Kindness: Re-edited Edition

by PlumBuckeredOut

Rating: mature
Tags: Non-consensual, Fluttershy, Sex, My Little Pony: Friendship is Magic, Dark, Death, Alternate Universe, Romance, Changelings, Original Character, Porn, Fetish
Length: 7916

Fluttershy bares more than her element in this clop-fic.

A seemingly peaceful stroll in the Everfree Forest, turns terrifying as Fluttershy encounters a Changeling lost from the big wedding that is in need of a "foal sitter".

...He might have brought some backup.

**Edit** Thanks to everyone/everypony for 220 likes, and 6,000 views!
WARNING:
This story contains corruption, mind control, breeding(pregnancy), and rape (non-consensual sex)
depending on your choices!

Interested in adding your ideas to the sequels? Post your general kink ideas here... and specific pone ideas here!

Published 2013-12-07 04:50:05 UTC
Last updated 2016-03-23 02:31:49 UTC

Prolapsed Prologue

Ch. 1: Miss Pignolia's Triple Truffle Surprise

Fluttershy let out an open mouthed yawn. She leaned up from her couch.

"Angel Bunny?" She hummed out in another yawn. She rubbed the back of her fore-hooves against her lids to jog them awake. Her cottage was oddly quiet, in fact she couldn't remember the last time Angel Bunny let her sleep so long. Her belly gave a low groan and she clenched it with a hoof.

"I must have slept through breakfast... I never sleep through breakfast!" Fluttershy thought as she started to trot to the kitchen, but the weight of her gut took her by surprise, it pinned one of her legs to the floor.

"No!" Fluttershy gasped as she fell.

She clenched at her girth as she felt it move on its own intuition. No hunger had ever felt like this and she inspected her bulbous belly further to see it was multiple beings that were pushing against her womb. They scrapped apathetically against her womb's thick skin. She knew the stillness of her cottage was a clue, but the now present haze of yesterday left her stupefied.

."What is inside me... " She moaned sorrowfully, she searched her thoughts anything that would help her remember past giving her marehood to Big Macintosh yesterday... was that yesterday? It felt off, as if she had been asleep for days.  She slowly turned her head to see a very important clue standing above her worriedly. It was a Changeling.

The Changeling bowed to her and hummed happily. "I'm happy to see you've awakened from your slumber, my queen."

"Qu-Queen?!" Fluttershy gulped as her amnesia left her so fast a splitting migraine consumed her as it replayed her lost memories.

      ---------------------------------------------("Yesterday"-Afternoon)--------------------------------------------------

"Don't worry Angel Bunny, it's just a quick walk. I'll be alright." She said motherly as she gave him a hug. He gave a few worried squeaks and Fluttershy smiled softly, adding "I highly doubt that Angel, since Zecora has been coming and going from the forest easily. I know the wedding was just a few days ago, but I'm sure all the Changelings are gone. I told you that they flew off into the sunset and blinked like a star." Fluttershy put him down and pat his head. She tugged on her saddle bags once more and headed out into the Everfree Forest.

She remembered the spot where the spotted truffles liked to grow in patches, it was just a left from the poison joke

fields, then a right from Zecora's hut... Where was her hut again? Fluttershy stopped. She looked behind her. She couldn't see her cottage. She gave a deep gulp and sighed softly, her ears twitched, heightened by her fear to the sound of hoof steps. She cowered in a large shrub.

"I see one must still learn, that the paths in this forest can easily twist and turn."

Fluttershy sighed as she peeked her head out from the bush. "Thank goodness you found me."

"A bewildering thought, why one with wings doesn't consider flight, then you could see my hut with unneeded fright."

"I would have considered it if I hadn't gotten one of them hurt when I fought the Changelings at Canterlot."

"I remember hearing from gossiping lips, come to my hut and I fix your wing... and I'll have no quips."

"I guess Miss Pignolia is going to have to wait on her triple truffle surprise." Fluttershy mumbled despairingly.

Zecora's was wearing her brown robe, the one she used to wear into Ponyville. The zebra placed a hoof gingerly to Fluttershy and lead her back to her hut.

"Silly me for forgetting, I left my house in quite a mess. Wait out here for a moment so I can assess-" Zecora close her door too fast for Fluttershy to see inside. She weaved her glance through the leaves and trees to see what time it could be, it had been too long Fluttershy thought as she looked to the patches of orange sky above her. She waited and waited and soon grew restless enough that she puffed up her chest and knuckled as hard as she could on the door, well she would have if she hadn't closed her eyes. All she was doing was punching the cool air.  She squeaked angrily at herself and, peeked into one of the windows.

Even though the hut was practically pitch dark Fluttershy could tell it was still a mess, even after all that waiting, but Fluttershy couldn't wait in outside the forest forever. She focused her eyes to lights of jarred lightning bugs scattered around Zecora's cauldron. She saw a figure move by the jars. Fluttershy opened the door squeamishly. "Zecora... I'm sorry for barging in like this but I really must be going, I'm sorry for taking up your time."

A gagged cough lingered as a figure emerged. "Not at all dear friend please take a seat... Just working on a salve for your tired feet."

"But my feet don't hurt... " Fluttershy said bemused.

"Is that so? Forgive me then, as my thought seems to come and go." Zecora mumbled haphazardly.

"Why are the lights out?" Fluttershy asked cautiously.

"From time to time the bright light from a fire hurts my zebra eyes. The remedy is simple, use the gentle light from fireflies. But I can understand your concern, soon it will be moon's turn. Tell me once more your ailment, so you can be on your way."

"My wing." Fluttershy said as she moved her body closer so Zecora could inspect.

"I have just the thing." Zecora said plainly. Her hoof rubbed a numbing slime, that made the Pegasus moan happily as it eased her pain. The zebra's hooves began to rub lower on the wing, until Fluttershy couldn't tell if she only had one wing. The sensation left Fluttershy wobbly, and motion-sick.

"Zecora..could-" The zebra placed a large glob of the slime to the other wing, working it in until Fluttershy felt wingless. It was a feeling that left her scared, but also relieved. She smiled graciously to Zecora. "Thank you so much!"

"Your welcome dear Fluttershy, but do you agree, for my services on your wings I should ask for a fee?" The zebra chuckled softly as she disappeared into the darkness of her hut.

"I... I guess... " Fluttershy squeaked. "I didn't bring any bits with me... could I pay you back?"

"You think simple currency can pay for what you have received? What I need is larger... what I desire can't be bought you see. I need you, and your talent to nurture and care. I have children that need someone suitable, like you dear." Zecora's voice grew darker.

"I-I never knew you had children here... are you sure they are safe in the forest?" Fluttershy made her way to the firefly jars.

"No dear fluttershy, they won't be safe here at all... That's why I need your help." Zecora leaned in close to Fluttershy. The pegasus pressed back onto the wall she nervously kicked some of the jars as she slipped. Her eyes widened as the bugs flew into the Zebra's hood. Their light was strong enough to show that Zecora's neck was bare. Before Fluttershy could gasp or scream, Zecora's eyes blinked to full aqua compound eyes. She hissed a green mist into the pegasus' snout that forced Fluttershy to sneeze to no avail as the mist had already started in its work.

It was an anaesthetic, though it wasn't strong enough to put her out cold, it was reeking havoc on her sight and smell. Fluttershy couldn't understand why there were Changelings in the Everfree Forest... maybe just one Changeling, but that wasn't important right now. She had other things on her mind right now, like the Changeling drooling above her. She cumbersomely moved to the door, the faster she tried the slower  her muscles reacted. She heard the Changeling follow beside her, watching her crawl to the opened door. It gave a low hiss and spit a large ball of slime to the door's sill. Fluttershy ducked her head, gasping as droplets of the vile goo splash her fore hooves.

"This is it... " Fluttershy thought hopelessly. "I'm going to become Changeling food!"

Ch. 1: Miss Pignolia's Triple Truffle Surprise (v.8)

Ch. 2: Oh...M-my!

      (This chapter contains rape, breeding, torture and corruption. If you do not like any of those...Sorry?

For those interested only in clop, not plot please go here)

     ==============================================================================

Fluttershy shrieked as the Changeling leaned in close to her. Its breath was warm as it dug its fangs deep between her shoulders.

"Ow!" Fluttershy moaned, her eyes winced as she heard the Changeling flare magic from its horn. She cringed as the Changeling groaned painfully beside her. Effortlessly It turned Fluttershy to her back. It leaned in, closer and closer until its lips pressed softly to hers. Fluttershy moaned sheepishly. Was it toying with her, like a cat with its prey? She choked on the Changeling's saliva as its forked tongue broke through her jaw's clench, and slid its slimy tongue around her dry muscle. Its saliva tasted odd, like mud or rich soil and was distastefully hot. She shuddered in disgust when she realized she was tasting blood from the Changeling's fangs.

She turned away in vain as the Changeling only moved closer to her, cocking its head above hers as it hissed longingly at her with eyes of compassion, unlike the Changelings she fought at Canterlot Castle. Her mouth gaped wide, speechless as she felt its sex slide along her labia. The arrant size of its shaft left Fluttershy feeling lithe in comparison, its shaft's girth alone might be able use her throat as a sock. 'So this is what it meant when it asked for a home...wait-' Fluttershy grimaced. "...I didn't agree to this! " She squeaked. The Changeling ignored her and leaned its body to hers with a quick rub of its whole member on her stomach. It brushed its stiff balls along her shy clitoris as the two stared into each others eyes. She felt the Changeling's breathe become cool like mint.

She let out a soft moan as her frantic mind calmed. It let out a longer breathe, this one left her skin warm as she inhaled. She flinched to the sudden heat letting out a quick pant. The Changeling lunged to her open lips and roped its tongue to hers tightly. It sprayed her throat with a thick mist that forced Fluttershy to fling her neck back and gasp for air. As it kept her mind occupied patiently it prodded its tip into her slit, inching its girth in, getting her hole prepared. When Fluttershy noticed the Changeling's encroachment of her sanctum, her sex's greed sent Fluttershy into tears. The Changeling glared distraught at her perseverance, it was more than impressed at her resistance to Changeling magic. Even as her slit had become slick to the mist's aphrodisiac properties. 'There must be something else this pegasus requires to germinate.' It thought admiringly.

"No." she moaned, her face becoming warm. A second slow rub of its shaft on her, left her labia drooling in desire. She felt ashamed, how could she like this? She wanted to be with anypony else, not a Changeling! As the moon's light shimmered in through the hut's windows she could make out her rapist's features. Its body was long yet toned, like Prince Blueblood or better yet Big Macintosh. She wondered why this changeling looked so different compared to the thinner drones that aided Chrysalis, but her mind snapped back to reality as she felt it penetrate her. It caressed its snout to hers as it slid the rest of its length deep inside her. Fluttershy let out a deafening shriek as the Changeling's hissing altered into an audible moan. She watched it transform into Big Macintosh, she stared bewildered. Was it reading her mind? The Changeling pulled out halfway only to ram back in sharply. Fluttershy cried in pain, head curling back to her neck as she stared at the ceiling. Its shaft climbed deeper each time it plunged its meat into her tight slit. She wept tears as her eyes made out the shape of a sac secured tightly to it, undoubtedly the true Zecora.

The Changeling roughly tugged her head back to its view, away from the ceiling as it pumped its meat faster, and with better precision. It shot out a fine mist of precum as it reached as deep as it could and rested its cock in her, letting the mist coat her tubes and it hoped, her eggs. She closed her eyes as she felt her womb throb in ecstasy in its inexperience. Fluttershy whimpers increased when she could hear the sound their juices mixing. Until then she had been practically chewing on her lower lip to prevent her from moaning, from showing any sign of pleasure. But she also knew it was worthless to try, as it could hear her thoughts, and inside there she was begging herself to be quiet. As every full push the Changeling gave the more her lip swelled, until the Changeling roped its tongue back into her mouth, and let the coy Pegasus' joy echo through the still hut. To Fluttershy it felt like hours of guilt-ridden joy washing over her body as the Changeling's alien-grooved member rubbed, twisted and tugged her marehood in every crevice. After all that elapsed time even her predator was panting, as if unable to climax. Truth was he needed her to climax, and he was eager to fix the issue.

The sheer amount of involuntary gasps and moans had forced Fluttershy to hyperventilate in order for her to breathe. Even with the desirable length and the exotic grip its shaft held over her, the heart-pounding rhythmic throb from her engorged clitoris was making it impossible to fully give into its demands. The Changeling craned his neck to her displeasure, smirking when it found out why. It focused on its tongue letting it become long enough to lick at her clit. Fluttershy banged her head hard to the dirt floor, as drool began to puddle from her constant panting mouth. She felt her thighs shamelessly assist the Changeling as best they could. She wholeheartedly loved what the Changeling's meat could do, yet she wished she had listen to Angel Bunny, that she was able to tell Pignolia that Everfree truffles were just simply too dangerous to get no matter if it was her birthday...yet a more frightening thought soon probed her mind. What would her friends say?

Fluttershy groaned greedily as the Changeling retracted from her, as she was inches from carnal nirvana.

"You-Promised home." The Changeling grunted to her. She flushed hotly at Big mac's giant green eyes, as she reminded herself that this wasn't him.

"I P-promise Zecora-" Fluttershy corrected in between pants. She shamelessly forced her thighs forward to rub her labia against the Changeling's eager shaft.

"I ask you now...They need home." It noticed her desperate attempt and leaned in closer letting his shaft slide along her drooling slit.

"I..Change back to yourself. I can't listen to Big Mac ask me this!" Fluttershy cried. The Changeling nodded, reverting to its black form.

"It is imperative that my kind survive...Help us." Its voice becoming more pronounced, yet eerie like his queens.

Fluttershy's body twitched, she could understand it? Nothing seemed to be making much sense, never mind thinking critically under her sexual duress. "B-but you've already taken my marehood...why not 'get rid of me'...l-like Zecora!" she yelled.

"Because you are kindness...known for her understanding and compassion..." The Changeling hung its head low. "I planned for this night...I became lost, but then I followed you. I learned your routine, found who you wanted to be with...The Zebra is in no danger, merely in a hibernation cocoon."

"W-what was wrong with her...I mean why did you have to take me?"

"She's not the right age, nor the bearer of kindness." The Changeling insisted. "I needed you...Chrysalis has long been leading my kind on path of disharmony, but we were different. We were even accepted...I'm sorry I've failed to prove otherwise."

"So...you mean to tell me if I birth these Changelings...they won't be like your queen's?"

"You'll be their queen...they'll adopt your beliefs."

"I-I don't know if I can believe that."

The Changeling shifted back to Big Mac. "Luckily...that doesn't matter." it sighed. Thrusting itself back into her salivating hole. Her body bounced as it ravaged her ridges, it panted exhaustively as it pressed itself for quickness, gritting its fangs to the stress. It elongated its tongue again, and fluted her clit. Fluttershy writhed in euphoria, she felt her womb release and rush its fluid to greet the incoming seed. Fluttershy watched as his shaft swelled even larger in size and its once prominent pair of balls began to shrink. The Changeling grunted loudly, it exhaled in a long-winded moan of satisfaction. "My kin...will live." Its hot pre-cum jetted into the Pegasus. The Changeling let out rhythmic painful sighs as it had crammed ten eggs roughly larger than a chicken's into the deep sleeping Pegasus.

"Don't worry my queen...I'll watch over you 'til you awake." The Changeling whispered as it began to wrap his new queen in her own hibernation husk.

Ch. 2: Oh... M-my! (v. 2)

Ch. 2 V. E.O: Oh...M-my! (Explicit Only)

((This chapter contains rape, breeding, torture and corruption. If you do not like any of those...Sorry?))

     ==============================================================================

Fluttershy shrieked as the Changeling leaned in close to her. Its breath was warm as it dug its fangs deep between her shoulders.

"Ow!" Fluttershy moaned, her eyes winced as she heard the Changeling flare magic from its horn. She cringed as the Changeling groaned painfully beside her. Effortlessly It turned Fluttershy to her back. It leaned in, closer and closer until its lips pressed softly to hers. Fluttershy moaned sheepishly. Was it toying with her, like a cat with its prey? She choked on the Changeling's saliva as its forked tongue broke through her jaw's clench, and slid its slimy tongue around her dry muscle. Its saliva tasted odd, like mud or rich soil and was distastefully hot. She shuddered in disgust when she realized she was tasting blood from the Changeling's fangs.

She turned away in vain as the Changeling only moved closer to her, cocking its head above hers as it hissed longingly at her with eyes of compassion, unlike the Changelings she fought at Canterlot Castle. Her mouth gaped wide, speechless as she felt its sex slide along her labia. The arrant size of its shaft left Fluttershy feeling lithe in comparison, its shaft's girth alone might be able use her throat as a sock. 'So this is what it meant when it asked for a home...wait-' Fluttershy grimaced. "...I didn't agree to this! " She squeaked. The Changeling ignored her and leaned its body to hers with a quick rub of its whole member on her stomach. It brushed its stiff balls along her shy clitoris as the two stared into each others eyes. She felt the Changeling's breathe become cool like mint.

She let out a soft moan as her frantic mind calmed. It let out a longer breathe, this one left her skin warm as she inhaled. She flinched to the sudden heat letting out a quick pant. The Changeling lunged to her open lips and roped its tongue to hers tightly. It sprayed her throat with a thick mist that forced Fluttershy to fling her neck back and gasp for air. As it kept her mind occupied patiently it prodded its tip into her slit, inching its girth in, getting her hole prepared. When Fluttershy noticed the Changeling's encroachment of her sanctum, her sex's greed sent Fluttershy into tears. The Changeling glared distraught at her perseverance, it was more than impressed at her resistance to Changeling magic. Even as her slit had become slick to the mist's aphrodisiac properties. 'There must be something else this pegasus requires to germinate.' It thought admiringly.

"No." she moaned, her face becoming warm. A second slow rub of its shaft on her, left her labia drooling in desire. She felt ashamed, how could she like this? She wanted to be with anypony else, not a Changeling! As the moon's light shimmered in through the hut's windows she could make out her rapist's features. Its body was long yet toned, like Prince Blueblood or better yet Big Macintosh. She wondered why this changeling looked so different compared to the thinner drones that aided Chrysalis, but her mind snapped back to reality as she felt it penetrate her. It caressed its snout to hers as it slid the rest of its length deep inside her. Fluttershy let out a deafening shriek as the Changeling's hissing altered into an audible moan. She watched it transform into Big Macintosh, she stared bewildered. Was it reading her mind? The Changeling pulled out halfway only to ram back in sharply. Fluttershy cried in pain, head curling back to her neck as she stared at the ceiling. Its shaft climbed deeper each time it plunged its meat into her tight slit. She wept tears as her eyes made out the shape of a sac secured tightly to it, undoubtedly the true Zecora.

The Changeling roughly tugged her head back to its view, away from the ceiling as it pumped its meat faster, and with better precision. It shot out a fine mist of precum as it reached as deep as it could and rested its cock in her, letting the mist coat her tubes and it hoped, her eggs. She closed her eyes as she felt her womb throb in ecstasy in its inexperience. Fluttershy whimpers increased when she could hear the sound their juices mixing. Until then she had been practically chewing on her lower lip to prevent her from moaning, from showing any sign of pleasure. But she also knew it was worthless to try, as it could hear her thoughts, and inside there she was begging herself to be quiet. As every full push the Changeling gave the more her lip swelled, until the Changeling roped its tongue back into her mouth, and let the coy Pegasus' joy echo through the still hut. To Fluttershy it felt like hours of guilt-ridden joy washing over her body as the Changeling's alien-grooved member rubbed, twisted and tugged her marehood in every crevice. After all that elapsed time even her predator was panting, as if unable to climax. Truth was he needed her to climax, and he was eager to fix the issue.

The sheer amount of involuntary gasps and moans had forced Fluttershy to hyperventilate in order for her to breathe. Even with the desirable length and the exotic grip its shaft held over her, the heart-pounding rhythmic throb from her engorged clitoris was making it impossible to fully give into its demands. The Changeling craned his neck to her displeasure, smirking when it found out why. It focused on its tongue letting it become long enough to lick at her clit. Fluttershy banged her head hard to the dirt floor, as drool began to puddle from her constant panting mouth. She felt her thighs shamelessly assist the Changeling as best they could. She wholeheartedly loved what the Changeling's meat could do, yet she wished she had listen to Angel Bunny, that she was able to tell Pignolia that Everfree truffles were just simply too dangerous to get no matter if it was her birthday...yet a more frightening thought soon probed her mind. What would her friends say?

It elongated its tongue again, and fluted her clit. Fluttershy writhed in euphoria, she felt her womb release and rush its fluid to greet the incoming seed. Fluttershy watched as his shaft swelled even larger in size and its once prominent pair of balls began to shrink. The Changeling grunted loudly, it exhaled in a long-winded moan of satisfaction. "My kin...will live." Its hot pre-cum jetted into the Pegasus. The Changeling let out rhythmic painful sighs as it had crammed ten eggs roughly larger than a chicken's into the deep sleeping Pegasus.

"Don't worry my queen...I'll watch over you 'til you awake." The Changeling whispered as it began to wrap his new queen in her own hibernation husk.

Ch. 3: The Rules to Rule

Ch. 3: The New Kin

           ---------------------------------------------(Present Day-Afternoon)---------------------------------------------

             ==========================================================================

Fluttershy clenched her teeth tight as she felt the whole brood try to climb out of her at once. "No...." she moaned again, panting in heavy gasps. She tried to remember the advice she gave her first hens. Deep breaths, followed by short presses.

"My queen."  Fluttershy turned her head toward the Changeling from the hut. It walked slowly to her overstuffed womb exhaling a spicy iridescent mist as he kissed her forehead. "They are close to hatching, Fluttershy."

"They're too many..." She gasped. She tried to get herself up, but the sheer weight of her babies had put her pinned leg to sleep.

"That is the smallest brood you could deliver." The Changeling grunted. It rose and returned to her side with one of its hoof holes filled with a bouquet of flowers. "You must be hung-" Fluttershy snapped her mouth full of the flowers, slurping the stems down awkwardly as she chewed the whole wad and gulped graciously. "More?" it asked. Fluttershy replied with a fast nod. When he returned with another bouquet of flowers, Fluttershy had gotten back on her couch. It hoofed them over to her and she ate these flowers slower than the first.

"A-are you going to be spending a lot of time here?" Fluttershy inquired.

"No. I plan to return as always, at sunset." The Changeling said.

"Where are my animal friends?" Fluttershy asked.

"I told all of them that you weren't feeling well and needed to spend a long time alone to recuperate. Your rabbit was the hardest to convince-but after he watched you sleep for a while, he accepted it."

"That's Angel Bunny...Do you have a name?"

"Remnant." The Changeling said mournfully. "I was one of the late queen's prized studs."

Fluttershy frowned at the idea. Remnant cleared his throat. "I didn't mean anything by it, Fluttershy...it just slipped off my tongue." He calmly stated. He placed his ear to her girth, as a smile slowly stretched from his lips. "I already know they will be kind-hearted. They sensed your pain and have calmed down considerably since your feeding. Tomorrow will be very busy."

"Maybe they were hungry too?" Fluttershy reasoned, she shyly peaked at his inner thighs which cradled a flaccid stub of meat that left Fluttershy second guessing if this was the same Changeling from the hut. Remnant sat down, pulling his thighs tightly together as he witness her admiring his dick. "On the subject of studs...." Fluttershy awkwardly mumbled on. "I...I don't understand...well in Zecora's hut you were just...so...so-" She stumbled.

Remnant tilted his head, squinting as he pieced together what little information he could gather from Fluttershy. He smirked wide as he explained."Oh...I had forgotten that ponies aren't asexual like my kind. What does your kind call us again?"

"Changelings."

"If there is no suitable queen, the higher ranking males will...adapt. It was jarring to say the least...like condensing water and oil so tight that they had to fuse as one. I knew I was male, yet I could feel larvae grow within me." He winced as he recalled the feeling,  sorrow breifly tainted his thoughts about what he had done to Fluttershy, her element was more powerful than he fathomed.

Fluttershy coughed softly as  he caught Remnant's obvious discomfort. "Like clown fish?"

"Maybe." Remnant shifted his view away from Fluttershy and sighed. "I should leave early today...I'm worried another deserter might pick up on my scent."

"H-how many Changelings do you think are in the forest?!" She asked worriedly.

"If we are lucky, none. But a starving Changeling, no matter their age can smell...love." Remnant kept his face affixed looking out the window, unwilling to see Fluttershy's reaction to his shameful truth.

"I think it would be best for our children...if you stayed." Fluttershy said reassuringly. She placed a hoof to his shoulder hoping he would turn to face her. Remnant fangs poked through his smile as he looked to Fluttershy. Her eyes were dull as if void of pure reasoning.

"But my-" Fluttershy shushed him sweetly.

"When you served under Queen Chrysalis...was their any love between you and her?"

"No." Remnant said bluntly. His eyes linked to hers as he caught on to her words. "You want to see what will happen if the children are surrounded by love?" Fluttershy nodded softly. She wrapped a hoof around his neck and pulled him in close. Remnant didn't need anymore of a hint, he laxed his lips for his queen. The two hyperventilated as they exchanged kiss, spit and tongue.

Fluttershy silently noticed as Remnant's cold insectoid eyes changed to a kinder almost equine shape. His holed ears grew in fullness and his fanged teeth lost their imposing sharpness. Her instincts were right, without the feeling of love Chrysalis had changed her kind, but not permanently. She wondered if Remnant could be changed permanently from her.

Remnant lunged himself away from her, as his features reverted to normal. "What did you do to me!" He growled bitterly.

"I-I did nothing, nothing but what you were doing...kissing!" Fluttershy quivered. She tried her best to scrunch her body into a ball.

He bit his lip, bowing his head low as took a deep breath."I felt myself change, I wasn't in control...I felt weak and lonely." He said, regaining his composure. "Forgive me Fluttershy."

Fluttershy peeked her head out. She didn't know why, but she trusted him. She wiggled her body to his side of the couch. "That's because you felt love. I'm not sure how the elements of dis-harmony work, but I know well enough that harmony relies on the balance of others. You must have felt something like that..didn't you rely on your other Changeling...kin?"

"No...never. If we fell, then we were left to our own. Queen Chrysalis never instilled this need, she could simply breed more." He looked up to her with a lost expression. "How do you overcome this weakness? Is their a sacred magic, or blessing?"

Fluttershy giggled softly as she heard Remnant speak of the Elements of Harmony like invisible tenets. "Everything, not just ponies use Harmony. Mother bears share their food with their cubs, and dogs and other pets are loyal to their keepers. I don't think you see harmony as real as it is. That so called weakness you feel, might just be from not understanding how you feel..." She brushed her snout to his. "Instead of believing it makes you weak...what if it was another word? Like camaraderie."

Remnant's twitched his ear and lowered his gaze as he went into thought. "I think I understand..."

Fluttershy wriggled her numb leg loose as Remnant helped her up, and by using both of their wings she successfully landed over to her bed. Remnant adjusted a pillow to her back when she was finally comfortable Remnant tucked his body low under her bed and curled his legs together. He gave a shallow sigh as he changed into Fluttershy's favorite bunny.

Fluttershy squinted her eyes as she suddenly jerked awake. She could feel them, her children violently pushing in every direction. Yet she couldn't scream, or shout not even moan in agony. Her mouth was stuffed with a familiar green ooze that left her tongue stiff and numb. The slime was sickeningly sweet, yet overly salty. It was toying with her sense of taste, which was making Fluttershy hungry for real food. In the corner of her hazy eyes she saw Remnant's deep aqua eyes...only there was another pair of aqua eyes, she watched this pair of eyes lower. Remnant flung with a loud *crack* into the wall. The other Changeling flew on top of Fluttershy.

It widened its eyes as its belly rubbed against hers. It placed its tongue distastefully into the gel until Fluttershy could feel the warm air from it rushing into her throat. An involuntarily cough caused the extra gel to splash into the invading Changeling's face and It lowered its eyelids in anger. It took a deep exhale, and with its inhale Fluttershy wheezed sporadically as the Changeling feasted off her love. Fluttershy teared as it readied itself for an even bigger feed. Whatever warmth the intruding Changeling provided was all Fluttershy had, even her womb lost its warmth. It tugged its head up with its next inhale like a robin fighting for spring's first worm. Fluttershy felt her body raise up with the invading Changeling's tug. Then it stopped.

It hunched itself on Fluttershy's round mound, sticking its tongue out lazily. It had eaten so much, that it put itself to sleep. Fluttershy stared at its eyes that weakly tried to stay open. Soon its head tilted and it dozed off. Fluttershy raised her blanket to her snout to muffled her sobs, and pants of breath as her warmth pulsed back into her.  Her eyes looked over to Remnant who was barely moving. Her body shuddered in pain, with all the excitement she wouldn't be getting anymore sleep. No matter how she moved, the napping Changeling wasn't going anywhere without first waking up. All Fluttershy could do was stare at her intruder.

The room had been still for a few hours or so 'til Remnant lifted himself on to her bed quietly, he opened his mouth and bit hard onto the Changeling's neck, just before its chitin. The Changeling hissed wildly, failing its head at Fluttershy. She winced her eyes, tugging her sheets over her eyes as she screamed. The two Changelings thudded to her floor. They exchanged primal hisses and growls, until a pained yelp echoed throughout the cottage.

Once more a Changeling hopped up on to her bed. Fluttershy had pressed a pillow to her ears while the two had fought, she cracked out a cry as she felt movement on her bed, tears already moistening her pillow.

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Select your darkness level!

Kinda Dark  or  Darker Than Black

                                                 (for some happiness)           (for the story to end!)

           ======================================================================

Ch. 3(A-1): The Old Ways

Ch. 3.5 V.1: Birthright

A soft shushing came from the Changeling above her. "He will hurt you no longer my queen." Remnant said. Fluttershy peeked out from her sheets, relieved that the danger was over. Remnant leaned in to kiss her, but Fluttershy shrieked hiding under her sheets again. Remnant tugged the sheets from her mouth and locked his lips to hers tightly. She squirmed frantically until she felt her warmth rush back into her, she teared up as she calmed down. Opening her eyes when Remnant had removed his lips. "feeling better my queen?"

Fluttershy nodded. She twitched uncomfortably she felt the brood awaken. She groaned under the strain they pressed on her. Remnant gave a soft hiss as he his tongue licked her hot labia. Her leg twitch involuntarily.He plunged his tongue in snaking it along her walls into he felt the soft membrane.  "Remnant..." she gasped. Her body was already overworked, just the sensation of his tongue made her gaping slit leak, which helped slide the overloaded sac down closer to her vagina. The real struggle would be passing out the membrane that held ten squirming foals.  "I don't think I can keep them any longer." Fluttershy cried. Remnant pulled his tongue out and readied his mist along her enflamed sex. He inhaled a quick scent from the foals and scowled to the tasted.

"I agree, but I'm not sure if now is a good time."

"W-why not?"

"They're still riled up by the other Changeling's scent...they want to revert."

"No!" Fluttershy gasped, biting a hoof to the pain. 'Wait-' She thought. "That's alright Remnant."

"Fluttershy." He said concerned.

"If that's how they want to be...then that's just how I have to accept them. They are my children, and I'll love them no matter what." Fluttershy said calmly. Her back spiked with pain as she mustered her strength deep in her thighs. Remnant transformed into a familiar white-furred nurse and coached his queen along.

"That's it dear, unlike pony foals we need long pushes. I can see the sac emerging now."

Fluttershy grasped for Remnant's hoof as she shuddered with her next push. The skin on her face, damp from tears and sweat grew paler as Fluttershy felt her gut twist. When she was in Zecora's hut, she felt the oncoming danger, she understood that Remnant, no matter how noble his idea was...he had violated her. He had taken her, and here she was releasing her rapist's new brood. Her mind was finally thinking with clarity, as if all she had been before this moment and her rape was just an avatar of her element. Since then she spoke out with sickenly naive kindness, this wasn't being a doormat. She had become little more than his slave.

Remnant turned to Fluttershy and grinned darkly at her devastated expression. 'Looks like my old magic is fading...' He thought. He roped his hoof around Fluttershy's as he whispered "Almost there my queen." Fluttershy gasped as she expelled half of the flaccid sac. Her lips muddled between joy and nausea as she let out a brief spat of air and groaned in her labor. She shrieked as her back once more flared in pain. It stemmed out from her neck and trailed out into her wings...her wings? She had forgotten all about having wings after Zecora Remnant had placed his salve on them. But was it really a salve to heal her, if so then why did they burn now?

Another struggled push and the sac tossed to the floor. "You did a great my queen! The first brood is always the hardest..." Remnant kissed Fluttershy passionately as he rewarded her with exhales of his love energy coated in honey flavored mist. Fluttershy smiled dumbly at him as the absorbed energy felt like a slow drag of morphine that cooled her damp and fatigued body into a comfortable lull.

Ch. 5(A-3): Remembering The Past (v.4)

Ch. 4: The Nymphequi

Fluttershy awoke to the sound of her bird friends. Her body still sore, unwilling to even look as she thanked them...

"Remnant?" She whispered. Her eyes opened to see not just her bird-friends, but all her friends. "H-Hello everyone. What's the occasion?"

"How about those marvelous butterfly wings!" Rarity scoffed under her breathe in jealousy. Applejack jabbed a knee to the unicorn's side.

"More importantly, are you feeling alright?" The ranch-pony asked. Fluttershy looked more like Rarity than her normal buttery hue.

Fluttershy stared at them as their looks of worry intensified the longer she stalled. What would they think? Would she be discarded as a traitor, maybe even banished if Twilight told the princesses?! They would never understand, not even she understood what happened. So she would tell them all they could...all that she knew for certain. Rainbow Dash waved a hoof in front of Fluttershy.

"Hello! Earth to Fluttershy!" Fluttershy looked back to Rainbow dash, then to the others.

"Yes...I'm fine. I just met somepony that needed me...to watch over his foals."

The group turned to each other and slowly huddled in. She wasn't sure how, but she could hear each of them perfectly as they whispered.

"She's obviously still recovering." Twilight said.

"The poor dear." Rarity added.

"Think we should give her a get well party?" Pinkie giggled softly, readying her party cannon.

"The only remedy of a illness this bad is good ol' fashion rest." Applejack scolded. Pinkie pouted and hid her cannon.

"What if she is telling the truth?" Rainbow Dash asked softly."She's not exactly the lying type."

"I am telling the truth!" Fluttershy frowned angrily. "If you don't believe me, t-then you can all leave!" She huffed. The group gasped in shock.

"But Fluttershy you have-ta admit what you're saying is a little far-fetched." Applejack stated as the rest nodded.

Twilight added. "If you were talking care of some foals, while feeling sick-"

"I wouldn't watch over anyone's foals if I didn't feel well. I was ill...after watching the foals!"

"Darling if you caught something after taking care of some younger ponies that could have affected Ponyville School, and I live with Sweetie Belle. I could have been at risk! I can't be bed-ridden, I have a private party with Canterlot royalty in a week!" The group glared at Rarity, until she added. "...and what about Scoot-a-loo and Apple bloom they could have contracted this illness, and that could have made us all-"

"Well if-if you're all worried, then why did you all come and visit me?!" Fluttershy buried her head into her pillow as she began to cry. Maybe it was all just a very scary dream, from leaving her cottage to becoming a queen for a changeling that believed she could change his kind back. I did sound far-fetched...it did seem ill responsible for her not to tell Cheerilee. None if it sounded like what Fluttershy would do. Yet she felt..no she knew this was true. It had to be.

"I'm not sure about everyone else, but I came because when I needed your kindness, you were willing to help." A voice called from behind the crowd. Fluttershy's tears seized at the sound of that pleasantly familiar voice. Slowly the voice shuffled through the bears, beavers, birds and Flutter's pony friends. "I was in such a hurry that I forgot to tell you my name." Fluttershy already knew who he was. She turned to greet him, and was pleasantly taken aback by his altered form.

"My name is Zerene." Finally her somepony was there in her time of need. Somehow her friends just didn't understand her reasoning, surely he could make them see. "I'm terribly sorry that I my kids kept you up for whole days though, I'm here to assure your pony friends that no children at your school will be getting sick. She's come down with moth dew which turns feathered wings into butterfly wings...which she got from my foals innocently trying to heal her wing a few days ago."

The group sighed in relief, and only Rarity jumped right up to Zerene to ogle his exotic butterfly wings. Pinkie Pie let out a gasp of 'aw' as ten butterfly-winged foals floated past Zerene, then one by one They excreted an iridescent mist as they cuddled around their mother. Fluttershy stared lovingly to her foals, each one a mix of Zerene her color. Zerene gave a soft chuckle "They haven't yet controlled their abilities..my apologies, Fluttershy."

"It's quite alright Zerene, I'm just so happy I could help out. In fact why don't you stay with me. Uh-until you get your hooves settled in Ponyville of course-if that's okay with you."

"Why... how kind of you Fluttershy." Zerene gasped. He flew over to Fluttershy and kissed her happily on her forehead.

Twilight watched suspiciously at Zerene kiss to Fluttershy. She had read about the forgotten race of pony that hailed from the Kingdom of Nymphalidae. They flew by butterfly wings, and had a special magic unlike the three tribes. Although her book never explained what, Twilight was beginning to have an idea, but she wasn't going to act on gut instincts alone. She needed to study up. She didn't want another 'Mi Amore Cadenza' incident. With their fears sated the ponies headed back to their homes, and Zerene and Fluttershy resumed their cultivation for the Nymphequi.

Zerene knew one mother would not only limit his offspring's power, but his own. Fluttershy's infection to his moth dew would only last so long until she built up a resistance to the mist, but by then he was sure he would have more elements under his control, all if he was skilled enough.

Ch. 3(B-1): New Blood (v.2)

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Ch.4 (B-2): We Adapt

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Ch.5 (B-3): The Nymphlequi (v. 2)

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Ch.4 (A-2): Gossamer and Dew

Ch. 4 V.2: Bittersweet Love

A soft shushing came from the Changeling above her. "He will hurt you no longer my queen." Remnant said. Fluttershy peeked out from her sheets, relieved that the danger was over. Remnant leaned in to kiss her, but Fluttershy shrieked. She hid under her sheets once more. Remnant tugged the sheets from her mouth and locked his lips hastily to hers. She squirmed frantically until she felt her warmth rush back into her, she teared up as she calmed down opening her eyes when Remnant had removed his lips. "Feeling better my queen?"

Fluttershy nodded. She twitched uncomfortably as she felt the brood awaken. She groaned under the strain they pressed on her young hips. Remnant gave a soft hiss as his tongue licked her hot labia. Her leg twitch involuntarily. He plunged his tongue in snaking it along her walls into he felt the soft membrane.  "Remnant... " she gasped. Her body was already overworked, just the sensation of his tongue made her gaping slit leak, which helped slide the overloaded sac down closer to her vagina. The real struggle would be passing out the membrane that held ten squirming foals.  "I don't think I can keep them any longer." Fluttershy cried. He dug his snout into her slit and punctured a small hole in the membrane's casing. He lifted himself upright, watching Fluttershy as she squirmed for comfort.

"I agree." mumbled Remnant with a grin. He peered down one more to Fluttershy's slit. The beginning of his spawns' pod  had started to pierce its way out, until Remnant placed his hoof to the cacoon's tip and slide it back in. Fluttershy squirmed in pain, trailing a long-winded moan. She was oblivious to his hoofs rub against her sex's lips as she forced another push deep within her womb. Remnant only pushed the revealed pod back into her. He growled bitterly to her innocence as he barked "My queen...I don't think you fully realize what your children need now. You have provided them with shelter to grow...but now. Now your children require sustenance. How else are they going to grow strong and kind?"

Fluttershy stared at Remnant, had he forgotten their talk? "I thought- I'm going to raise them, and teach them the value of kindness... right?" She gulped.

Remnant's eyes gleamed eerily. He thrusted his hoof into her to the punctured part of the sac and scrapped his notched hoof-holes against it. "The greatest kindness you can teach them now, is by sacrificing your life." Fluttershy's body trembled as his words sunk deep into her mind. She really was going to be Changeling food, but this time she was going to be eaten from the inside out. She felt the pod crack open like dry leaves. After that... her mind grew numb either in panic or submission. She didn't need lights to know the figures protruding out from her flesh were her children... innocent looking moth-winged foals that were chewing with their bulbous heads to greet their dying mother's eyes. Some giggled and splashed in her inners as others still feasted. Her body became cold as the foals lapped up her pink essence. Fluttershy's eyes winced to a sensation like-sand dusting across them. Her mouth was frozen in a horrified gawk that the drifting sand-like particles flew down her throat with no resistance. With her stillness plainly evident Remnant exhaled a heavy mist onto his brood, and his queen.

But by then Fluttershy was already gone, and no amount of moth dew or ancient Changeling magic could alter that.