The guard captain looked between Fluttershy and myself in curiosity. I found it strange that he didn't seem mad or surprised at first before I remembered he knew the kind, yellow mare as well. He knew she was a kind soul.

"Well, you see-" I began, but Shining held up a hand, stopping me, as he looked at my only friend.

"Oh..." Fluttershy said, taking the hint, "Um... Well, after the wedding, when I returned home, I found him in my bathroom, where he landed after crashing through the roof. I was scared at first, but I just couldn't leave him there, so I decided to nurse him back to health. When he regained consciousness, we talked and I realized he wasn't a bad pony. I couldn't tell anypony then. He would have been arrested and thrown in the dungeon."

“At first I thought it was some kind of elaborate trick to gain my trust,” I added, “but the love I felt coming from her changed that real fast.”

“Love?” Shining asked with surprise in his voice. Fluttershy squeaked and turned away to hide her blush.

“The kind of love a doctor or nurse gives a patient; compassion,” I clarified. “Jeez, there's different kinds of love, alright! You would think a nation that was founded on the ideals of love would get that. Anyway, it was the only thing that kept me alive for months.”

Shining passed a hand through his mane, sighing. He looked between me and Fluttershy before saying, “I get you were scared for him, but you should have reported it, especially after you found out he saved Cadence and Twilight. This whole mess could have been avoided.”

“Well, not all of it,” I said with a lecherous grin.

Shining scoffed, “You have a dirty mind, changeling.”

“What are you talking about?” Fluttershy asked, tilting her head in confusion. Her cheeks suddenly flared when she noticed something. “Um... Nosh? Your fly's down?”

So it was decided that the best way to handle my integration into the town was to have a town meeting. Naturally, I was terrified, but Cadence vouched for me so most ponies at least decided to not murder me in my sleep. I still got more than enough dirty looks and mumbled comments about me being a 'freak' and how I 'must have put Cadence under a spell'.

To be honest, as much as I love ponies, they're some of the most racist beings you'll ever meet. If you aren't a pony, don't expect to get many pony friends. Sure there are some that don't care what you are, but they're the exception, not the rule. It's like they think changelings just appeared right before the invasion. Do they not realize we've been living beside them for millennia? How else could we have fed?

That being said, Ponyville is a little different. Ever since the Zebra in the forest, most of the citizens of Ponyville try to give others a chance. Sure, they didn't trust me one bit, but they were willing to let me prove myself. I was actually surprised by how well I was received, most of the treats beginning with 'if you try anything' or 'step one hoof out of line'.

To make things even weirder, though it shouldn't have surprised me, Pinkie Pie was actually happy I was a changeling. She said something about other nice changelings coming out if they see I'm being treated well enough. That and how she was making her place in the party history books by being the first pony to throw a known changeling a party. That was why we were all gathered in the barn at Sweet Apple Acres.

It's funny. I used to avoid the pink pony like horn-rot because I was afraid her freaky 'Pinkie Sense' would sniff me out, so I never got to know her. She... I swear she's part changeling. I swear she feeds off the friendship of the town. It's the only way I can think of to explain her freaky abilities. Although, she is a very sweet mare, and probably the only one that honestly doesn't care what I am.

Fluttershy properly introduced me to her other friends, too. Twilight had mixed feelings toward me. There was anger and skepticism there, but also gratitude, confusion, pity, curiosity, and sorrow. Stuffed away, deep down, was a hint of lust. I was pretty sure she had been thinking about what would have happened if she hadn't figured me out. Heh, she'd be a lot more relaxed, that was for sure.

Rainbow Dash, as expected, just had outright skepticism and hostility, but there was a bit of hopefulness buried in there. There was a little bit of betrayal toward Fluttershy, but it was held back by understanding. Just beneath the surface, though, was fear. She never showed it to anypony but those closest to her, and it's probably her greatest advantage. That bit of fear keeps her striving to be the best she can be.

Applejack, as expected, was the easiest to read. You don't need a changeling's senses to know how she felt about me. She didn't like me one bit. The scowl was enough to tell me that, but at least she was being civil.

Rarity... surprised me. Sure there was a touch of fear, anger, and mistrust, but it was overshadowed by a willingness to forgive. It wasn't the “I don't give an eighth of a fuck what you are” that Pinkie had, but it was the closest to it. Maybe it had something to do with her element, being generous with her forgiveness?

What really surprised me,though, was they let the Crusaders, formerly the Cutie Mark Crusaders, come to my party. The three thirteen year olds weren't as bad as they used to be, but they still managed to cause trouble every now and then. What did change was they were better at getting away with it. I guess their sisters let them come because they knew they'd try anyway and cause problems. Unfortunately, that meant being bombarded by half a million questions for the past half-hour.

“Were there changelings around before Equestria was made?” asked Applebloom.

“Yeah,” was my answer. “In fact, Commander Hurricane employed changeling spies.

“Really?” came the fourth member of this little interrogation, and by far the most eager. “If that's true, it would prove that open coexistence is indeed possible and has been maintained before. Though, it was in the form of mercenary spies, so one could argue that it only worked because of the hostile, deceptive work being offered.”

I gave her a deadpanned look to which she just smiled sheepishly and blushed, rubbing the back of her head. Oh yeah, that was why I tried getting with her. A mischievous grin crept up my face.

“You know, you're cute when you're embarrassed,” I said seductively. “You want to pick up where we left off before you figured me out?”

“Huh” She tilted her head in confusion for a second before her eyes shot open her blush intensified. “Oh my, I just remembered I need to talk to... Rarity! Yes, I need to talk to Rarity so... bye!”

I laughed a little at her expense as I watched her run off to her fashion savvy friend. It was kind of mean to tease her like that, but this Q&A time was for the kids. Unfortunately, when I turned back around, I came face to face with an upset cyan pegasus.

“What was that?” she demanded.

I rolled my eyes. “Relax, I was just teasing her a little. It's the Crusader's time to ask questions and she was interrupting. It was actually kind of rude.”

She glared at me for a second before accepting my answer and asking, “What did you say?”

I looked at the three younger ones and leaned in to Rainbow, whispering in her ear what I was teasing her about. Just as I expected, the multicolored mare snorted in amusement. She looked at me with an approving grin.

“Maybe you aren't so bad after all, Nosh.” She looked at my wings as they buzzed a little at the acceptance, her grin growing. “So... you know how to use those?”

My smile matched hers, I knew where she was going with this. “I'm not as fast as you... but you still couldn't catch me.”

She scoffed and said, “What? Did you hit your head somewhere?”

“Pfft, I know! She can catch anypony,” her little orange flunky chimed in.

“Okay... prove it,” I challenged.

“Outside, now.” Rainbow led the way, opening the door and holding it for me.

As I passed, I took in my opponent. She was built like one would expect a highly active pegasus. She was lean with barely an ounce of fat. Her bust was about average for pegasi, a small B cup held tight by a tight fitting black tanktop, making her aerodynamic. Her legs were powerful for quick takeoffs. This was going to take me actually trying. I glanced at her ass, held in a pair of track shorts that matched her top, not because it made her a more competent opponent, she was just hot.

“Like what you see?” she asked.

“I'm not impressed,” I lied.

She smirked. I figured she would have seen through my bluff, but she didn't call me on it. Instead, she just said, “Okay, I'm going to give you a three second head start. If I can put both my hands on you, I win. If you can avoid me for five minutes, you win.”

My grin widened. “What do I win?”

Rainbow cocked an eyebrow, “You get the rare honor of being able to say you actually beat Rainbow Dash at something. So far, only Applejack can say that.”

I rolled my eyes. This was going to be fun. I hopped up, my wings buzzing as they carried me gracefully into the air. I got about twenty feet away when I turned back, looking at the mare with a cocky grin. Just to rile her up, I counted for her, “One, two, three.”

Rainbow's grin matched my own as she took off like a crossbow bolt. I simply increased the power in my wings and shot up, bringing my legs up as she blew past me. She stopped, a look of confusion on her face as she looked around. She looked up to see me taking off higher and higher. I glanced down to see the audience we had gathered from the party. I laughed as Scootaloo struggled to fly toward us despite Applejack's firm grip on her tail.

I looked up just in time to shoot to the left, avoiding the speedy prismatic blur. I forgot how fast she is. My eyes now on my opponent, I lead her into the cloud cover. She glared at me as she came around for another attempt. This time, I stopped and dropped several feet in an instant. As she passed overhead, I reached out and tugged her tail, eliciting a yelp.

“Hey! Hands off, bub!” she shouted.

I just laughed and took off as fast as I could. While I’m a little faster that the average pegasus, I was nowhere near as fast as Rainbow, and I knew it. She took off after me, intent of payback.

“Hold still!” she shouted.

...So I did.

Not expecting my sudden stop, the blue pony overshot me by several feet.

“I thought you wanted me to stop?” I asked innocently.

Time and time again, Rainbow tried to catch me, but every time I moved out of the way. After more than Five minutes. We both hovered there, high over... somewhere. I had lost track of where we were some time ago, but I didn't care.

Eventually, she sighed and dropped onto a large cloud. “Alright, you win. How do you do that? Nopony can turn like that.”

I laughed as I landed beside her, “No pegasus can move like that. It's our wings. You ever see a dragonfly move? They aren't very fast, but they can fly circles around even the fastest predators.”

“So you sacrifice speed for agility?” the mare asked. “It works. I thought Fluttershy was graceful in the air, but even she can't do that! You're good.”

“Heh, thanks,” I replied. “You're pretty good yourself. You almost caught me a couple times. You could have once if you hadn't had to avoid a thermal. Hey, you know where we are?”

Rainbow smirked. “Yeah, about three miles west of town.”

I looked at her with a raised eyebrow, “You must know this place pretty well if you don't even need to look around.”

“No, I was just wanting to talk to you alone.”

My jaw dropped. The sneaky mare lead me here. Does that mean...

“I wanted to see if I can trust you. I knew I probably couldn't catch you, but I wanted to see what you would do when I was vulnerable. Speaking of which,” She punched me in the shoulder, “That's for grabbing my tail.”

“Oww,” I said, rubbing my arm.

Rainbow giggled. “Don't be a baby.”

I scoffed at her. “So that explains why you challenged me, but why are we way out here?”

“Well,” She began, “I was wondering. Can you turn into anypony?”

I smirked and a shimmering ripple rose from my hooves to my head as I took my opponent's form. “I'm am that awesome.”

“Perfect,” Rainbow said deviously. “Who else?”

I changed again, this time into Spitfire. “You got a problem, maggot?”

Another shift and Celestia was before her, “My little ponies, I declare that you shall tribute me with cake.”

That one got a laugh from Rainbow. My form shifted to Soarin.

“Or even better, let's make it pie!”

Rainbow's laughter stopped as her face shifted to red and her wings sprang up.

“Oh, You have a crush on Soarin, do you?” I teased.

“What!? N-no... well, yeah,” she admitted, “I mean, he's hot! How can I not?”

“Don't you work with him?” I asked.

“Yeah, but he's married,” she said, her voice sounding dejected. “I would never break up his marriage, but by Celestia, what I would give for one night with...”

She trailed off as her eyes slowly grew, as if a realization hit her. She looked over at me, examining me.

“Oh... My... Goddess...” Rainbow breathed. “I can.”

I raised an eyebrow at her, confused. “Can what?”

“I can have a night with Soarin, and not ruin his marriage.”

“How?”

Rainbow bit her lip as she looked at me more intently, “'Cause he's right here.”

“What?!” My eyes shot open, looking around for the Wonderbolt. I turned back to the fast mare, “Where-” only to be met by her lips against mine.

She broke the kiss and gave me bedroom eyes. “Right here.”

“Oh... OH!” I gave light chuckle, “Really? I mean, I'm not complaining, but... You want to do it with a changeling?”

“Hay, yeah!” She exclaimed. “I mean, come on. I can live out my fantasy without consequence! So, 'Soarin', come here and rut me.”

“Yes, ma'am,” I said, not needing any further reason.

I attacked her mouth with my own, my left hand trailing down her back and my right cupping a breast. She wrapped her arms around my back and fell backwards, pulling me with her and breaking the kiss. Without missing a beat, I grabbed her top and pulled it up over her breasts and took her pert nipple in my mouth.

She moaned as I suckled at her tit. I twirled my tongue around the areola and flicked the nipple. My right hand snaked its way down into her shorts. She gasped as I brushed a finger along her wet marehood.

“Fuck foreplay!” She growled. “Rut me.”

I smirked at that, and grabbed the elastic on her shorts and pulled them down just over her knees. “No, I don't think so.”

“What?”

Any protest was stopped when I pushed her legs up, nearly folding her in half, and dove face first at her winking slit. She let out a loud moan when I dragged my tongue across her pussy. She tried to spread her legs more, but her shorts kept them together. She tried taking them off, but I stopped her. “You want to have to go down to the ground to get them?”

“Just fuck me already!”

Deciding I should just give in, I pushed both her legs to the left and peppered kisses up her body and unzipped my pants, pulling out and aligning my shaft. With one smooth thrust, I buried myself inside her. She gasped and looked up at me, gazing into my eyes with her deep magenta ones. The pure pleasure in her eyes as I pulled back and sank back in paled in comparison to the passion I felt cascading off her.

I broke into a steady rhythm making her noises increase in volume and frequency. My hand once again found one of her tits as I brought her into another kiss. Our tongues battled for dominance as my cock pounded her love into submission.

“I-I'm, I'm, I'm gonna... Oh shit!” Rainbow suddenly let out a loud moan as her cunt squeezed me. Her sticky-slick girl cum drenched my balls, but left me a little disappointed.

Eventually, when she came down, I asked, “You ready to head back, now?”

She looked up to me in concern, “But you haven't cum yet.”

“Well, if we keep going, I doubt you'll be able to fly straight. I'll take care of myself later.”

“Oh no!” She pushed me onto my back and climbed over me. “I never leave friends hangin'.”

She dragged her tongue up my rod, tasting herself. When she reached the tip, she parted her lips and swallowed my member, taking the entire thing until her snout bumped my hips. She barely gagged as she started bobbing her head. The feeling of her tongue twisting around me and her teeth just brushing my length quickly brought me to the edge.

“Rainbow, I'm about to cum,” I warned, but that only seemed to spur her on as she picked up speed. Instinctively, I grasped the back of her head and thrust my hips forward as I shot spurt after spurt of hot, sticky spunk into her throat. The contractions of her swallowing only further encouraging my ejaculation.

When I was empties of baby batter and the mare had her little meal, she pulled back, releasing me with a with a pop. She wiped her mouth with the back of her hand, using the other to give my softening cock a few more strokes.

“That was awesome,” she finally said.

“Next time, though, I get to finish in your pussy,” I replied as I dropped the disguise.

She narrowed her eyes at me. “Who says there's going to be a next time?”

I gave her an amused look.

“How's tomorrow night, my place?” She caved.

“Sounds good.”

“You know, I know some ponies that would love this. You mind if I tell them?”

I looked at the prismatic mare in shock for a second before grinning widely.

“I think we can work something out.”

Author's Note

So FYI, this is a side project, so I won't be writing on this very much. That being said, who do you want to see next. This is NOT a vote, but I will take your feedback into consideration when deciding.

And this was the original pony version
https://docs.google.com/document/d/1H8ZG2sZ1q3oUXFCGRmVupInJdMpyxdfCcopaXHBMpHE/edit?usp=sharing