"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.