Competent Villains: Chrysalis

Chapter the Third: The Broodmother

Fluttershy closed her eyes. This was not happening. She couldn't hear Twilight screaming. She hadn't seen the smear of blood that lead to the group of changelings on top of Princess Cadence. Princess Celestia was not trapped in a cocoon, suspended silently above her friends. Everything was fine. She was just having a nightmare. She was going to open her eyes again and wake up. She had a wedding to prepare for today.

Fluttershy opened her eyes. Everything seemed blurry and bright. Oh. She was still in her nightmare. She closed her eyes again, this time dropping to her stomach. She felt sick and she couldn't stand anymore. Maybe she just needed to block it out better? Fluttershy decided to cover her face with her hooves. That was a little better. No light got through. Her forearms blocked out some noise, so that crying noise was harder to hear. Maybe if she stayed like this longer she would wake up?

Time passed. The noises changed. Most faded away. She heard some voices, but they faded eventually. She could still hear that crying noise though. Fluttershy felt herself choke up a bit. It sure was hard to gasp for breath when her chest was heaving like that. She stopped breathing, listening to the crying. It stopped as well. So that was it. She was crying. How odd. It had been a while since she had cried due to a nightmare.

Something pressed against her flank.

"Get up! You last one. Go you pony!"

Fluttershy briefly considered the strange whispering voice. It didn't sound like a pony at all, more raspy. As though it didn't naturally speak like that. She felt more pressure on her flank as though something was trying to push her up. Was this finally it? Was she about to wake up? Fluttershy jumped to her feet and opened her eyes.

She heard a thunk behind her and turned around to quickly apologize to whoever she fell asleep on. How silly of her to fall asleep during the wedding! She helped the pony up before her eyes could clear from the drying moisture. "Oh my! I'm so sorry. I didn't mean to..." Her voice slowly dropped as her eyes dried and her vision cleared. It sure was dark in here. And that sure was a strange pony. It buzzed at her angrily and quickly jabbed its horn into her side.

This time Fluttershy didn't close her eyes. She turned around and looked the room over. The sky had darkened, and all of her friends were gone. The floor was stained a dark horrible color in a few spots and the cocoon the Princess was in had been moved away. She was surrounded by changelings. One of which was angry and making quite the buzzing noises as the others seemed to laugh at it with their own strange buzzing. The angry one squinted at her and forced a rasping noise from it's mouth. "Go... Pony!"

This wasn't a dream? Maybe it was just a long dream. The angry one made as if to jab her again. Fluttershy flinched away from it.

"Go!"

Slowly backing away from it, she noticed another motioning as if for her to follow. That one didn't seem as bad. It seemed tired, almost frustrated. It looked at her and rolled it's eyes. Immediately after it was briefly covered in a bright green flame, and then Fluttershy was looking at a copy of herself.

"If you don't mind... What we are trying to say is.. Please... just follow me please. He won't... poke... you if you just follow me." Fluttershy's clone meekly stuttered its advice out and then looked away from her, trying to hide it's face.

"Umm... Ok..." She really had no choice right now. Maybe it would lead her back to her friends? The one that looked like her right now didn't seem as bad as the rest of them. It was probably going to take her to them. Maybe she should ask?

"Are we... umm... going to my friends, Ms. Changeling?" Fluttershy quietly asked.

"I'm sorry. The Queen ordered us to take you to a special room. It's a nice room though. Maybe she'll let your friends see you later. I'm sure it would be fine. She really is a nice queen, you should ask her when you meet her."

Fluttershy was oddly warming up to her doppelganger, there was something soothing about her voice. Maybe she just had too much of a soft spot for cute things. Still, something Ms. Changeling had said made her uneasy. "What do you mean when I meet her? Is she going to hurt me, too?"

"I... Don't know. I'm sorry. I know she's not always very nice to ponies, but ponies aren't usually very nice to us. That's part of why we had to take over your city."

"But why did she hurt Twilight like that? And Cadence! What was happening to Cadence?" Fluttershy picked up her pace and walked closer to her clone now, eager for answers. The other changelings followed, almost forming a half circle around her so she couldn't run back.

"She was afraid the unicorns would hurt us. So she took off their horns. As for Cadence, well, there are a lot of drones who never get to fertilize the Queen. She occasionally... rewards them for... their diligence. She did that to protect us, and to reward her favored drones. The angry one is a drone, but clearly not one of her favorite. He is upset he didn't get to fertilize anything. I am a worker. I just do what I'm told." The clone grew quiet at this point looking away.

Fluttershy processed this quietly. So they were like ants then. Or maybe bees. She wasn't sure. She did have some bee friends, so she knew a little of how hives worked. All her bee friends were workers, she had never met a drone. The clone started talking again, this time in a whisper so the others couldn't hear.

"He's going to wait outside your door after we leave. He will probably try to get in. While he wouldn't disobey the Queen, he is going to try to get to you until he's told otherwise. I can't make him stop, only if he would be getting in my way. That's why he was trying to hurry you up. We were told to wait until you got up, he was told nothing. I don't think the Queen wants him to get to you, and I don't think you want that either."

Fluttershy was scared now. That sounded bad. She didn't want that at all. She looked back at the angry one. He seemed to be less angry now. More excited. Visibly excited. Eew. "What can I do if he gets in?"

"Don't worry. He probably won't get in unless you or the Queen let him in. Drones are pretty stupid. They are very single minded and tend to just have one thing on their mind. They are not very creative. It's most likely he will stand outside your door and tell you to open it or try to claw through or something. He can't turn into anypony unless he sees them, but still it would be safer to not let anypony into your room. He might come up with the idea to go visit one of your friends, so be very careful. I'll come by to bring food, I can get myself in."

"You mean I'll be able to open and close my door? I'm not a prisoner?"

"Oh. You'll probably have guards at your room, but I'm sure they have only been told to not let you out. They probably have no instructions on who to let in."

"But how will you and the Queen get in my room if I never open my door?"

The clone tapped a hoof to it's forehead and smiled. "I can use my horn for more than just poking things and turning into pretty ponies. It's an advantage to being a worker."

Fluttershy nodded. That made sense. For bees and ants, workers collected food. They needed to be able to pick up crumbs or suck nectar from flowers. It would make sense that changeling workers would be able to use magic if they had to pretend to be a unicorn. Fluttershy paused at that thought. Workers collected food. Changelings ate love. She looked suspiciously at her clone. "Are you eating me? Right now?"

The clone laughed at this. "I'm sorry, I couldn't help it. I'll stop if you want me to. It's another reason I'm leading you and not a drone or a soldier. I'm better with ponies. I don't need to eat right now, but you really are delicious. It doesn't hurt does it? I've never asked a pony that before!" The clone appeared very amused at this thought.

Fluttershy pondered this for a moment. It didn't seem to hurt. In fact she couldn't feel anything wrong at all. She couldn't stop loving it, she loved all the animals she had ever met. Even the nasty ones. And this one didn't seem that nasty. It was almost like a pony really. It certainly looked like a pony right now. "I.. Umm... I think it's fine. I don't feel anything different. At least I think it doesn't hurt. What if... What if I let you know if it hurts? Will you stop?"

"Of course! I don't need food right now and I've no reason to cause you pain. It's just pleasant. Like a warm summer day delicately making it's way through my body. It's nice, but not necessary. We've lived our whole lives only doing what's necessary, although the Queen promises that to change today." The changeling abruptly stopped at a door that appeared to have two royal guards in front of it. They didn't even blink at the arriving party.

The door swung open and Ms. Changeling ushered Fluttershy inside, swiftly closing it behind the both of them.

Fluttershy took in her new surroundings as Ms. Changeling explained them.

"I'm afraid you don't have a window, what with the wings and all. I'm dreadfully sorry about that, dear. I know ponies like their natural light. But we have managed to renovate this room with a magic light source. Just press your hoof right here, firmly, and the light goes on or off. I'll leave it on now, just know how to work it if you want to." The changeling looked to Fluttershy for confirmation that she understood the instructions. Fluttershy nodded.

"Good. Now, I'll be by later with some food. I'm sure there is something ponies eat in here. It might be a while before the castle staff is found after all that running about, but I'll see what I can do for you. You have a little stream running through the floor over here in this chamber, I'm sure you're familiar with that. But still, if you need to relieve yourself please do use it. I'll have to clean up the mess otherwise. There is also a little knob that makes water fall from the ceiling. I'm not sure why it's here, but you ponies sure are clever. Seems far too much to drink."

Fluttershy blushed at this. Of course she knew how to use a bathroom! She wasn't a foal and they were common in households nowadays. The thought of making the nice changeling clean up her mess was also embarrassing. At least there was a shower as well.

"The bed is over here, I know it's not the biggest bed in the castle, but we tried to find nice sheets for it at least. And the pillows are soft. Here is a grate where you can ask the guards for something. They are soldiers, so while they are intelligent you are not going to convince them to leave their post. They have ways of contacting me if you need me, I'm to be in charge of you, to help you get comfortable here. All in all I'd say the Queen is treating you much better than a prisoner. I'm pretty sure your friends are getting a similar treatment."

Well, this wasn't so bad. She had a bed and a bathroom. Guards to keep her safe. A light to keep her lit. Hopefully her friends were in the same condition. Maybe they were all in the same part of the castle, just a few walls away. That made her feel a little better. "Ms. Changeling? Can we go see my friends? That would make me feel much better."

"I'm sorry Fluttershy. I'm not allowed to take you out of this room. Not until the Queen tells me that I can. I would if I could."

"Then, can you please... Find out if they are OK for me? Cadence and the Princess too please?"

"I'll look for you Fluttershy, but... I don't think you'll like what happened to Cadence. I think the Queen was pretty upset at having to pretend to be her for so long. And I'm guessing the Princess is still trapped in the cocoon. I'm sorry. Try to get some sleep. You will feel better in the morning. I'll bring some food for you later. And do be careful about that drone." The changeling looked kind of sad as she answered, avoiding Fluttershy's eyes when talking of Cadence and the Princess.

Without waiting for an answer, the changeling burst into green flame, returning to it's true form. It then opened the door with it's horn, and swiftly shut it leaving Fluttershy alone with her thoughts.

Mere seconds after the changeling had left, Fluttershy heard a soft scraping on her door, and a raspy voice through her grate. "Pony. Let me in. Open door pony."

Fluttershy panicked. The drone was trying to get in. What should she do?

"Open door pony. Open."

Climbing into bed, she covered her head with a pillow, trying to smother out the sound. Maybe if she could go to sleep she could wake up and everything would be ok. Still holding on to the belief she was in a dream, Fluttershy buried herself beneath the covers of the large bed.

Scrape... Thump... Scrape... "Pony..."

Fluttershy did not sleep much that night. In the early hours of the morning he had enough and had tried to open the grate and give the aggressive drone the Stare. It had backfired miserably. After that attempt, she had to listen to herself beg to get in the room. That was very distressing.

"Please let me in. I'm lonely out here."

"No..." Fluttershy whispered into her pillow, more to herself then the changeling.

"It's cold, and these guards are scary. Please let me in. I think I'm hurt, my hoof is bleeding for some reason..."

Scrape... Scrape...

"I just want to be loved... I just don't want to be alone... Please... I'm so sad right now."

Fluttershy was having a difficult time ignoring it. Was it crying now? Fluttershy walked to the grate and peeked through with morbid curiosity. Yes. Yes it was. She hated making things cry. It was obviously in pain. Its hoof was bleeding pretty badly. An obvious trail of blood went from her door to the things hoof. Should she feel bad that it was only bleeding because it was trying to get to her? Was this her fault somehow?

"It hurts. Please... It hurts so much. It won't stop bleeding..."

As Fluttershy watched, her clone seemed to hold out the hurt hoof. It was a pretty bad wound. More blood was flowing from it. If it kept up like this, the thing would probably pass out from blood loss.

"Please, somepony help me. Why won't you help? Why are you watching me die?" This time it looked at her, tears streaming down it's face. It looked like it was in so much pain... Maybe if she gave it some sheets it could make a bandage? She quickly ran to her bed and ripped off a corner of the sheets. This should work, it would be enough to at least slow the bleeding.

"Here, use these to make a bandage. Just wrap it around your hoof, it'll slow the blood flow." She pushed the makeshift bandages through the window to the poor thing. It limped over and picked them up with it's mouth. Using one hoof and its mouth, it tried to wrap them around it's other hoof. It had obviously never done this before. All it managed to do was smear blood over the bandage, and get some more blood to flow. It clutched the hoof close to it stomach and began to cry in earnest.

Fluttershy watched it silently from her grate. It's trying to trick me. I know it. What if it's really hurt? It couldn't get that hurt from scraping at a door... I don't know how tough changelings are. So what if it's hurt, it deserves it for trying to get her. Fluttershy thought about that. She had braved manticores. She had braved bears. Wolves, tigers, a dragon, phoenixes, anything and everything. She had never turned down a hurting creature before, no matter how dangerous it was.

She stepped away from the grate and stood in front of the door. Was she really going to do this? She knew it was just a trick. She knew what it was going to do to her. She knew that even if it was really in pain, it deserved the pain it was in. She thought about what was going to happen. She would open the door, it would limp in. She would begin putting the bandage on it. It would drop the disguise and take advantage of her.

She wasn't stupid. But she couldn't bear to hear it suffer. She couldn't bear to think that she had failed any living creature that she could have helped. Even a monster. She couldn't take the risk of it being real, no matter how unlikely that was. So what if it hurt her? She had been hurt before. She had been bit by creatures big and small. Kicked, stung, and even stabbed in her line of work. Was this any different? It wouldn't kill her. Hopefully.

Fluttershy unlatched the door, and opened it. She tried to step out to help the thing, but two very stiff wings extended to bar her passage. She had forgot about her guards having been unable to see or hear them. "Please help him, he's hurt!"

"No. We are here to keep you in." The guard was terse and unfriendly. It didn't seem to like to talk. Her doppelganger started to limp towards her, avoiding eye contact and sniffling.

"Wait." Fluttershy was more assertive than usual. The changeling stopped and looked at her curiously. "Grab the bandage..." Fluttershy sighed and left the door open as she walked towards her bathroom to get the water running for washing blood away. She heard the changeling limp through the door. And shut it behind him.

Fluttershy turned on the shower, and stepped in without looking back. So that was that then. At least she didn't have to worry about it really being hurt. Odd that it was still limping to her, keeping up the disguise now that it had her where it wanted her. She looked down and saw green goo pooling in the shower water as it approached her from behind, and turned to see it holding the makeshift bandage in its mouth, getting it wet and washing the now green blood out and off. It looked at her pleadingly.

The gears turning in her head, Fluttershy immediately took control of the situation. "That bandage is no good now that it's wet, just leave it there. I'll go get another. Put your hoof in the water, we want to clean it out before I wrap it up. We don't want it getting infected." Fluttershy ran back to her bed and ripped another piece off of the sheets. She ran back to the shower and saw the changeling watching it's hoof curiously. It had dropped its disguise and was watching it's hoof in the water as though it was confused. Green ichor was seeping out of what appeared to be a crack in the hoof.

What had Ms. Changeling said about drones? They were single minded? This one was obviously focused on the injury it had gotten, all other things had been forgotten. Fluttershy wasn't exactly sure how to treat a cracked carapace. Was this a big deal for the creature? Would it actually die from this? Now she was more concerned. Still, she needed to dry it off and bandage it. She was pretty sure slowing the flow of... green... would be better than letting it bleed. She eyed a towel in her bathroom, and picked that up as well. "Ok. Just come over here, and I'll dry it off for you."

The creature turned its head and began a slow, careful three legged walk to where Fluttershy was standing. "There, just hold it out and I'll dry it. It might sting a bit, but I have to dry it before I can put the bandage on it." Fluttershy began carefully using her mouth to gently manipulate the towel around the injury. She didn't want to aggravate it, after all. As she timidly drug the the towel around the changelings extended hoof, she felt something on the back of her neck. A nibble.

"Umm..." she couldn't properly respond due to the towel in her mouth, but she was quickly reminded of why the changeling had been so desperate to get in in the first place. Unfortunately, so was the changeling. The nibble quickly turned into a firm grasp of her neck. The changeling now had her securely in its bite. Her eyes started to water a bit as the changeling slowly lowered its injured foot. She had a clear view of the changelings underside now, being held face down under the changeling.

For a while they both just stood there breathing. Then she dropped the towel out of her mouth. "I.. I think.. I think your hoof is dry now. We can put on the bandage now. Please."

She felt the changeling's breathing pick up a bit on her neck. It didn't let her go. Fluttershy watched as the changeling grew aroused, unable to turn her head and afraid to shut her eyes. Slowly its member sprouted from somewhere between its legs. Faced with her fate, she swallowed in fear. That thing was going to go inside her. She knew this was a possibility when she let it in. She glanced at its hoof. It was still bleeding.

"Please. You're still bleeding. You are hurt. Let me put a bandage on you." It didn't answer. Fluttershy had a job to do. She pulled down and pushed towards the bleeding hoof. Her neck hurt as the changeling tightened his bite. She would bleed soon if she kept fighting.

Fluttershy considered her options. She could try to escape. She could let it bleed while it raped her. She could try to help it, but she would get hurt. Maybe there was some other way, some way to keep it from moving too much? Maybe it didn't care as long as it got release? She knew stallions like that sort of thing, so why not changelings?

Gingerly, Fluttershy brought her hoof up to the changelings member, and started a long slow stroke, from tip to base. The changeling's eyes went wide, and he relaxed his bite on her neck. "That's it. Just relax. I really don't want you moving around on your hoof right now, so don't move. Ok?"

This wasn't so bad. Fluttershy could do this. It was like a massage. Gently push, and pull. Rhythmic and slow. She was naturally gentle and this was not difficult. She felt his breathing speed up and his bite loosen up even more. Then he let go of her entirely. Fluttershy felt another wave of relief, this wasn't bad at all. She should have opened up the door earlier and just done this for the poor thing if it had been so desperate. She felt a little guilty about the whole situation now. Then she felt a tongue on her head.

A long wet lick ran from her forehead to her muzzle. She had to close her eyes when he ran his tongue over them. She kept them closed as his tongue found its way into her ear and went deep. That felt weird. She felt him begin a long slow trek down her neck. The warm and tingly tongue worked its way to her shoulders, and then let up. Her hooves were getting tired working the monsters member from this angle. It was hard to hold them out like that. The changeling gently rasped a word into her ear. "Mouth..."

It was asking her to use her mouth? It tried to use it's head to gently push her forward. "Umm... I'm not sure I can.."

The changeling snorted and began to lift its injured leg to walk forward. "Wait! I... I'll try..."

Fluttershy took another gulp. This was going to be different. She had never done this before. Slowly she inched forward, closer to the monster in front of her. It was clearly sized for the Queen, it would be very painful for a normal pony. She slowly opened her mouth wide and put it over the throbbing tip.

It wasn't too much different from licking something. It didn't have a distinct taste. If anything, it was a little salty. She heard the changeling moan something, and then begin licking down her back once again. Ok. She could do this. Just like with her hooves. It was hard to use her mouth like that. She tried to pull back and push forward a little, but the position made it difficult. The changeling let up its licking of her to rasp out "Tongue.."

Fluttershy carefully worked her tongue up and down the shaft. The warm throbbing thing was deep down her throat and she was trying hard not to swallow or gag. The changeling was working its way towards her tail, but she was much too distracted by the object in her mouth. Breathe in. Push in. Pull out. Breathe out. Push in. Pull out. Breathe in. She was getting the hang of this slowly, accidentally choking less and less. Rhythmic and slow, as long as she was careful this would be ok. Suddenly the changeling got under her tail with his tongue. She accidentally swallowed, forcing the shaft further down her throat than she had thought possible. The changeling grunted and she began to choke, spitting the offending thing out of her mouth in a long slow retch.

The Changeling stopped what it was doing and gave her a second to recover before it loudly rasped, "Down. Lay down!"

Fluttershy quickly dropped to the floor, obeying it without thought. She felt it slowly lower itself onto her, and then carefully roll her over. Now she was lying on her back, the cool hard floor beneath her and the warm and wet changeling above her. They were both still wet from the shower, and she found her fur sticking unpleasantly to the floor. She looked up and saw the monster's member hanging down for her. He was lowering it. She was going to have to do it again, this time on her back. She felt his weight settle on her body, heavy down by her nethers, and lightly near her chest. He was easing it down for her to get good grip. She stared back up at it, trying to wish it away.

Slowly, it went down to her mouth. She parted her lips, and felt it push its way in. He was being more aggressive this time, setting the pace instead of letting her do it. She felt it push down her mouth and into her throat. He grunted and pushed a little harder. She swallowed. It went deep, real deep. Trying very hard not to panic, Fluttershy held her breath waiting for him to pull out. She felt him shuddering in pleasure, but not pulling out. She began to get very worried. Is this how she would die? Smothered beneath a changelings cock? Eventually he slowly eased out, allowing her a desperate breath. She gasped the sweet air from around his member, breathing in and out, getting what she could for oxygen. All too soon it pressed back down, cutting off her flow of air once more. He forced his way deep again.

This time he didn't take as long, giving her more chance to breathe. Once again, she fell into a rhythm with his body. In and out as deep as he pressed it. Now that she had air and a chance to think, she noticed that he wasn't ignoring her body at all. It started with the familiar licking, down near her lower stomach. He was working his way down lower quickly. She couldn't even groan in protest. She tried to stop him with her hooves and tail, but she was in no position to do anything. Her hooves flailed about uselessly and her tail was trapped against the floor. Almost choking she quickly remembered to not get distracted. Oh dear. This had gone bad quickly.

She felt his tongue work its way around her personal spot now, his one good hoof rubbing her cutie mark. This was bad. What would other ponies think? What would Rarity think? Here she was deep-throating a changeling on the bathroom floor. If anypony had walked in right now, it certainly would have looked mutual. And he wasn't even in disguise. She had betrayed ponies everywhere. She was a terrible pony.

The changeling began to lick her fervently now, oblivious to the tears streaming down her face. She wasn't aroused by this at all. This just hurt. In and out the horrible thing went. She felt it touch her and caress her. She felt used and dirty. Like one of those pits ponies would throw refuse in. And it was still using her. Every once in a while it would do something that made her shudder, it would hit just the right spot with it's tongue and hoof at the same time.

She didn't like that when it happened. It felt good right then, but immediately after she felt guilty. How could she enjoy what it was doing to her? This was disgusting. She was having a hard time keeping up with her breathing now that she was crying, too. Every once in a while she missed a breath for a sob. Fluttershy was getting light headed and a little dizzy. She felt something strange inside her as the changeling dove deeper into her body with its whole nose.

The thing had shoved its muzzle deep in her as though it was trying to get to something. Fluttershy was really only kind of paying attention, like she was watching some other pony do this instead of her. She watched the pony on the floor, the pony that couldn't be her, slowly spread it's wings and stop struggling. She watched as the changelings member buried itself deep in that ponies mouth, and the pony closed her eyes and rubbed her hooves up and down the exposed part that wouldn't fit.

She watched as the pony on the ground stopped fighting and began to work with the changeling as though they had a common goal. Their bodies really began to pick up the rhythm. The yellow pony stuck her hoof up and began stroking the underside of the changeling. Fluttershy felt something really strange as the two creatures began to shudder. First, the changeling thrust deep with his head and body, and then he stuck there, shaking. Then the yellow pony, deprived of air entirely, opened her eyes wide and stopped her stroking. Her wings flapped like a broken bird trying to fly away and her legs wrapped around the changelings neck in a powerful embrace. The changelings head became wet, doused in some fluid. Fluttershy faded from the world, her body twitching and mind reeling. All she could think was, "Oh my..."

Fluttershy opened her eyes. She couldn't see much, There was some heavy black thing on top of her making it difficult to breathe. Her mouth felt sticky and gross. Her throat also felt sore. Slowly, her memories returned to her. She blushed deeply. She began to try to remove herself from under the horrible thing. She noticed it wasn't moving much, so she pushed it gently to the side, hoping it was asleep.

How could she do that? That was awful! It was horrible and painful. At least, up until the end. The part where she couldn't breathe... Glad there was no one around to see her confusion, the pony managed to get herself out from under the changeling helped by the copious amounts of... lubrication. She was going to need a shower.

Trying desperately not to look at the green mess she was sliding on, she hoofed her way into the shower. Luckily she had left it on from earlier. Why was she covered in so much green? It was like the stuff from earlier. The stuff that was leaking out of... Oh no.

Fluttershy quickly turned around and looked at what was on her floor. The changeling's hoof was split open even wider then before, it must have knocked it on something while... it was active. The thing wasn't moving, not even breathing. This wasn't good at all. Fluttershy immediately ran to the door and threw it open. "He's dying!"

"I don't care." came the gruff short response.

"You have to get help!"

"I have to stand here." There was no thought in his response, it was quick and reflexive.

"Please help... Please help him somehow... I don't know what to do..." Fluttershy was on the verge of tears, a creature was dying in her bathroom.

"If you care so much, then just love him. He is a changeling. I saw he got hurt out here and I figured you'd either killed him or he'd be healed up by now. He is just a drone." The guard rolled his eyes at the stupid pony.

Love him? Could Fluttershy love him after what he did to her? "But... He raped me..." She thought for a second and then quietly added, "In my mouth."

"Look pony, I don't care. If you care so much then you are going to have to love him until he is better, if not then he dies. It's your own fault you let a drone in with you. Just find something pleasant and focus on that. I don't know. I'm not a pony. I am a guard. I'm supposed to be guarding you, not talking to you." The guard dropped it's disguise to look like a changeling and turned to look at her, hissing noisily.

Fluttershy stepped back. Love him sounds easy, but ... She would have to try. She went back to her bathroom and stood over the dying monster. Fluttershy got down to her knees and put laid her head on the changelings. She then thought about him. He hurt her. He was just another creature. He just wanted something and she didn't give it to him. It was her fault. He raped her. She let him in. He suffocated her. She liked it.

Fluttershy began crying. She didn't think she could love him, she wasn't sure if it was working. She really didn't want him to die. He looked so fragile laying on the floor like that. She felt her tears falling down her face, covering the poor things head. It was just a drone they had said. They treated it like an animal. But it could talk, it could feel. It had probably lived it's whole life like that. Lived it's life as just a drone. How sad. How terribly tragic to live like that, and then die like this during some obscene act on a bathroom floor. It was driven by instinct after all. She remembered how it had held out it's hoof. The poor thing was much like an animal, very simple in thought. She couldn't believe it had tricked her like that.

Then again, it was a changeling. It probably had played off her emotions, just doing what got the strongest reaction. That was it, wasn't it? It had probably hurt itself more when it felt her get sick at the thought. How terrible. How sad. How desperate. Fluttershy didn't like the thought of living in a hive like this, living your life like that. It was really just an animal, wasn't it? Living by instinct and doing as it was trained. She could understand that. She just needed to understand it's training better. Obviously it was for... what it had done. It had been very good at that. Fluttershy flushed at that thought.

She was distracted by breathing. It had started to breathe again! She looked at its hoof closer, the crack was sealing up, slowly but surely. This was working! Fluttershy got excited. She could save it, she just had to keep this up. Would it be okay to drag it to her bed? Sleeping on the bathroom floor was probably uncomfortable. She should probably give it a little more time to heal.

Fluttershy laid her head down on it again, closing her eyes to think over things, trying desperately to love.

Ms. Changeling walked through the door later that morning, levitating a tray of food with her. She stopped once she stepped inside the room and looked around. Blood on the floor. The bed was covered in blood. The bathroom floor was clearly destroyed. She spotted Fluttershy looking at her sheepishly from under the covers. Quickly she donned Fluttershy's body to use her voice. "Ummm.... What happened? If you don't mind me asking?"

"I'm so sorry! I accidentally let in that drone. He looked so hurt, he was bleeding! I couldn't let him stay out there alone!" Fluttershy immediately answered, dreading this encounter all morning.

"I.. I see... I guess I'll just clean it up then. If you don't mind me asking, where is the body? I don't think you ate it, and drones tend to smell when they die." The clone looked around sheepishly as though looking for a hidden unpleasant surprise.

Fluttershy spoke up, "Oh. It's Okay. He was hurt pretty bad after.. well.. afterwords. But I brought him into the bed and he's getting better now. I figured out how to love him. It's taking a while, but he is healing."

Ms. Changeling quickly dropped her disguise and put the tray down on the floor. She rushed to the bed and lifted the covers off exposing Fluttershy and the drone entirely. The drone was sleeping peacefully next to the now startled Fluttershy, who cowered over him. "Please, don't hurt him..."

The covers slowly descended, and Fluttershy found herself facing herself once again. "Of course. I'm sorry. I didn't mean to startle you. I'm going to leave your food over here, and I'll be back to clean up this... mess. I'll bring new sheets for you as well, dear. It looks like yours need to be... burned. I'm going to need to speak with the Queen real quick, she wanted to see you today and I think you just moved up her schedule. To the top I would wager."

Fluttershy visibly cowed at this. "I'm sorry! I didn't mean to do anything wrong."

"Oh no, It's alright. Really. It's fine. I'm sure you will be just fine. I looked into your friends and it seems the Queen was having a little trouble with most of them. But this should make her happier. It's OK."

Fluttershy wasn't buying it. "You mean she is going to be happy I nearly killed one of her drones?"

"No. She is going to be happy you saved it."

Fluttershy stood awkwardly to the side of the room as the drone nuzzled her side. It had taken on her visage once again, but this time it was just rubbing her with it's face. It was being very affectionate. Also looking like her, Ms. Changeling was happily scrubbing the floors humming some tune as she worked. A few other workers had shown up to help change the bed out and clean up the bathroom. Fluttershy was blushing furiously at the thought. The changelings didn't seem to treat it any different than a paint spill or anything else though. Perhaps they were used to cleaning horrible biological messes. Fluttershy shuddered at the thought.

Soon the room was clean once again, and the changelings began to file out leaving just Fluttershy, the drone, and Ms. Changeling. "There! All better. Hopefully next time you decide to ... Help... somepony you make less of a mess." Fluttershy winced at the comment.

"Please... please don't think less of me because I did that..."

The changeling looked at her with confusion. "What do you mean dear?"

"Because I let him... You know... With me." Fluttershy tried to not look her in the face as she spoke.

"Oh. That. Don't worry about that. We workers aren't quite equipped for that in the same way a pony or a drone is. We can seduce somebody to feed, but that's about all. We certainly don't get the rush that you do. We can fake it of course, we have to, but it's just another thing. Like eating. Actually it is eating for us. So I can safely say that I don't quite understand what you and that drone went through. And I won't judge you for it dear. None of us will. Maybe some more drones will come bug you if this one talks, but honestly that's about it."

Fluttershy quickly turned to the drone happily rubbing it's face on her neck, "Please don't talk."

"No talk. Good pony."

Ms. Changeling watched this exchange. "My, he certainly seems fond of you."

Suddenly the atmosphere changed and Fluttershy found the two changelings kneeling, eyes cast down. Into the room stepped the Queen, appearing quite pleased.

"You may both leave. I wish to speak with this one. Alone." Chrysalis didn't bother to watch her subjects, instead keeping her eyes glued on the now terrified cream yellow pony as they left the room. Fluttershy heard the door lock and gulped, her sore throat an awkward reminder of the events from last night.

"Please don't punish me... I didn't mean to do it... I'm sorry..." Fluttershy cowered in a corner, begging the Queen.

"Whatever are you worried about dear Fluttershy?"

"I.. I hurt him."

"He hurt himself. That one was always a little aggressive. You made him better though. What I want to know is why. I've already talked to the guards and your caretaker, so now I'm talking to you, my little pony." Chrysalis smiled when she said that last part. She had picked that up from Celestia. They were her little ponies now, and she loved reminding them.

"I.. I don't like seeing things hurt. I didn't want him to die. He looked so fragile laying on the floor, bleeding everywhere. I felt so bad that he did that just to get to me."

"Ah. So it was guilt. That's why you helped him."

"No. Not quite. I let him in when I knew he might be tricking me. I didn't want to risk... want to risk... that he was actually hurt and needed my help."

"Interesting. Fluttershy, come over to this bed and lay down. We need to have a talk." Chrysalis seemed contemplative, as though she was making a decision. Fluttershy thought she say the Queens eyes glow green.

Timidly, Fluttershy made her way to the bed, keeping as far away from the Queen as possible. Chrysalis looked at her, seemingly amused. "Good enough. My you have gotten brave."

Fluttershy felt herself grow a more pink shade of yellow. "What... What do you want...?"

"First things first my little pony," Chrysalis smiled, "Yesterday I conquered your country. I took your leaders and wrapped them up in my cocoons. You are going to call me "Your Majesty" now. Or Queen Chrysalis. I am the new ruler of Equestria after all."

Fluttershy gulped. "Yes, Your Majesty."

"Much better. Now I actually am coming to you with some good news! Last night I got your friend, Twilight, to come around to my side. She's now one of my most loyal supporters. You will be able to see her soon, maybe even today! Isn't that nice?"

Fluttershy cringed. She was happy to see Twilight, but what had this monster done to her? "But Twilight is Princess Celestia's student! She's practically in love with her!" Fluttershy had maybe gotten a drunken confession out of Twilight once on that. Or twice. Chrysalis glared at her and cleared her throat. "Your Majesty..."

"Oh not anymore. I dare say she has a new... infatuation. But that's not important! The important thing is she gets to see you, and you get to see her. I was going to keep her separate for a while, at least until somepony else came around, but you went and loved one of my changelings over night! A drone no less! And from what I heard, he deserved only hate. I am impressed with you."

"Nopony deserves hate. He isn't a bad drone, he just made a bad decision." Chrysalis looked at Fluttershy as she spoke with a curious intensity.

"Even me Fluttershy? You saw what I did to Cadence and Twilight. You didn't see what I did to Celestia and Luna. Do I not deserve hate?" Chrysalis stared at the pony, eyes unblinking.

"You did some bad things. I'm scared you are going to do more. But maybe someday you will do good things and look back and be sorry. I know you're in charge now and nopony can tell you to stop, but maybe someday you will learn when to stop. Maybe you will learn not to hurt anypony."

"I'm surprised Fluttershy. I'm not pretending to be anypony else right now, and here you are loving me. Maybe if everypony was like you, then you would be right. But they aren't. I have to do what's best for my brood, not what's best for ponies. I sometimes have to hurt ponies to help my brood. I don't regret that. I am a good changeling Fluttershy. The best even. I don't even try to be a good pony."

"But it doesn't have to be that way, Your Majesty. You could be good for ponies and changelings. I get along with Ms. Changeling just fine."

Chrysalis gave her an odd look. "Who in Tarterus is Ms. Changeling?"

"Oh.. Umm.. My... Caretaker?"

"That worker who was talking with you when I came in here? She doesn't even have a name, Fluttershy. She is a worker. They're all like that. She is nice to feed off of you."

"I know that. I also think she is nice because she wants to be."

"You are strange for a pony, Fluttershy. Nonetheless I have a proposition for you."

"A proposition? What... what do you want from me?" Fluttershy was confused and scared, her eyes opening wide at the thought.

"The area my brood covers has grown tremendously. I need to make more changelings. Unfortunately, I spent a huge amount of energy ... Convincing... Twilight Sparkle to join me. I know I'll be able to recover that later, but for now I need help. I want you to be a broodmother, Fluttershy."

Fluttershy got off the bed and crawled slowly back to her corner. Chrysalis merely watched as the pony pathetically tried to hide in a very obvious place. "I... I... I don't think I want that..."

Chrysalis had expected this, and so had came prepared. "Before you just give up, think about it. If you can love changelings, then I'm sure you could love our children. In order to grow they need a warm wet place. But they grow faster with love, Fluttershy. Your love would nourish them. You would be the mother of so many children. And all of them would adore you. I am the new Queen of Equestria, Fluttershy. Changelings and Ponies are going to be living together here for a long time. Don't you think it would help if the changelings were raised by a pony? You could teach them whatever drivel you wanted to put in their heads. What If I gave some other pony, one who wasn't so nice the chance? What if I forced some pony and she hated them. How would they grow up? What would they do to ponies once they left the hive?"

Fluttershy quivered at the thought.

Chrysalis continued with her speech. "That is another option for me, you know. It would be fairly easy. I could simply round up a hundred or so ponies and force them all to bear my children. If you say no I just might. Sure they won't love them, but with so many I could make up the difference fairly quickly. I'm only trying this with you first because you came around so fast. Because you had enough love to heal a mostly dead drone back to full vitality overnight. Convincing you might take a day. Rounding up ponies might take ten. But I can do it, and will if you tell me no. You live in my Equestria now, Fluttershy. You should do your best for your country, and if not for your country then for your fellow ponies." Chrysalis seemed quite finished, as though she was waiting for a silent applause that never came.

Fluttershy stayed quiet in the corner, trying her hardest to be ignored.

"Well, think about it at least. I'll send Twilight in later today to try and convince you. I'm off to go have Brunch. I'll see you later, my little pony." Chrysalis laughed as she left the room.

Ms. Changeling and the drone didn't come back in the room after the Queen left, so Fluttershy slowly crawled back into bed and stared at the roof. What was she going to do?

There was a knock on her door. Fluttershy started at the noise. Again it came, louder and more forceful. "Hello? Fluttershy? Are you awake? Can I come in?" Twilight's voice rang into her room. Fluttershy immediately stood up in her bed.

"Twilight? Is that you? Come in!"

The door opened seemingly by itself, and Twilight Sparkle stepped inside. Her face grew into a wide open smile when she saw Fluttershy. "Fluttershy! I'm so happy to see you! I'm so glad you're OK. I was worried sick!"

Fluttershy rushed from her bed and gave her friend a hug. She started crying. "Twilight, I was so scared. It was so bad. Your horn was.. gone... and you were screaming and.. I was so scared Twilight!"

Twilight sighed. "Shh... It's OK Fluttershy. I'm OK now. I know I was hurt, but I'm all better now. See! Horns back!" Twilight gleefully pointed to her forehead.

"But.. But... How? How did you get better? And how do I know..." Fluttershy stepped back, now looking at Twilight more closely. "How do I know... You're not a changeling?"

Twilight sighed and the smile she wore fell. "That's the thing Fluttershy. I was hoping to put this off for a bit, to talk for a while before I had to tell you this part. But I guess it's now or never. I can prove I'm Twilight at least. Queen Chrysalis used some very powerful magic on me. It kind of hurt a little, but it was also wonderful. Amazing. I'll never experience anything like it ever again." Twilight's eyes grew moist, as though she was sad.

"The magic was intense, and... It changed me Fluttershy. I'm not actually... a pony any more. I'm part of her brood now. I can show you, if you promise not to panic. Please don't panic Fluttershy. Promise me you wont panic?" Twilight looked pleadingly at Fluttershy.

"I.. I promise." Fluttershy held her breath as Twilight took another step back, and was encased in green fire.

The changeling standing in front of Fluttershy did look like Twilight. It had the same square mane cut, and sort of held itself the same way. She also had... A cutie mark. Twilight Sparkle's cutie mark. She looked hesitantly at Fluttershy, as though she was afraid. Fluttershy tried hard not to panic. Not to scream or cry. She almost succeeded, but a week "Meep!" eeked it's way through her lips. The Changeling looked sadly back at her, and then burned into Twilight once again.

"Well... You took that a little better than I expected." Twilight stood quietly, waiting for her friend to say something.

"What... What kind of changeling... What kind of changeling are you now?" Fluttershy was shaken, and wanted to fill the silence with something. So she asked the first question that came to mind.

"Well, It's kind of embarrassing, but the reason the Queen changed me is that she found she could never be immortal. She would one day die." Twilight's voice quieted at this. "So she found me, a really powerful unicorn who was good with magic and science. I'm a Proto-queen. I'm kind of like a princess now. Isn't that funny?" She gave a weak laugh.

"I still get to do whatever she wants, but one day she's going to die. Then it will be up to me to lead the changelings. I'll have to find a replacement for me one day as well! It's kind of strange. None of the changelings that are born can ever be anything other than a worker, soldier, or drone. The only way to get a Queen is through a magic ritual. It seems kind of weird, how could a race survive like that? But changelings have managed so far I guess." Twilight started to get lost in thought, drifting off to silence as she contemplated some new mystery.

"So.. You're not Twilight anymore? You're just... The new queen?"

"No. Nothing like that. I still like books, I still like science, and I still like my friends!" Twilight smiled and walked over to Fluttershy. "I hope they find Spike soon. I'm worried about him. I already miss my library, and I can't wait until the rest of my friends are ready to see me! I'm still Twilight Sparkle, I'm just... Different now." She took a deep breath and let it out. "Very different."

Fluttershy looked her friend up and down. She took a step closer, and wrapped her arms around her friend. "I still love you Twilight."

Twilight smiled. "I know. I can feel it now, remember? It's nice. I like your love. It makes me feel... Happy." Twilight closed her eyes and hugged her tightly back, groaning in pleasure.

Fluttershy let go and gave her a confused look. That sounded and felt... Sexual.

Twilight blushed and stepped back. "Sorry, it's a side effect of being a newly born proto-queen. I'm not supposed to grow to power yet, so excess love is turned into... other things. I'm still getting used to that. I didn't mean to upset you."

"Oh.. Umm.. It's OK." Fluttershy gave her own newly discovered turn on some thought. Certainly getting aroused from love was much more normal than from asphyxiation. She was not about to judge Twilight for that. Not after last night.

"I'm sorry, but I do have to do what the Queen tasks me with. And right now I'm supposed to be convincing you of something. I'm not very convincing aren't I?" Twilight sheepishly tried to change the subject.

Fluttershy's ears dropped as she was lost in thought. "I... I don't know Twilight. I wanted to be a mommy, but not for a few years. And what about Angel? And my animal friends? And it would be so strange. Having all those changelings as my children. They don't even have names. And how would it feel? Would it hurt? What would Rarity think? What would Rainbow think? I just don't know."

Twilight perked up at that. "Well.... I could bring angel here for you, that would be very small. It also wouldn't be a big deal at all to have somepony look after your animal friends. You could give them all names, it's perfectly fine. Queen Chrysalis doesn't because she has more important things to do. I don't think it would hurt, at least we could make sure it doesn't. And as for Rainbow and Rarity, while I'm not sure what they would think right now, I'm sure they would be fine with it once they're ready to see you. Trust me on that. I can help you right now. I'm kind of second in command, so anything you need that isn't against the Queens orders, I can get for you." Twilight looked almost proud and a little shy at that.

Fluttershy looked at her. "And you'd stay with me here? You'd bring Angel Bunny for me and look after my animal friends? And those other ponies wouldn't get hurt?"

"Of course I'd do that for you! What do you mean other ponies?" Twilight inquired.

"Oh nothing. I was just thinking. Queen Chrysalis will... Lay eggs in me right? I don't think I could do that Twilight. She scares me. Wouldn't that hurt? And how will it feel when they come out? The more I think about it the more I get scared. I'm sorry."

Twilight grew a little smile and pulled herself much closer to Fluttershy. Much too close for Fluttershy suddenly. "You know, It doesn't have to be Queen Chrysalis. I can... do it ... too. And if you keep loving me like this, It will be real easy. I can be there for you when they come out if you want. I can make sure it doesn't hurt. I'm really good with magic, and I picked up a few changeling tricks. Want me to show you one?"

Suddenly Fluttershy wanted to back away from her friend. This wasn't quite right. "Twilight, stop. Please. Not like this."

Twilight took a step back and a breath. "Sorry about that. I need a moment to relax. If you hadn't started to fear me right now, I'd have... I'm just gonna stay over her for a second Fluttershy. I was about to be a bad pony."

Fluttershy shuddered. Oh dear. She had made Twilight sad. Poor Twilight. Having to go through all these changes all alone. That was terrible. At the very least Twilight shouldn't be alone. Fluttershy knew Twilight wouldn't have hurt her, she just got a little scared. And right now, Fluttershy needed a hug as badly as Twilight did.

Twilight turned around and watched Fluttershy get closer. She started to back away and then stopped, a look of determination going through her eyes. She started walking towards Fluttershy now. "I'm really sorry Fluttershy. I love you too. I'm sorry." Twilight started to cry as she began casting the spell.

Fluttershy stopped moving when Twilight stopped backing away. She started slowly backpedaling when Twilight started advancing. Maybe Twilight really had needed her space. Well now she was in her corner, terrified again. No. Not this time. This was Twilight, not some scary monster, she was going to stand up and tell her she wasn't ready for this! Not now, maybe not ever! Fluttershy stood up tall just as Twilight finished saying something important, and got wonderfully lightheaded when Twilight touched her horn to Fluttershy's head.

Oooh. What was Twilight doing to her now? Fluttershy felt herself being pulled into a tearful hug. This wasn't bad at all. Here she was being hugged by one of her best friends. One she loved very much. Fluttershy hugged her back tightly, trying to get Twilight to quit crying. Everything was fine, there was nothing to cry about. Twilight's hug tightened, and the crying slowly turned into... something else. Fluttershy didn't mind as Twilight pulled their two hugging bodies to bed.

Fluttershy felt a little heat and noticed Twilight had turned back into a changeling. How odd. Twilight pulled the covers over them both and began kissing her. Fluttershy loved kisses. She kissed Twilight right back, eliciting a strange groan from the mare. She pushed her tongue into Twilight's mouth, and giggled as she got it poked on a fang. She had to be careful about that. Twilight began using her tongue to clean the blood out of Fluttershy's mouth in long greedy slurps, running it up and down the length of Fluttershy's own tongue.

Fluttershy felt something strange pushing into here. Something pushing into her sore private part where that other changeling had buried his face last night. She raised her tail and helped ease it in. Twilight groaned some more and backed off from Fluttershy's face, watching her expression as she inserted herself into the helpless mare. Fluttershy just smiled back at Twilight. She loved Twilight so much. She squirmed as that thing pushed itself deeper. Fluttershy began to be curious. What was it? Twilight was a girl, she didn't have a...

Fluttershy looked down in sudden surprise, seeing a stinger like protrusion from Twilight's crotch. That wasn't normal. This wasn't normal. Realization struck her all at once, and she slipped out of the warm bubbly spell. Eyes opened wide, she looked up at Twilight who was smiling serenely as she continued to push deeper.

"Did you wake up sweetie? I'm sorry. I meant for that to last a bit longer. I'm kind of new at this." Twilight bent down close again, to breathe in the horrified mares face. "I tried to stop myself you know..." Twilight ran her hoof down Fluttershy's wing, carefully stroking it. All the while she kept slowly advancing deeper into Fluttershy, deeper than should have been possible. It was happening in small slow lurches now, inching it's way inside. All the while Twilight smiled. "but you just kept loving me. You didn't stop. Well, I love you too. I love you so much I want you to have my children. And your going to."

Fluttershy couldn't speak. All she could feel was that sick, horrible thing, lurching deeper inside her. With every lurch, Twilight breathed deeply in her face, the sweet lavender smell dripping over her. Fluttershy felt a hoof on her wing. Twilight was petting her. Like an animal. A trapped scared animal. And right now, that's exactly what she felt like.

The thing inside her began to pulse and quiver, and Twilight started to softly grunt. "I'm putting them inside of you now, my children. Our children. Aren't you happy Fluttershy? You will be a great mommy." Twilight bent down to kiss Fluttershy at this. Fluttershy held her mouth shut as Twilight pried at it with her tongue. "Not going to let me inside? Now? When I'm so deep inside you already?" Twilight spasmed at "already" and Fluttershy felt something happening inside her. She could feel it. Something traveling up the length buried in her. It was coming up, being pushed out of Twilight by her quaking body, and into Fluttershy's.

"I'm sorry Fluttershy. I can't fight this. It feels so good. So right. I don't want to hurt you. Just love me. If you love me a little more, I can make the pain go away." Twilight was sweating and grunting more now, Fluttershy helpless as another traveler began its ascent into her womb. She felt the first one pop free, and Twilight gave a low groan into her ear. Fluttershy kept her mouth shut, afraid of what Twilight would do if she opened it. The eggs felt strange in her, like a heavy weight that shouldn't be there. They felt alien, foreign. Fluttershy shuddered.

"I really liked it when Queen Chrysalis did this to me. Maybe it will warm you up." Twilight whispered this in her ear as Fluttershy felt something pressuring beneath her tail. Fluttershy instinctively tightened up her whole body to deny it entry. Twilight moaned. "Oh.. that was good. Do it again" Another egg popped into her, and another started its long journey. Fluttershy was going to have to open her mouth again soon. She was going to have to breathe. She had a flashback to the night before. Maybe she didn't have to quite yet.

Those eggs undulating up her body started to.. feel. The more she held her breath, the more she felt. Each and every movement. Every shudder and hot breath of Twilights blowing over her face. "That's a good girl, just go with it. It'll be better for yououoaaaaah." Twilight popped another egg into her, nearly biting her ear. Fluttershy felt this one as well, the sensation of it falling out, the organ stiffening back up , almost whipping back into shape. It was exciting. The pressure beneath her tail increased again, and once again she fought it. "Oh yes... Oh candied Chrysalis, yes!"

Fluttershy was beginning to feel her lungs burn, and her world was beginning to get distant. She really didn't wan't to open her mouth yet. That feeling from the night before rose within her, and she started to watch as another pony was mercilessly fucked by one of her best friends. The pony wrapped its legs around her friend, all four of them, and began to move its hips. The friend said something, probably encouragement. It didn't matter now. Neither Fluttershy or the other pony could hear her. She watched as the pony lifted it's tail and let that thing inside it, and she watched as her friend smiled hugely apparently very satisfied about something.

Fluttershy watched as the two quivered together, looking at each other, working together for some common goal. Her friend had already been there, over and over, and now it was the yellow pony's turn. She watched as they would gyrate, pump and pull. Then stop for a moment and stare at each other as the dark one would shake and smile. Sometimes she said something sweet. Sometimes she said nothing at all. Then they would get back to work moving their bodies together to some unheard beat. Fluttershy began to disappear, and the other pony began to look desperate. Then it happened.

Fluttershy felt it build almost immediately as though from nowhere and she watched that poor yellow pony try to fly away again. It helplessly beat its wings into the bed and squeezed its friend hard. She saw the friend grin huge now, frantically undulating with the yellow ponies beats, trying to keep up. She felt something wet and squishy happen between the yellow pony and her friend. And then, all at once, Fluttershy felt amazing. And then Fluttershy felt nothing.

Twilight had been concerned when Fluttershy passed out. Not concerned enough to stop, of course. But when Fluttershy started breathing and moaning quietly, Twilight quickly forgot her concern and got back to work. This was almost like that spell, so she was so close to perfection and it kept going on and on. She was so happy to have Fluttershy here to share this with her. To watch Fluttershy reach perfection in her arms. To feel her return the affection with full force. But now she was almost out of eggs. She had pumped that soft yellow pony completely full. The thought made her quiver again. Ooh. Last egg. Breathing hard, Twilight waited for her ovipositor to extract itself from Fluttershy. She closely looked at the unconscious sweaty pony. She might be upset that Twilight did that to her, but she would love the children. And she would eventually forgive Twilight, she was sure of it.

Fluttershy would make a great broodmother. Queen Chrysalis was right. She was always right. Well, except that one thing. Twilight had managed to copy that spell, even if it was terrible compared to the Queens. What other magic could she emulate? While waiting for herself to separate from her friend, Twilight tried something she saw the Queen do occasionally. It was a small spell, but it took a lot of energy. Right now, Twilight had lots of energy. So Twilight's eyes glowed green.