The Changeling Brothel.

by ALIS

Rating: mature
Tags: Romance
Length: 26206

If you could have anypony you want anytime you want, would you?

Ever had a crush? How about an unrequited love? Maybe a fantasy unfulfilled?

What if you could fulfill your desires for only 20 bits an hour. Fantasy Meadows Resorts trained and professional staff of one changeling is here to make sure everypony gets that opportunity. Are you part of the Mane Cast or a Oneshot Character or even a Background Pony who's never had any lines? Doesn't matter everypony is welcome to come stay at Fantasy Meadow Resort and spend quality time with anypony they wish.

Fantasy Meadows Resort, proudly serving Ponyvilles population since… the exact second a changeling realized it could make itself look like celebrities. Lets just hope this little Changeling can keep sane dealing with their crazy eccentricities and wild fetishes.

NC-17 Fic Everypony X Everypony.: My First Clop Fic, be gentle.

Published 1970-01-01 00:00:00 UTC
Last updated 2012-07-21 21:24:02 UTC

Intro.

The Everfree forest sat as the back drop to a forgotten old house far at the edge of a town named Ponyville. A soft meadow lay around the building. A long time abandoned and left to disrepair and the elements the house had been ignored for the better part of a half century by the citizens of the town. Now the relic of a bygone generation was awaiting to be called back to once again serve use and hold purpose for a life that wished to live within its walls. A life that looked upon it dreaming of the love that would grow inside its new home. From a distance most ponies would mistake the two creatures that stood in front of the structure as members of there own race but if they were to get a little closer they would notice the insect like wings, the notches in there legs, the solid blue eyes and the fangs that hung over their jaw. Two creatures known to any pony who had been in Canterlot three months ago or read any newspaper as Changelings

"This is our future in Equestria. I'm sure of it," the changeling on the left said with a wide grin.

"It's... a garbage dump Mere. I don't get why you'd want it." the one on the right replied flatly.

"It's a fixer upper to be sure but like the Swarm hard work needs to be done to rebuild it. Our race is hungry and this will help. A new source of love we can expand upon. This is how we open Equestria to us." the Changeling named Mere said beaming at the worn out house. "You just watch, this will work."

The other changeling sighed. "Okay go over your grand scheme one more time. What are you trying to do."

Mere turned to the other Changeling. "We've never been interested in Equestria. Stories describe them as ruled by evil overlords but ponies have more love than any other creature. So we attempted overthrow said evil and open feeding centers like we do freely like in other countries."

"You mean the bigoted, slave keeping, child eating Alicorns that don't actually eat children, hold slaves or practice bigotry."

"Yeah, well hindsight is 20/20." Mere waved a hoof dismissively. "I am sure mum had good intentions."

"Like replacing the Alicorns as supreme ruler." the other changeling said dryly. "You know she knew they weren't evil, I reported so to her often. Your moms the only lying manipulative evil overlord around here."

"Then why'd you help us if she's so bad?"

"Money. Being a scout doesn't pay much since I'm pretty much locked into this career."

"You're a paragon of changeling virtue." Mere rolled its eyes. "Point is the coup failed and we're still rationing love. No changeling hive wants to step forward make any kind of peace with a nation that let's Nightmare Moon on a throne, some changeling has to do something. If I can live here others will follow."

"They are going to hang you by the neck." the scout giggled. "I will be in the first row."

"I thought you said they weren't bigoted." Mere replied. "Besides they don't practice capitol punishment."

"Maybe they'll make an exception for you." the scout looked serious for a moment. "Just leave now. We are already producing armor that can near completely defend against the love wave. Chrysalis may have jumped the gun and lost our shot at an easy take over but once the rationing begins to turn into famine war between the Hives and Equestria will be inevitable. You can't stop that with a brothel."

"If we can live here then there will be no war. One changeling is all it will take to prove it. You'll see."

"Like they would give it to you. Even if they looked past the fact that you're a changeling why would they want fakes instead of the real thing. This land is already full of love, we have nothing to offer them."

Mere smiled and a green fire overtook the changeling. The smoke and flame clearing in the wind left a new form standing in place of the changeling. The form of a well known Supermodel Fleur De Lis. "Because they can have a real pony but they can't have anypony. Celebrities, missed connections, school crushes, ponies in relationships, ponies who moved away or even passed on. Everypony they can't have we will be."

"Ponies here will never go for that like Zebra's. Relationships and marriages, that is how they spread their love, not lust and desire. Ponies almost never have flings."

The model laughed. "You overestimate them. Once they know what we have to offer they will come."

"Why do you need me then?" The scout asked suspiciously. "I can't disguise myself as anypony like a normal changeling. My condition prevents it." the other changeling sighed in frustration. "Why even tell me any of this."

"You're in a unique position to help me get the word out to the ponies here you know would be interested... discreetly. You can't be detected with magic like a normal changeling." Fleur took the changeling's tattered ear into her mouth giving it a long lick then pulled her head back. "If you do this for me I'll pay you in pure arousal based liquid pony love, much better then your shipped in rations."

"You will get caught."

"I want them to know I'm here."

The changeling considered its options. "Fine." it said begrudgingly. "If I get busted over this I swear to the thing above the sky that I will end you." the scout changeling spread its wings and took off for Ponyville.

Gone in a flash of fire the Supermodel was replaced by the changeling named Mere. The new proprietor of the junk heap house on the edge of the forest that would become the Fantasy Meadows Resort. Its horn began to glow green and a hammer levitated up off the ground. The Changeling went back to work repairing the house with thoughts of the sweet delicious pony love it would soon hold occupying its mind.

Opening Day. (Lucky X Wildfire)

A small changeling sat behind the front counter of its new home beneath a banner. Written across the banner in big block letters was "Welcome to the Opening Day Celebration." Several tables were set out with refreshments from punch to cakes. A stereo system sat quietly in the corner loaded with popular dance records set to go. Everything was perfect except for the one thing that was missing. The guests.

Mere let out a long sigh running its hoof in circles over the counter top. It had sent out a bunch of flyers yesterday and not a single pony had dropped by even for the free food. Not one letter or appointment, not even a complaint. The changeling scout had apparently forgot about wrangling customers. It was six O'clock and Brothel had been open since nine . The changeling's excitement had been whittled down considerably over the past nine hours. "I'm going to go get a book." the changeling exclaimed happy to hear its own ambiguous voice over the silence of the room. It got up and fluttered up the stairs.

A very pale blue earth pony stallion who went by the name Lucky walked through the open door. "Hello is anypony here?" he called out taking a look around at the empty room. It looked like a party except it couldn't be because Pinkie Pie was nowhere in sight, or anypony else for that matter. Looking at the banner the stallion briefly wondered what it was that was opening here. It was odd to him that there was a business so far from Ponyville in the middle of nowhere. A young stallion alone, the setting sun and an abandoned party. Lucky couldn't help but think this is the part of the film where the monster pops out and eats the unsuspecting pony.

"Hi"

"Ahhhhhhhh!" Lucky screamed.

"Ahhhhhhhh!" the changeling screamed back. Both their screams died down and they just stared at each other from across the room. "Would you like some refreshments?" the changeling asked breaking the silence.

"No thank you."

The changeling stepped behind the desk tossing its novel on the counter. "So welcome you're my first customer. Come right up and we'll get started."

Lucky nervously approached the changeling. "What is this place?"

The changeling blushed. "You mean you don't know?! Well I.. um.. it's a... well.." the stallion suppressed a laugh at the sight of the flustered little changeling. "This is a brothel." Lucky then joined the changeling in its flustered state.

"Oh.." Lucky said. "A brothel.. like for sex?"

"Yes" the changeling replied regaining some composure. "Opening day free of charge."

"With you.." the stallion said flatly looking over the small monster. "I really don't.." A flash of green fire burst from the changeling cutting off the stallion. The changeling was replaced by the well-known pegasus Spitfire. Lucky's jaw dropped at the bright orange superstar standing in front of him. "Wow." he said incredulously.

"I know." Spitfire said with a smirk. "What do you say we get you room and a pony of your choice?"

Lucky stared at the fake superstar mouth a gape. "I'm just a gardener the town sent to help clean up the property since it's old and unkempt."

"How sweet of the town to offer your services." Spitfire walked up to the stallion and nuzzled his ribs lightly. "But as you can see I already handled the overgrowth. So why don't you spend the time you were going to spend cutting grass enjoying a..." Spitfire ran her snout along the stallion's shoulder and brushed her lips across the base of his neck. "Free.. sample."

"I don't know I mean um." The stallion stuttered. He had never encountering anything like this place in not only Poniville but anywhere in Equestria. He knew they existed well hidden in some big cities perhaps but in a tiny town and with changelings no less. "Maybe it's just best if I you know.. go."

The changeling Spitfire tried to keep the warm smile from falling off her face. Her first customer on her empty opening day was preparing to bail on her and worst of all her services were free. The changeling was ready to try anything to keep her prey short of reveling her fangs and grabbing hold of him. Not much short though. As the stallion turned to leave the yellow fiery pegasus jumped up gliding over him and blocking the exit. "Now come on if celebrities aren't your thing then what about somepony else, anypony else. Isn't there somepony you always wanted but can't have?" Lucky blushed and looked away. Got him. the changeling thought mentally patting itself on the back.

"Well there is this one mare who I kinda like." the stallion's eyes instantly went mushy. "She's sweet and special and I.. I can't really explain it." He produced a picture that was immediately grabbed in a magic field and pulled over to the changeling.

The changeling looked at the picture taking in everything of value. The throat height and width to reproduce her voice. her stance and the fat to muscle ratio gave away how active she was, how much she worked out how far she flew on average, how often she walked or ran. The muscles surrounding her face gave a good picture of personality telling how often she smiled, frowned, laughed, angered and saddened. Most striking of all the mare had the same dopey expression that was currently worn on the Stallions face and on his face in the picture. The wide grin, the doe eyes. You gotta be kidding me on my first day? How are these ponies all so, so stupid. the changeling thought. "She is your cousin, A distant cousin right?" the stallions face turned fearful. "I don't judge or care" the changeling said matter of factly. Taking a quick moment to wonder what kind of pony would be irresponsible enough to cast a love spell on these two ponies so brazenly but it felt more disdainful of the advantage it would be taking of the pale blue pony. The changeling for only a moment reconsidered what it was doing before thoughts of the love affecting returned it to its task. It disappeared in a swirl of fire replaced by the mare in the image.

"Wildfire?" the stallion asked.

"Yes." she replied now aware of her name. It then hit the poor changeling that she did not know the stallions name. No ponies on opening day, all the changelings savings into this one venture, a love spell and now this. The dam broke and the changeling flipped out and started shouting. "Damn it! I have had it I am so tired of all these stupid things on my plate! What the hell was I thinking and now this of all things!" Wildfire bucked the snack table next to her into wall. "Take that stupid table I didn't need you anyway!" she paused and took a breather before noticing the shocked stallion staring at her. And there goes my first customer too. she thought bitterly.

"Wow that is exactly like Wildfire." the stallion said with glee. "I don't know how you changelings do it. Oh by the way I never told you my name. It's Lucky."

"Oh. Ooookay.. I of course meant to do that 100% definitely. So um.. please follow me up stairs."  Wildfire turned away from the overturned table and floated up the stairs testing her new wings with Lucky following close behind. Entering one of the luxury suits which had a bed and everything Wildfire turned to her meal and gave a big professional smile. "You're going to have to lead Lucky. I don't know what you want."

Lucky leaned in close to the mare his eyes hungry and the spell still tingling in the back of his mind. "I think I can manage that." he reached up a hoof towards the neck of the object of his induced affection yet hesitated to touch her. His hoof shook violently inches from Wildfire's chin his eyes locked on her face and his lips trembling. The mare reached out her own hooves wrapping it around Lucky's and steadying it. She drew his hoof against her snout and gave him a soft and warm smile. The stallion began to relax as his hoof pressed against her soft coat his insecurities starting to melt away and he returned her smile.

Suddenly Wildfire dropped his hoof and jumped off the ground flapping her wings. "You're hesitating." she said looking down at the pony. "Don't you want me?"

"Of course!" Lucky replied.

"Then come and get me." Wildfire said with a grin. Her smile turned to shock as the stallion immediately leaped forward catching the pegasus in mid-air between his forelegs and knocking her down onto the bed. The stallion's heavy chest pressed down against her own his face close. Wildfire opened her mouth slightly and the stallions leaned in his tongue lowered down and rolled over her lips licking her teeth, gums and the tip of her tongue lightly. Wildfire lifted her tongue to meet the stallions own catching only the end as he pulled back slightly. Frustrated with this pony's constant hesitance she tried to lift her forelegs to pull his head down. Unfortunately her legs were still pinned by his own holding her down. Extending her neck up and leaning forward as far as she could under the stallion. Her lips met his barely touching when he again inched back. Wildfire's changeling temper started to act up her eyes narrowing at the stallion's repeated pulling away inches out of her reach until she noticed the smug look on his face.

"Come on just a little further." Lucky said.

Wildfire's eyes went wide at mistaking his playfulness as his early hesitance. She began shifting wildly under the stallion trying to reach him. Struggling just an inch away she stuck out her tongue licking at his snout. Lucky opened his mouth his own tongue meeting with Wildfire's. Lucky again pulled back his head but leaving the tip of his tongue pressed against hers in the space between their mouths. Snouts apart their tongues pressed together in the space between them rolling and wrestling against one another. Lucky slide his tongue across her own one last time before pulling back and giving a last smug look.

Gritting her teeth eager for more Wildfire flapped her wings viciously against the bed the wing beats force knocking the stallion off his balance rolling him off of her and to the side. Having enough of being teased she rolled over onto his chest and slide her body down between his hind legs. Before her prey could react she opened her mouth and engulfed the flaccid length of his cock and ran her tongue furiously up and down its underside. After a moment she felt warm thick worm like organ begin to shift on its own growing stiffer and extend itself in her mouth. She pulled back as the hardening organ reached the back of her mouth and made her start to gag. Wildfire pulled back until she was sucking and licking only the tip. Waves of ecstasy came off the stallion feeding the changeling's hunger and growing its own wants. Pulling her head off the stallion she looked up at his face to enjoy the sight of his heavy breathing.

Lucky's snout pointed towards the ceiling his mouth open and panting and his eyes fixated on the light fixtures glow when suddenly the warm slick heat around his stallionhood stopped. Lowering his head he met his mare eye to eye watching him with interest. The throbbing between his legs had overridden much of his higher brain function and like a predator he leaped forward wrapping his forelegs tight around Wildfire's own legs and wings his mouth crushed tight against her own. In a swift movement he broke the kiss and rolled Wildfire onto her stomach and pressed her against the bed. Pressing his snout against her mane he pushed the hair out of his way and nipped at the back of her neck. His cock pressed between her hind legs the part of Lucky that could still process thoughts was filled with the realization that the forbidden want that he harbored for years was about to be realized.

"Ahhhhh!" Wildfire cried out as 6 inches shoved into her waiting marehood. Strong hips collided hard with her rump again and again as the stallion pushed in and pulled back over and over again. Only pulling 5 Inches it felt like 3 feet to the mare against her tight sensitive walls as Lucky pumped into her furiously with all the strength he could muster. Wildfire moaned and groaned a melody of rough sensual noises with a duet of snorting and grunting behind her ear from her partner all to a background of slapping, sloshing and heavy breathing their bodies made as they connected. The sounds of sex played like a symphony to the changeling mare accompanying her dinner. The only thing missing to her was lyrics. "Mmmmn! Oh Lucky yes come on! Come on Lucky! Yes! Harder!" she shouted out to the stallion on her back.

Lucky pushed harder and faster cheered on by his mare. Wildfire's rough tomboyish voice was exactly as he remembered it but her tone and the words were completely new and excited the stallion like nothing else. The pressure between his legs started to burn up but the feeling was too good for him to wait another minute after waiting for his dream mare for so long. Biting down just a tiny bit too hard on the back of her neck he pumped as hard as he could feeling liquid shoot up inside his hard length. As it pressed its way up he threw his head back in orgasmic pleasure as hot cum broke the threshold and poured into his mare. Jamming it as deep as he could into Wildfire's pussy he felt the liquid coat her walls and his own stallionhood. Collapsing on top of the pegasus he listened to her breathe and watched her red and blushing face. Pulling out of the mare he heard her give off a long somewhat needy groan.

"That was good." Wildfire whispered well fed but with a fire still burning between her hind legs. She began to try to stand on her shakily hooves when Lucky's forelegs wrapped tight around her stomach. Pulling as hard as he could he lifted the mare's front end off the ground bringing himself and her up standing on their hind legs. He leaned back and fell backwards Wildfire in hoof. Lucky landed on the on his back and Wildfire's back landed on his chest. Lucky's forelegs held Wildfire's chest and stomach and her wings drooped down onto the bed. "What are you..." Wildfire started before the leg across her stomach made its way down between her hind legs. "Oh." Lucky's hoof circled the dock at the base of her tail. All Wildfire could focus on was the fur on Lucky's shin brushing softly over her slit.

Lucky began nuzzling the mares snout softly as he teased her nether regions. "I think it's unfair I had all the fun Wild. I think you deserve a little attention. Don't you?"

"I'm fine I.. Ah!" Lucky's shin slid against her lips and over her clit. "Y.. yes, yes please." Wildfire mumbled. The ankle of Lucky's foreleg wrapped around Wildfire's dock and he moved the leg in tight fast circles his shin brushing her lips and clit. Wildfire opened her mouth and started to gasp. "Oh, oh, oh, yes." The leg brushed Wildfire repeatedly pushing her closer the ecstasy fighting against the tingling of her skin as she absorbed the love coming from her stallion. The small copy had never been more turned on as the perverse thought that her lover knew what she really was and was still trying to please her. No creatures really worried if their changelings were happy. Wildfire's wings gave small flaps and her four legs dug into the sheets below her. The mare went quiet her body stiff, she gave one small gasp as she came before her body melted over the stallion below her. Wildfire raised an exhausted hoof to her eyes and rubbed away the tears beginning to form. "Thank you." she whispered softly.

Lucky ran a foreleg over the mares chest. "I don't want this to end." he whispered in her ear.

Turning to face him Wildfire gave Lucky a soft smile. "I'm sorry it has to.." Her eyes began to glow green and Lucky stopped moving locked against his will in the temptress' eyes. For a minute he sat still under the glowing green gaze before falling into unconsciousness. Wildfire softly stroked the stallion's muzzle. "When you wake up the love spell will be broken. I hope you will come back here again." she said to the sleeping form.

Stepping off the bed Wildfire walked down the stairs behind her counter. A flash fire surrounded her in second and the soft mare she was, was replaced with the genderless fanged living weapon that was a changeling. Wildfire no longer its name but Mere it contemplated its first customer. No pony came but one suffering under a love spell by accident. One that it could have fed off of repeatedly if not for breaking the spell in his head. This was another of the many times Mere wondered if it was too soft on the producing races. He's not just food. the thought emerged from the back of the changeling's mind. Caring for some creature was not the changeling way, they had the emotions but meals are meals. Maybe though just maybe it wondered if it could ever have real friends here.

I wonder why no pony came today the changeling thought.

Meanwhile on the outskirts of Ponyville.

A grey pegasus lay unconscious below a large apple tree several apples lay around her. A dent was bashed in the side of the trunk above her head and a mailbag hung off a branch.

The owner of the apple farm Applejack approached the pony wreck crumpled below the tree. Shaking her head at the downed pegasus she just couldn't muster any anger towards the klutzy pony. It was all too common for her to crash into pretty much everything. "Ya alright there Derpy?" Applejack said poking the mare with a hoof. The pegasus began to stir. "Come on Derpy ya can't sleep here."

"Heeey! Oww!" Derpy rubbed her head a large bump on it. "How long was I out for." *Crack!* The tree branch above snapped under the weight of the mailbag pouring letters and a stack of about thirty bundled fliers down onto the mailmare. Applejack tried and failed to stifle her laughter. "Sometimes I feel like a living cartoon character." Derpy growled. The setting sun in the distance catching her eye Derpy realized that she had been out cold all day and hadn't delivered any mail.. "Oh no I'm going to be fired again for sure." Derpy turned to the still silent Applejack looking over a one of the dropped fliers.

"What in tarnation is this?!"

Mere walked about the front room of its brothel levitating cakes and plastic cups from the failed opening day and floating them into the trash. Hearing the clip clop of hooves coming from upstairs it turned to see Lucky trotting down the stairs. The changeling bowed its head. "Thank you for your patronage we hope to see you again soon."

Lucky smiled. "Thank you. It really was great after I woke I felt like a huge weight had been lifted. Well I better get on my way." Lucky dropped a small bag of bits on the counter. "I insist," he said before the changeling could remind him that opening day was free. "Oh can you not tell anypony about who I was with." The changeling's eyes perked up and it nodded eagerly. With that the stallion walked out the door.

Mere rushed behind the counter with a big grin on its face. Slapping down the photograph of Lucky and Wildfire it saw the same look in her eyes. I can send an invite to her for the same reason.. which is to break the spell of course. If anything else happens while I look like her cousin that's just an occupational hazard. the changeling thought. Hey maybe I'll get lucky.. again and misused love spells will be really common or something.

No longer deterred from its task the changeling retired to its room and crawled into bed and fell asleep.

Applejack's Rodeo. (Applejack X Soarin')

Applejack stood alone in a meadow dressed in her fineries from the Gala. Green boots on her forehooves, an apple bola tie, brown saddle on her back and a green dress flowing off of her. Her signature hat sat upon her head and a rope was coiled in a circle around her forelegs. She was a ways from Ponyville outside a simple two story house a wooden sign above the door read Fantasy Meadow's. The treeline of the Everfree forest expanded behind the structure. "I can't believe I'm doin this." she said to herself a blush spreading across her face. Her left boot gingerly kicked up the soil beneath her and she bent down biting the rope between her teeth. "Almost time."

Applejack let one end of the rope tied in a lasso fall to the ground. As she waited her mind began to wander. Should I do this? Maybe I should just walk away right now and call this whole darn thing off. What would mah brother think if he knew I came to some shady place like this? Applejack wondered nervously.

Big Macintosh had told her she desperately needed a vacation but Applejack didn't want to a ton of bits on some fancy hotel or frou-frou spa. When the brochure to this Fantasy Meadows came the first this she had noticed was that it said only costs 20 bits costs is love. A brothel where you could have an exact copy anypony you wanted. Inside despite her shame and misgivings she knew that the supposed offer was to good to pass up if it could ever be true. She felt that she at least had to see this with her own eyes. Any doubts she may have had were wiped away when she first walked in the door and saw what was waiting behind the front counter. It made her more suspicious than ever about what this place could be for but there were no doubts that what the brochure had promised was accurate.

While Applejack waited in the field very aware of the openness of this spot while her most inner and personal fantasies were being read by somechangeling else. Part of her dreaded all this and the rest left her excited.

*Whoosh!*

A white pegasus stallion whipped past her his wing lightly brushing her side. Applejack`s eyes opened in shock and she was jarred from her thoughts about what some ponies would think of her as she saw her stallion rise up above the meadow. "Yee Haw!" Applejack yelled taking off into a gallop. Rolling her neck her lasso began to flip and whirl gaining height and strength. I can't believe it, this is exactly how I imagined it. she thought tossing the lasso in the air brushing the low flying pegasus's tail as he banked to avoid her. Applejack skidded to a halt and turned to give chase as her prey changed direction. Once again the lasso was tossed into the air hitting the pegasus's flank. The Pegasus turned snorted hard around and stared daggers at the farm pony.

"Uh oh!" Applejack yelped as the stallion broke into a dive. His right wing swept Applejack off her hooves knocking her into the grass. Her hat flew off her head as the downdraft from the pegasus wing enveloped her. "Yah no good varmint!" Applejack yelled getting on her hooves and tossing her stetson back onto her head. The mare took off as fast as her legs could carry her charging after the white stallion. She tossed her lasso above her head and began to spin it. The lasso picked up speed as she closed distance with her target. Applejack whip her head forward releasing some slack and letting her rope fly up into the sky.

"Got ya!" Applejack cheered as the lasso passed over the stallions head tightening around his wings and forelegs. She gave a hard tug as neared the ground yanking him back and sending him rolling across the grass. Applejack took her time sauntering over to the bound and struggling pegasus. She looked down at him smirking and slapped her booted forehoof on his rump. "Well, well, well.. lookie what we have here. Seems I gone and roped me a big 'un."

The white stallion looked up at Applejack a tiny hint of green for just a moment flashed across the corner of his eye. Applejack could barely believe what she was seeing and yet lying in front of her was an absolutely perfect likeness of the famous Wonderbolt Soarin'. Heh. A changeling brothel. I just plain out don't believe it. Applejack thought.

"Who are you?" Soarin asked shifting around on the ground.

Applejack pulled off one of her foreleg boots and then the other. She sat down on her haunches and ran her forelegs through her mane removing the tie in her hair. Her blond mane draped down her back blowing gently in the wind. Applejack reached down and gripped either side of Soarin's head and pulled it up towards her own until they were eye to eye  Applejack rubbed the side of his muzzle with a hoof and slowly ran her tongue over her lips "The names Applejack partner."

Soarin' blushed "W... what do want with me Applejack?"

Applejack pressed her lips under his chin and began to make her way down his neck then onto his chest giving his coat a small nip. "Ya ever been to a rodeo?"

"Uh... No."

"Well I'm gonna have mah own private rodeo here partner. We already done the Stallion roping now all that's left is the pole bendin and bronc ridin. I hope ya don't mind but I made a few changes to the rules."

Soarin's blush deepened as Applejack took a step back and made her way further down his body. "Now wait a second Applejack I..."

"Please call me AJ. We're gonna be gettin a bit to close fer formalities."

"Um AJ I don't think we... wait!" Soarin yelped as Applejack wrapped her forelegs behind his knees and lifted his hind legs up to his stomach spreading them slightly. Soarin' began to struggle to release his forelegs.  "I really... ah!" he yelped.

"Your just gonna end up wearing yourself out with all that fightin and strugglin." Applejack stuck her head between his legs ignoring his protests and gave the stallion's cock a long lick. "This here is my own take on pole bendin, less weaving an more runnin the length. Not much of pole yet though but I can work on that." she said nuzzling the member. Applejack grinned as the shocked stallion stopped struggling against his bonds and stared at the mare between his legs. Applejack stopped moving as she felt Soarin's cock began to slowly harden against the side of her snout. "Like what ya see their Soarin'? See doesn't this go a lot easier when ya cooperate?" Applejack asked in a slightly mocking tone while her right foreleg began to rub small circles on the stallions thigh.

Applejack gave his member another hard nudge with her snout taking in a long deep breath. "Mmmn." Applejack moaned licking her lips. "I haven't had a real Stallion in quite a while." Applejack blushed bright as both the Changeling and her realized the irony in that statement.

After quickly suppressing a giggle the Changeling Soarin' forced itself back into character.  "Ohhh!" he groaned loudly as the mare took his length into her mouth running her tongue up and down the shaft. Soarin' pushed his thighs together against either side of the mare's neck as she moved her tongue in small circles around the underside of the engorged cock. His hind legs started to tense up as she swished it from side to side in her mouth using her tongue she pressed it against her cheek and licked it. Oh sweet Chrysalis she's good. I haven't had anything like this in a long while the Changeling thought.

Pulling her mouth off of the warm pulsating length Applejack took a moment to wonder if the extremely aroused look on her partners face was genuine or just acting. "Ya seem to be havin all the fun here." Applejack's voice was short with feigned anger. "That's no way to treat a mare. I think it's time you had another helpin of mah down home apple pie."

"Wait! You're that sales pony from the Gala." Soarin' moaned out. "I thought I recognized you and that dress. It was on the tip of my tongue but...."

Soarin' was cut off as Applejack slammed her rump into his face. "That's not all that's gonna be on the tip of yer tongue city slicker." Applejack gyrated her hips rubbing herself against the stallions snout. "Come on now dig in." Soarin' opened his mouth and began lapping at the mares slit slapping his tongue against her and dragging it up. Applejack pressed her rear down hard against Soarin's face as he licked. "Yee Haw!" she screamed as the tongue circled her clit. "Oh that's it, that's it come on give it to me! Yes, yes!" Applejack bent down spreading herself further and bringing her chin to rest on his warm cock. Soarin' began to lap harder nudging the mare and making her chin move against his member.

Applejack stood up quick. "Oh you're a sneaky lil devil ain't cha." she said. *Crack!* Applejacks tied tail whipped Soarin' across his snout. "No cheatin!" Applejack growled.

"Sorry." Soarin' winced.

"Might as well move on to the final event of this here rodeo. I'm gonna bareback ride me a buckin bronco." Applejack stepped to the side of the bound pegasus and pulled off her Gala dress. Placing her hind legs on either side of the stallion she took hold of his cock between her forehooves and positioned it at the base of her slit. She pressed the edge of it against her marehood and groaned as it slowly split her. "Mmmn, yeah. Now make like a bronco and buck."

Soarin's tongue hung out of his mouth as he watched the mare mount the tip of his cock. "You want me to do what?" he asked.

Applejack slapped his flank hard and Soarin's body arched pushing himself into Applejack. "Oh!" she yelped as his length shoved into her and back out. "Like that. Now Giddy up!" she yelled smacking him again. The stallion pushed off the ground from his hind legs in little hops shoving his cock into Applejack with each buck of the air as Applejack slapped him around on either side of his flank dead center his cutie mark. "Yippie Ki yay!" she shouted grabbing her hat off her head in one of her forelegs and swinging it around. "Come on buck me harder than that ya pampered city pony! Don't make me git out the spurs!"

Soarin' kicked off the ground as hard as he could and his cock shoved itself right up Applejack taking her off her hind hooves. "Woooo! Yeah! That's the way to buck!" she yelled. "Keep it up and you could take home a blue ribbon!" Applejack lowered her knees a touch before he kicked off again. "Whoa!" she shouted as she was lifted the ground again by the stallions hip thrust. "Oh yes!" she shouted as Soarin' filled her again the momentum bringing her right to the base of his cock before throwing her forward to his tip. Landing back on her hind knee's the tip of Soarin's member shoved back up her slit. "Whooie ya almost through me off!"

Soarin snorted and grunted as he kicked off again and again with every ounce of strength he could muster up ramming into the wild mare again and again as she cheered him on. His whole body ached but every time he stopped he received a harsh hoof to his cutie mark. Finally after what felt like an eternity of arousing work Applejack brought her forelegs down on his chest and began to pump her rump up and down fast over his hardened member.

"Yes, yes, yes, yes, yes!" Applejack shouted. "Come on. Win me that blue ribbon, I'm so close!" the thick cock pressed against her walls as she rose herself up and fell back down as quickly as she could. Pushing herself down to the base it filled her entirely. Her whole body dripped with sweat and breath came out in loud huffs. She rode her stallion as fast and as hard as could until she felt herself tighten and her head go light. All her energy gone she felt ready to collapse as she started to cum. Her whole body went limp.

Soarin's finally pulled his forelegs free from the lasso with a soft green glow of magic loosening the knot. He rolled the mare in orgasm onto her side and thrusted his hips forward into Applejack's cumming pussy as fast and as furiously as he could until he released as well. Applejack's eyes rolled back as she rid through her orgasm, she lifter her head up and cried out. "Soarin'!!!"

Soarin' rested his head on the mares shoulder his forelegs griped around her chest. She huffed in and out breathing through the afterglow. "That there was great" she whispered. "I haven't felt like that since... never actually. Thanks fer takin over there at the end, been too long since I came like that." she reached up and nuzzled his neck. Applejack reached a foreleg down between her hind legs and brought it back up to eye level. It was dripping with clear goo. "Am I gonna have to worry bout this."

"Special effects." the changeling said winking. "Guaranteed not to leave you with a surprise nine months later. You can use the shower upstairs to wash up."

The Changeling sat behind the counter in the lobby of his little house. Not bad for my second customer. Even if it was only one of them today. Especially since it was one of those six. it thought. It levitated a book from beneath the counter labeled Ponyville address book. Beside the book sat a stack of brochures. At random it picked several addresses in the phone book and began to sign the invites on each brochure matching a name to the addresses the changeling picked.

"Hey their Sugarcube." Applejack said from the foot of the stairs. Her mane still damp and saddle bags on her back containing her dress. "Just wanna say that's some quality service you offer."

The Changeling smiled. "Why thank ya kindly AJ." it said in a perfect imitation of her voice. The changeling switched back to its natural gender neutral voice. "You still want me to call you AJ right?"

Applejack blushed and gave a nervous laugh. "I gotta say when I saw you behind that counter when I first came here I thought this has to be some kinda trick. You know... after Canterlot. I still think about that horrible day."

"So do I..." The Changeling's eyes met Applejack "You kicked me in the head... twice."

"Oh." Applejack said a little embarrassed. "Sorry about that... and the whole bucking bronco thing... and when I tail whipped your face... and all the flank slaps... and I think I left some towels on the floor in the bathroom..."

The Changeling waved a foreleg in the air. "It's no problem. That business in Canterlot is over and I'll fulfill any fantasy of any pony no matter how embarrassing or painful. All part of the service here."

"Can I ask why you do this?" Applejack asked.

"I need love, it's like food. This job is guaranteed free love from everypony who's ever had a crush on somepony they couldn't get or masturbated to a picture of supermodel or rock star or..." the Changeling face slowly broke into a grin. "Professional Athlete." The Changeling took a moments joy at Applejack's uncomfortable look. "Please feel free to make an appointment anytime you wish AJ. I'd be happy to play in your fantasy rodeo again sometime. In fact it would be my pleasure you are simply delicious."

"Why thank you." Applejack said with a smile. "I don't know when I can come back. I work long hours and mah friends tend to monopolize my free time."

"I make house calls for fifty bits but for you half price." The Changeling said fluttering its wings. "and don't forget to tell all your friends about this place"

Applejack gulped. "I don't think I will be tellin anypony bout this." Applejack walked to the door then turned back. "See you later um..."

"Huh? Oh my name... It's Mere."

"Mere? What an odd name. Like merely a changeling."

Mere rolled its eyes but with the solid blue color nopony could see it. "Mere as in a shallow lake."

"Why would yer folks go and name you after a lake."

Mere took a slow breath to control its temper. "Maybe they didn't want to shoehorn me into a career with an overly descriptive name." The changeling mentally kicked itself for the shot forgetting once again to kind to everypony, especially one it knew could beat the changeling to a pulp.

Applejack stared at the changeling for a moment. "Yer feisty. I like that. See ya around Sugarcube."

Applejack left and the Changeling returning to its paper work. As the door closed behind another satisfied customer and her strange rodeo fantasy Mere began to wonder what strange shapes it would be taking and tasks it would be preforming for the ponies of Ponyville.

The Delux Treatment. (Aloe X Shining Armor)

Mere ran its hoof in small circles over the desk thinking of its predicament. Another day off what not something the changeling had prepared for but ponies were not lining up around the block for its services. One week had passed and only 6 customers had come by, 2 of them repeats and 2 travelers who stumbled upon the house. Mere looked around its empty home feeling as though it could go crazy. The changeling got up from the empty front counter and walked out the front door with thoughts of perhaps donning a disguise and checking out this Ponyville place. Mere noticed the mailbox out by the road had its flag raised. The changeling's horn glowed and the letters popped out from the box and hovered their over to the changeling in a magic field.

"Paperwork and no love." the changeling sighed at the new stack of floating letters. "I chose the perfect job." Mere retreated back to its front counter to sort the letters. Flipping through a few new appointments scheduled a few days in advance the changeling found a letter addressed to its name.

-Dear Mere--

Remember this little Equestria experiment of yours better yield results or I will shut it down. You promised 50 Bottles by the end of the month and if you don't deliver I am ordering you home to do real work. It makes me sick to think one of my changelings is off fools errand while real work needs to be done. You should be doing your part at home.

Pray that you come up with what you have promised.

From the Desk of the Queen of the Changelings - Chrysalis.

The letter glowed bright green before bursting into flames. Mere fumed knowing it should have expected nothing less from that blowhard. The Queens position was perilous with her own cities legislator threatening to strip her executive powers and the senate was threatening to banish her at the behest of the other Queens who did not want a debate on how much power their vaunted position should have over her Hive. What continually astonished Mere was despite her falling approval, her diminishing power and her sullied reputation she still found the time to personally be a bitch to even the lowest of her subjects. The changeling would have admired her dedication if it wasn't too busy wishing that the swarm hoof her flank out the door. With Mere she had a special reason for her vitriol attitude. If it got public that a former volunteer soldier was living in Equestria it would hurt her ponies are evil and must be stopped argument that her justification for the failed invasion depended on.

Mere sighed loudly looking at the ashes on its desk. It was enough worry living in a village that could turn on it at anytime without a Queen, even a dwindling one causing it problems. Wiping the ashes off of the stack of mail it lifted and opened the next letter. Inside the envelope was a pamphlet.

-Congratulations-

You have won an all-expenses paid day at the Ponyville Spa. The most relaxing place in all of Ponyville.

Mere excited never having won anything in its life looked through the services offered in the pamphlet. Hoof pedicures, Whirlpool Baths, Deep Tissue Massages and full Coat Treatments. The changeling imagined all the pampering it would receive until its eyes reached the bottom of the page where a note was scribbled onto the letter.

12:00 O'Clock Noon. 50 Bit Fee payable on arrival. - Aloe

The changelings eye twitched. "I won a work day." Mere said aloud. Taking one last look around the empty room half glad that there was somepony to do today to help fill the quota and half sad that it still hadn't really won anything the changeling left for Ponyville.

. ---

A simple looking brown pegasus stallion with a white cloud cutie mark landed outside the Ponyville Spa discretely making his way in and up to the front desk. A bored pink mare sat behind the desk filing her hoof.

"Hi I am Aloe. We're closed for lunch at the moment but if you like to make an appointment for later?" The brown pegasus's eyes glowed green and a scrunched up scrap of paper levitated from in between the feathers in his wing. Floating in front of the mare it unfolded to reveal the note she had scribbled on it. "Oh." The mare squeaked a blush barely visible on her pink coat. "You really came... How does..." Aloe hesitated for a second. "How does this work?"

"You pick a pony then you do whatever you want with said pony." the brown stallion replied.

"No. I mean how do you?... how do I?... This pony I want it is... um." Aloe stuttered as she tried to figure out where the dream pony she was promised was supposed to come from. She stopped noticing the floating paper and the pony levitating it being a pegasus. "How are you doing this?" she asked pointing a foreleg at the floating paper.

"Magic." the pegasus said as he walked past the mare into the spa.

"Where you going?" she asked grabbing a photograph off the front desk and getting up to follow.

"If you want to do this in the lobby it's fine with me." he called back to her.

Aloe hung her head and blushed nervously following the stallion into her empty spa. "No, no I mean I'm not even sure if I.. I just saw your ad and.. um how are... I'm still not sure how this." The mares mumblings were cut short when a green light surrounded the photo in her mouth pulling it towards the stallion.

The brown pegasus eyed the photo. "I haven't seen this face in while." he said a second before a bright green fire enveloped his body causing the mare to jump. As the fire cleared a new White Unicorn Stallion stood in the place of the former pegasus.

Aloe took a step back. "You're a changeling!" she gasped standing before a lookalike of Shining Armor.

"Yes" the stallion said with a soft smile. "Can I have your application please?"

"Application? What application."

"You don't have a fantasy application filled out? You're really unprepared for this." Shining Armor rubbed his temple feeling a headache coming on.  "Okay just try to tell me what you want me to act like and do. What is your fantasy?"

Aloe took a deep breath trying to calm herself. "I just wanted somepony who looked like Shining Armor to you know pretend. I was working makeup the royal wedding and I thought he was cute so I ah tried to offer him... a happy ending. Not that is normal for me but I did and I was how you say.. thrown out." Aloe blushed brightly. "I was so humiliated. I found your ad and I grabbed one of the spa promotions, wrote on it and put it in the mail. Just... just forget it. It seems so silly now." Aloe sniffed and rubbed her eye with a hoof. "Just so silly of me. I will get your bits for you and we can just forget this whole thing. I will show you out."

Shining Armor thought fast eager to meet his love quota for the month. "Show me out? But I won a day at the spa. It says so right here." He levitated the spa flyer in front of the mare. "I was looking forward to a day at the spa."

"That was just um..." Aloe sighed. "Fine. Lie down on the bed. Could you take another form this is kind of awkward."

Shining Armor walked over to one of the spa beds next to the large bath. He climbed on and rolled on his back. "This form feels good to be in. Very relaxing. I might just use it every time I relax."

Aloe approached the fake stallion taking notice of his very real muscles. "Let's start with a hoofacure." she said nervously taking his heavy left foreleg in her hooves and picked a file in her teeth from a trey next to the bed.

"I can change my hooves at will. I would just like treatments that feel good. How about a full body hot oil coat massage."

Aloe started to tremble as her eyes rolled over the body in front of her imagining its muscles glistening with oil. "Okay." she squeaked picking up a thermos and popping off the lid. The mare plunged her right foreleg inside covering it up to her knee in warm slick oil. Pulling the oiled foreleg out of the thermos she turned to the stallion her body still trembling. "Just relax."

Shining Armor crossed his forelegs behind his head. "I'm relaxed."

"I was talking to myself." Aloe muttered as she pressed her leg onto the stallions side running it over his muscular ribs. The stallion stretched out his chest his body revealing every muscle as they went ridged. The thin layer of fat the pink mare was previously digging her legs into tightened giving her the feel of his impressive form. Aloe bit her lip and took a deep breath. She ran her oil soaked leg down the length of his sides and over his stomach, just the right amount of belly fat to make it feel soft under her leg but not enough to hide his abs. She quickly made her way up towards his chest afraid her hind legs would give out beneath her.

The changeling laying on the table smirked at very amateur massage he was receiving. It had learned the basics a long time ago with all manner of skills and talents to intimacy in the education system of the Swarm. Aloe sucked at this after a career as a well rated spa pony. Her focus was gone as she clumsily felt up the stallion in lieu of doing her job. As she ran over his biceps for the fifth time he wondered if she had it this bad for the real Shining Armor when preparing him for his wedding. He turned his eyes to her noticing her shaking and chewing on her lower lip as she leered hungrily at his oily coat. Shining Armor let out the softest of moan hiding his smile with a foreleg as her little pink ears perked up. "Aloe." he whispered soft as a feather and the mares whole body began to shake violently.

"He isn't real." she said under her breath.

"Cadence could never make me feel like you do. Your soft perfectly shaped hooves, your perky little body and nature beauty. That old mare thinks being a princess makes up for her not having what you have." Shining Armor reached up a foreleg to the base of Aloe's neck. He ran his hoof up her neck and rubbed her softly under her muzzle. "A young mare in her prime. Somepony deserving of being a princess instead of that old relic." He pulled his foreleg away from her snout and her hind legs gave out. Aloe fell onto his hard oiled chest her forelegs splayed out over him.

Aloe lay across the stallions chest her breathing rapid. The scent of body oil filled her senses. The soft coat below her muzzle brushed against her lips giving the slightest tickle. Her face burned hotter than the oil covering her chest. For a moment she rested in a flood of sensory heaven as the full body contact with the stallion overwhelmed the defenses she never really had. Her senses slowly returned and she tried to pull her tiny self off the stallions large torso. His eyes locked with hers his forelegs wrapped around her petite form.

A magical green glow surrounded the mare and pulled her legs up off the floor and rested her body on top of the stallion. Shining armors left forelegs rubbed the small of the pink mares back, his right trailed up Aloe's withers and around the back of her head. He slowly pulled the pink mares head down meeting her lips in kiss. Aloe's tongue for a moment pressed against his closed teeth for entry before she pulled it back. The stallion pressed on her head harder pulling her in closer but keeping the kiss chaste.

Aloe felt like she was melting on top of her stallion. His kiss felt safe to her, fierce and wanting, not lustful but loving. His forelegs massaged her expertly wherever they explored, held her, embraced her, captivated her with the softest of touches. Her chest to her thighs sat pressed upon his large warm body slowly rising and falling with each deep breath. Aloe felt as if she could simply melt into the pony below her. She knew what she wanted from her knight in no armor but for the first time in her life she had no idea how she wanted to get it. Any of the few ponies she had gotten before in her spa had been quick and to the point. A few double ententre's, some innuendo and a quick ride on her table. Now this stallion was softly nibbling on her lower lip, his forelegs were softly rubbing her ribs and she had no idea what to do next, she just knew she didn't want this to end.

Breaking the kiss Shining Armor opened his eyes and stared into the petite mare's own. "Will you be my princess Aloe?" he asked her. Sitting up on her haunches on top of his stomach nodded her head up and enthusiastically. The stallions horn gave off a glow and Aloe's ears perked at the sound of leaves rustling. Turning her head behind her she saw a dozen flowers from one of the many decorative vases around her spa floating in a green glow approaching the pair. The glowing white flowers encircled the mare just above her head floating closer and closer together until the stems intertwined into a crown. "Then I crown Princess Aloe, my Aloe."

Aloe felt like crying, no pony had ever made her feel this beautiful before. Her right foreleg involuntarily clutched her chest and she took a breath to collect herself. Opening her mouth she felt her voice break as she spoke. "Shall we have our honeymoon then? My Prince." Without a word or gesture Shining Armors horn lit and Aloe's body was surrounded in a glowing green field of magic. It tingled her skin below her coat and warmed her from head to toe. Closing her eyes she felt lighter than air like the world around her ceased to exist, only the warmth of magic. Reopening her eyes she found that she was floating above the table looking down on her large stallion laid back over the table the massive erection between his muscular legs doing nothing to discourage the moment. "Oh Shining Armor."

"My real Princess." he said back. "Tuck your hind legs." After a quick moment of confusion she brought her knee's to her chest. Gripping her flank over her cutie mark with his forelegs Shining Armor brought her back down. Aloe's eyes beamed as she looked down at her smiling Prince below her. "Ready?"

Aloe gave a quick nod and Shining Armor guided the mare down onto himself. The tip of his large member pressed up between the floating mares hind legs brushing against her slit. Edging at the tiny folds he slowly spreading her lips. Aloe bit her lower lip as the tip passed her labia and pushed against her opening. Aloe closed her eyes and nodded her head up and down involuntarily. She felt the magic field around her weaken as she was lowered further down the warm shaft. "Oh yesss!" Aloe's forelegs gripped her hind legs knee's pulling them tight against her chest wrapping herself into a small floating pony ball. Shining Armor let go of her flank the only contact left with the stallion slowly making its way up into her until it filled her. Her body once again felt lighter as she was pulled up Shining Armors cock then dropped down again. Grunts and gasps escaped her as she was bobbed up and down at an agonizingly slow pace.

Shining Armor watched the small mares slit take himself in again and again with fascination. The changeling had never done this kind of levitation before and wasn't even expecting it to work. He could tell she was immensely enjoying herself but that she wasn't near close. He lifted her off himself ignoring the disgruntled look on her face as she was pulled free and lowered to the floor and onto her knees. He stepped off the bed after her erection swinging between his legs and mounted the mare. His stomach covered most of her back, his chest over her head and his kneeling legs completely enclosed her sides. He slow slid his way into her listening to the heavy breathing coming from the encased pony below.

Aloe felt ready to boil over surrounded by stallion on all sides except the floor below. The stallion began to pick up speed with his thrusts holding in in place he pushed into her folds over and over again. The heat between her legs and the heat of the pony pressed against her body made her feel dizzy. Shining Armor leaned down his lips near the mares ears he whispered. "My little pony princess." Bucking his hips forward into the mare she huffed and wheezed her chest expanding and falling rapidly taking in as much cool air as she could.

The sweat and oil damped her coat down making her feel heavy, even the floor was getting warm. She felt like was in a living oven. Trying to block it out and focus on the meet thrusting into her was a challenge but she was getting closer and closer with each thrust, Aloe only hoped that she didn't faint first. Out of the corner of her eye she saw the tip of her lovers horn begin glow. A swirling wave of magic circled the dock of her tail making her twitch before it made its way down between her cheeks pushing against the edges of lips. She focused on the feeling of the feather like touch of the magic as it made its way down left lip and circled up the right hovering right above her clit, slow it stated to circle it barely touching as it got faster and faster. Aloe's eyes widened. "Oh." she whimpered in between breaths. "Oh.. please yes."

"You asked for Princess." Shining Armor said smugly.

The fast swirling waves of feathery magic touched down onto the mares button. "Ahhhh!" Aloe bit down on her lip her eyes rolling back the heat overtaking her. Each circle like a thousand tiny tiny plush hooves lightly tapping her most sensitive spot. The thrust, the heat, the pleasure were all momentarily forgotten as her brain tried was overwhelmed trying to feel each tap when all of a sudden. "Gahh! Ahhhh!! Ohhhhh!!!" Aloe cried out as she snapped out in mid orgasm, Her mouth hung open panting, eyes wide as each thrust and swirl kept her going. Her chin hit the floor her body spent, the feeling of exhaustion overtaking her every muscle. "My Prince." she choked out a satisfied smile over her lips. Shining Armor stepped off of her a rush of cool air swept through her coat waking her from her fatigue.

Aloe shakily got up onto her haunches. "Your.. I mean I.. Thank you." she said with a smile. "It was quite an exquisite experience, I must say you are skilled at your work. That was one of the best times I have ever had." Inside the pink spa ponies brain her inner voice screamed out. No it was I best ever had! Lock the changeling in the basement so it can never ever leave! Do it now so you can be a princess forever! "Shut up." Aloe grumbled to herself under her breath.

"I didn't say anything..." The changeling Shining Armor said cocking his head at the mare in confusing. Aloe blushed and turned her eyes. Shining Armor brought a foreleg up to Aloe's chin lifting her head. He leaned in and brought his lips to hers. She opened her mouth and his tongue met her own. Wrapping her legs around his neck Aloe pushed forward greedily deepening the kiss as far as she could. Inside the disguised changelings brain its inner voice screamed out. "Repeat Customer!"

After a warm bath with the pink spa pony and a once a week contract Mere returned home satisfied in its work. The feel of her soft spa treated coat and perfect proportions were not lost on the changeling either, this was an assignment it felt it could grow attached too. Shedding its travel form Mere stepped through the door to its home and trotted towards the basement door. Passing the front counter a letter sat on the desk that was not there before. Mere Levitated it up and magically unsealed it. It pulled out and unfolding the paper in it.

-Dear Mere--

I have reconsidered your business opportunity and decided that I was too hasty in my views. Peace with ponies is the future and I am all about peace. To show those bastards on the Judiciary Committee and the council of Hive Queens that am not some warmongering despot who circumvents the Senates oversight authority to pursue personal glory as I have been so wrongly accused I will lead the way forward towards peace.

I shall require your assistance to make friends with these ponies. Please do the following tasks.

* Kidnap some pony that is presentable looking and ship them to the swarm for PR purposes. Make sure it is one that is easily pliable. Note: Poke air holes in the crate.

* There is a list of Pony Newspapers on the back of the letter that have wrote negative things about me. Threaten their editors with violence so they will write positive things. The closest one to you is the foal free press.

* Hypnotize every pony that comes into your establishment with your magic until you have enough to start a pro peace rally. Then invite me to lead it.

Finally my young subject I will need constant intricately detailed reports on your daily life interacting with ponies. Spare no information and be liberal with the length of these reports. You do not need to write them about fatties, freaks or fuglies. Pictures if possible.

Give Peace a Chance.

From the Desk of the Queen of the Changelings - Chrysalis.

Mere scrunched up the letter and burned it. The changeling would send the reports with fake names but refused any of the items on the list afraid the Queens plans for peace would more likely end up sparking a real war.

Leaving the ashes of its crazy Queens letter and hoping to the great being above the sky that her personality wasn't hereditary the changeling descended into the basement. The changeling began to feel the beginnings of a love headache coming on. Too love much for the small changeling to hold it needed to expel most of the substance. It made its way to a box in the basement and levitated a glass bottle out of it. Holding it to its lips a stream of green liquid flowed into the glass. Placing it with the others the changeling left the basement to retire for the night.

Reality is Underated. (Lyra Heartstrings X Bon Bon)

Mere's solid blue eyes moved from left to right and then back again as he studied the fantasy application of Pony Joe an average but handsome looking Unicorn who was much to thin for somepony with a doughnut cutie mark. The most noticeable observation Mere noted about this pony was that he would soon be screwing the changeling in a bathtub full of chocolate sauce. Slightly less interesting to Mere was the partner he picked, a very average looking mare named Cherry Berry. Her personality according to the application screamed average. It report even said that they've never really talked much and that they weren't friends. A very average stranger in a tub full of chocolate in a place where you could have supermodels. Mere took a moment to reflect on all the reason why it loved its job.

*Click*

As the door opened Mere remembered that being double booked was not one of them.

"Hi are you open?" a mint green Unicorn asked. "I got this flyer in the mail that says you do fantasy encounters."

"Of course, of course come on in. I already have an appointment in about five minutes that will last the next hour or two so you'll have to wait. Walk-ins have to be fit into the schedule but just send a letter next time and you'll get the next available slot."

"No it's fine, I don't mind waiting." the Unicorn said waving a hoof dismissively.

"Well if you have any questions I have some time now." the Changeling said.

Lyra trotted up to the front counter and plopped herself down on her haunches. "Do you need to put me under any magic spells?" she asked nervously.

"Magic spells? I don't know what you mean."

"Well while I was in Canterlot and captured by the Changelings they put me under a spell to obey them. Long story short I jumped over a cliff chasing a bouquet of flowers and it wasn't fun."

Mere shook its head. "No, no, no. Nothing like that. The love comes right off you during the session. I'm a little surprised you're so nonchalant about this if you were captured by changelings."

"Oh it's okay I know it wasn't the average changelings fault. Princess Celestia tricked your Queen into attacking Canterlot so she could claim that various high level ponies in the government that oppose her were changeling and arrest them."

"Um... what?"

Lyra sighed. "Oh come on can't you see the signs? Queen Chrysalis just reveling herself and then her student just happens to rescue the one pony that could supposedly stop them from the gem caves. It is obvious this is all leading to marshal law. The ground has already been softened by her sister who pretended to try to take over Equestria and that animatronic dragon thing they blamed for when they put LSD in Ponyvilles water supply. Next thing you know she militarizes the city with guards everywhere and a giant shield. A small Foal could see this coming."

"Are you sure of this?" the changeling asked skeptically.

"Of course, I see the writing on the wall. They're planning on throwing us all in camps and forcing us to make wallets and lanyards to fund their army of conquest." Lyra threw her forelegs up in the air. "Celestia announced her plans on the radio for feathers sakes!" she shouted.

"You mean her non-profit charity that raises bits to send underprivileged fillies and colts to summer camps for two weeks."

"Oh sure they say that now but in a few years those places will be barbed wire covered death holes. Mark my words, I am right about this. I understand what goes on behind the curtain. Everypony acts like sheep!"

"Funny you should say that because I actually was a sheep for a little while." the changeling said with a giggle.

Lyra ran her right forehoof slowly down the side of the changelings face. She leaned in close to the changeling's ear. "Well I'm glad I could wake you up to the real world." she whispered.

"Oh standard question before we start and I definitely ask everypony this. Are you on any kind of medication or medications?"

Lyra grinned. "Not anymore I'm not!"

Mere suppressed a shuddered forcing itself to remember all the worse things it had done for food. Nothing came to mind. Mere turned its eyes to the fantasy form. A picture of a cream earth pony... mare. The changeling wondered with so many mares if Equestrians had a genetic predisposition to lesbianism. Mere's eyes focused in on the mare's cutie mark. Three candies making her the second non-fat candy ass of the day.

"Stop staring at my mare!" Lyra yelled.

"I thought I was your mare today?"

"Sorry" Lyra sighed. "I get a little antsy when I think of other ponies wanting to be with my Bon Bon. Touching her, smelling her mane, reading her thoughts. I just couldn't take it. She'll be mine eventually though. Lyra always comes out on top."

"Upstairs end of the hall, the room with a three on it." the changeling instructed.

"Sure thing!" the unicorn chirped levitating her fantasy application onto the desk and then trotting up the stairs.

A bright green light enveloped Mere and in a flash the changeling was a lookalike of Cherry Berry. "I'm going to be dipped in chocolate then I'm going role around all over a nut case. All I need now is pony with a nougat fetish and I'll be a chocolate bar by the end of business today. Nothing could make this day more complicated."

*Click*

Mere facehooed. "Except being triple booked." Mere's eyes opened wide with shock when the cream colored earth pony approached the desk with murder in her eyes. She slapped down a picture of Lyra on the desk staring daggers at the disguised changeling. Mere made a mental note to not bother reading the mares personality profile. Angry covered it. Softly he began to talk to the aggressive pony. "I'm sorry miss but it is a two hour wait."

Bon Bon had seen Lyra come into this place and would have none of this. "I want Lyra right now so don't you dare stall." Bon Bon had seen the flyer for this place crumpled on the kitchen table. Angry at her roommate's perceived cowardly attempt at hiding out in a hotel so she didn't have to take her medication. "Show me to the room, I don't care what other obligations you have." Bon Bon poked the very Cherry changeling in her chest with her hoof.

Mere gulped fearing more delays to the schedule. Suddenly it felt as if a light bulb had lit up above its head. "Why of course. Just gimme a second and you'll have just the pony you are looking for." Mere turned and ran up the stairs.

The changeling was happy to be rid of both nut jobs without even having to touch either of them and at the same time help them find love. For the first time Mere was not worried about its love quota as the thought of being hoof handled by these two gave it the shivers. It wondered what the chances were that they would both show up on the same day looking for each other. It quickly wrote it off as fate, twisted fate that liked to see it suffer but fate none the less.

Mere popped open the door to room three. The green unicorn was sitting on edge of the bed. "Hey Lyra!"

"Cherry Berry! What are you doing here?"

"Oh no it's me the changeling. Look my client cancelled so I will be right up. Just gotta go... change." with that Mere took off back to the stairs. An Angry Bon Bon glared up from the bottom. "Just head up to room three." Cherry Berry the changeling said with a grin. Berry then took off to become a chocolate covered cherry.

Bon Bon marched up the stairs and down the hall towards room three. Thoughts of how inconsiderate the unicorn was for making her worry so much she entertained thoughts of shoving Lyra's whole bottle of pills down her throat.

Lyra grinned wide with anticipation as she heard hoof steps approach.

*Bang!*

The door was bucked open. "You stupid horn brained idiotic little waste of space! I have had it with your conspiracy theories your laziness and your cowardliness! If it weren't for me you would be begging for change on the street and all I ask you to do is take your meds and clean up after yourself! Your horn is sharper than your brain and your horn ain't feathering sharp! I swear to Celestia, Lyra, I swear to Celestia, I will have you institutionalized next time you do this!"

Lyra stared at the mare in shock for a second and then clopped her forelegs together in applause of the 100% accurate interpretation of her lovely Bon Bon.

"Have you gone completely retarded?! Wipe that grin off your face!" Bon Bon yelled approaching the bed. Lyra's horn began to glow as Bon Bon was lifted off the ground her saddlebags falling to the floor. "What are you... Hey..."

*Thunk*

"Ooof" Bon Bon let out a gasp as the right side of her body connected with the beds headboard and then she was unceremoniously dropped onto the pillows below her. "Lyra what do you think you're..." Bon Bon looked up at Lyra and froze. Lyra was staring down at her with that creepy grin of hers inching herself closer. "Wait Lyra what are doing? Come on this isn't funny I just want you to take your... ah." Bon Bon gasped as Lyra griped Bon Bon's head tight in her forelegs and pulled her against the green unicorn's chest.

"Oh I have waited so long to do this to you Bon Bon." the unicorn lifted Bon Bon's head up to meet her eyes and winked. "Now I finally have the chance."

"Do what to me?" the mare asked nervously her previous bravado lost.

Lyra's grin widened and her eyes narrowed. She leaned in close to the earth ponies ear. "Everything." she whispered giving her ear a small lick. Before the other mare could speak Lyra shoved her head against the headboard Lyra leaned back admiring Bon Bon's body and then locked eyes with her snout. "I can't wait to find out what your little candy licking tongue can do." Bon Bon gulped loudly. Lyra pressed her snout to Bon Bon's in chast slow kiss. Bon Bon's trembling forelegs tried to grip at Lyra but they shook too much to get any hold. Lyra opened her eyes from the kiss seeing Bon Bon's own eyes confused and frightened. Not the look the love struck mare had hoped for.

"Don't look at me like that! This is my fantasy; I arranged to have you for an hour and I don't care what you think of me but after five years of waiting I am going to get what I want one way or another." Lyra removed her forelegs from Bon Bon's head and shoved her hooves between the mares lips pulling her jaw open. Lyra pushed her tongue into Bon Bon's mouth furiously and explored the other mares mouth. Lyra licked the saliva dribbling down Bon Bon's chin then nipped softly on the cream mares lips. Bon Bon's forelegs trying to hold onto Lyra's own went limp as Lyra pushed her tongue in deeper pushing around Bon Bon's own. Shoving it in as deep as she could she gave the other mare's tongue one last slow lick before pulling it out and releasing the other mare from her grip.

"Lyra... you... I... we..." Bon Bon trembled in shock.

"Now for the really fun part." Lyra said grabbing the Mare's shoulders and throwing her on her back. Lyra quickly followed crawling on top of the other pony pushing her body down tight over the other mare. She rubbed her chest and belly against Bon Bon's planting sloppy kisses over her neck. Bon Bon started to groan and melt under the unicorn. "That's acting more like it baby, even if you are a shadow of the real thing who only wants to eat my love." Lyra whispered.

Bon Bon stopped mid groan at Lyra's crazy talk and pushed the unicorn off of her. She rolled on to her hooves and desperately made for the beds edge.

"Oh come on!" Lyra yelled at the retreating mare. "It was just getting good!"

Bon Bon dipped her head off the bed and pulled up her saddle bag between her teeth. Reaching inside she pulled out a pill bottle. "Please, please Lyra take your Anti-Psychotics because you are talking crazy. You're getting worse and worse every time you forget them." she shoved the pill bottle towards the unicorn.

"Wow when you say realistic roleplay you aren't kidding. Can you act a little bit more like a fantasy because I really just want..." Lyra stopped talking when she noticed the pill bottle had her prescription written on the side. Her whole body started to tremble and she began to inch away. "Bon Bon?" she asked nervously.

"I'm just glad I found you're flyer for this hotel thing or no pony would know where you could have run off too." Bon Bon's voice was full of worried sympathy.

"Noooo!" Lyra screamed diving towards Bon Bon and wrapped her forelegs around the cream mare. "I'm sorry, I'm so sorry I thought you were a Changeling hooker. Please don't hate me. I loved you for so, so long that I just had to find a way, any way to have you. I'm sorry. Please don't hate me." Tears started to form in the unicorns eyes.

"A changeling hooker?" Bon Bon asked with an unamused face.

"I couldn't take it I haven't gotten any in five years, not even touching myself since I moved in with you. It won't happen again so please don't kick me out on the street and hate me forever. I love you so much just being around you is enough I swear it is. I won't do anything like this again."

Bon Bon stared at the other mare for what felt like an eternity before finally speaking. "You always make a mess of the house and never clean or cook for that matter but you don't mind eating twice your body weight of my food every month. You play two music shows a month in the park and barely bring in enough to cover the water you use which isn't much since you only shower every three days and pick up jugs of water from the river to avoid the mind controlling chloride. Which brings me to the conspiracy theories you spout day in and day out. Just once I want to talk about something anything else. At night you start re-tinfoiling the walls to stop the radio signals from getting in to your horn. You steal my bits and hoard my newspaper every morning to check for codes. You follow me around constantly and even wiretapped a couple of my friends houses." Bon Bon face hoofed. "Do you think I wouldn't have thrown your flank on the street if I didn't already love you?"

"R... Really?" Lyra squeaked wiping the tears from her eyes. "That's the nicest thing any pony has ever said about me. I love you too." Lyra floated over the pill bottle and levitated one of them into her mouth.

Bon Bon smiled. "Now what do you say we get out of here and go get some Ice cream to celebrate."

Lyra's face went blank. "No." *Thunk* Lyra shoved the mare onto her back. "Five Years! For feathers sake Bon Bon! Five Years! We are not going anywhere!" she shouted. Her horn lit and green light enveloped Bon Bon's forelegs pulling them wide and pinning them down. "Now where were we?"

"You... You were rubbing yourself on me."

Lyra lowered her head onto Bon Bon's chest and nuzzled her slowly. "Like this Bon Bon?"

"With more of your body." she whispered.

Lyra looked up and grinned. "Okay." Lyra stood up and walked around the pinned mare until she was standing behind her looking down at her head. She gave Bon Bon an upside down kiss on her nose and walked over the mare positioning her forelegs between Bon Bon thighs and her hind legs on either side of her head. Lyra lowered her chest onto the mares stomach and began stroking Bon Bon's right upper thigh in small circles with her hoof. "Like this."

Bon Bon's eyes were fixated on the damp fur between Lyra's hind legs hovering a few inches from her snout. The fur clung to the soaked slit revealing its shape and outline. "This is fine." Bon Bon said hesitantly.

Lyra moved her hoof up the creamy thigh and in between the mares hind legs coming to a stop over Bon Bon's pussy. She heard the other mare gasp as she held her hoof over the soft lips. "I don't think I've ever heard you at a loss for words before." Lyra gingerly began to run the edge of her hoof up and down the slit relishing in her loves trembling shakes and moans. She licked her lips as she watched the pussy dampen just slightly. Lyra wrapped her forelegs around Bon Bon's hind legs and lifted them up bringing the pussy closer to her hungry lips. "Hey Bon Bon what do you want me to do?" she gave the fur below her pussy a nudge with her snout. "I love the scent of your vanilla cream coat wash."

"I like the scent of your mint coat wash... please, please use it once and a while in.. you know.. the shower." Bon Bon sneered as she watched Lyra's bouncing rump above her. Bon Bon wondered why she kept lying, why she didn't just tell her all the crazy things she liked about her. She took a deep breath she loved the natural scent of the unicorn above her more than that off the shelf mint wash. Now it was mixed with what Bon Bon guessed was arousal just inches from her face. As the drops hit her face she noticed the mare above her was dripping quite a lot, almost leaking.

"I bet they put brain control chemicals in that wash." Lyra huffed. She gave another nudge between Bon Bon's legs. "Come on say it Bon Bon. What do you want me to do?"

Bon Bon couldn't take it anymore as another couple of drops hit her nose. She arched her back as best she could with her forehooves held down and stuck out her tongue, the tip just barely reached the other mare mare. She dragged her tongue across the drenched surface of the other mare's lips  over it again and again. The musky bitter taste of the other mare made her feel dirty and yet it excited more than anything she had imagined. Bon Bon had dreamed about her first time for so long but she never thought it would be like this. That Lyra's scent and taste would be the thing to arouse her most sickened her, which just turned her on more. She had always thought in her fantasies that licking a mare would taste sweet but to her surprise the taste was thick and bitter and she couldn't get enough. She wanted more. Struggling she pulled her forelegs as hard as she could to free her hooves from the magical grip. She gave a hard lick to Lyra's clit and the unicorn through her head back letting out a yelp. Distracted the spell broke and her forelegs grabbed the mare on her cuties and she tugged her down onto her awaiting tongue.

"Oh Gosh! Oh Gosh! Oh please, Bon Bon stop! I can't think straight!. Ahhhh! Not there please! Not there! Ahhhhhh!" Everything went blurry for the green unicorn. She wanted desperately to please her love but she couldn't concentrate as the mare below her went wild. "Ahhh! Focus Lyra Focus! Ahhhh!" Lyra felt slick fur brush hard against her pussy as the mare rubbed her face and checks over her soaked hindquarters. Lyra kicked herself for forgetting in the last five years how much of a mess she made. In school her dorm leader had almost caught her masturbating before she met Bon Bon and swore even touching herself off. Everypony thought she had wet her bed and it was one more thing for the eccentric unicorn to be teased and ridiculed over. "Focus!" Lyra screamed out.

Lyra's horn began to glow, magic always had been easier for Lyra then movement. She focused all she could muster on one spot as waves of music playing magic washed over Bon Bon's clit softly like the strokes she made on her lyre. Lyra listened to what musical moans she could hear under her own loud screams. Bon Bon didn't stop as she was stimulated but instead tried to dive deeper into Lyra.

"Bon Bon I'm going to! I'm, I'm! Oh Bon Bon! Oh Yes" Lyra screamed. Below her Bon Bon's arousal was stronger than ever So much stronger then when she came by her own hooves. The moment the waves hit her clit she felt close and now Lyra's inner walls tightened gripping around her tongue. The taste was incredible to her.. "I'm cumming!" Lyra screamed. Lyra's pussy gushed and squirted. The fluid poured into Bon Bon's mouth and onto her snout drenching her.

"Gaahhkk." Bon Bon gagged on the juices as her own orgasm hit. The overwhelming fluid sent her over the edge into ecstasy. Her who body stopped as waves of pleasure from head to tail overtook her. Her muscles cramped, her eyes snapped shut and her head jerked back. "Ahhhhhh!" *Huff, huff, huff, huff.*

Lyra stepped off the heavy breathing mare and wrapped her forelegs behind Bon Bon's head lifting her up. "Was it good?" she asked nervously.

Bon Bon blushed. "It was the best first time a mare could hope for." she said with a soft smile.

"Our first time together... was I better than any pony else?" Lyra asked nervously.

"No Lyra... My first time." Bon Bon blushed. "I'm going to go wash my face." Bon Bon hopped off the bed and walked into the washroom. As she closed the door Lyra's loud voice streamed in.

"Ya hear that Equestria! I'm her first and I'll be her last. Everypony else can suck it! Things are finally coming up Lyra!" Bon Bon opened the door a crack seeing Lyra dancing on her hind legs. "Who da mare! That's right it's Lyra! You all said I was crazy but who just took that sweet candy flanked mare's virginity! That's right Lyra!"

Bon Bon shut the door and facehoofed. The bathroom window looked like an extremely tempting escape opportunity to her. Walking over to the sink she took a look at herself in the mirror. She slightly promised herself she would never, ever, ever tell her how much she attracted to the scent and taste that came off her lover. Bon Bon sighed turning on the tap and dipping her head underneath the water her mind drifting. There was a lot she hadn't told her. She thought Lyra's conspiracy theories were hilarious and they changed every week always staying fresh. That she looked cute wrapped up in tinfoil. The so called code words she circles in the paper spell out the silliest things. She loved hearing which pony Lyra thought was secretly a spy. Lyra always complemented her cooking. Even that silly dance she was probably still doing made her smile. Bon Bon pulled her head out of the tap and stared at herself in the mirror. "I guess there are worse things I could be attracted to then my loves nethers." she said to herself.

Bon Bon opened the washroom door to find as she expected Lyra still dancing and quietly singing the improvised lyrics to her I Fucked Bon Bon song. Bon Bon in that moment decided to do something new, something she had never done before. Tell Lyra something she liked about her. "I like that you're a screamer!" Bon Bon shouted then quickly shut the bathroom door.

*Crash!*

Bon Bon listened through the bathroom door to sounds the caught off guard unicorn mare colliding with what must have been the nightstand. Bon Bon pressed the side of her head against the door and whispered. "I like everything about you."

Bon Bon and Lyra walked out of the room into the hall. "How about that ice cream now?" Lyra asked.

*Click*

Their changeling host still disguised as Cherry Berry stepped into the hall. Her face was a traumatized mask. She was covered from head to toe in chocolate sauce. Cupcake wrappers stuck on her four hooves. Sprinkles covered her face and whipped cream filled in each nostril. Frosting coated her chest. Cherry sauce was dripping down her hind legs.

"Let's just skip the sweets for a while." Bon Bon said as they walked out.

Vacation.

Everypony in town practically threw Applejack a parade when she announced that she was taking a week long vacation in Las Pegasus to relax and blow off some steam. As she looked down at the city center from above she could not help but notice how distinctively not Las Pegasus this city was. Applejack was standing atop the tallest tower in the city looking down over a massive Metropolis. There were Spires as tall as skyscrapers made of concrete, wax, mud and steel with tunnel holes scattered around the edges like windows. Smaller mounds were scattered about in a pattern in between the towering spires. The streets she had been on were paved with interconnecting stones and long rock bridges were everywhere snaking there way between spires and over mounds. Cargo trains ran along the bridges traveling all over the city. Applejack couldn't turn her head without seeing an advertisement for something, Posters, Billboards, Projected Video Screens and even Airships with large banners.

Applejack had seen balloons and even been up in Twilight's balloon many times before but this was very different. Massive black airships dozens of them. Some just floating above the city and others were flying off into the distance to parts unknown. Factories blanketed the eastern section of the city, more then she had ever seen in Manehattan. Hundreds of smoke stacks were billowing white steam into the sky. Farms were to the west where an artificial forest of exotic trees filled fields. To the south was the huge seaports where ships were coming and going. The city was built in a disk shape on the shores of the sea. Looking over the edge of the towers observation deck she could see a massive stone statue of a changeling on the edge of one of the cliff walls that surrounded the city. A Hammer held in its hooves raised to sky.

The city Applejack was not in Las Pegasus but the Myriad Transit Hive, a Changeling City. The Swarms second biggest port city as Mere had called it. Over 200000 Changelings lived here with their own Queen, larger then population of Caterlot. It had an entirely different feel to it then the pony capitol, it felt bigger and faster. Applejack had never imagined she would see a foreign city being a simple farm pony. She had gotten an Equestrian government travel pass to be allowed to take a week's vacation in the Griffin Kingdom, they took a train to a small griffin town on the coast and then a griffin yacht to Island of Myriad.

Mere had explained how Changeling society was structured to the farm pony on the train ride from Equestria. Each city was a different Hive and each Hive had its own Queen, its own legislator and performs one of 3 main tasks. Transit Hive Cities provide transportation of goods to and from other cities. Industrial Hives like the nearby Foundra Hive produced steel, machinery, ships and airships. Agricultural Hives like Chrysalis's city Aboria grow massive amounts crops and biomaterial for the swarm. The factories in Myriad produced only fuel and lift gas for Airships while the cities farms produced export tropical crops some of which Applejack had even seen in Ponyville's own marketplace. Myriad's primary business partner the Zebra Continent trades many changeling made goods to Equestria's Griffon neighbors whom in turn traded with Equestria. It was a shock to find out that the substantial supply of Equestria's manufactured goods that were labeled made by Griffons actually came from zebra and changeling factories.

Applejack couldn't help but be astonished by the nation. She had never tried to picture what changeling society was like but she never would have guessed it was this big or complicated. She would have imagined them living in caves or trees plotting to steal love like story book villains. The reality of the Swarm was a chain of 41 Islands with each Island having one massive city on it all islands interconnected through an armada of steamships and airships. The population of the Swarm was 14.35 Million changeling, nearly half the population Equestria. Unlike Equestria which had hundreds of small towns there were no towns in the Swarm, only Megacities. The Swarms claimed territory being 4x larger then Equestria in size most of which being ocean but had only 1/10 the land mass. To Applejack, Mere's statistics of the Swarm were impressive but when Mere compared them to Equestrian statistics Applejack learned something she had not known about her homeland. How little she actually knew about Equestria.

What most shocked the small town pony about the city was how no changeling seemed to care that she was there. Anytime some Zebra or Griffon appeared in Equestria everypony always turned their heads to stare but here. It was like it was a natural thing that a pony was here. Even though they had just a while ago tried to conquer Equestria no changeling cared. Changelings were everywhere by the thousands walking, flying and even crawling up the walls of the city, more then she could ever imagine. Something the mare had expected in a changeling city for sure but what she wasn't expecting was how many non changelings there were. Hundreds of Griffons, Zebra's, Diamond Dogs, Donkey's, Buffalo, Cows, Mules, Minotaurs and even a few Dragons. She had even seen a few other ponies wandering around as well but thousands of others of all different races were wandering around the city as if it was normal.

"Hey Applejack!"

Applejack turned from her view of the skyline towards the voice that called her. It was her guide on this trip, Mere, and another pony from their vacation group, Lucky. Mere was wearing a red scarf so Applejack could tell the changeling apart from the other changelings. Asking the changeling to wear the scarf had been one of the most awkward moments she had in long time. Apparently suggesting that all changelings look alike was not an opinion Mere held or the twenty other changelings in the harbor they had arrived at. Worse though was that she asked the wrong changeling to wear the scarf.

"Enjoying the view?" Mere asked.

"Well it sure is somethin." Applejack took a sweeping look over the city scape "I never expected Changelings to have cities like us ponies do. You sure weren't lyin on the train when ya said it was big."

Mere stared at Applejack tilting its head to the side. "Where did you think we lived?"

"Well caves, pits, tree's I'd guess"

Lucky jumped in between the two. "Applejack is umm.. small town.. very small town. Don't take it personally." Lucky said nervously glancing around at all the other changelings nearby to see if they were listening.

Applejack opened her mouth to respond and then closed it again deciding not to try her luck. "Whatever. How long we got till our ship leaves."

"A couple hours." Mere said turning to leave. "We better get to the meeting place and collect everypony."

It was a strange day for Applejack for more than just visiting this city. The group who came on this trip were all customers of Mere and all of them lived in Ponyville. Some of them were familiar faces. Two of them were a couple of mares that seemed to have no interest in any changeling else, they had mentioned something about meeting at Fantasy Meadows. The newsletter she had gotten that told her of the trip said that they were going on a Luxury Changeling Cruise Ship. Mere told her this was a yearly event for the changeling taking the first seasonal voyage of the SkyWave and it wanted to invite them all along. The whole trip so far cost Applejack only 120 bits. The newsletter explained that everything in the Swarm was cheaper for non changeling tourists with the government paying the difference. Just having foreigners in their cities helped feed the population besides what was collected in free foreigner hotels that offered changeling companionship. Tourist stands selling snacks and souvenirs were everywhere in the city offering low rates and accepting foreign currency.

Exiting the lobby of the tower they walked into the city center where a couple of mares waited for them. Lyra and Bon Bon were sitting beside a large fountain in the courtyard. The green unicorn was waving at them and jumping up and down in excitement while the creme earth ponies expression was closer to please won't somepony just kill me.

Lyra ran up to the group. "Oh my gosh guys you're not going to believe it but this place is a democracy! We just visited the city legislator and watched a floor discussion on whether or not to form an exploratory committee to officially look into the possibility of switching from electric street lamps near the southern beachfront district back to oil street lamps to match its classic historic architecture for the sake of tourism income. If they form the committee and they all agree then they will make a recommendation that the legislator should form a finance committee to draft a bill to appropriate funds. It was the most exciting thing ever!" Lyra said with a wide grin. Bon Bon shook her head vigorously in disagreement just out of Lyra's sight line. "One changeling called another a traitor for suggesting the possibility of painting the lamps blue instead of traditional black because it would bow the culture to unwanted foreign color based influences. Another pulled out a chart that its staff researched showing the economic effects of gas instead of oil indexed to inflation over the next 15 fiscal years. It was the best three and a half hours of my life." Bon Bon mimed a noose with her forehooves and pretended to hang herself. "When we left we were surrounded by press who asked me what I thought of Equestria's fascist dictatorship and when I told them that I thought Celestia was adding chloride to the drinking water to make us docile they offered me a book deal." Bon Bon facehoofed nodding her head in grim affirmation.

Soon Merry May and Pony Joe showed up and they were on their way to the docks. Lucky, Pony Joe and Merry May chatted with each other, Lyra tortured Bon Bon with talk of a non-binding resolution discussed denouncing changelings who litter as being uncooperative unless said littering occurs in way in which the a changelings life would be put in jeopardy if they did not litter. That left Applejack with Mere.

"So um Mere what's with all them big balloons?" Applejack asked trying to get the ball rolling.

"The Airships? The Swarm uses them to transport supplies and stuff." Mere said looking up at a few of them floating over head.

"Oh. We just pull are stuff around in carts."

"We know. Changelings find that charmingly quaint."

"Why do I feel insulted by that." Applejack grumbled. Mere shrugged its shoulders. "Hey if ya'll can fly about why do you need them big balloons."

"The Swarms 4000km across. Our wings would get tired. That and it's hard flying while trying to carrying shipping containers." Mere took a long look at one as it passed close overhead. "Our society is built off of air and sea ships. They let our nation expand over the sea from just a few tiny Isles. We even have a holiday called Propeller Day when we give thanks to the invention which turned sails and hot air balloons into all this." Mere smiled brightly with a sense of national pride.

"Say Mere, if the changelings Swarm is so big why was the attack so small?" Applejack asked.

"It was all volunteers and Chrysalis's personal guards. We flew in on one of the civilian ships at night and landed in that big creepy forest behind my house. We snuck over to the Capitol from there. We were told that if we dethroned Celestia the real military would then have to come in for peacekeeping and stabilization after the monarchy fell and society collapsed. A Hive Queen's volunteer army is a tradition that dates back far so many of her citizens joined up. Aboria is a small city so we didn't have many. After we got tossed by the bubble thing the real Military did come in there Airships but just to evacuate the survivors from around Equestria at night. They were not happy we subverted their authority. The Senate striped the Queen of most of her executive powers, they even talked about disbanding her monarchy. Chrysalis got out of it though. After that happened every changeling was worried about Equestria attacking and the army came here to invade for real. Eventually nothing happened from Equestria and they just called it all off and so I decided to open a brothel."

"Now wait just a darn minute here." Applejack said her voice a little shaky. "Their was a big army round here and ya got bored waiting and decided ta just go back ta the land ya just attacked and open up a brothel."

"Yes."

Applejack stared at the changeling walking beside her in disbelief. "Really?"

"Yes."

Applejack decided to change the subject as they reached the waterfront. "So what happened to the Queen."

"Funny you should mention that now." Mere said with a guilty look.

Suddenly four changelings jumped out at Applejack pinning her to the ground. Applejack's attempts to cry out were muffled when one of the changelings wrapped a cloth around her head pulling it down over her body and constricting her. One of the guards shouted out that they had her. The fabric covering her eyes was pulled down off of her head and over her body with her forelegs slipping through holes in the cloth. Standing only a few hooves in front of her stood Queen Chrysalis. Applejack shook with fear the Queens eyes beating down on her hungrily with a cruel smile spreading over her lips. Chrysalis reached her foreleg forward grabbing the scared mare holding her tight and pulling her body against the Queens own. "Hey! Photo OP!" Chrysalis yelled and a dozen changelings with reporter hats and cameras ran towards the pair and started snapping pictures. Applejack was to shocked by the sudden attack to speak as flashing cameras lit her vision. As quickly as it began it was over. The Queen tossed Mere a bag full of Changeling credits and beat a quick retreat with her posse. Applejack was left sitting in the middle of the street dazed wearing an over-sized white T-Shirt that had Give Peace a Chance written across the front of it.

Mere quickly hid the bag of cash and walked up beside Applejack. "As I was saying she is on this fake peace with everypony kick to get her reputation back." Mere pulled a out newspaper and handed it to Applejack. The headline read *Queen meets with Princess to talk peace.* The picture below showed Celestia shoveling cake into her mouth with an obviously doctored in Chrysalis standing behind her with a big smile. "She's won a Changeling peace prize even though she hasn't actually done anything yet..."

Applejack crumpled up the newspaper and pulled off the T-shirt. "This day been just too much for me. I just wanna get on the darn boat and relax."

"It's right over there." Mere said pointing a hoof towards the dock. "That's our ship the SkyWave."  Instead of a boat a massive Airship sat next to a large lattice tower. The black canvass balloon had 3 gigantic engines on each side and a long cabin almost half the length of the craft sat under the balloon with a smaller cabin on top of the balloon.

"It's an Airship?" Applejack exclaimed. "I thought you said it was a cruise ship."

"It is an Air Cruise Ship, didn't SkyWave tip you off. It's better. No ocean sickness." The group approached the ramp and pulled out there tickets. A changeling usher accepted the tickets and they trotted up the ramp into the craft. Merry May and Pony Joe immediately began mingling with a very interested crowd of changelings who had probably never spoken to many if any ponies before. Some of them were already taking new forms to impress their guests. Lyra pulled out a roll of tinfoil and ran off yelling that she had to decorate her room a nervous Bon Bon in pursuit. Lucky was hitting on a couple more changelings who looked confused for a moment before turning into a griffin and a zebra and then following him towards the passenger cabins. That left Applejack alone with Mere. "Aren't you going to go mingle with the changelings? Enjoy a night with 6 or 7 of your dream ponies." Mere looked down the hall at the retreating Lucky and his companions. "Or non ponies."

"Well I guess. I don't know I just got on board and all." Applejack replied a little nervous.

"Come with me" Mere said gesturing for Applejack to follow. The pair waded through the crowd of guests passing from room to room of the massive Airship. Applejack looked in on various open doors they passed, a small theater with a stage, a tiny dining hall, a pool, casino and a spa. The hallways and rooms were cramped with low ceilings which Applejack imagined was to save space but it still unnerved her, she felt more at home in wide open fields. Applejack followed the changeling into an uncrowded and rather large room by the ships standards marked Dance Hall. A 4 changeling band playing on a stage filling the room with soft music. Mere pointed a foreleg down towards the floor. Applejack looked down noticing that it was made entirely of glass. She could see the pavement just below the ship. "Care to dance Miss Applejack?" Mere asked holding out a foreleg.

Applejack thought about it for a moment then took the changelings foreleg. "I'd be glad too." she stood up on her hind legs and pulled the changeling close to her. The changelings coat was warm and soft like anypony else and the wings felt like film under Applejack's forelegs. Mere's large solid blue eyes looked soft to her, its curved fangs and horn while sharp didn't look menacing anymore and the frills and holes that covered the creatures body didn't seem as strange as they once had..She had never really looked at Mere with the changeling always quickly taking on other forms for her entertainment, she had never seen it this close before, not entirely unhansom.

*Wrrrrrrrrrrrrrrrrrrrrrrrrrrrrr.*

A loud buzz filled the cabin. Mere's grip on Applejack tightened and the changeling leaned in close. "Hold on."

*Thunk!*

The cabin shook violently for a second Applejack almost falling off her hooves. The ground rapidly started disappearing beneath there hooves as the Airship quickly gained altitude. Looking down over the changelings shoulder she saw the whole harbor, a minute later the city and then the entire island. Applejack turned on the dance floor watching the world go by, soon it was all clouds. Before long the song was finished then the next one and the one after that. Mere then left to find some other changelings friends that also took the yearly first cruise of the season leaving Applejack alone.

Applejack never understood why ponies took these types of vacations and being alone on the ship didn't do anything to change her mind. After eating a meal alone that she thought of as too fancy she tried getting a spa treatment that was about the same as she could get back in Ponyville with her friends, took in some theater and found it stale and went for a swim in the ships pool but she had more fun in farms watering hole with her family. Other passengers talked to her, even some changelings with attractive offers but this just didn't seem for her. Sitting on this big ship full of luxury time wasters just didn't suit her and Applejack felt she could be having more fun with her friends. As night fell over the cruise ship Applejack decided to find the only friend that was with her.

Applejack climbed the stairs to the upper decks inside the massive balloon. In the cramped hallways row after row of identical doors were lined out in front of her. She had gotten the room number she was looking for from one of the ships crew. It was only two rooms over from her own room which she had yet to visit. Approaching the door she gave a short knock and a sleepy voice on the other side  told her to enter. The cabin was small. A cot, a cramped washroom and a table. None of the compact luxury of the rest of the ship, just the compact. Laying on the cot was Mere wearing just its red scarf, strangely it's blue shell was on the floor, Mere looked much more pony like without it.

"Evening Applejack. Enjoying the cruise?"

"It's okay, a little boring. All these luxuries just ain't for me."

Mere looked astonished. "How can you say that. There is so much to do here. Theaters, spa's, dances, food, companionship.. say why are you here instead of off with 8 of your favorite celebrities anyway?" The changeling crawled out from under the covers and sat up on the bed.

Applejack blushed. "Well I dun know. Just doesn't seem to be my thing all that foolin around. I didn't come here fer that kinda thing." Applejack sighed and climbed onto the cot and taking a seat next to the changeling. "Doing everything else else just doesn't feel fun without mah friends here with me. I wonder what they would be doing if they were here."

"Starswirl the Bearded, some high society pony, a party clown, the entire Wonderbolts starting lineup and hiding under the bed."

"Not what I mean... Sounds bout right though." Applejack said with a sheepish smile. "Any of them.. ever come ta you."

Mere leaned back against the wall. "Couldn't tell you if they did, but no they haven't. You were never supposed to get that flyer, I think the post office had a mix up. I wanted to avoid you six altogether after what happened in Canterlot. I was shocked to find out you lived there" A nervous smile spread across the changelings face. "Figured when I first saw you that I would be in another world of hurt, or thrown into the dungeons or something. What made you decide to use my service anyway, somepony so famous shouldn't have any trouble landing a real stallion."

"It's hard ta explain. If your with somepony that way you can expect a ring soon and a lot won't be with ya without one. There's this expectation that you'll end up being serious with anypony you're.. close with." Applejack let out a sighed. "I was with some farm hoof I hired a while back. I wasn't lookin fer anything from him, just some fun but he didn't see it that way. It wasn't a big deal or nothin but he quit when I said I didn't want anything permanent. He was mighty angry, moved away an everythin. Ya just can't have fun in Equestria without everypony makin it a big deal. I'm not some deviant or nothin, I'm just to young ta be thinkin bout that stuff. Marriage and foals. I don't want that yet but does that mean I gotta be alone? When I saw your flyer I dun know, I just wanted a little fun is all. Sometimes I wish Equestria was a little more open with it like changeling society."

"Ha!" Mere sat up and turned to Applejack. "We don't have sex with each other. It's just something we do because it produces more love to feed on." Mere spread its hind legs. "There's nothing there unless we want it to be."

"Wha.. what!? I.. don't.. umm. How do y'all get more changelings then."

"We order them through the mail. The Hive Queen lays a bunch teeny tiny of eggs which are put in a cocoon. The cocoon is filled with nutrition gel and liquid love until it hatches into a larva. The larva eats the gel until it turns into a changeling foal and is shipped to a changeling that orders a child. Most changeling take care of a couple of them over their lifetime."

"Well that's just gross and unnatural." Applejack blurted out before realizing what she said and covering her mouth with her forehooves. "I'm sorry... I didn't mean that.." The farm pony once again mentally kicked herself for her big mouth.

"That's okay. We'll just have to keep on getting by knowing we won't have the joy of having children stuffed in our tummy until they burst out of the vagina kicking and screaming."

Applejack turned a slight shade of green. "Maybe mail order ain't so bad. So changelings don't have relations with each other. Does it not feel good or somthin?"

"We feel it a bit. It feels okay but the feeling of taking in love it's well.. I can't describe it to a non changeling. It's enough for us buying a bottle of water with a drop of liquid love in it. Taking it in pure is on a whole other level though, you're lucky to feed off that. The love water is tasty sure and filling, Diluted with synthetics that amplify the love so it feels like much more. Synthetics is what let us build the country so big without us starving. But synthetic just doesn't feel as good as taking it from the air not that drones can hold that much pure love, we have to spit up most of it after. While we have it, it's like mental afterglow. We can't keep much of it for ourselves, it's heavily taxed and then mixed with the synthetic. Not that many changelings would cheat on their taxes since it is food and there is just just so many of us now."

"So yah don't have relations and love is food. Does that mean ya changelings don't love anything?"

Mere had a look of genuine shock on its face. Applejack wondered if it had never considered this before. After a few moments of thought Mere shrugged. "I don't know, I think changelings can love. We like other changelings a lot and we sometimes live together but we're all like siblings. Other races in the swarm don't really settle down with a single changeling, I guess they like being in demand all the time. I mean we're treated as much as a commodity as those we take love from. A long time ago we used to have to go to war a lot to rescue changelings who were captured and sold for their abilities. There used to be a big market for us before we became a strong nation. It's why our society is still so militant. Not many changelings have the chance to settle down and those that do have the chance don't because if we're in a position to get love from lots of members of the other races we have a duty to feed our people. We just can't continuously take love from one being without hurting it and we need a lot of love. The Swarm doesn't have near enough."

Applejack hung her head not sure what to say. They didn't have certain special somechangelings and they couldn't love other races because they needed to constantly collect for their hive. To her it sounded depressing living like that. Sure she didn't understand their culture too well and kept saying the wrong things over and over again but Applejack felt like she understood this and it depressed her. There weren't enough mates to go around for the whole society so love became a commodity to be traded and feelings a liability to have and a skill to fake. Applejack lifted her head and looked in the changelings eyes. It was softly smiling at her, the same smile that was plastered across its face most of the time Applejack had seen the changeling like it was automatic, a business smile.

"Is something wrong Appl.." Mere was cut off when Applejack leaned in pressing her lips to its own. A couple of seconds later Mere responded to the mare leaning into the kiss. Applejack wrapped her strong forelegs tightly around the small changeling, it almost seemed frail in her hooves. Breaking the kiss Applejack nibbled on changelings lip, under its snout, around its neck and onto its chest. She could feel its body squirm under her touch but held it tight in her forelegs so there was nowhere for it to go. With each nibble and bite Mere emitted small chirps like the crickets back on her farm and its wings buzzed a little bit tickling her legs. "What.. form do.. you want.. me in." Mere asked in an unusually flustered voice.

Applejack looked up at the changeling and gave its body a squeeze. "Aw. This this fine Sugarcube." Loosening her grip on the creature she lifted its filmy wings and ran her hooves over its bare back. Gently she laid the changeling onto its back and nuzzled it under its snout. The changelings own forelegs wrapped around her, its hind legs entangled with hers above the sheets. Without speaking they continued poke around each other slowing down as time past until they were only softly petting each others coats and rubbing their snouts together until sleep began to overtake the pair and they drifted off.

The rest of the Cruise had gone by as if nothing had happened. They awoke late in the morning, showered in their own rooms and went off to breakfast. They caught shows at the theater, drank at the bar, swam in the pool and chatted about anything they could think of, mostly apples and apple farming, before retiring to their separate rooms each night.

Applejack when on her own met and talked to some of other changelings around the ship, trying to find things in common with them. Some of them were farmers themselves like her. Others working in factories, shops, on ships, restaurants, media, politics, construction all with a story or two to tell. Most were as kind and courteous as any pony she had met, Applejack would not have believed any of this was true or even possible a month ago. It wasn't just Mere who was the one good changeling but much like the mistakes she had made with Zecora the changelings Applejack met had been as individual and different as any pony else.

The days flew by and on the third afternoon of her trip after seeing the Zebra's Plains and Griffon Mountains the Airship sailed into its own port with the last view she saw being the skies of Myriad alive with travel before they touched down at the harbor. They all left the city by boat that evening and slept through the train ride home. Arriving back in Ponyville Mere slipped out of the train unseen in the form of a common looking pegasus.

The days after that went back to the normal humdrum. She helped save the Ponyville fair with a taffy making contest, helped Pinkie get over a temporary fear of balloons, cheered on Rainbow Dash in flying competition after they caught a cheater and taught Cherilee's class for a day all while bucking apples in between. The normal everyday stuff. One day after work in fields she rested herself on the hay in her barn surrounded by buckets and buckets of the apples. Her mind awash with thoughts of what she wanted in her life, of what her future would and she gave a heavy sigh.

"You alright there Applejack?"

Applejack looked up surprised to hear her brothers voice, a seldom talker. "Yeah I guess I am Big Mac."

"You seem down. You've been moping around all week I'd say."

Applejack smiled almost sadly meeting her brothers eyes. "Yeah... Remember that farm hoof we had around helpin us out a while back." Big Mac nodded uneasily. "I think I know how he felt."

"You okay?" he chuckled nervously."You're not gonna move somewhere far away now are ya?"

"Nah nothing like that BM.." Applejack got up on her hooves stretching out her legs. "Just doesn't feel that good is all. I'll get by," Big Mac didn't press her for more as she walked out of the barn and into the house for dinner.

Performer Anxiety. (Trixie X Twilight)

A crowd of at least 17 ponies sat behind that red curtain all of them here for a show. All of them paying 10 Bits each. All of them giving off a bit of food just to watch me feed. Mere stared at the red curtain with some unease then pulled out a picture of the pony the changeling would be imitating on stage. The mare in the picture was by all accounts very average looking, cute for sure but not compared to the celebrities and supermodels the changeling frequently became. Mere knew the pony from the invasion of Caterlot as the leader of the six ponies that had ruined the Queens plans. Mere was jarred from its thoughts of the battle by a silver glow floating in its peripheral vision. A collar was levitated behind the changeling's neck and wrapped around it. It was quickly joined by a leash that was magically attached at the front of the collar, the other end held by Mere's new business partner.

"I'm not paying you stand around and stare at yourself in the mirror."

Mere turned to its her new partner, a blue show pony with a terrible attitude. "You're not paying me at all Trixie You're getting a 40% cut of the profits."

"60%." Trixie retorted.

"Sure." Mere replied. "But you get to wear the leash and play my part on stage."

"Fine." the unicorn grumbled. "Trixie will take her 40%. Just finish getting ready; Trixie has been looking forward this show for a long time."

Trixie walked off leaving the changeling to again wonder if this was a good idea. Inviting her previous customers to watch Trixie's session had been the blue mare’s idea and at first the changeling thought it was great until she demanded a stage be built, her own dressing room and worst of all she just had to write the script. The script was the lash that broke the changelings back, literally if Trixie had her way. Besides the clearly impossible and downright vindictive physical feats it demanded the dialog was so bad the changeling could not finish reading it. Her script was 40 pages long for a thirty minute performance. It droned on and on about the greatness and sexiness of the blue unicorn and after years of hearing the Queen Chrysalis talk herself up on the radio the changeling had figured it was immune to such self-aggrandizing, how wrong Mere was. Mere may have had to endure Trixie's presence while the show was planned and setup but acting in her fantasy was far too much even if she was paying for it. There was no way Mere would do it on stage in front of ponies and pay the mare for the privilege. Mere demanded that it would re-write the script from scratch, well not so much demanded but burned the original in magic changeling fire and then threatened to do the same thing to Trixie if it ever saw her holding a quill and inkwell again.

Of course to re-write the script Mere needed to know more about this Twilight Sparkle. Not shockingly Trixie's script was a less then accurate representation of the real mare. Mere only knew Twilight as the purple laser shooting unicorn that fought in the battle at the capitol so it needed advice on her personality. The changeling went to Sweet Apple Acre's to speak to Applejack who was a good friend to the purple pony and would soon know of the show anyway since she was on the Fantasy Meadows mailing list. At first she was uncooperative refusing to help the changeling but then the next day she dropped by and told the changeling everything she could think of about Twilight Sparkle and even bought two tickets to the show.

So now after a week of planning and trying to ignore Trixie everything was in order. A small stage had been built by the changeling and unicorn in the unused basement of the house. Six simple round wooden tables had been placed about the room for the guests. Mere's changeling friend had even agreed to sneak down early and serve salted beverages. Mere banking on the hope that no pony asked to see if they had a license to serve intoxicating drinks. With a 17 tickets sold and salted cider at 3 bits a mug the night looked promising. Bits were not a primary concern to the changeling but 17 ponies all revved up from a sex show were the perfect source of love and at the end the changeling would offer special 20 minute sessions for only 10 bits for the next 5 hours while Trixie put on a magic show to entertain anypony waiting.

"I said hurry up. It's almost time for Trixie's big debut."

Mere's engulfed itself in green fire changing its form into a copy of

Twilight Sparkle. "I'm ready." Twilight shouted back.

Trixie took a deep breath. This was the moment she had been waiting for, for 2 years. At first when she found this place she was delighted that she could humiliate that know it all unicorn even if it was only a copy. While filling out her fantasy application inspiration struck her. Why settle for humiliating a copy when she could do it to the real thing with a live show in front of the ponies of Ponyville. It didn't take her long to convince the changeling and despite its inartistic rewrites to Trixie's genius script everything was going as planned. Stepping up to the curtain Trixie peered through to see which ponies would witness her triumph over that lesser purple unicorn.

"Urk!" Trixie squeaked ducking back behind the curtain. At the first table front and center sat a pair of familiar orange and purple ponies. "She's here, the real Twilight Sparkle! She's in the audience!" Trixie called out.

"That's great!" changeling Twilight called back.

"No Trixie can't do this while Twilight is watching we're going to have to cancel the show."

Changeling Twilight's eyes narrowed. "Oh no I built the stage and charged the guests. You are doing this show."

The angry looks of the purple mare would not have frightened Trixie if she hadn't already seen brutal looking wolf under the sheep clothing. Sharp fangs and green fire were two things the show pony was not fond of. "Can you at least turn into a different pony? Anypony else."

"The advertisements said Twilight Sparkle and Twilight is what they will get." Twilight changeling said the last of her patients running out. Her eyes began to glow green the room becoming noticeably warmer. "Now start the show.. or else."

Trixie gulped. "Trixie will just go and start the show." Walking through the curtain to the stage the real Twilight stared up at her and Trixie could not decide which Twilight was scarier to her at this moment. "Mares and stallions welcome to Fantasy Meadows Live Magic Stage Show I'm your host the Great and Powerful Trixie." Trixie's voice had none of her usual volume or bluster and was breaking slightly. Her eyes locked on the pony in the first row who was staring back wide eyed with a neutral expression and a mug of Salted Cider in her hooves. Many of the ponies at other tables snickered at Trixie as they watched her nervous reaction to the real Twilight Sparkle. The audience had also been a little uncomfortable when they saw the real thing in front of the stage but watching her drinking and laughing with her friend had made them feel a little less guilty. "Trixie is going.. is going to excite and entertain all of you by dominating a.. a pony on stage."

Trixie stood frozen on stage trying her hardest not to hyperventilate when a green unicorn sitting in the back shouted. "Well get on with it! Or are you just going to run away like last time! "

"Of.. of course not." Trixie stuttered. Her horn started to glow and a long strap levitated its way out from between the curtains. It wrapped around the ankle of Trixie's right forehoof and then she did nothing but stand there. Applejack turned to Twilight and whispered something in her ear and Twilight laughed loudly before turning back to Trixie with a mocking smile. Trixie's eyes narrowed at Twilight who was obviously laughing at her. Trixie would not take that from her and with no way out she knew what she had to do.

"Get out here!" Trixie yelled giving a rough tug on the leash in her hoof. The changeling Twilight walked through the curtain her head bowed down and two pairs of cuffs locking together each pair of her legs. Twilight slowly approached the performer. "Watch and be aroused as the Great and Powerful Trixie uses her gift for magic to turn this indignant pony who dared to challenge Trixie into her willing slave."

"I will never be a slave to you Trixie!" changeling Twilight said staring angrily into Trixie's eyes.

Trixie griped either side of Twilight's face in her forelegs. "No pony can resist the irresistible Trixie. My scintillating magic tricks will have you at my mercy."

Twilight pulled her head away from Trixie's hooves. "I will never be at your mercy. Everypony knows you're just a cheap hack with weak magic." Twilight's horn gave off an eerie green glow. "I'm not going to let you get away with this."

Trixie pulled off her hat. "For my first trick I will subdue this over confident pony." Trixie showed her empty hat to the audience. "As you can see there is nothing in my hat." She then placed the hat over Twilight's glowing horn. Waving her left forehoof over the hat a loud flash of fireworks went off. Trixie pulled the hat off Twilight's head and her horn was gone.

"What did you do!" Twilight shouted.

"Trixie has turned you into an earth pony. If you ever want to use your magic again you will do as Trixie commands. Now get on your knee's Twilight Sparkle" A shocked Twilight reluctantly bent down on her four knee's her head held low in shame. "Good mare I will reward you by returning your horn." Trixie showed her hat to the audience again then levitated behind the purple pony. Another wave of her hoof was followed by another string of fireworks.

"Ahhh!" Twilight jumped as the hat was pulled away the missing horn now disembodied and wiggling its way in between her hind legs. Encased in silver glow the horn pushed into Twilight's marehood then pulled out and repeated. Twilight barely avoiding tripping over her own cuffed together hooves stumbled around the stage with a bright blush and a panicked look on her face as the horn followed not letting up its assault on her hind quarters. Before she got too far in any direction she was corralled by her leash.

The audience exploded into laughter and Trixie turned to soak in their admiration. What she saw made her turn white hot with rage. The real Twilight was laughing and clapping her forelegs along with the rest of the audience at the sight of her doubles humiliation. The fake Twilight hopping around the stage returned to the performer and collapsed on the stage in front of Trixie her breathing heavy and the horn still going at her. "Please make it stop Trixie I can't take it anymore."

Another wave of her hoof and the horn vanished in a cloud of smoke. "We're going to see just how much you take Miss Sparkle." Trixie said devilishly. Trixie gripped Twilight's snout in her hooves and yanked open her mouth. Reaching inside she pulled out a thin magic wand with a star on top. "What else do you have inside of you?"

"Nothing!" Twilight yelped.

Trixie waved the wand over Twilight's ear and a few bits popped out and fell onto the stage earning a few snickers from the audience. "Nothing huh?" Walking around the pony to her hind quarters Trixie lifted up her tail. "What about back here." Trixie tapped her wand on the purple mare pussy. Twilight bit her lower lip in discomfort and her rump started to shake. A full bouquet of flowers sprang out of her neither region. "Flowers from your flower." Trixie laughed pulling out the bouquet. "For me?" Twilight stayed silent glaring at Trixie. "No? Well perhaps an Audience member would like a souvenir." Trixie tossed the flowers towards the back tables and it was quickly scooped out of the air by the green unicorn and then given to her very, very hesitant date.

"Is there anything else inside you Miss Sparkle?" Trixie asked. Twilight shook her head. "Well Trixie is just going to have to change that."

"No, no, no! I give up" Twilight shouted. "You're better than me at everything Trixie so no more."

"I don't think Miss Sparkle has been humiliated enough to truly learn her lesson." Trixie said turning to the audience. "What about you ponies? Think Twilight has had enough."

"No!" They all shouted in unison including the real Twilight.

Twilight's cuffs began to glow with magic dragging Twilight center stage and turned her facing away from the crowd. They attached themselves to 2 small hooks in the stage locking the mare in place. Trixie approached the chained ponies head and stood up on her hind legs. Trixie's hind thighs were pressed against either side of Twilight's snout. "To prove to Trixie that you have submitted you shall pleasure Trixie with your tongue."

"I won't do that!" Twilight's muffled yell emanated out from between the performers legs.

"Oh dear what should Trixie do about this?" Trixie asked with mock confusion.

"Teach her a lesson!" the real Twilight yelled from the crowd waving around her second mug of cider above her head causing the audience to erupt with applause and the Unicorn on stage to once again be annoyed by the real Twilight's entertainment.

"For once a half decent idea from you." Trixie said haughtily. She gave a sharp tug on the leash forcing the fake Twilight's snout up between Trixie's legs. Twilight coughed and sputtered as Trixie gyrated her hips. "Come on slave service Trixie for the crowd or else."

"Never." Twilight replied struggling harder against the chains.

"Oh well aren't you a tough horn to crack, if you still had one. Trixie has just the thing for mare's who refuse to perform on Trixie's stage." Trixie's hat levitated off her head to the edge of the stage and then was turned upside down. The hat was soon joined by her magic wand. The wand dipped inside the hat leaving only the handle visible. The wand was then pulled out the star tip replaced with a riding crop. "Ta da!" Trixie shouted

A few shouts and some applause from the audience was heard and the fake Twilight began to squirm. "What is it?! What happened?! Somepony tell me!" came her muffled cries. Trixie brought a forehoof to lips to indicate silence and a few ponies in the crowd giggled. "Come on this isn't funny!" Twilight shouted. The crop floated over to Twilight the tip brushing away her fur exposing her to the crowd. The crop tip moved slowly up and down the mare's lips spreading and closing them with the audience leaning in for a closer look. "Wh.. what is that. What's going on?"

"The crowd just loves your pussy, I think I'll let anypony who wants to take a run at you after I'm done." Trixie smiled as the real Twilight in the crowd blushed furiously. "Last chance, pleasure Trixie."

"No!" the fake Twilight yelled soon followed by the real Twilight's jeers. "Don't take that from her! Get her Trixie!" The real Twilight threw her wooden mug hitting the fake Twilight's rear end to the delight of the crowd. She then turned to the changeling waiter to order another drink.

Trixie pulled up on the leash forcing Twilight's snout roughly out of her legs and up against her stomach. She looked down into the fake Twilight's eyes that held a mixture of fear, anger, sadness and a hint of arousal. She may have been just an entertainer on the stage and the only pony to see her partners face but it was still her fantasy and the changeling provided for her. "I want to look into your eyes when you receive your punishment for making Trixie look like a fool." Trixie said quietly to the mare below her in equal parts glee and malice. The crop jabbed deep into Twilight's pussy causing her to yelp. The rod was slowly swished around as it was pulled out of her dripping wet. It hovered out over the audience. "Trixie thinks this mare is hiding something from us!" The entertainer levitated Twilight's tail and looped the tip of it under Twilight's collar strap. The crop then shot towards the chained down mare exposed rear.

*Crack!* "Owwww!" Twilight shouted her head rolling around against Trixie's stomach. *Crack! Crack! Crack!* "Ahhhh!" The crop smacked the purple mare's rear and flank several more times on either side. "Stop it Trixie please!" Twilight yelled.

"Trixie cannot let such an insolent mare get away with such an attitude."

*Crack!* "Ahh!" *Crack!* "Ahh!" Each hit was more painful than the last for the purple mare her cries getting louder and louder. A few members of the audience cringed including Applejack, the real Twilight just leaned in closer and took another sip of her drink. Only Trixie could see the small tears forming in the corner of her Twilight's eye's and hear the quiet plea's begging her to make it stop in between the loud screams that came with each lash. Her private show.  "Please stop Trixie!" Twilight yelled loud enough for the crowd to hear.

"You know how to make it stop." Trixie said in a sing song voice.

"N..n.. no." Twilight cried barely a whisper.

The crops tip rubbed over the raw spots the mare had been previously whipped. "Perhaps a few more whacks will change your mind." Trixie cooed. Twilight start to shake, she pulled her head slightly back from the blue unicorns stomach and stared down. "Go ahead Twilight."

Twilight slowly moved her head in between Trixie's hind legs the audience gasped. The real Twilight grabbed hold of Applejack in her forelegs and started shaking her. "Oh my Celestia I'm really going to do it!" she shouted.

"Get a hold of yer self there Twilight." Applejack said knocking Twilight off of her. "You okay there Sugarcube? You know, watching this."

"Oh Applejack I'm fine this is hilarious." Twilight replied swaying a little. She took another sip from her mug. "I'm fine, the me on stage has some problems though."

"I didn't even know you were into other mares in.. that.. way." Applejack said uneasily. "I mean I completely respect that ya are an all."

"Oh I'm not. I mean I've never even.. you know." Twilight leaned in close to Applejack. "Had sex before." she whispered. "I like stallions but I just had to see this. I never do stuff like this."

"Just ya usually obsess an get all weird about stuff like this."

Twilight smiled. "That's for morning Twilight, right now I'm a little bit drunk. Another drink over here!"

The changeling Twilight on stage tried to focus on her work and not listen in on the conversation the mare she was imitating was having. The blue unicorn holding her leash was staring down expectantly at her. "Well Twilight? Trixie is waiting." both Trixie's forelegs shot down to hold Twilight's head as the mares tongue connected with Trixie. Her hooves grabbed at Twilight's cheeks while she tried to make the world stop spinning. The mare between her legs attacked her clit, fast licks taking short breaks to circle at its edges and make sweeps up and down her lips. Trixie's eyes bulged and her teeth grit so hard it almost hurt. Trixie's whole body trembled wildly her scripted mocking dialog towards the purple pony completely forgotten. The audience watched with as the blue unicorn involuntarily rocked her body back and forth in ecstasy on stage panting loudly.

"Enjoying yourself." the Twilight changeling whispered smugly between licks. She stole a quick glance at Trixie's face her expression was between heated pleasure and anger. She could feel the blue hooves trying to their best to grip her, feeling them go limp and tighten every time she sped up or slowed. "What was it... You... Said Trixie?... That you were Celestia's... Gift to ponies?" Twilight stopped licking and pulled her head back to get a good look at the blue mare. Her left eye was twitching and she was gasping air. "Do you want me to go a bit easier on you?"

Trixie stared out at the audience then back to the changeling. "I.. think our little unicorn has learned her lesson." Trixie said taking two steps back.

"I'd say she has." The real Twilight said just loud enough for Trixie to hear..

Trixie grunted. "For her final trick Trixie will give this lonely little sex starved shut in librarian the pleasure she has been so sorely missing." Taking a quick peek to see if her shot connected she almost beamed at the annoyance upon the purple mares face. "I want you all to meet my latest invention." Trixie held out her right foreleg and in a poof of smoke a blue cylinder appeared. The Cylinder was divided into eight sections each with its own ring of bumps around it. She held it out to the audience and lit her horn, Magic made each section begin to turn in the opposite of the one next to it in a short demonstration. "I call it the mare melter."

"What is it? What's going on? What was that whirring noise?" Twilight yelled unable to turn her head far enough to see what was in Trixie's hoof.

"Oh you'll soon find out." Trixie said smugly. "Kneel your forelegs Twilight." Twilight after a moment's hesitation did as she was told and Trixie knelled down above Twilight's withers reverse ridding her. Trixie levitated her invention out of her hoof. Reaching around Twilight's rump Trixie's hooves went to work teasing the mares slit spreading and closing her lips and sliding up and down its length. "Isn't she just gorgeous everypony?"  The mare melter floated over to the spread entrance and wiggled its way in.

"Trixie! W.. what are you.. ahhh! putting in... meeee."

"You'll find out soon enough my pet." Trixie tapped the device with her hoof pushing it in so that only the circular tip of the toy showed. Climbing off the mare she undid the hooks locking Twilight's chains to the floor. "Stand." Trixie ordered.

Twilight slowly got to her hooves. "Please Trixie tell me what... Eaaahhhh!" Twilight nearly jumped as melter began to twist inside her. Pleasure shot through the mares body as the device began to pick up speed.

"Walk." Trixie gave a short tug on the leash, then a harder one when Twilight didn't respond. Trixie led the mare slowly around the stage in a circle each and every step moving the device inside of her. Panting and grunting the purple mare moved as quickly as her chains would allow following the blue magician as led her around taunting her every step of the way. "Is that as fast as you can go. Come on Twilight let's give these nice ponies a view of you from every angle." Ending their trot around the stage back where they started Trixie brought Twilight to the edge of the stage. "Let them all see how much your resistance has crumbled to Trixie, how much you want Trixie." Twilight's face did not disappoint the audience, she was lost in pure bliss. Trixie walked around behind the purple pony and leaned into her marehood. "Beg your mistress to cum Sparkle."

Tears ran from the Twilight's "You win Trixie. I'll do anything you ask just please finish me." Trixie began flicking her tongue over Twilight's clit. "Trixie, please hurry! Trixie please!" Twilight felt herself about to go over when Trixie pulled her tongue away. "What are you doing Trixie?!"

Trixie lifted a foreleg and booted the changeling Twilight off the stage. The audience gasped but a magical blue and purple cloud formed around the changeling catching it and lowering her to the floor. "Trixie does not need real Twilight's assistance unless she wishes to come up on stage and melt as well." Real Twilight blushed and turned off her horn. Following her pet off the stage Trixie took the leash in her mouth and pulled Twilight towards a set of tables. "My magical mare melter can keep a mare right on the edge without going over, it even adjusts to their steps." Stopping at the first table where a grey stallion sat Trixie ordered Twilight to turn around. "So, umm.."

"Lucky." the stallion said.

"Care to give her a little lick." Trixie asked giving Twilights rump a tap with her hoof.

Lucky nervously looked over at the real Twilight who simply raised her mug. Shrugging he lent forward and gave the fake Twilight a long lick.

"Ohhhh!... Please I'm so, so close. One please I'll do anything." Twilight begged. Trixie gave sharp tug on the leash pulling the mare forward.

"Now Twilight you cum when Trixie says so." Trixie turned to the golden stallion beside Lucky. "Give her rump a little smack so she knows her place." Caramel hoof connected with Twilight and she yelped. "Did you learn your lesson."

Twilight nodded. "I cum when... when Trixie says so."

Trixie led Twilight from table to table offering each pony in the audience a chance to tease Twilight. Kissing her, petting her, smacking flank, rubbing her and licking her. Reaching a table near the back where a couple of mares sat she offered Twilight to the green unicorn. The unicorn leaned in and extended her tongue earning her a hard smack from her date.

"Aww come on Bon Bon I don't mean anything buy it."

Bon Bon shoved Lyra aside. "Then you don't mind if I have a taste then."

Lyra's eyes went wide. "Noooooo!" she yelled dive tackling her mare friend to the floor.

The audience laughed and applauded at the comical display. The real Twilight leaned over to Applejack. "Gotta be a plant."

Applejack took a long sip of her drink and turned to Twilight shaking her head. "You just don't know Lyra."

"Last table." Trixie said leading the changeling Twilight over to Applejack. Applejack wrapped her forelegs around the changelings neck and brought her close. "This must be hell for ya."

The changeling met Applejack's eyes with intensity. "This.. th.. thing feeeeels soooo.. goooood."

Applejack gave her a flat look. "I mean dealin with Trixie."

"Oh yeah that.. That's.. been.. hell."

Applejack just gave the changeling a quick kiss on the forehead and sent her Twilight's way. Twilight took one look at the desperate, hornless, wanton copy of herself and shrugged. "What the hell." she said and leaned in giving her a deep sloppy drunken kiss.

"Woooooooooooooo!" The audience shouted. Except for Applejack who was speechless.

The heat in the copies mouth felt incredible to Twilight. The copy attacked Twilight's tongue with her own licking it, poking it, prodding it almost desperately. The copy reached up and gripped Twilight's withers in her forelegs leaning in and forcing her tongue deeper. The sauced mare could barely keep a handle on what was happening while her copy tried soak in every feeling that wasn't the twisting pleasure machine that left her so close to satisfaction.

Trixie walked up beside the pair. "You two seem to be enjoying each others company. Trixie will help you enjoy it more." The glowing around her horn intensified along with the speed of the machine.

"Mmmmmnnnn!" They both cried through locked lips as the Twilight copy was pushed over the edge. Everything went still her every muscle quaking and spasming. Her grip on the real mare tightening the space between their bodies locked together, The real Twilight could feel every twitch especially the still tongue of her copy in her mouth. Twilight could still only imagine what her copy was feeling through the salted haze in her head. About half a minute later the copy went limp against her and she pulled away.

Trixie levitated the spent changeling Twilight up above the stage and climbed up herself. "Let's have a hoof for Miss Sparkle here and Miss Sparkle over there." The audience cheered for the performers clopping their hooves together. Trixie let the fake Twilight down onto the ground.

The changeling walked center stage. "Mares and Gentlecolts thank you for making our first live Show such a success. We are now offering Special 10 Bit twenty minute sessions for the next 5 hours with either Twilight or Trixie, please enjoy the stage show while you wait your turn."

"What!?!?" Both Trixie and the real Twilight shouted.

The changeling turned to Trixie. "You get 20% of this, say yes or go home bitless."

Trixie grumbled and pulling out her magic trunk. "Trixie's first trick requires a volunteer." Every stallion and a couple of mares raised their hooves.

Mere returning to its natural form hopped off the stage and approached Applejack and Twilight. "I guess I should thank you to Miss Twilight."

Twilight wobbled over to the changeling. "It ain't nothing there pal." she said draping a foreleg over the changelings. "I.. I.. just am glad I finally got.. some." Twilight attempted to take another swig of her drink before being blocked by Applejack's hoof..

" I think ya had enough there Twilight. "I think it's time we went on home."

Mere patted Twilight on the shoulder. "If you ever want to come back and have a private session the first one is free for you."

Twilight smiled. "Th.. thanks Mere but I don't want my.. first... urp.. time to be at a.. you know..."

"I do know." Mere affirmed.

"I would like to try that melter thing. It looks soooooo much better than my hoof. Not that I want Trixie to put it in. I don't like mares... I like mares but I don't... I mean.."

"I know what you mean." Mere said nodding its head.

Applejack turned to the changeling serving drinks. "Can we get some water over here or somethin."

"I like stallions!" Twilight blurted out. "I think, I haven't had one but they're cute.. You weren't my first kiss you know. Smartypants was."

Applejack facehoofed. "Okay Twilight time to go. I'll see you later Mere, see ya."

Twilight awoke in her bed next morning her head pounding. The sun was high above it must have been afternoon. "What did I do last night?" She shifted her head to the side her brain feeling like a lead weight. There was something else though, a lump under the pillow. She tried to magic it out but her hangover did not agree with anything head related at the moment. Reaching a leg under her pillow she pulled out a bumpy blue cylinder with a note wrapped around it.

*****

Until you find that special Stallion. - Mere.

*****