it, and took a sip of water around the time Cloud Kicker moaned out in pleasure for the fifteenth time or so in the last ten minutes. Carapace dimly wondered if the mare could feel her legs anymore, but realized that details like that didn't matter to her, as she was surely happy anyhow.

Carapace considered the next book on her list, a collection of erotica simply named 'Mares' she got from a shop that specialized in such things. When she bought it, the clerk shyly advised her to skip to chapter four, and gave her a free bookmark with little sheep on it.

She opened the book to where the bookmark was pre-placed and started reading, tuning out the ongoing threeway in front of her so she could get her reading on.

"Red Apple opened her maw just wide enough for the huge stallionhood attached to her marfriend, and Glamor's thick purple-tipped cock thrusted down Red Apple's throat as easily as it did with her own vagina moments before. Red Apple could taste her own marecum slathered over Glamor's thick rod, and combined with the taste of Glamor's lavender-smelling seed it sent Red Apple to the precipice of cumming again. Red Apple soon returned the favor, putting her snout into Glamor's snatch and doing her best to lap at the sweet honey coming from her cunny. "

Carapace stared at the paragraph she was reading, scanning it twice more to make sure that the words she were reading were correct. No stable mind could possibly have coined the word 'marecum', or believe that ejaculation should have a taste other then vaguely salty. She wasn't too sure what parallel universe had ponies with virginal walls that leaked honey, or had entities who believed that the act or feminine oral sex was especially pleasing to the giver. She wouldn't stick her tongue in Buttercream's little cunny if her life was on the line, and she'd laid eggs in her. Pony seminal fluids were disgusting enough, and she didn't need to get the 'stuff dripping between her teeth', as did this Red Apple character, according to the next paragraph down.

Carapace shut the book, looked at the given author, and memorized the name. This 'Yellow Butterfly' was clearly disturbed and was to be avoided at all cost.

She threw the book over to the other side of the couch, and picked up a magazine that primarily focused on Equestrian high life, especially Canterlot nobility.

She started reading them mostly out of boredom, but quickly developed a fondness for the tabloids. Really, some of the stories struck her as a little outlandish, like the ones about Blueblood having a affair with a donkey maid and the stories about Hoity Toity allegedly being straight, but this was the one capital city in the world that was a few miles away from the death forest that contained giant star bears, so she allowed herself to sit back and enjoy the mindlessness.

But, she saw something interesting, on the front page, in fact; it was a story about something she normally considered overly pointless, but now had a sudden new meaning to her.

She flipped the thin pages until she got to one of the minor headlines of the day; "Next Grand Galloping Gala Held In Honor Of Inter-National Relations; To Accept Guest Speakers"

In smaller print, it revealed that "Princesses Celestia, Luna, and Twilight Sparkle Will Be Attending Conference In Griffonia During Gala".

Carapace blinked several times, and realized that she had an opportunity to get most of a nations important ponies in a single room, while being allowed inside on perfectly legit circumstances. She had a certificate of nobility for Emerald Gleam, and her first batch of changelings would be on the way. She would be able to hypnotize at least a few ponies while she was inside the castle, at the very least.

Carapace decided that, right then and there, that she was going to try and take over Canterlot while the princesses were away.

A strange feeling bubbled in her chest, and she looked at the second of her broodmares, being filled up by the stallion she loved and the stallion Carapace herself loved more then anything else in the world.

She allowed herself to smile a childish smile, like she knew how everything was going to fall in place for her. That she was better than all of her ancestors and her peers and that she was going to be a better Princess than that High Queen ever was.

"Sterling, you are going to be a king. You will always be my prince." she said, voice full of genuine affection and love for the stallion.

Sterling Sword did not answer, because he was just a drone.

A Quick Brunch

Soon after their little tongue-tussle, Sterling Sword was surprised at just how quickly the time flew by. He didn't need to bring anything of his, so he let his mind wander a bit.

He wasn't new to love, by far; he's been in his fair share of relationships, and more often then not they ended amicably. But he was always a little on edge regarding Emerald. She was special, not like all the other mares in his life weren't, but she was a big change in his 'type', something his friends always noted when they saw her.

Firstly, to his mild mortification, he, for whatever reason, always got associated with picking up mares at parties that tended to be on the short side, short earth ponies at that. At first, he did it intentionally to screw with his family, which contained a mother who always wanted him to marry a 'nice unicorn mare' and a father who assumed that he was just acting like every other middling noble scion did when they got out of the household. He wasn't a party-junkie, really, he just happened to have some friends who went to parties like that, and those parties tended to attract young, short pegusi mares down from above for whatever reason.

His dating spree kept going along until last year, on the date.

He had split off from his last marefriend a few weeks before, and he was out in one of the few real parks in Canterlot, a small craggy place near the waterfall that was worth the trip. Wildflowers bloomed, fed by the mist that rolled off the falls nearby, and there was enough shade to make it a wonderful spot to sit around and work on schoolwork when he didn't feel like being on campus. In fact, he had a small rocky spot that he assumed was well hidden and dry, just enough light to read and just enough shade to beat even the summer heat.

But, on Heart and Hooves Day, he found his secret spot taken.

At first, he wasn't sure he wasn't seeing a shadowy reflection of some rocks, not until she yawned and opened her eyes. They were bright green, deep and calm, like a untouched lake hidden in some mossy valley. They were the first things he saw of her, really.

Soon, though, he needed to make sure he existed on the little rocky plane, so, hoping not to startle her, he walked around the rim of the grassy outcrop, making sure he simply seemed like he was looking over it. Really, he didn't dare to, but by the time he was done walking it, he turned to see that she was sitting upright, fully alert and eyes wide. She almost seemed like a solid shade of a pony, or even a...something else, but he knew that was a silly thought.

To make a long story short, he took his time making his way over to where she was, he introduced himself, and was simply struck by her appearance, graceful and refined. She said that she just moved from Trotslyvania to Canterlot for the sake of being with fellow nobility, only to find that she could barely afford to live the life of even a middling-ranked mare with the meager trappings that being a noble from such a poor country came along with, and that she was trying to find a way to keep herself from getting too homesick.

That struck a cord in him, truly. A pretty mare, isolated and alone, sitting in a little out-of-the-way outcrop right next to the greatest cities of the world made him feel sorry for her, and even then, she simply seemed...otherworldly. She looked like nobility, even sitting in a small cavern mouth alone, but not like the nobility that wandered Canterlot; no, she looked like the nobility that were emulated in plays by ponies, the sort that magnified the glory of images of the old unicorn nobles, the sort that rested peacefully besides pure lakes in deep valley's and gained their titles because they were truly noble.

When he told her this while they were sitting in a little Neighponi's place near his house, she just giggled and called him a flirt. He didn't deny that, and he didn't deny that he was interested in her when she told him that most ponies wouldn't offer to take a pony they just met to a play. He was a little surprised that she kept agreeing to go with him to places, and told her that plainly, to which she did nothing but nod her head and laugh.

Even then, he was starting to like the sound of her laughter.

When the two of them went backstage to go to the traditional afterparty, the two of them got more than a few second glances, but the both of them had fun. Honestly, for a first impression, he didn't think it would make him look good; many, if not all, the actors either had marefriends, coltfriends, or were able to get hooked up with their choice of mate after shows like this, so there was a rather large amount of snogging and cuddling and such things going on, but to his surprise Emerald said nothing about the fact he brought her into a building filled with horny young adults, and almost seemed like she approved of the whole thing.

He could only think that, 'Hey, maybe the Trotslyvanians aren't really much different from Equestrians, after all?"

However, there came a time where the both of them agreed it was time to leave for their respective homes, and wished each other good luck and such general greeting one exchanges when you meet strangers who accompanies you into rooms filled with actors without intentions to accompany any of them to bed.

This general exchange of goodwill kept happening until they realized that they kept walking in the same direction.

As it was, they lived in the same general area of Canterlot; albeit he lived in a apartment while she lived in a far less glamorous one a block away.

Even then, he was greatly surprised when she asked if she could spend the night as his place.

In less then ten hours, his Hearts and Hooves Day had suddenly became a lot happier.

He was glad to be reminded that he kept a clean household, and he was even moreso when she joined him on the couch to watch a silly movie that he really wasn't watching, and neither was she.

They made small talk all the while, commenting on life in Canterlot, how she was a little amazed at the whole of the city, about how much fun it was to see a play about little Flutter Ponies helping some 'normal' ponyfolk (though, he had to admit, whoever had the idea to use the false wing spell on foals and trained them to dance should have been paid more, and she agreed), and of course the fact that they went out for lunch together and that he had to stop her from drinking the soy sauce.

All in all, it was a fun date, but he thought he had ruined his life when he actually said that out loud, only to be surprised when she nodded and brought a hoof up to her snout to stop herself from laughing too loudly.

Then he said he liked the sound of her voice, and then, while giggling, she accused him of being a flirt, which he nobly did not dismiss.

Several things happened after that.

First, he found himself being under a rather pretty mare with an orange mane with purple stripes, and then found his upper body being pressed on by a pair of soft hooves, and then found his line of sight occupied by a rather pretty face with a small, rounded chin and a somewhat knowing smirk, all framing two great big emerald eyes that glimmered with an mischievous intelligence.

Next, without further ado, he made sure to shift from his sideways position on the couch so he had better access to the mare pretty much on top of him.

Then she kissed him. It was a swift and somewhat hasty one, as his eyes were closed, but he returned it with as much haste as it was delivered, making her eyes shoot open in wonderful, almost innocent surprise.

It wasn't like he was new to this, after all.

There was much a'grop'en and a'squeez'en and a'nip'en and a'licken for quite some time, and everything was going quite swell until the only part of a stallions body that swells regularly started to brush against her belly, that it became clear that Emerald Gleam was going to be a bit different than every other one of his willing bedmates.

She was a virgin, and, while she was sorry to say it, she wanted to keep being one.

That pretty much killed the mood faster than a pony making a joke about another being a nightmare in hearing distance of a Night Guard, but they still kissed and enjoyed holding each other for some time afterwords.

He didn't know when he fell asleep, only that he wished he wanted to curl up and die.

Then he woke up to the smell of what could be best described as "apology bacon", and they pretty much hit off their sexless but very passionate relationship. He respected her, and understood it, in a way; it was presumably a sign of her homelands traditionalism. Celestia knows there were only so many virginal unicorns wandering around Canterlot, but that did beg the question of where she learned to kiss so well.

When he asked her this, roughly in the middle of winter, while cuddling near a fire, she just said that it came naturally to her.

In his mind, that was a good thing.

Perhaps it would be best to say that, after quite some time, she was ready. And going by the way she bounced down the street, something she never did, she was really ready.

"Gleam, you look great." he said absentmindedly, simply admiring his mare's graceful movements, wandering a little over how her teardrop-shaped mane could still cover her right eye occasionally but not effect her line of sight.

"So do you, Sword." she perkily replied, "You're not bringing anything?"

He eyed the suitcase besides her, enveloped in green magic, and shook his head. "No, not really. I mean, I don't think we will be spending much time in clothes, will you?"

Quickly bridging the gap between the two of them, she answered with a quick peck on his nose. "I guess not, but I brought a few with me."

He looked at her, brain scrounging for any half-remembered tidbits about the contents of her closets, but came up with nothing. "Well, I'm excited." he said, still doing his best not to sound overly eager even when the situation pretty much demanded it, "Should I bring the food out, or..."

"I'll handle it, sweetheart. Also, the carriage is apparently coming here early, so we really are making good time."

She said nothing more, leaving behind the suitcase as she went inside his house (or was it their house now?), wondering about the time of day. It was still sunny out, but it was waning, so morning was starting to turn into afternoon.

It was only a few moments after Emerald came out of their house when he noticed the carriage come into view. He wasn't sure if time was running fast or if the pegusi really were early, but thoughts regarding that became a mute point when he got a better look at the carriage.

First and formost, he had seen one's like the one that was starting to decent on his front lawn, but only because they were large; it was the skycarriage version of a limousine, sleek and long, with ten stalwart pegusi who looked like they were rejected from the Royal Guard for being too muscular to fit in the armor pulling it.

"Celestia, Gleam." he said breathlessly, "I'll still have a house to come back to in three days, right?"

She giggled and let him walk into the glamorous carriage first, picking up her suitcase to add with the small collection of bags that were now floating around her.

"Of course, Sword." she said calmly, almost remarkably so, considering how she was bouncing a few minutes ago,

A butler opened the door for the stallion, who quickly found himself inside one of the nicest places he had ever been in. The cushions that made up the interior were as soft as fluffy cloud underfoot and, to his amazement, they were clouds. The entire metal interior of the carriage seemed to somehow hold a thin layer of cloud close to it without making it touch, like some sort of weak magnetic effect.

"Hey, going to let me in or are you going to ogle the room?" Gleam said behind him, causing him to quickly find his way to one of the surprisingly warm cloud-couches that ringed the room.

"Of course, of course." he said quickly, causing Gleam to laugh at his expense and hover in the stuff trailing behind her.

After they both found themselves on the same couch, Sterling saw something he never associate with Gleam in her eyes, something that made him anxious and deeply, deeply happy.

Lust.

"Hey, Sword, I have a idea. Want to lay on your back and close your eyes for me?"

The way she said it made his spine tingle. There was something primal in that wonderfully sexy voice of hers that he was unfamiliar with, despite all his knowledge.

But he did what he was told. That line of action worked wonderfully in this relationship, considering that things usually went well for him after he did so.

A few moments after he closed his eyes, he felt two hooves press against his thighs, followed by the sensation of warm, hot breath on his crotch.

Yep, he was right.

"Now, don't open your eyes." he heard Gleam say, as seductive as he could have imagined her to sound. It almost sounded like she was purring.

"Of course, your Highness." he replied, voice sounding achy with anticipation. This was it, this was the moment when there relationship hit it's roo-

He couldn't continue thinking along his prior trail of thought, because he felt something long and wet find itself touching his dick, which, due to the new stimulation, was now standing at attention.

"Ffff....Em..." he managed to make out before forcing himself not to open his eyes, "what...this is...amazing..."

She did not respond, but he felt her take another long lick around the tip.

"Hmmhmm." she hummed in approval. "Keep your eyes shut."

He never thought that closing ones eyes would be such hard thing to do, but it was clear that she was toying with him. With the way she starting to lap at his penis, one would think she was just playing with him, like he was a toy.

He chided himself for thinking such a stupid thought. After all, he reasoned, she was the one who was offering to do this!

For a few seconds, he felt nothing touch his newly wetted, newly sensitive meat pole. The air was cold in the carriage, and he knew this had to be some sort of test. Some sort of-

He nearly let out a gasp when a very warm, very firm mouth suddenly took in almost his entire shaft in one swift motion, causing him to moan feebly and put his hooves over his eyes. This was too much.

"Oooh, Gleam..." he groaned, trying not to sound like he was being a foal here. It was a blowjob, and even if it was a incredible one, he knew that, if he wanted to be impressive, he needed to seem like he wasn't being the sensitive partner here.

She didn't answer directly, but she didn't need to. He felt her mouth move agonizingly slowly up his member, her tongue feeling slightly rough but simply fantastic on the underside of it and the rest of her mouth compressing itself around his pole like it was vacuum-sealed tight, all while her tongue was massaging what seemed to be it's entire length. After a few eternal unforgettable moments, he felt her lips find there way around the tip, her tongue swirling around it like it was trying to get as much pre off it as possible.

Sterling breathed out, and was glad he did so then, because he felt himself gasp for air when her entire mouth enveloped his member in her mouth, again, that amazingly flexible tongue of her's somehow making long, rough circles around the entire shaft.

"I'm going to....come!" he said, between quick breaths for air.

To his mild surprise and pleasure, she didn't remove her mouth or even stop swirling her tongue around his dick when he came, loads of pent-up seed emptying out of him as he had one of the strongest orgasms he had ever had in his life, and it was a few seconds after the fourth and final time he came when she opened her mouth and let his softening member free.

"You can open your eyes, now." she said, sounding remarkably unfazed.

He opened his eyes, breathing heavily. There she was, the mare who was probably going to be with him for a very long time, with a satisfied, almost indulgent grin on her face after swallowing his loads, eye's bright and happy and hair only slightly matted.

It was that moment when the pegusus who let them inside the sky limo opened the door, signaling wordlessly that they had arrived to the Trodderdale .

Sterling Sword didn't even notice that they were moving the entire time.

"Ah, thank you sir, we will be on our way." Gleam said happily, all of her belongings quickly finding themselves in her grip as she started to trot out of the sky limo, stopping when she got a good distance from it.

Sterling looked at the pegusus, blinking once when he noticed the stallion barely reacted to the fact that he was sprawled on his back, flaccid penis touching the cloud slightly.

The stallion said nothing, only motioning for him to leave the limo while rolling his eyes.

Sterling did so as quickly as he could, not really willing to look him in the face as he trotted off to his marefriend.

"Guess what?" she said, sounding unusually hyper.

"Yes, your Highness?" he replied, feeling a little lightheaded with all of the blood returning to his body, where it rightfully belonged.

She paused, giving him a appreciative look, "What I just did is the least of what we are going to do here."

He looked up at the gold-painted monolith that was the Trodderdale hotel, up until he saw a large section of windows that were nearly invisible to anypony on the ground. The half-legendary master suite. That was where he was going to be having sex with the most wonderful mare in Equestria for three days straight.

He looked at the black-coated mare, who was just giving him a reserved smile as she stood near the entrance, one he usually expected to see on her, and grinned widely back as he broke into a swift trot in order to reach her.

This was going to be the most memorable three days of his life.