Changeling: Monster, or Misunderstood?

Chapters

A Toothless Wolf Among Ponies
Exploration
Experimentation
The Main Project

A Toothless Wolf Among Ponies

I laid there in that stinking, virtually-forgotten alley that I'd called my home in that Tartarus-damned town, among seemingly-forgotten bags of foul garbage likely months old and nearly too weak to so much as move. My name, not that I even have a 'real' one according to ponies, is not important, but my species is. I am a changeling, an insectoid race with the general shape of a pony, but otherwise rather different.

Instead of a coat of brightly-colored hair whose shade is generally unique to each pony, we changelings all have a uniform dark-grey-colored protective chitin, basically a form of natural light armor. We also have a ridge along our head and neck not unlike a dragon's that takes the place of a pony's mane. We have membranous wings and a jagged horn, with which we can fly and cast our natural transformation magic – as well as some novice-level unicorn-magic spells – respectively. Yes, we have the unique ability to transform to almost any creature of any size, race, or either gender so long as we've actually seen them before.

We Changelings will always remain loyal to our Queen, though some now question that notion, with me among those ranks. Many months prior this day, My Queen Chrysalis decided to try to take over the homeland of the Ponies, Equestria, with the full assault ending in a crushing defeat. When My Queen and our army was blown out of Equestria with a magical blast, I had been assigned to guard an outer building of the castle and the blast merely slammed me to a wall and knocked me unconscious for a while instead of blasting me to Queen-knows-where with the rest of my hive.

Upon waking, I had instinctively taken the form of a castle guard I'd seen earlier and quickly left the castle, fortunately getting away undetected. Now I have been stuck here alone among hostile entities in a strange land, many months spent barely surviving; no other changelings that I'd met, no Queen, and possibly thousands of miles from my hive. Utterly alone. Not to mention constantly starving.

I am but a simple worker drone, whose task it is to follow Our Queen Chrysalis' orders without question and work with other drones for an assigned task. Outside of normal Changeling knowledge of disguising oneself, beguiling others, and general dishonesty, we drones are also taught of pony society and how to infiltrate it to get what we require to even exist: love. Ah, even the thought of it made my heart ache in desire of love, my body's craving for that sustenance beyond what any pony can possibly imagine. It is to us what water is to all creatures. It is our very essence of life and without it, we will die.

As I laid there in the alley, too weak to transform and go fool a pony into giving their 'loved one' a hug or kiss for the small amount of love I got from it, I was suddenly covered by a shadow, unable to see as my vision adjusted to the changing light. Had Death finally come for me, I asked myself. As my eyes adjusted, I found it to be even worse. It was an Alicorn, and she was looking right at me, with me totally undisguised.

"N-no..." I whispered weakly, fearfully, as I feebly raised my hooves in defense from the blows I knew were coming, trying to push myself away from her but too weak to move. The last time I'd been caught out of disguise ended in a serious beating from a group of stallions that had cracked my chitin before I'd finally gotten away and had left me wounded for many months, the lack of a serious meal having set my recovery back and my chitin indeed still bearing a few minor cracks from that event. "...P-please...no..." was all I could say to the looming alicorn, my terrified pleas for mercy barely above a whisper as the pony moved closer to me. I raised my hooves higher the closer she got, looking away and wincing as I anticipated the horrible pain of hooves pounding on me, the stinging insults of being called a 'bug to step on', a 'leech', a 'worthless waste of life' adding insult to injury.

When the anticipated pain didn’t come some moments later, I dared to open my eye a slit and peak up, seeing the pony simply looking down at me with a curious expression. No anger in her emotional aura? No hatred? Only...confusion and surprise? This...was unexpected. I simply laid there for a moment in my submissive pose on my back as we stared at each other, my hooves still raised to cover my face as well as I could to protect myself, though I soon determined that I was not going to be tortured that day. If she’d meant me harm, she would have no doubt stricken the first blow already after all. I dared to lower my hooves to get a better look at the lavender mare, my eyes opening slightly more as I saw her simply standing stiff, just looking at me among the refuse piles. It seemed she was just as surprised to see me as I was her.

This standoff held for what felt like ages, and slowly I had bent my hooves against my chest and had my nearly-grey eyes as fully open as I could get them in my weakened state, looking at this alicorn back-lit by the sun, with her looking to me like Celestia after she rose the Sun from my position. I'd witnessed the Summer Sun Celebration once while I was still in Canterlot disguised as a noble mare and was indeed fascinated by it, fascinated by how one pony could hold the power to control what every life-form on the planet required to live, basically holding the power to dictate the life and death of an entire planet in their hooves. As I looked up to whom I then knew to be Princess Twilight of Ponyville herself, I felt the power she radiated – if not literally than figuratively, as she held my very life in her hooves.

"P-please..." I weakly whispered again, another plea for mercy. I knew I dared not move, lest she possibly sense it as a move to attack and retaliate against me. So I simply laid there, anticipating the worst, until finally she spoke.

'You're...a Changeling, aren't you?' the mare, Twilight had asked, now looming over me and looking down upon me, "but... you don't look like a threat. You don't look like a monster who will drain ponies into emotionless husks..."

I couldn't help but give a dry chuckle, followed by a wheezing coughing fit. "M-monster? Is that what...you ponies think?" I asked weakly, coughing again as I struggled to speak, my voice having a light, natural buzzing to it – "That we will drain all you have and leave you nothing?"

As I saw the mare meet my eyes and light her horn with magic, I closed my eyes as I anticipated my death. She was going to kill me, wasn't she. Finally, an end to it all.

As I felt a gentle tingling warmth of magic all over me, then a soft, furry sensation against my chest and a pair of hooves wrapped around me, I couldn't help but be stunned. I squirmed slightly in resistance at first, but quickly felt something that I haven't felt in a week since I grew too weak and lost my ability to transform - love. It was only a small amount, more like a passing affection for a cute puppy than real love, but was still a wonderful twinge of warmth in my chest, a feeling of sustenance that nothing else could fulfill. As I opened my eyes and looked, all I saw and felt was soft lavender hair, my muzzle indeed buried in her chest. Judging by the sensations, this mare had levitated me up to her and was hugging me, and I could feel love in that embrace. This whole situation felt...very odd and surreal, but wonderful.

After a few more moments of that wondrous sensation of love entering my body, I felt as the mare had set me down gently in a seated position on the ground, with me having looked up to see her now sitting as well, her head slightly cocked. 'Well, that didn't hurt me at all...' she said, her tone of voice suggesting that this was a great surprise to her.

Even with such a small amount of love from that simple embrace, I couldn't help but feel a little stronger, more able to move now from the small 'snack' she had given me. "Di-did you expect a hug to hurt?" I asked, seeing her expression change as she looked to me.

"I...I didn't really know what to expect, with all the rumors floating around about the stray Changelings in Ponyville and Canterlot. How your touch burns, that even being near you will suck the emotions out of a pony and leave them unable to love or feel anything except empty inside for the rest of their lives..." Twilight said, her eyes shifting in thought, "Can...I help you somehow?"

My laugh this time was a bit stronger from my love 'snack', but at the same time remained weak. "You ponies, always assuming that just because something is different than you that it's instantly dangerous and scary!" I’d said, again following with a hollow laugh. I felt no humor, however, instead finding my anger building.

"Foals, all of you. I need no help from your kind!" I said defiantly, "Last time I accepted "help" from somepony in my natural form, I got nothing but a verbal and physical beat down, the belittling of my kind adding more to the stinging blows they inflicted. Oh yes...actually, there is a way you can help! Leave! Leave me to die in peace, or kill me yourself!" I hissed harshly, my words scathing. I no longer feared death nor this alicorn, instead looking forward to it if it meant relief from the gnawing hunger and having to sleep on a stained, filthy cardboard box at night, the fear of being beaten in my sleep just because of my species - or more specifically, what my Queen did - ever looming as I closed my eyes to rest.

I saw the Princess's expression change to one of hurt, though whether it was authentic or not I could not tell. I could tell the hint of blue sadness that slipped into her aura though. "All I wish to do is help you..." Twilight had said in a wounded tone, "...a-are you sure I can't help in some way? I mean..."

"Beat it!" I’d interrupted sharply, getting tired of the false concern that had before only led to the pony offering it stabbing me in the back-carapace later; "I don't trust your kind! GO! AWAY!"

Suddenly, I saw the mare bend over and bring her muzzle to mine. I nearly hissed and bared my fangs out of instinct to scare her off, but felt all urge to fight her off and make her leave dissipate as I felt her lips on the top of my muzzle just above my nose, feeling another tiny surge of affection flow through me like a warm fire after coming in from the freezing outdoors in winter.

Even through such obvious rejection, this mare still persisted. She was something else alright...

~ ~ ~

As I reached down and gave this changeling a kiss on the top of its muzzle, I couldn't help but feel pity for him. While I had indeed stumbled upon him by accident, having heard a shuffling in an alley and curious of the source, I noticed that he looked and acted extremely weak, lethargic... possibly near death. As I saw its eyes, I knew that was likely a fact. The changeling drones I'd seen in Canterlot had blue-green eyes, and this one's were nearly gray, only having saturated ever-so-slightly when I showed it some affection.

I knew the risk could be great coming in contact with these creatures from all the rumors I'd heard about them, but I also knew I couldn't just walk away and let it die; it was still a living creature who needed help after all! Even after it literally telling me to hoof it, I knew it was most likely only saying that because of its previous experiences with other ponies, with it obviously fearful of me and acting out because of that fear.

if that simple hug and kiss didn't hurt me, which of those rumors were true? I had asked myself, indeed wanting to test how much truthfulness those rumors I’d heard of changelings held, if any at all.

I removed my lips from the top of its muzzle a few moments later, hearing what sounded like a disappointed chitter coming from the changeling. I saw its brows were still furrowed, but now it had a confused expression instead of an angry one. Finally, I chose to speak again; "Come on, I really do just want to help you," I said, sincerely wanting to help the creature...even if I did indeed have an ulterior motive.

I had long wanted to study how changelings absorbed love and the effects it had, if any, on the ponies they 'fed' from, but never had a changeling subject to use for them. If I could somehow get a hooves-on study, even if it was at a risk to myself, surely I could help other ponies understand changeling-kind more, to show how they're probably not a threat any more than any other starving creatures desperately looking for food. Possibly even less so, given their sentience. This seemed like the perfect opportunity to do so.

I watched the changeling's glare crumble, with it gaining a confused expression and narrowing its eyes, looking at the ground with a scowl. "I... I don't know. Why help me, a 'filthy changeling'...a 'bug'?" it asked, shifting uneasily. Well, I was making progress.

Finally, trying to clinch the deal, I moved to wrap my hooves around the little insectoid. I gave a gentle hug and noticed how soft its chitin felt, almost like hugging another pony save for being smoother and a bit harder, as well as lacking fur. I gave a gentle nuzzle under its muzzle, looking up to notice its nearly-grey eyes saturating another shade brighter. Well, that was a good sign, I was sure. "Come on, you’re not worthless...and I know you need a good meal and I can give you one. No catches, no payment needed. I just want to..." I’d said as I squeezed a little tighter, "...learn a bit about your kind.

~ ~ ~

I felt her hug me again as the mare offered her help, and after getting a taste of what my body so craved and still being in her embrace, I’d felt much more inclined to take her up on her offer. I felt my heart warm up, generating the same feeling that had just coursed through me brief moments ago when she'd kissed me on the muzzle. I looked up into her eyes, seeing honesty and sincerity...and I did need the energy. So, though still unsure of the situation I was suddenly thrust into, I nodded slowly.

I felt as she released me from the embrace when she backed up, then as she put a hoof against my cheek. I leaned in on reflex to the soft warmth against my cheek, her other arm going to my side as she’d balanced on her haunches. I briefly looked up to her again, and saw her smiling softly as her head met mine and our horns rubbed together, but I then looked away out of habit as I met her eyes. On a whim, I reached my hoof up and wrapped it around her arm on my side, hearing a quiet, seemingly happy sigh from her. As I dared to look back to her face, I saw her still softly smiling, her expression being one of...affection?

I soon broke the hug and we both got to a sitting position again, though I couldn’t help but feel disappointed once more, like having being offered a fine meal but only getting a spoonful. "So, what is the best way for you changelings to feed?" I heard the mare...the mare, Princess Twilight...ask in a more serious tone, feeling her getting nice and close to me as she nuzzled against me again, feeling a genuine affinity from her. "How can I 'feed' you the fastest?"

I blinked slightly at that question, myself somewhat unsure. I'd previously heard gossip among my fellow drones about what the queen and some of the drones did during mating season, and sometimes outside of it, but 'advanced feeding' was always reserved for the Queen and the breeding drones alone from what I understood, with simple worker drones never allowed to participate except in dire circumstances. I knew I didn't dare bring THAT method up with this mare basically offering to save my life however. "Actually, I'm not so sure if there is a faster method...but right now, I do feel like it is faster than earlier..." I said as I’d felt a warmth come to my cheeks, with Twilight continuing to show affection towards me despite everything that I'd said and done earlier. "Why... why are you treating me with such kindness? Do...do you have other plans for me or something?" I asked somewhat suspiciously, knowing that look in a pony's eyes. The one that told me not everything was as it had seemed...

~ ~ ~

I sighed, hoping he wouldn’t have noticed the over-exaggeration of kindness in my voice. "Ok, Ok, I...kind of do have another motive besides exclusively helping you." I noticed his eyes narrow. "W-wait, it's nothing bad! I just want to study how changelings absorb love, and with that knowledge I could help other ponies understand changelings more; try to show them that maybe you changelings are no different than anypony else looking for food." I said, shifting on my hooves as I was caught out, biting my lower lip."B-but I promise, I do want to help you too!" I then finished lamely, hoping it believed me. I did also have another curiosity I'd like to quell, but...

I watched as the changeling's expression changed to a light frown, able to tell that it was thinking that this was all only for my research and nothing more. Finally, I heard it sigh.

"Fine. As long as you give me the love I need."

I then started getting close to it again - before remembering we were still in a dirty back alley, sitting on a stained, smelly flattened-out 'Ponyville Shipping' box next to garbage bags that had been there for Celestia-knows-how-long. "Would...um...would you like me to transport us to somewhere more...well, comfortable?...and hygienic?" I’d asked, already starting to make my horn glow as I brought to mind a much better place.

I watched him nod, getting onto his hooves with much more vigor now, apparently feeling much better now that he'd been empowered more by my affections. I focused my magic as I reached a hoof to him and wrapped it around his neck, with him undoubtedly feeling the same magic tingle I had over my whole body.

In a flash of white light, we found ourselves still beside each other but now in a moderately-sized, lavender-colored bedroom made of crystal, standing next to a rather large, soft bed; my bedroom in the Castle of Friendship. My bedroom walls were covered with bookshelves on most walls, a studying desk over in one corner full of a previous study project, as well as various other pieces of bedroom furniture. I waved a hoof across the panorama from my bed, the whole room visible from it. "Well, welcome to my personal chamber." I said, my tone much like a tour guide.

"Your bedroom, it looks nice." It replied, looking around my room, "I haven't been indoors for so long, let alone some place so...pleasant."

I smiled, but then realized that the smell of rotting hay and vegetables had followed us, the scent apparently clinging to my guest. "Uh...may I perhaps suggest a shower before we proceed?" I asked, trying to be polite even as the scent of garbage emanating from the changeling grew. "Here, follow me to the bathroom." I called out behind me, having taken off out of the room at nearly a trot, very eager to get away from the changeling’s rancid stench.

~ ~ ~

After the Changeling cleaned himself up, now smelling like my lavender shampoo instead of garbage, I’d decided to proceed with the interview I’d secured before. Guiding him to my bedroom, we both sat on my bed.

"So, are you ready to proceed?" I asked, getting a sigh and nod from the changeling.

I smiled at its, albeit reluctant, acceptance. I summoned a notepad and quill from the study desk, simply placing it aside for then. "Ok, um...first off, are you a male or female drone? I wouldn’t want to refer to you in my notes as only an ‘it’. Seems too...impersonal. " I said, noticing it scowl slightly at the question, "Oh, I'm sorry, no offense intended! It's just...kind of hard for us ponies to tell changeling gender. It’s not as...obvious as a pony’s gender."

"I am a male drone." the changeling said instantly and flatly, the scowl remaining on his face obviously telling me he was getting annoyed already. I nodded, writing that down, the fact that he was indeed a male igniting that nagging thought at the back of my mind. I ignored it for now however and just continued on asking my routine questions.

"Ok, so there are male and female drones. Now the biggest question; how do you feed off of ponies' love? Do you just...absorb the love, or do you 'suck' it out of your prey somehow?" I asked, my quill writing quickly as I filled in some basic questions I was going to ask him.

"It's a sort of a passive thing," I heard him say; "Naturally and without knowing it, we take 'love' as sustenance whenever it's projected and we're close enough to the source, with physical contact assuring the most love transferred. Of course, we can force more love from a pony, but many refuse to on principle...except Our Queen,"

Noticing Twilight blink and lightly cock her head, he further explained. "I know for beings like you who actually feed by eating only solid substances that that's a strange concept, but really we just...do it. Like breathing. Also, I don't consider ponies as 'being prey' to us, regardless of how My Queen portrayed us as mindless predators. I prefer to call them our...benefactors."

Suddenly, my mind kicked back again to another passive thought I'd had during a less...appropriate time. An invasive, persistent thought I'd had as my estrus started shortly after the changelings had invaded Canterlot. One I couldn't help but ponder to this day. "...and about breeding, do you...well, do you changelings just breed like we ponies do, or how? How is your Queen involved? Does...does your queen eat the male after mating?" I asked simply, if totally out of the blue, cocking my head slightly in anticipation of his response.

My eyes widened as I heard the pony ask about 'advanced feeding' and 'breeding', and would indeed have been on the ground in shock if I were not already laying there. "Ex...excuse me?" I asked, flabbergasted, sure I'd misheard. Then I realized it. Maybe this was a test of some sort. Maybe she was having second thoughts and was looking for a guilt-free escape route! Deciding that she was trying to break our deal, I then got a bit hostile; "I don't know, why don't you ask her yourself?" I asked sarcastically, rolling my eyes.

Upon seeing her expression telling me she wasn't budging until I gave her a real answer, I sighed in submission and began to recount what I knew about our breeding process. "Well, this is quite the change of question tone, but fine...though I'm young and don't really know much about those kinds of 'relations' except the mechanics of it, so it may not be totally accurate. I've also never actually been given the right to 'pair' with Our Queen either, given I am indeed physically too small, and a worker drone." I said, shuffling a bit at the topic many found uncomfortable to discuss.

Twilight shifted, her wings shuffling, before cocking her head and wordlessly telling me to proceed.

"*Anyhow, as far as I know, a male breeder drone, or occasionally a worker drone to 'promote genetic trait diversity', is chosen by the Queen herself for the honor of breeding with the Queen, who is the only one of a colony who can produce eggs. I think it's the same method you ponies use, in which the male mounts and enters from behind, they mate for a while, then the male 'puts his seed' into the Queen after going all the way in, his knot swelling up big in her so nothing can get out, and so no other changelings can breed her until her brood is likely fertilized by him."

Twilight then nodded, the quiet scratching sound of quill on paper barely audible as she wrote down what I was saying, her face scrunched up in a mix of what seemed to be arousal and slight repulsion.

"After the drone 'ejaculates about four billion sperm' for the Queen's hundreds of eggs, it's her choice how many eggs she lets his sperm fertilize, and when she wants to get rid of the rest of what she doesn't use, or if she wants to keep it for future clutches. If she wishes, she can also use the more common method of implanting unfertilized eggs in a carrier drone, then have them fertilized by a different male ‘inseminating’ her separately to further 'diversify the genetics pool and promote family units'...whatever that means. After The Queen is 'bred', she then lays about five to seven eggs, fertilized or not, into each of the female, or hermaphrodite drone. Yes, some of us have both male and female genitalia..." I paused to consider how to put this; "...well, she lays them in what would be equivalent to your ponies' womb, for incubation, using an ovipositor, which is like...well, basically a really long penis-like tube that releases only eggs and the nutritional fluid for them instead of sperm or urine. After the eggs are fertilized, if they're not already fertile when laid in her, the female drone, known then as a 'broodling', carries them for about six months before giving birth."

Twilight opened her mouth to speak, but was interrupted as I continued; "Yes, before you ask, we changelings do give live birth. The eggs hatch inside of the female's womb when they're fully matured, then the live grubs, what we call our newborn young, are born from her much like you ponies give birth I think, with ‘vaginal contractions pushing them into the world’.* The egg casings are then absorbed by the mother. The grubs then grow to nymphs over years, then mature nymphs like me, then finally adults. Also, no to your earlier question; Our Queen doesn't... [i[eat the drone she was fertilized by after breeding, contrary to that vicious rumor about Her. Changelings are not barbaric..." I finished, telling all I knew about how we changelings made more of our kind, “...and that’s it. That’s all I know that seems relevant.”

I watched her neutral expression change briefly to one of disgust, then one of comprehension as she wrote down what I’d said. I then watched as she got up after she'd finished writing and set the quill down, after which her horn dimmed, her expression growing to a small smile. The kind of small smile I've only seen once when a mare gave it to a stallion she'd really liked the looks of in her estrus. When I'd been said stallion. With that mare having nearly pounced me in her need before I’d escaped.

"Do you want to...y'know, physically 'explore anatomy' with me?" Twilight had suddenly asked, and I swore my jaw hit my chest.

Author's Note

Twilight, what are you up to? :twilightoops:

* - this section displays the basic idea of changeling reproduction, modified by myself, that is actually borrowed from dirty little secret in his story Sex Ed Changeling Style. Check it out, it's awesome!

Exploration

"I asked if you wanted to explore with me. I examine you, and you me; a hooves-on style of learning." the alicorn mare Twilight asked again, confirming what I'd thought I'd heard. This pony wanted to...study me, a random changeling she'd just met, and me her. Hooves-on.

"F-fine. Do as you wish then." I said a bit trepidatiously, but I needed her promised love; if it meant subjecting myself to her experiments and...possibly desires, so be it. I watched as she again approached me and felt another tingling of magic all over me, then she started to suddenly, softly lick along my neck, working down to my chest. I gasped in surprise as I found myself rather enjoying the pleasant if unexpected sensations, finding her licks to be quite nice, with the love and the physical contact passed on to me feeling even more so.

"P-please, don't stop." I whimpered, finally feeling myself being fed after so long without, even if it was mostly inferiorly-nutritious lust with only a little love mixed in, the physical pleasure also a nice addition.

~ ~ ~

I approached the changeling, brought it into another embrace and started licking along his neck intimately. It was almost as warm as a pony's, but actually much nicer given there was no hair left on my tongue to deal with. I'd been with a few stallions in my days, but they were always rude, arrogant colts who only wanted one thing: sex. Even when I gave a couple stallions what they desired, I wasn’t pleased beyond the passive pleasure that comes with too-brief sex, them only lasting from mere seconds to a few minutes before finishing inside or all over me, and passing out on top or beside me, leaving me coated or filled with their seed. Neither time had I been brought to orgasm by them, and had to 'get myself off' with my magic afterwards.

I refocused my efforts on the changeling before me, my tongue tracing along his jawline now, feeling him shudder beneath me, completely submissive to my advances. As I reached his muzzle, I paused for a moment before suddenly pressing my lips to his, his eyes darting open and focusing on mine before drooping, with him giving a small pleased moan to match my own. I once more felt the gentle tingle riding my spine like electricity as I kissed him, holding it for a short while before pulling back and looking into his eyes, seeing them a slightly deeper saturation of color now from the near-grey I'd earlier seen them as, if only just.

"I need more love...please." the changeling asked, and I nodded, starting at his neck and moving slowly lower, actually rather liking the warm, smooth texture of his shell against my tongue; hard but pliable, overall not too much different than a pony's skin other than being a bit harder, really.

"Is this doing anything for you? Are you getting love?" I asked, though already knowing the answer from the coloration of his eyes saturating shade by shade more, keeping my tongue focused on his chest for a while as I awaited a response,

"Y-yes some, and it...does feel nice...but I...I feel something more, I think. It's strange..." he said as I saw him reach out to touch me, only to pull back at the last moment. I leaned into his still-outstretched hoof, placing it on top of my head behind my horn as I moved my muzzle to within an inch of his.

"It's OK to touch, I promise I won't bite or anything." I said, giving a light chuckle as I brought my muzzle to his, meeting my lips to his again in an instant as his hoof softly stroked my mane, "I promised we could explore each other after all.”

My quill was now writing again about everything I could about his body – from his scent, to the texture of his chitin, to the flavor of him, to how I was feeling – never stopping its movements.

I had to admit, kissing this changeling felt, well, different than kissing a stallion, but it was by no means unpleasant; his lips a little harder than a stallion's and his flavor being significantly different though not unpleasant, but those were the only major differences. I wrapped my own hooves around his neck as well as I could, initially trying to avoid the spiky, ridged-looking crest he had - only to find it was fairly flexible upon touch, not much unlike my young dragon assistant, and virtually son, Spike's head-fin. Upon finding that it wouldn't hurt me, I pulled him tighter into me, letting my tongue lick softly against his lips.

~ ~ ~

I felt a sudden warmth course throughout my body as Twilight kissed me, a surge of heat that felt like something had burst inside of me; by no means was it negative, but it was certainly nothing I'd ever felt before. Wanting more of this feeling, I wrapped my hooves around her securely to keep our kiss intact, though I had to admit I was still suspicious of her. For a moment I contemplated pulling away; I mean, why was she doing this? What pony in their right mind would just randomly feel up, then kiss a feared creature, a changeling, and insinuate wanting to do...more? As I released my grip on her but still felt her keep a hold on me, I started to resist a little, squirming and trying to wriggle loose.

Apparently Twilight got the hint and released her hooves' grip on me a moment later, with me suddenly breaking the kiss and quickly putting a bit of distance from her. "Is there a problem?" she asked, concerned, "Aren't you getting any love from this?"

I nodded, indeed having gotten a small if steady trickle of love from her, but— "It's just that...this is all quite sudden..." I said, panting slightly from the extended kiss, having forgotten to breathe as I was fed; "...and while it does feel very nice, in multiple ways, this is just so...random. So...rash. I mean, what kind of pony just randomly makes out with a changeling and feeds us love? You're supposed to hate us for what we've done!"

I watched her shrug, then slowly approaching me again. "Well," she started, "you need love to live and I'm willing to provide it, and you are of a species ponies don't understand and may very well wrongfully fear and hate. I mean sure, you invaded us, but that's because you were starving and your Queen made a bad decision to try to resolve that problem, at least from what the other captured drones told us. I think changelings may still have hope, and what better way to find out than befriending one? I proposed that I give you a good meal and some pleasure for some information about your kind. Is that really such a bad trade? It seems like a win-win deal to me." she said, and as she finished, she was so close to me I could once more feel the warmth of her skin against my chitin.

I backed away a little, still hesitant; "Well...w-we don't exactly have to transfer love this way, you know." I said, blushing lightly as I felt her nibbling on my ear lightly now, it flicking between her teeth at the stimulation; "I mean, are you not uncomfortable with this? We've only just met, and as most ponies say, I'm supposedly a fearsome...’monster’..." I finished, nearly spitting the last word.

I noticed a subtle expression from her as I said 'monster', one of...desire? Twilight got a bit closer to me, giving me a soft kiss on my ear, "...but wouldn't this be the most intense form of love released for you to consume? Wouldn't this be the fastest way to feed you?" she asked, whispering into my ear; "After all, doesn't sex feel good for changelings too?"

I tensed briefly as she finally said that word, with that having opened a whole litter of grubs now as I realized her ultimate implications. Of course she didn't just want to make out and cuddle; she wanted the real deal. She wanted me to...to breed with her.

"Well yes, it does. But while it does feel good, I do have morals you know..." I said, my body betraying that statement however as an erection had already threatened to start emerging during the heat of the kiss from earlier, with her suggestive actions and implications not at all helping it die down, it becoming harder for me to retain within its cavity, my lower abdomen bulging slightly as more blood flowed to it. "It's just...this feels wrong. Breeding should be something done when two ponies...or changelings...share a special love, or when they mean to make young... not just for a...a 'trade.'" I countered, still fighting, but at the same time feeling my resistances crumble. I mean, did I really want to refuse the mare who was literally saving my life, and offering her body to me? Did I really want to miss the opportunity to breed pony royalty and lose my virginity at long last, to such a prominent figure to ponies?

~ ~ ~

I backed away a bit from the changeling, lowering my head. "I'm...sorry if I've offended you, mister changeling. I...just wanted to help both of our species, and you personally." I said, a hint of genuine repentance in my voice, "I can understand if you could never love a pony but...well, you did feel sincere affection, right? We...well, we ponies can't really fake that..." I finished, a light blush growing on my cheeks. I really did...kinda like this little guy.

"How could you love a complete stranger, especially considering that my mother...Queen and siblings tried to take over and enslave you ponies..." I heard him reply softly, even as I felt his front hooves caress my back gently, rubbing up and down the curvature of my spine. I shuddered slightly at the first sign of returned attention from him, the feeling of his hooves different than a pony's hooves, if a bit softer to the touch.

"Well, how do ponies who love each other meet? As complete strangers. How does a relationship develop? Well, by them getting to know each other more. I don't believe that Changelings are all just part of a hive mind, with no personality. You wouldn't have the free will to stay here in Ponyville if that was the case; you would have gone back to your queen the moment you awoke and found you were separated." I said, indeed having thought about this for quite a while after the Changeling invasion and learning of the stragglers.

I felt the rubbing stop and turned to look at him, seeing his expression change to one of thought. "All of that is right. I do have free will, and I hate my mother for what she did to our species' name. She gave me life and tried her best to provide for her children...but there were so many other ways she could have gone about getting us love, you know?" I heard him say, before then feeling his hooves work on my lower back, stirring closer to my flank. '...and about this whole 'romance' thing... I don't believe ponies commonly have sex to get to know each other, do they?' he asked, what sounded like a hint of suspicion in his voice, with him apparently knowing at least somewhat of pony customs.

I shrugged my shoulders in response, my loosely-cropped mane loose and flowing over them; "It depends on the ponies, or in this case the pony and changeling. Some choose to be physical the first time, some choose to wait. Me, I'm more of a hooves-on kind of mare..." I said, returning the changeling's affections by moving my hooves down his back, finding the small, insectoid wings there. "Are your wings sexually sensitive, like a Pegasus pony's?" I ask as much to myself as him, careful to avoid touching them until I knew it wouldn't hurt him somehow.

I felt him nod as he continued to slowly move his hooves down my spine after his brief exploration my own sensitive, feathered alicorn wings, feeling him rubbing my croup and making my tail start to flag on reflex to being touched there. "They're sensitive to all touch, so just don't rub too roughly if you do want to...play with them..." I heard him say just as he finally placed his hooves, one each, on cutie marks, apparently getting a nice feel for them.

~ ~ ~

It was a rather odd fantasy of mine, to touch and feel this particular area of a mare; to feel the spot that showed what made them unique to others. The mark of their destiny, and something I would never have. It felt as soft as the rest of her fur, with the skin and flesh underneath soft yet firm; much different than a changeling's flesh. "...Does this make you feel uncomfortable?" I asked, but all the same continued the soft rubbing on her stifles, the soft sighs and quiet moans she was giving telling me she wasn't protesting, at least not on a physical level.

I felt her squirm slightly as I rubbed her rump, feeling her shake her head 'no' as she then carefully unfurled my wing with her magic, rubbing the leading edge and avoiding the membranes for now. I gave a quiet 'mmm' of my own as she rubbed them, with them indeed being a bit more sensually sensitive than I let on. "N-no, I'm not uncomfortable at all. It's just...all ponies are pretty sensitive there. Our cutie marks and croup are...well, rather sensitive erogenous zones." I heard her explain, noticing myself starting to relax more as she gently rubbed my wings, feeling as she started nuzzling against my muzzle as she rubbed. I could feel the love that was radiating off of her, feeding me in a way most changelings could only dream of being fed.

"I'll keep that in mind." I said as I rubbed a little more roughly, deciding to do some of my own 'experiments' since this mare was indeed willing. I looked up to her eyes and saw her lustful gaze, along with feeling her faster than normal heartbeat against my chest, showing her excitement even more, her aura now clouded in the bright pinks and oranges of love and lust and the red of passion. As I kept rubbing her rump gently and hearing her continue to quietly moan and shift around, I could only hope I was doing it right. This was my first time being intimate with anypony after all.

~ ~ ~

I gave soft moans of encouragement as I felt his rubbing increase, reciprocating in kind by giving light kisses along his muzzle, noticing how while his whole body had felt cold to me before, almost insectile, he now felt quite a bit warmer - as though my love was literally heating him up. "Does consuming love increase changelings' body heat?" I asked, feeling myself starting to get more aroused as he nuzzled against me, his hooves digging deeper into the muscles and sensitive spots of my rear and making my breaths become more shallow and faster.

"It sure feels like it now, with you on top of me like this," he replied and gave a soft smile before giving me a light, testing kiss on my lips, then quickly following up with a longer and more passionate one as I pushed back. It all felt so good, feeling pleasure from two sources: his hoof rubbing on my flank, and the warm feeling of a stallion, species notwithstanding, pressed so closely against me, his lips pressed so tightly to mine and sending tingles down my spine.

I decided to move on, climbing off of him and moving down to lay beside him, leaving the changeling on his back. I started planting gentle kisses on him again, sensing and smelling his lust. As he shifted a bit and my lips reached his lower belly, it suddenly popped out into my sight, hitting and lightly pressing into my shoulder.

I backed up a bit and looked down to see his member, lightly recoiling at first at its appearance. It was kind of like a stallion's, having a series of ridges that looked like a number of medial rings and also being the general size of the average stallion...but those were the only things it had in common. The light blue-green shaft itself, its coloration not unlike his wing membranes, lightly tapered up in size the further down I looked, with several ridges much like a pony's medial ring towards the middle, and at the base was...it looked like a big, swollen-looking section of some sort; likely the 'knot' he'd mentioned before when he talked about how changelings breed.

The tip of his penis was rather thin and I quickly noticed there was also a distinct lack of testes, with me figuring that, like most insectoids, a changeling's were internal. The penis also had what looked like a wet coating already, what I could only assume was some sort of natural lubricant, with those fluids also having a slight greenish tint. "Oh, so that's what a changeling's erection looks like. Well, this certainly looks...interesting." I said, my tone showing my slight unease. I mean, it WAS something really new after all...and not what I'd been expecting.

~ ~ ~

I looked around for a few moments, feeling some very definite 'tension' in my lower belly, my erection still going strong from Twilight's' actions and only encouraged more by her kissing along my neck and chest, my urge to just let the muscles holding it in go slack and letting it loose growing stronger by the second. I blushed a little more deeply, noticing she was oblivious to this predicament of mine and as she looked to me, I felt my member twitch within me in irritation. I whined a little but kept it to myself for now, only hoping she was almost ready to do something already.

"Your bedroom, it looks nice..." I said, trying to be polite even as my duel cravings were eating away at me; to be fed, and to breed. Then I shifted, feeling Twilight start to lick at my lower belly...and suddenly lost control over my pelvic muscles, my fully-erect penis sliding out and tapping against Twilight, my cheeks flushing green in a blush and my body freezing up as I saw her eyes move to the prodding sensation immediately.

After a few moments of holding stark still, and her most obviously studying my hard cock, she spoke. "Well, this certainly looks...interesting." she said in a tone suggesting discomfort, and I couldn’t help but frown a little, as her reaction seemed... more than a little off-put.

Deciding not to push my luck, I went to pull the plug before it got any worse. "We don't have to do this...I mean, no pressure. You've already given me more than enough love, and I'd be happy to just answer your questions instead..." I said, though even I could hear in my tone that it was a half-hearted dismissal.

I then watched as she shook her head 'no', before reaching her muzzle down and giving my penis a light lick.

Author's Note

Twilight you naughty pony...

Yes I'm aware of the massive tone shift from the first chapter. Yes this is a clopfic and I'm getting on with that fact. No, I won't really be mentioning much more in Changeling politics past this.

Experimentation

I shook my head 'no' as this changeling tried to get out of what I had planned for him, his cock on full display as he laid on my bed. I was actually more intrigued than revolted by this changeling's...stallionhood anyhow, not off-put as he seemed to think. As if to say I was accepting of his different but rather fascinating member, I somewhat-hesitantly reached my muzzle down and gave it a light lick. I expected to grimace and shy away because of the slimy-looking texture, but instead I licked it more.

His penis's entirety seemed to be excreting some sort of slightly-greenish-hued lubricant and it was VERY sweet, not unlike apples in comparison but with more of a...different flavor; It was slightly more sweet than an apple, but also had a flavor one I could only really describe as 'male' with a strong hint of 'changeling'. It was indeed rather thick and viscous, but it wasn't so bad; not my favorite texture, but I continued on, something driving me. "Mmm, I didn't know changelings tasted so GOOD down here!" I commented, eagerly giving a few more licks.

I heard my bed-partner gasp lightly at my first lick, before proceeding to moan loudly at my next ones as he then opened his legs spread-eagle and gave me easier access.

"I-I'm glad you l-like it...Ahh, that feels amazing, Twilight..." I heard him moan out, him remaining mostly still beneath me as I slowly licked all over him, enjoying the flavor of his fluid as well as the firm yet yielding texture of his member along my tongue, my tongue-tip sliding along the smooth tip of his cock.

"Foo tase amazinf!" I said, my tongue too busy licking at what his body was producing to respond properly, realizing that this must be the changeling equivalent to pre-cum. Deciding to take it a step further, I climbed on top of him again, making it so I laid vertically on his chest, my rear facing his muzzle and his penis facing mine. Despite me having to compensate a little given he's smaller than me by quite a bit, I managed to line us up well enough in the '69' position. "You can feel free to return the favor...oh, and please mind the fangs. I'm really sensitive back there..." I said suggestively, flicking my tail over my back to reveal my lightly-moist vulva to him, and promptly took his tip into my mouth.

"Of course." he said, feeling as he placed his forehooves on my rump as he did before and pressed down on it. After a long number of seconds, he then started taking a few seemingly very cautious, light laps at my vulva, as if to test the waters; after which I felt his tongue licking at my left lip slowly and lightly, almost teasingly. I gave a gentle gasp as I felt his long tongue lap over my lips, with it feeling almost reptilian in length, but not in shape, like when Gummy licked a sugarcube from my hoof that one time. This tongue however was actually fairly similar to a pony's in general shape, if a significantly thinner.

"Ahhh, you're gonna eat all of my love, aren't you...?" I asked breathily, pulling away from his sweet-tasting cock for but a moment to speak before going back down on him, enjoying the gentle taper of his shaft sliding in and out of my mouth instead of the outright huge bulk of a stallion's cock. I moved my tongue over the underside, moving a bit lower to find one of the rings, my tongue-tip then weaving between the ridges of his penis.

~ ~ ~

I jerked a bit as she licked over the underside, then over one of the rings of my penis, knowing from touching myself there before in curiosity that those were very sensitive. I moaned into her marehood as I continued to sloppily lick around and inside her entrance to try to please her in return, the scent and taste of the aroused mare quite pleasant to me as was the now-immense amounts of emotion she was giving off, her aura a hot pink, orange, and red; love and lust dominating it and both quite delicious to me, passion adding a nice zest to it. Each lick into her seemed to make her release another pulse of emotion, making my body mix the pleasure of being fed that life-sustaining emotion with the pleasure pulsing from my loins as I felt her continue her own ministrations down there.

As she then slid my tip into her hot mouth and played her tongue over it, my mind numbed at the sheer sensation of that hot wetness surrounding my tip; then she went down deeper, her lips rolling over each of my rings as I entered her rather hot mouth, my glans nearing the back of her tongue. It was heaven. I felt her slowly rolling her tongue over what of my length was in her mouth, feeling myself pulsing lightly in her muzzle as I felt another shockwave of pleasure roll through me when her tongue went between two of my rings. Only after that, I realized that I was still only gently licking her as she was going to town on me, being shown my shortcoming swiftly.

As I felt my muzzle dive into her and caught a glance of her horn glowing, I quickly determined that she was using her magic to not-so-subtly prod me along. Given just how hard she is working to please me, I followed her wishes as well as I could with no prior experience, and pushed my tongue into her, my mouth pressed between her nether-lips as I do so, my lower jaw unknowingly pressing firmly against her clit.

~ ~ ~

I gasped as I felt his long tongue enter me, at the same time reaching that strange swollen bit near the bottom of his cock and giving it a gentle lick with the tip of my tongue. As I felt his hips jerk up in response and his tip poke the back of my throat and starting to slide down it, I found that his tip was thin enough to not cause me to gag at all – so I decided 'what the hay' and kept my tongue working over it, realizing how ultimately sensitive his swelling base must be to elicit such a reaction. As I felt the lump grow larger in my mouth as he continued to hump softly into my muzzle, feeling his pulses grow stronger, I knew he was getting close...but so soon?

I kept licking him for a while more - until I suddenly felt a massive surge of pleasure as his chin grounded directly against my clit on a wink, making me give a pleased whine as I felt a strong tingle roll down my back. I knew that sensation as he focused more on it, wrapping his tongue around my clit and gently squeezing, I felt that, not only was his tongue wrapped around my clit, but also going inside of my passage at the same time! I tried to contain myself from squirming too much but the pleasure was building up too quickly, my hips instinctively grinding into his muzzle lightly as it spread apart my lips and entrance, with my passage feeling contentedly spread. I gasped as he then apparently removed his tongue and spread my lips with his hooves, holding me open for a while as I felt the accompanying, distinct tingle of magic.

After a moment, I felt a deeper and deeper spreading sensation as his magic snaked deeper into me before stopping at my very end, leaving me fully stretched out. He then resumed his licks, before targeting my clit exclusively. He latched onto my clit gently with his sharp teeth, making me nervous at first at his intentions with such a sensitive area of me, an urge to force him off of me with my magic almost taking over – until he started rolling it gently between them, making a bit of mild pain mix with the even more overwhelming, nearly crippling, pleasure he was now giving me. His tongue sliding back in and flicking my spread walls again only made it even better.

As I felt him start to nibble on my pleasure nub, I couldn't help but cry out at the sensations surging through me, my back arching on reflex and making his teeth sink just a little deeper and causing the sensations to intensify. "T-THERE! OH CELESTIA! Y-YES!" I nearly screamed, feeling my trapped clit trying to wink in his mouth but instead being held firmly in place for its efforts, his tongue gently squeezing it as my back arched up sharper. I whined loudly as I'm suddenly holding myself back from orgasm as hard as I can while his sharp little teeth gently pressed into my sensitive bulb and undermined my efforts, the slight pain and extreme pleasure setting me to the edge.

As his magic started spreading me wider and wider, it felt like it was held deep in my belly and pressing firmly against my deepest barrier, filling me all the way to my cervix. "S-So close!" I exclaimed at the sensation of being filled so fully, feeling his tongue suddenly growing nearly hot inside me, knowing he must certainly be 'feeling the love' from me.

~ ~ ~

I tried to contain myself from moving too much, but the pleasure was growing, my instinctive urge to hump into the warmth of this mare's mouth, and apparently throat, growing harder and harder to resist. After a while I let my hips instinctively rock into Twilight's mouth only lightly as I spread apart her passage more with my magic, curiosity of what it looked like taking over. As she permitted both my humping and spreading of her passage, her body indeed encouraging it by growing even wetter still, I in turn allowed myself to get a better view of her inner marehood, the spreading earning me a louder moan, which in turn made her vibrate my cock.

I had not taken the time to actually look at and mentally capture the first marehood I'd ever actually seen, and now decided to rectify that. As I pulled away from licking and looked now at her spread marehood, I saw that her past her now-maroon outer lips was her entrance, a light rosy pink and glistening with her arousal and my saliva, her muscles underneath that sensitive flesh visibly shifting and clenching as she was likely right on the edge of her orgasm.

As my magic spread her open more and more, lighting its own way and letting me see into her deepest depths, I 'felt' her squeezing on my solidified magic through my mental connection to my spell as I explored her innermost sanctum. She'd earlier offered for us to 'explore' each other, and I was taking full advantage of it. At the very end of her passage my magic bumped into something, with me seeing what looked like a very tight, closed ring at the end of her long, pink passage; observing that ring shifting slightly with each clench of her muscles on my magic and pulse of that nub at her entrance throbbing occasionally. Interesting.

As I shifted my focus back onto her entrance where that rhythmic pulsing sensation was coming on my magic, it becoming much more frequent when I'd started spreading her passage deeper, I noticed a rather large, heart-shaped nub that stood out from the rest of the pink, peeking from a distinct upward curve at the bottom of her slit as it bloomed open and revealed a flash of pink, with me finding its pulsing quite visually pleasant to my animal mind. Suddenly, I decided to lick it, that feeling right to me for some reason. Feeling her body shiver on top of mine and hearing and feeling another loud moan vibrating my cock as I did, I took it as a good sign and impulsively latched onto it with my teeth, careful not to bite down and hurt her as I set my jaw to rolling the nub gently between them, my tongue starting its swirling motions from earlier on the nub as well as sinking inside of her passage again.

"T-THERE! OH CELESTIA! Y-YES!" I heard Twilight cry out as I felt that nub continuing to squirm and pulse in my mouth, presumably trying to do what it was earlier and 'wink', but I kept holding it in place as I softly ministered to her, then bringing my tongue into the mix and wrapping it around the bulb too. I was so focused on her pleasure that I temporarily had forgotten my own, indeed feeling my base starting to swell as she licked it and I felt her throat squeezing my tip as she swallowed each time, her slow bobbing on me making my length itself grow a bit hotter and thicker in her mouth. I felt a sensation like I needed to pee, but pulling away from this tasty, love-and-lust-gushing mare to warn her was too abhorrent to even think!

"S-So close!" I heard her exclaim, her clenches indeed growing more frequent once I'd entered her again, my tongue now trailing deep into her still-magically-spread passage, feeling her squeeze down hard on it and in a more and more frequent pattern, each cinch bringing another attempted wink from her clit with it, which I rewarded with another squeeze of the tongue on it. I felt a wonderful warmth suddenly grow in my chest as she said those words, feeling as if my entire body was filled to the brim with that massive surge of love and lust; her passion infecting me as well. Everything was all starting to build up to a climax for both of us, it would seem, with me feeling my cock twitching more insistently in her mouth and the urge to pee growing stronger, her vagina clenching around my tongue—

"I-I need to...s-something Twilight!" I finally managed to warn, before then plunging my muzzle back into her marehood. After that, I made sure to keep her flow of pleasure and love seamless, suckling and licking at her most sensitive area while one hoof attended to massaging her right thigh over her cutie mark, the love streaming from her intoxicating me as was the pleasure of her mouth and throat on my swollen cock.

~ ~ ~

As I felt his – was this the mating knot? – expanding in size far more, his swelling length making it harder to breathe given that I was shallowly gasping in my extreme pleasure, alongside his announcement of his approaching climax, I quickly pulled back off of him. I knew that when canines bred, the 'bulbus glanus' got REALLY big to lock them together for some minutes to ensure conception, as well as prevent further insemination by another male and sperm competition. As this seemed to be a similar breeding mechanic, I stopped before it could, not wanting that to happen in my mouth - and not quite wanting him to reach his climax yet either. I had other plans for when I'd let that happen.

"C-cumming!" I squealed out, tensing up and at long last feeling myself tip over. I moaned deeply as I threw my head back, feeling ecstasy as my insides started to squeeze against his tongue and magic, my clitoral hood starting to rhythmically, rapidly fold and unfold, a flood of pleasure rolling through me as he kept up all his rubs and licks and kept me flying high, my back arching up and my hips grinding into his motions. Thankfully he'd removed his teeth from my clit earlier, or he may have hurt me!

Some time later, how long I can't even guess, I slowly came down from my high, my pants softening alongside my contractions as I felt him softly cleaning my rump and slit of my 'love'. I always was a messy mare when I came, what some stallions would call a 'squirter', my fluids undoubtedly coating his face, chest, the bed, and my whole backside. My mind was still floating in the bliss of afterglow as I looked back to him, giving him a soft smile paired with my hooded eyes, clearly telling him of my pleasure.

"M-m-m-m...th-that...w-was...wo-wonderful..." I said staccato, my breathing only slightly stabilizing, then letting myself fall off of him as I ended up on my back. "Did you wish to...satisfy yourself as well?" I then asked him when I'd recovered enough, with my tone more a demand than a question, my back legs spread wide and my tail splayed across the bed and to the side. More than offering myself up to him.

~ ~ ~

"C-cumming!" Twilight squealed out, with me feeling her indeed clamping down tight on my tongue and magic as her clit went into a flurry of winks. I felt as she tensed up on me and heard a quiet 'aaaah' from her as she then released a flood of those fluids she was always making, but also an even thicker and different-tasting one. I then felt her softly grinding against my muzzle as she 'cummed', rubbing her winking clit against my lower jaw and shuddering with each contact.

Though I was somewhat disappointed she’d stopped pleasing me in return and indeed pulled off of my penis, I smiled as her orgasm came, making sure not to stop my lapping as her juices flowed onto my face as I took in the sheer explosion of pure love she loosed with her climax, no inferior lust mixed in this time. Seeing her breathe heavily after a few seconds of her tensed pleasure, I stopped my licking and pulled out to give her time to rest, instead lapping softly at the remaining juices on her thighs and lips. No sense in letting so much good 'love' go to waste after all.

"M-mmm...that...was...wonderful..." she stated, with that making me feel some instinctive pride at having pleased a female so. I saw her eyes lidded as she looked back to me, with her then falling off of me and onto her back. "Did you wish to...satisfy yourself?" she asked, with her tone more insistent than inquisitive, her submissive position beside me just begging for me to mount her.

"But...d-don't you want to at least take a break first? I don't want you to feel as if you need to...m-mate with me now...or at all for that matter, with all you've already done for me already..." I said, averting my eyes from her marehood so I'm not so tempted to just take her up on her offer with no regard as to whether or not she actually wanted it; to lose my virginity to her.

I watched as she nodded to me, slightly humping her hips up towards me, her clit again winking slowly, rhythmically, in invitation. “Please, I want you to put it in me. I've wanted to feel a changeling cock inside me like this for so long, ever since the invasion…” I heard her say, watching her squirm lightly in anticipation, “Plus, you do want to, right? You DO want to breed this sexy mare before you, right? Wanna rut all my love out of me...give me all of your squirming, writhing grubs into my womb...?” I heard her ask seductively, the urgent throb from my penis more than answering her question for me.

"Y-yes. Yes I do want to mate with you." I replied, then got up to stand and move over her, before pausing mid-mount as I realized just what she’d said;

"...wait, did you just tell me to 'give you my grubs into your womb'?!"

Author's Note

Twilight, what the hay? Really?! :twilightsheepish:

Unrelated, I am accepting paid commissions if anypony's interested in hiring me to write their own custom story. For details, click here -->Accepting Commissions

The Main Project

I felt a twinge of nervousness roll through me as I was just asked by this lavender mare named Twilight to breed her, 'to give her my grubs', feeling her squirming beneath my hoof, the palpable love and lust flowing from her only affirming just how real this situation was. As I looked at her clit winking at me, I found it oddly attractive, knowing that this is how mares ask their stallions to breed them, or to instinctively show their interest in them or their pleasure to their stallion, from my lessons on pony behavior. "Um...it looks like you really do want to breed," I said, getting a series of sharp nods from her; "but...uh...I can't actually give you grubs. That's not how changeling reproduction works."

Twilight seemed to deflate a bit at that news, but quickly recovered herself to save face. "O-oh, did I say that out loud?" she asked me, following it with a few forced chuckles and ended with a sighed 'hooooo', a blush burning hot on her face, "Ohhhh dear."

I simply blinked and stared blankly, holding a poker face. I literally had no idea how to react.

"I, uh, well...I've always been curious about having sex with a changeling, OK?!" Twilight stammered, doing her best to explain what she'd asked of me; "I went into heat shortly after the invasion and I started thinking 'I wonder how changelings reproduce?', so I started imagining all the possible ways, and possible appearance of a changeling's penis, while, um, 'quelling the heat' so to say."

"So you masturbated to the thoughts of a changeling filling you with their grubs." I deadpanned.

Twilight gave a quiet gasp, her deep blush making her once-lavender face nearly the color of a red rose, not daring to respond as she looked away in her embarrassment.

"Well, sorry to say, but that is incorrect on so many levels..." I said, as even on the verge of mating her, I thought I should set some things right. "Firstly, I'm a worker drone changeling, and as such I can't interbreed with other species without a certain pheramone that only breeder drones have. Secondly, you'd need to be implanted with a Queen's eggs to be impregnated by me since I'm not a breeder drone, otherwise it's impossible. Thirdly, I'm a pure male, so I can't even produce eggs. If I were a hermaphrodite drone, that would be different. Fourthly—"

"Can we just buck already?" Twilight deadpanned as she clearly shed her embarrassment to make room for her lust, then shifted on the bed so she was laying on her chest, spread her legs wide and raising her rump up, giving a quiet whimper of anticipation as she put herself into the 'leap-pony' position. "I-I don't care about the facts right now! I just need you to breed me! Now!"

Sighing, realizing that she really must want to live out her fantasy and with my dick starting to hurt from being so hard for so long without any stimulation, I then rolled over onto her proffered back and mounted her, lowering my body so that it's aligned with her marehood, my hooves on either side of her and my chest against her back. I then started to prod against her until I found her entrance and gave her withers a light kiss, smiling with half-lidded eyes as I felt her now-hot, swollen entrance against my tip after some number of seconds missing and rubbing my lube all over her flank instead.

"Sorry, I've...never done this before." I muttered, before feeling a shudder from her.

"You're...a virgin? I'm your first?"

"Y, yes."

She shuddered harder.

"Are you OK? Can I proceed?" I asked, then heard her gasp slightly as I finally prodded against her slit, as though asking permission to enter her. She was not amused with my hesitance.

"You're not supposed to ask! You're a fearsome changeling! You're a scary predator who wants to gobble up all of my love and rape me pregnant with your young!" I heard her say with a hint of annoyance, as though I were interrupting a particular fantasy of hers, with her moving her hips to rub her wet lips against my knot; "I want you to breed me, and I don't want you to be gentle. Have your way with me you beast! Impregnate me!"

"Uh...ok? If that's what you want...even if that's impossible..." I said questioningly, somewhat off-put by what she'd asked and what she was calling me regardless of the reality of the matter, but nonetheless choosing to comply. No reason not to after all, given this was what we both wanted, even if this was pretty weird in context. I grunted as I pushed my smooth tip into her, finding it a bit difficult to push in due to my angle but learning that it, in turn, made her a tight fit. It surely helped when she rose her rump a bit, with that instead letting me then slide smoothly and more deeply into her instead of having to force it in.

Slowly but surely, I felt my shaft disappear into her, my mind awash in the sensations of taking my first mate. Everything felt so wet and warm and slippery, and I kept pushing in until I felt my ridges one-by-one popping into her, each one being welcomed in and earning a quiet gasp and internal squeeze from her, a light twitch coming from my penis with each burst of sensation it gave me. At last, my partially-swollen knot pressed against her lips, marking my stop.

I was up to my knot inside a mare.

A real, love-and-lust-gushing pony mare.

A mare who was a PRINCESS OF EQUESTRIA!

It felt amazing!

We both held still as I adjusted to the feeling of her warm, ribbed passage squeezing and rippling gently around me, a particularly tight spot just a bit inside her entrance occasionally squeezing between two of my rings tightly and making me gasp, past that tightness even softer than her entrance. Her body was clearly getting used to me as well.

I looked back at her belly, a seemingly-innocent, gentle curve hiding what was going on inside; hiding that my pointed tip was somewhere deep in there, deep inside her royal passage. Despite my instincts telling me to enter her fully I left my knot outside of her for now, knowing what would happen if I did put it in her; that that would make this be one short mating session if I'd knotted her already.

~ ~ ~

I moaned as I felt him enter me, my passage instinctively working to bring him deeper inside me as soon as he penetrated, my belly burning hot as though I were in heat, my mind clouded with the need to have a stallion filling me up; my breeding instincts going full throttle it would seem. I loved how his penis slowly spread me instead of so sharply prying me open at once like a stallion's flare would have, the gradual parting sensation from his tapered penis being something I definitely preferred "Oooooh Celestia..." I cooed out, my head pressing back into the mattress as I felt myself being spread, giving a quiet cry as each of his rings popped into me and slid deeper, each one grazing my clit. I finally felt him 'bottom out' in me some moments later, feeling the large bulge at the base staying outside of me as he then stayed still.

As he remained unmoving inside me, me feeling each pulse his length made in me and throb of his heartbeat through it, I bent down and kissed him on the lips again as his head was resting beside me, realizing his body was the same temperature as a pony's now instead of colder like it was before, his stallionhood indeed feeling quite hot inside me. "Is my little changeling feeling better...n-now that he's stolen most of my love...?" I asked softly after breaking the kiss, looking over and giving a wink to let him know I was just acting, gently grinding my lower lips against his knot.

"Uh...yeah. I feel much better Twilight. Everything feels soooo much better than before and...who would have known sex would feel so...so amazing..." he said, with me, and undoubtedly him as well, enjoying the sensation my grinding brought; feeling his whole length undulating around inside of me, a feeling I hadn't felt in far too long it would seem. I continued doing it for a while before feeling him shift, then starting to pull out and push back in, feeling him slowly starting to jerkily hump into me.

"S-start slow now." I warned for his sake, breaking the character of the helpless rape victim for a moment to help him ease into his first time. I heard him let out soft pants through his nose as he did as told, every slow push and pull bringing a surge of delight through my body as I felt his rings rubbing over my clit as each popped into or out of me. I then had a realization at what he'd earlier said. "I-Is this really your first time?" I asked, and felt another thrill go up my spine as he nodded. I'd just taken his virginity. I'd just taken a stallion's virginity.

"O-oh, Twilight, this feels so good...!" I heard him whisper, his hips now rolling at a more rhythmic, natural pace. Apparently, he'd let his instincts take over and the motions of his hips smoothened out as a result, letting him slide easily into and out of my well-lubed body now.

I moaned as I felt him start to hump into me slowly, and surprisingly gently too. Too gently. I felt his tapered shaft spreading me further with each entry, every time he hilted in me making his knot press against my clit and sending a massive tingling wave of pleasure through me, with him feeling so BIG inside me. His cock had swollen a bit more since he'd entered me, now easily quite above average among pony stallions in length but somewhat thinner in width until half-down his shaft, though it still felt absolutely huge to me given my general inexperience. "H-harder..." I demanded, and felt him comply; "I told you to have your way with me, changeling! Breed me! C-Claim me as your broodling!"

Given that demand, I felt him ram into me hard, growing more bold and tapping against what must have been my cervix each time with his very-thin tip as he went so much deeper into me, even feeling the tip starting to slightly spread the entrance to my deepest sanctum each time he 'hilted' me. I questioned how such a thing was possible, with a mare being out of heat usually leaving the cervix sealed tightly, with the only time the cervix relaxed some being when a mare was in estrus, fertile...but my Spring cycle was over two weeks away still...

"Oh by the Moon, y-you beast! " I stammered, only to cut myself off with a deep moan, feeling his thicker base rubbing my clit again, earning my clit winking and giving it a kiss as he once more tapped my deepest barrier with his thin glans. "Y-You're going to claim my womb too, aren't you?!"

~ ~ ~

Throughout my life, I had never experienced much love, indeed getting none past what I absolutely required to survive even while living in the hive and not even that in Ponyville. Most of the love we captured through the infiltrators – whom transformed into love ones to capture love through affectionate gestures or, if possible and most desired, sex – was given to the Queen to help her produce her eggs more efficiently, the breeding drones, or chosen worker drones, to produce their sperm, or the incubator mares to keep the implanted eggs healthy; but now I was receiving it directly from a pony, at a seamless and plentiful source, and what an experience it was. The pleasure of mating, the source of such abundant love, of plunging myself knot-deep within her with each hard thrust, only made it that much better.

As I heard the generous mare moaning as well as feeling her softly kneading me inside her, I smiled. "I'm glad you like this as well, Twilight..." I said softly, before closing my eyes tightly and starting to speed up a little, increasing the emotions transferred from her while also just generally making it feel better for both of us at the same time.

With every push I felt my tip hit a very tight ring deep inside her body, stopping me from going any further. I took this as a challenge, trying to fit more of my length into her, though my knot quickly stunted my progress...but not before I'd entered my tip just into it. Realizing how this might be painful for this mare somehow, despite it feeling so instinctively right to me, I pulled out part-way, scared I had hurt my benefactor somehow as she was silent now, quivering lightly. "Twilight, are you alright?" I asked, panicking a little. If I had hurt her, she might tell me to get off her. To leave and not come back...

When I suddenly stopped and pulled back, I heard her whine slightly in what seemed to be disappointment. As I asked if she was alright, she gave a huff. "You're not supposed to be concerned about me or care about me at all, remember? You're the big, mean changeling trying to steal all my love and fill me full of your babies against my will!" Twilight said, her voice deepened by her pleasure, "You better rut me and take all my love...then claim my womb for your grubs! Now!"

I sighed internally, but complied. Who was I to deny a mare her pleasure or myself more food and pleasure, even if this mare did have some really weird fetishes?

~ ~ ~

"W-wait, let me just..." I said, before suddenly levitating him partially off of me as I got an idea, leaving him still deeply penetrated in me in the process. I turned around so I laid on my back, both of us moaning out as his cock rotated deliciously inside of me, sending tingles up my back at the unusual sensation. As I laid him back down atop me, his back hooves were now off of the bed and planted on the floor; my rear was on the very edge, with him leaning over me once more as I laid on my back, our chests pressed together. "There. Let's try this position now."

As he nodded and resumed his thrusts, I moaned deeply as I felt him getting rougher with me; feeling my walls trying to clamp around his length as this position let him go even deeper. There was also a slight amount of pain as his very tip entered my cervix each time, the first time I'd ever been probed so deeply, but that pain was easily overwritten by the feeling of utter fullness and stimulation the rest of him was providing. Once more I had a moment of clarity, realizing that him entering my cervix shouldn't be possible given I wasn't in heat yet, but that was washed away by a huge surge of pleasure, making me clench down on him and moan deeply. Besides, he couldn't very well fill my womb with his grubs like I so wanted if he didn't even get into it.

I felt as he complied with my earlier request, returning to the previous, rougher speed he was at and progressively increasing it, his own urges to climax apparently kicking in stronger. I could feel his once-rhythmic movements becoming more erratic and unpredictable, his penis throbbing and swelling in me, knowing what that meant. I'd read enough biology books to know the universal signs of a male climax, regardless of species.

I felt my second orgasm building, the burning in my pelvis increasing more and more as he continued to thrust into me, my contractions now growing more rhythmic. "I'm...so close..." I whispered out, before suddenly slamming my hips back towards what was so pleasing me as I moaned deeply, my body trembling as my back legs wrapped around his haunches and roughly forced his hips against mine - and felt a very intense stretching at my entrance in the process; "...you better not pull out of me when you cum-MMMMMMMMMM!"

~ ~ ~

I could feel the same tight, burning sensation in my pelvis that nearly burst from before when Twilight was sucking on me, my once-rhythmic movements becoming more desperate and rough as my pleasure grew and that sensation of having to pee swiftly approached again.

"I'm...so close..." she whispered out, before she suddenly slammed her hips up to mine and moaned, trembling as I felt her legs wrap around my rump - then roughly forced me forward, unintentionally forcing me to knot her in the process, "...you better not pull out of me when you cum-MMMMMMMMMM!"

Then I realized what had just happened. "Oh b-buck! I-I-I-c-can't – I can't p-pull out! Y-you knotted ussssss~!" I hissed out in my state, the incredibly TIGHT vise of her passage overwhelming my senses for a moment.

"OH BUUUUUCK!" I heard her squeal out as she clearly felt me spreading her entrance entirely with my engorged knot, with me in turn feeling that massive SQUEEZING of her passage when my hugely swollen knot entered her all at once, feeling my pleasure exploding higher than ever before. My body nearly shut down as I felt my sensitive knot captured so tightly inside the warmth of another for its first time ever, feeling my tip also penetrating that deepest, tight ring at the same moment and adding those sensations to it all as well, my instincts burning hot at that ultra-tight squeezing on my tip. I'd just entered her deepest cove, bypassing that inmost barrier to the womb that my Changeling teacher had called a cervix, 'the mouth to a mare's uterus'.

*I, a paltry, practically-pathetic peasant of a pseudo-pony, past prudence, was packed and pounding, plunging and pumping my perky, palpating phallus profusely into this pink-and-purple pony's proffered posterior. Her powerfully pulsating, pouting, perfectly-puffy peach and peaking, practically pinching procreation-passage – princess pussy, put plainly – pulled my penis with pure passion.

Personally, passing any perception of pause, I pleasantly pistoned, pat-pat-pat, rapping her rump rather roughly, rueing it not, rhythmically ramming her regal rear with my remarkably real, rare, riveting and robust rutting-rod, removing it and refilling the rebellious ruler in recompensation for romance - reasonably respectfully really, rather reproaching and repulsing rapaciousness.

I, the royal's roomie, rocking my red rocket – rather, not rouge in realism – then ravaged rapturously, rolling and relaxing repeatedly, really reaming the royalty's rounded, ruddy, reddened ravine, rapidly rearing rudimentary reproductive realisms, rather than reasonabilities, as the righteous, realistic rules of this room. Reproductive or recreational? Recondite; obscure. Orgasmic? Overtly.*

I was in her womb. Her cervix was squeezing my tip. I was in nirvana.

I stopped moving, feeling as though I could burst at any moment, my penis throbbing rapidly. After my brief pause, I was again quickly and deeply trying to thrust my hips even as I could not move within her, my instincts not letting me hold back anything anymore now that I was fully inside my mate and trapped inside of her until I'd seeded her, my hard throbs telling me I was very close now that I had her knotted.

Feeling her body milking me hard, like I'd heard a female changeling drone or the Queen would do throughout the entire mating, my hips still humped against her fruitlessly while being tied to her, feeling her passage grow tighter around me as my knot and penis swelled up even further, her walls growing tighter still. I paused a few moments to simply take in the amazing feeling of just how tight the fit was, her walls clamping down so deliciously tight on my entire length, especially on my knot. I struggled to move as my knot was literally impossible to pull out at this point, and would no doubt only be painful if I just forcefully tried to do so – so I decide to just stay in, trying to penetrate her further and get deeper into her womb on instinct, trying to stimulate myself more to end the pressure in my pelvis. Something deep inside of me told me thrusting more was the only way to end it, and end it I would.

I tried my best to hold on, to enjoy this mind-numbing pleasure for a few seconds more, but it was all too much; her body's kneading me for my sperm was getting to me, and her constant moaning and shivering body were certainly not helping. "Twilight, I'm going to e-ejaculate soon!" I warned again as I felt her clenches become more forceful and grow rhythmic, hearing her squeal as she suddenly grew tighter than before and apparently came again. I continued to thrust faster, futile as it was, trying to bring myself to my own finish as I felt myself now in her very core; her womb.

"OH NO, I'M TRAPPED WITH YOU INSIDE MY WOMB NOW, WHATEVER SHALL I DO?! I GUESS YOU'LL HAVE TO C-CUM IN ME Y-YOU MONSTER! C-claim my body for your s-squirmiiiiing, wriggling g-grubs! Make my uterus s-swell with your young!"

~ ~ ~

As his knot forced into me, spreading me far and beyond wide, I came. Hard.

I couldn't really breathe as I felt him somehow penetrate me even deeper, feeling this changeling now in what must have been my womb. I felt my inmost chamber massaging his tip, my whole body trying to coax him of his seed, a passive nagging prodding me, making me wonder how my cervix being so pliable and spreading like this was possible with me still out of my estrus. In my most intense orgasm ever, however, I simply couldn't care. "OH NO, I'M TRAPPED WITH YOU INSIDE MY WOMB NOW, WHATEVER SHALL I DO?! I GUESS YOU'LL HAVE TO C-CUM IN ME Y-YOU MONSTER! C-claim my body for your s-squirmiiiiing, wriggling g-grubs! Make my uterus s-swell with your young!" I squealed out in my over-stimulated state, my deepest desire put to words, my front hooves joining my rear ones in roughly squeezing his whole body as tightly to mine as possible as my passage milked his trapped member, embracing him tightly in this moment of climax.

"L-Like I said earlier, that's..." he stammered out, but I gave another tight squeeze on his cock to interrupt him, making his statement end in a quiet squeal from him. Even as he was knotted and swollen deep inside of me, in my very womb, he tried to lecture me!

"JUST SHUT THE BUCK UP AND CUM ALREADY! KNOCK ME UP!" I screamed out, anticipating the inevitable feeling of his seed coating my most sacred, now-violated chamber and giving me his wriggling mass of hundreds of changeling grubs against my will; to complete my fantasy of being forcibly impregnated by a changeling, even if I knew in reality I wouldn't really get pregnant.

"Alright, you asked for it!" he said and apparently stopped holding back, letting his member pulse harshly a few times before I actually felt the first shot of his load traveling up his length and making it swell a little thicker, the hot liquid clearly felt traveling up his underside, bulging each inch it traveled along the base.

"Here it...I...cu-cum!"

~ ~ ~

I was totally awash with bliss as I felt my first blast of cum into her deepest depths; her milking each and every glob of my life savings of seed into her womb and me gladly depositing each gush. My cock kept pumping and pumping, us staying stark still save the occasional quiver as she kept her inner muscles working on me, milking me of my seed, both of us silent and still except our shuddering breaths. I couldn't even be mad she called me a monster at this point. She just felt too good clenching down on my penis as I...'came'?

Some time later, I felt as my main climax tapered off after multiple huge streams of my virile seed gushed into her and a state of lesser arousal and satisfaction replaced it, my more-swollen length pulsing with each much-smaller squirt, my knot keeping any that would leak out of her womb and into her passage inside of her until I deflated in some minutes. As an added bonus, it was keeping her locked to me so I could absorb more of the now-excessive love from her through the extremely intimate contact. She didn't seem to mind.

I simply laid there in bliss, getting a small spike of pleasure each time I'd throb and squirt another, much smaller spray of my seed into her, her legs' grip on me now slack and trembling occasionally and the expression on her face one of pure satisfaction.

After some more moments of me filling her womb, my knot trapped within her as she squirmed her hips near-constantly, she suddenly tensed up and cried out again, her passage eagerly squeezing over my entirety again and seemingly trying to claim every drop of my seed into herself. More of her orgasmic fluids splashing over my crotch as she apparently came again and squeezed me tightly to her body, apparently overtaken by the sensations of me constantly stretching, pulsing, and squirting into her, as well as my full weight upon her and holding her down as I pumped her full; clearly making her feel pinned down by a predator like she wanted. I felt like this was what my whole life had led up to, a deep satisfaction as I completed what I felt I was born to do. My life's purpose felt like it was to breed this mare. "M-make me...your...b-broodling..." I heard her stammer out, then mumble something else out after, my body complying to her demand with another long, heavy stream of cum into her depths.

Even still, as we came together, I could hear the subtle scratching of quill on parchment over her impassioned cries, moans, and whinnies.

~ ~ ~

When I felt my passage strained to its limits as his knot swelled huge in me and that very thick, slimy warmth start squirting directly into my core, my scream escalated a tone and merged into a whinny; a second orgasm already rocking through me as my whole tract was stretched so wide, his deep gushes of extremely thick, sticky Changeling semen never seeming to end. It felt so satisfying, like I was being given a hug from the inside as I felt him pulsing and pumping into me, the sensation something that I could only compare to being comforted in the most intimate way possible. Never before had I felt so deeply, instinctively satisfied, like this was what I was always meant to do, like I was always meant to carry a stallion's young.

I clung to him as my only anchor in this sea of bliss and never thought the waves of the most extreme pleasure I'd ever felt would stop, leaving me a trembling, whining mess beneath this changeling as he planted his seed, his babies, within my uterus. "M-make me...your...b-broodling...I...I love you..."

I could only lay there and remain pinned beneath him for the next Celestia-knows-how-long, feeling myself cum again and again, feeling him continue to pump his seed into me - each throb and burst of Changeling cum inside of me sending my pleasure up a notch, the growing heat of his expanding mass of virile semen in my belly making my breath become forced as I imagined I was being impregnated by it...and his cum never seemed to end! I noticed that as I was filled, my belly gently swollen now as his seed had nowhere to go but be forced into my womb and slowly stretch it out, that the intense burning that had started when we'd entered my chamber, the one akin to my estrus, had ended as he'd inseminated me. Interesting. I wrote a note of that.

Though, all good things must end, even a changeling's massive first orgasm. As he pulled out of me after ten minutes of near-constant bliss later, it hurting a bit as that still-huge mass of a knot is pulled from me, I finally felt my passage slow its clenching and my seemingly endless chain of orgasms end.

When I could, I shakily lifted my head enough to look down at his still-huge knot, hardly believing that orange-sized thing was even bigger before when it was still inside of me, feeling and watching a small flood of his slightly-green-tinted-pearlescent cum streaming over my ponut and into into my tail. "Holy hay, that was the best sex I've ever had..." I said weakly as I laid there panting, hearing his own labored breathing in kind. "...and the biggest load of sperm I've ever taken. T-Thanks for...for knocking me up with billions of your grubs..."

I heard him give a huff. "It felt great for me too and thank you, but..."

I used my magic on his muzzle before he could continue his earlier sermon about how it wasn't possible, instantly shutting him up, but followed it with a brief kiss. "Just shut the buck up and kiss me, sire to my future grubs..." I said before locking my lips with his, letting my tongue trace over his sharp fangs and reminding me he truly was a predator in some ways. Oh yeah, this couldn't be the last time THIS happened. No bucking way.

"Wanna 'rape me' again and give me more grubs? I want a whole Changeling hive of my own!"**

Author's Note

Twilight, you're a really kinky mare. :twilightblush:

* - I really can't say I'm sorry for this patch of purple prose. I regret none of it. At all. Also writing this portion made me giggle. Hard.

**- This either. I'm not sorry.