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?

* - 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!