Competent Villains: Chrysalis

by tailsopony

The Defiant

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Chapter the Fourth: The Defiant

Rainbow Dash struggled to be free of the green sticky bindings that held her captive. Those stupid changelings had realized how dangerous she was and had webbed her in place. Her hind hooves were webbed to the ground and her front hooves were attached to the ceiling with a strong stretchy web. She could get the web holding her to the roof to stretch and give enough for her to move a little, but as soon as she relaxed it would pull her up straight into a helpless position. She found herself spread like an X, pulled up by the uncomfortably taught bindings. The worst part was that they had glued her wings together as well. Of course the changelings hadn't bothered with that until she had managed to use them to give one a good smack.

She hadn't been tied up at all when they first shoved her into this room. She had been left in the room with a single changeling who tried to explain how a bathroom worked to her. She quickly showed them how stupid of an idea that was when the guards had to rush in to hold her down while the changeling's unconscious body was dragged out. Soon after, she had gotten her front hooves tied to the ceiling when she managed to give one of the changelings a good hoof sandwich. After they had glued her wings together, she would have been proud to say that she managed to get guards moved to the inside of her room as well, but they had glued her mouth shut after she bit one.

She might be captive, but she was not going to go down without a fight. Still, she had been pulling at these bindings for a while now. While she was in pretty good shape, this was pretty tiring, and she didn't seem to be making very good progress. Maybe she had been a little hasty, the princess was biding her time in a cocoon, she could wait for her chance to strike as well. Rainbow's sweating, tired body relaxed and she assumed her strange X position. She sent a cool glare to the guards, just so they would know that she was resting, not giving up.

After a few minutes of staring at the guards she became bored. This sucked. Here she was restrained in some unknown room in the castle while somewhere her friends were probably being tortured. Her thoughts drifted to Fluttershy and she shuddered. Fluttershy was weak and much to kind for her own good sometimes. She probably had no idea how to defend herself. She thought of Twilight, and then quickly forced the thought out of her head. Rainbow had to save them somehow.

Maybe if she could get free then she could quickly fly through the castle looking for rooms like hers, except rooms where the guards were posted outside. Both guards looked exactly the same, as though they had mimicked the same guard. She could just look for guards that looked like hers then. Then she could rush the room as fast as possible and pull her friends out. She might need to beat up a few changelings in the process, but she could manage. She was Rainbow Dash, Avatar of Awesome. First she just needed to break out of these bindings.

A quick attempt at flapping her wings reminded her of exactly how difficult that was going to be. New plan. Maybe she could trick them? They had been pretty stupid... But for now she was trapped and unable to do anything about it. Well, no reason to dwell on why. Rainbow sucked some air through the little hole they had left between her lips and muttered out, "I aunt too alk..." Well that wasn't very cool.

The guards looked at each other, and then one brought its hoof up to knock on the inside of her door. Two swift taps were sent back. The door immediately opened and another changeling stepped in, levitating something. It looked like a small round cage and it was made of the same stuff that held her tightly. The changeling nervously made its way toward her as another stepped in behind it. The next one seemed familiar somehow, and Rainbow got a little excited when she recognized some of her hoofprints on its carapace. It was probably coming back for revenge now that she was trapped.

The nervous changeling stopped just outside of Rainbow's reach and looked back at the one that she had beaten up. The beat up one looked at Rainbow and was consumed by a bright green flame. Rainbow found herself staring at herself, albeit with a black eye and some bruises. "Hey! She's going to free your mouth, and then she is going to put this over it so you can't bite any of us. You will be able to breathe and talk through it. If your cool with this, and you promise not to bite her, shake your head up and down. If you bite her, your going to have to answer to me." The pegasus gave Rainbow a meaningful glare.

Rainbow dash could respect that. The other pony just wanted to keep her friend safe. But still, she was a changeling. Maybe the green thing was going to keep her from breathing... Well, there's no way it was worse than what she already had. And of course she was cool, who did this changeling think she was? Not breaking eye contact with her double, Rainbow slowly moved her head up and down. Maybe she could get her other bindings taken off, too. Then she could make her escape and save her friends.

The timid changeling moved closer, and brought her face up to Rainbow's, blocking Rainbow's view of her double. Rainbow was mildly upset about this, she had wanted to keep staring at herself and intimidating the changeling. The one blocking her view moved its head closer and shut its eyes. This was weird. Why was it so close to her? Rainbow made a confused grunt and pulled her head back away from it. "You have to let her get in close if you want your mouth free. We have to dissolve the cement with our saliva."

Rainbow slowly relaxed. So she wasn't going to bite her at least. But what was saliva? Must be some kind of changeling only magic. She was sure she had heard that word somewhere. Maybe in a Daring Do book? Or was it a biology class she slept through? Rainbow wasn't one to get lost in thought, and instead studied the changeling leaning in close to her with its eyes squinted shut. Almost as if it was going to kiss her. It sure didn't look happy about this. Well she wasn't happy about this either, so that changeling would just have to deal with it.

Rainbow made a small noise of protest when the changelings tongue flicked across her lips. Rainbow felt a warm wet tingle across her her sensitive mouth. Eew. This thing was slobbering all over her. "MMMph!!" Rainbow jerked her head back again and the changeling quickly skittered away, looking sheepishly between the beat up clone of Rainbow and the real thing. It seemed to be deciding who was scarier.

"Look, if you aren't going to cooperate then my friend and I will go back out the door and you can live with your mouth glued shut. Do you want that?" The black eyed clone was not amused by Rainbows reaction, and kept her voice very serious.

Rainbow sighed. Whatever. It probably wasn't the grossest thing she'd done. Probably. She shook her head side to side. The timid changeling moved back in and brought herself up to Rainbows face. This time she didn't close her eyes, and Rainbow glared at the thing to remind it of exactly whose lips it was licking. The slimy tongue stretched from the creatures mouth and tentatively began stroking her lips.

Rainbow grumbled, but didn't jerk away keeping her eyes glued on terrified changeling. The sticky goo from the changeling's tongue began to warm up around her face and bubbled where it met the concrete gum holding her mouth shut. Rainbow felt her lips slowly becoming loose and began to move them around to exercise the tired muscles, stretching them in and out. The changelings eyes went wide as it continued it's softening ministrations. Quickly, Rainbow relaxed her mouth and blushed, realizing what the changeling had saw and felt. She sheepishly avoided eye contact with it as it began to work its tongue between her lips and gums, trying to get the last of the concrete.

That was not cool. She was not supposed to kiss a changeling. Rainbow swiftly considered her options for recovering from this. She didn't want to bite it, considering that's what got her a serious case of "Cement Mouth" in the first place. Well, there was something she could do. But she needed her mouth for it. She put the thought on hold as the warm syrupy saliva started to trickle down her throat.

Eeew! Stay cool, stay cool! She couldn't let them know this was freaking her out. It was sticking to the back of her tongue, and coated her mouth inside and out now. An itch to cough or hack rose in her, but she had to stay cool. Rainbow shuddered as she realized that left her one available option. She took a deep breath through her nose, closed her eyes, and gulped. Rainbow felt the changeling back away from her mouth, so she gathered up as much of the sticky tingling residue as she could, and took another gulp.

Success! She had removed the irritant and the changelings were none the wiser. She felt a huge cocky grin cover her face, and then opened her eyes to see two very shocked changelings staring at her. Oh buck it. They had seen it, and now she was smiling like she was a fox in Fluttershy's chicken coop. Quick as ever, she fell on her original plan for recovering from her earlier mistake of kissing: Insult the changelings.

"I bet you liked that, you dirty mother..." Rainbows smile fell and her voice died out as her mind caught up to her mouth. That was the wrong insult. Exactly the wrong insult.

Both changelings looked at each other in confusion, and then the one who had been shoving its tongue all over her face quickly trotted out the door, taking the small green cage with it. It seemed to quicken its pace as it approached the door, its portal away from the terrifying and strange pegasus.

"Now I get it!" The beat up Rainbow Dash smiled at an epiphany. "We've been going about this all the wrong way! I'm gonna have to change the plan on how to treat you, but I don't think you'll mind." A wicked grin crossed her face and Rainbow Dash's face paled. She had really bucked this up.


At first Rainbow had been confused. The changeling had left her alone as soon as it made its declaration. She had been left with two guards who wouldn't respond to her verbal insults. She took to glaring at them, hopefully defiantly. She wasn't sure how defiant she looked right now, spread open like a book and wrapped up like a present, but she was trying. Soon, her double returned carrying an empty bucket. Then it left again. What was it up to? Why did it bring a bucket? Her questions were quickly doubled when it brought back another bucket. This time it stayed to talk.

"I wasn't sure where to start at first, but I've asked around. It seems the most important thing about this sort of relationship is trust. So we're going to work on that. You don't trust me, I don't trust you. I'm going to build my trust in you while you build your trust in me. It should be pretty easy." The changeling seemed quite happy about this. "If we keep it up, we can eventually get rid of your bindings." She winked at Rainbow Dash with her good eye.

Rainbow wasn't sure what she meant exactly by relationship, but she had a clue. She did not like her clue. Still, this was a chance to get her bindings off. And it wasn't like she hadn't done any weird things before. Admittedly she was usually drunk, but that didn't change the fact it had happened. The changeling seemed excited about this and her legs hurt pretty bad now. Her wings felt like they were going to fall off. She could play some stupid mental game for a little bit if it meant she could free herself. "Whatever. Just get on with it, I don't like waiting for things."

"Well, yeah. But first I am going to blindfold you. Now close your eyes..." The changeling was levitating some strange goop. It looked like more of that stuff that had been used on her lips. How was she even lifting it as a pegasus? Rainbow did not think this was O.K.

"No way! Get that stuff away from me. I just got that out of my mouth, it's gross. I do not want it over my eyes. You're just going to use that as an excuse to slobber all over my face."

Rainbow's double grinned and leaned forward, spreading her wings as the goop levitated up next to her. "You wanna do this hard way? We can do this the hard way!" She then launched herself at Rainbow.

Rainbow got into her karate fighting stance, only to be quickly reminded that she couldn't move at all. The mad clone was rapidly approaching, and Rainbow could do nothing to stop her. Rainbow had been in more than her share of crashes, so she did the best she could to prepare herself for the impact. Relax her muscles, tense her stomach, close her eyes, and tuck her chin. Instead of an impact, Rainbow got two wet splats. One over each closed eye, followed by an amused laugh.

That dirty little..."You cheated! That doesn't count!"

"Fine, it doesn't count. Why don't you open your eyes and lets try again. Oh wait." Rainbow could hear the clone rolling on the floor as she laughed. She was probably kicking her legs, too. "Oh you should have seen the look on your face when you figured it out. You can't now!" Rainbows face flushed. This stupid arrogant clone was mocking her! As soon as she got out she was gonna give her a piece of her mind. Again.

"Oh yeah, How is this supposed to make me trust you? All you did was make me angry! It doesn't count if you trick me, I just trust you less now." That made sense. Rainbow figured if the changeling really wanted her trust, she'd have to take the blindfold off.

After a few seconds of dying laughter, rainbow heard the changeling quietly get up on all fours and walk closer to her. It sounded like she walked around her in a full circle once. Rainbow tried to have her face follow where she thought the changeling was, quickly whipping it around when the changeling walked behind her. The changeling stopped in front of Rainbow and quietly told her why, exactly, it was indeed about trust.

"I told you I was going to blindfold you. And I did. I told you to close your eyes, and you did. I am not going to lie to you. Everything I tell you will happen. It will happen one way or another. You could have just closed your eyes and I'd have put the blindfold on. Then I wouldn't have laughed at you and we would be on to something more pleasant. But instead you tried to make me a liar! How can I get you to trust a liar? So I had to laugh at you, make fun of you, to punish you. This was the first lesson on building trust." The changeling finished quiet, but confident.

Rainbow didn't know what to feel. Ashamed? Humiliated? She certainly wasn't feeling awesome right now, she could definitely cross that off her list. Angry. Yeah, she could feel angry. "You can't make me do stuff! I do what I want, when I want." That made her feel a little better. At least she could still talk tough, even if she could no longer glare at the changeling.

"Well. We'll see about that. But for now, lets move on to something more pleasant. You've been tied up like that a long time. Your muscles are probably pretty sore. Do you want a chance to exercise them some?" The changelings tone turned sweet, as though it was offering to do her a favor. No way was that happening now.

"I'm fine. I could do this all day." Rainbow managed a confident smile, even though her insides were screaming. Why didn't she take that offer? She needed it. Too late now, she had to maintain her poise.

"I know. You have been. And most of the night. Well, should you need anything, I'll be right here. Anything at all, just ask for it and I'll consider if you deserve it or not." The changeling waited for Rainbow's response.

"Naah. I'm good." She wasn't going to play that changeling's game.

"That's just O.K. with me. I'm going to try to get a little rest so you might have to wake me up. It's quite late." The changeling made a noise as if it was laying down, leaving Dash to silence.

What kind of game was this? She talked real big and got excited over a silly game and then she didn't do anything but blindfold Dash and leave her hanging? Literally hanging? Dash's muscles reminded her of the pain she was in right now. They screamed for movement. Being in such good shape didn't help, she felt the burning up and down her legs. Her wing might be going numb. How long had she been like this? She had heard stories of pegasi that lost their wings because they never got a chance to move them. Of course, they were usually stupid pegasi that got trapped in some tree or monsters trap... And here she was. Caught in a monsters trap, unable to move her wing.

Dash gulped. She could handle losing a leg. It wouldn't be fun, but she could fly just as fast, possibly even faster. But a wing? She could never fly again. What should she do. Obviously the changeling wanted her to ask for help. She put a little pressure on her wings with no success. Maybe she wasn't trying hard enough. Dash pushed her wings as hard as she could, feeling the rush as blood flowed into and out of them. Straining, she heard a pop. Her wings burned now, it felt like fire was running through her veins. Her left one felt strangely limp. Not good.

"Hey... Are you still awake?"

"Of course. It's only been a minute. Lonely?"

"No... Just checking."

Dash felt her wing trying to explode, pulsing harder and harder. Oh, why had she pushed it like that. Stupid. Stupid. Stupid. Dash sighed. She had to do this. Her wing was more important than her pride.

"Umm. I've kinda got a problem."

"Have to use the little filly's room?"

"...Yeah! That's it. So just let me down from here and I'll walk over to the bathroom and then you can tie me back up and get back to sleep." Dash felt like an idiot. Why hadn't she thought of this before? It was so easy.

"Your a laugh, Rainbow Dash... I'll get the bucket." Dash heard the changeling get up and walk to the door where it had stashed those two buckets earlier. While the bucket was distressing, she didn't have time to worry about this whole bucket thing right now, her wing was DYING!

"Hey.. I lied. It's my wing. It's... dying. Please. I need to move it, I popped something and it hurts now. Really bad." Dash quit all forms of evading the subject. This was much too important.

"I knew that. I watched you pop it out of place. I was curious what you would tell me. And now you lied to me Rainbow. I'm going to have to punish you for that later you know." The changeling sounded almost sad about this.

"I'm sorry! Please just help my wing!" Dash could feel it. It was building. It had probably popped in the way of a vein or artery or something. She wasn't too smart about biology, but she knew that blocked blood was bad. Real bad.

"Just hold still for a second. I'm going to loosen the bindings on your wings. Don't try to hit me with them please." Dash heard the bucket get set down next to her, and then felt some relief for her still good wing. She tried to move the hurting wing, but the only reward she got was more pain.

"It didn't work, It still hurts." Dash felt something wet leaking down her face from under the blindfold. She must be sweating.

"Hold still, I'll pop it back into place. This will hurt for a second but then your wing will feel better." Dash felt hooves on her wing and stopped struggling. She felt a strong, sharp pain jolt up her wing and let out her lungs in a pained cry. Her eyes were really sweating from under her blindfold. Then a slow throb spread through her wing as blood returned. Dash felt the changeling running her hooves up and down the wing, helping blood get back in it. The warm flow of gentle fire felt nice. It hurt, sure, but the relief that came with the pain was amazing.

Dash sighed and relaxed a bit. She gently flapped her wings as the changeling kept her tranquilizing hooves firmly maneuvering the maze of feathers and flesh that composed her wings. She felt the changeling move its head up behind hers, to talk in her ear. Dash let out a low moan as the changeling's hooves hit a particularly tender and sore spot. "Do you like that?"

"No..." Dash sighed. No way in Tarterus was she going to admit to liking this.

"That's another lie Dash. Two in a row. I'm going to have to punish you for that one right now." Dash felt the changelings hooves tackle another knot of muscle, working their way into the flesh. She felt them push deep and move the pain around, spreading that warm fire all over her wing. It felt amazing, the relief from being unable to move all day mixing with the burning sensation of blood and nerves.

The changeling backed away, taking her hooves off of Dash's back. Suddenly, the bindings on Dash's wings tightened and pulled them back into their earlier position. Dash gently tried to test the bindings, but with the little force she put in there was no movement. She didn't want to risk more force. The changeling quietly walked around to the front of her, and Dash didn't pull away as she felt a gentle hoof on her face wiping away the drying tears. "That is your punishment for the second lie."

"It's.. fine. I was better anyway. Uhh... Thanks." Dash chose her words carefully this time.

"Better... Now lets move on to the first punishment. You told me you needed to use the restroom to cover up some other problem. I know you can't see it, but the bucket is here now."

"I'm not sure I like this bucket thing. Do you mean what I think you mean?" Dash really didn't like where this was going.

"Well, if you think that I'm going to make you pee in a bucket while I watch, then yes. You are and I am."

This was bad. Dash had never much liked the thought of doing this in front of other ponies. It made her feel weak, and she was not weak. And she didn't have to go. How long was this changeling going to stand there and watch her do nothing over a bucket? Why was this changeling so... weird? "I don't really... have to go right now. You know. Go pee."

"Hey, that's your problem not mine... But I can help you with it. When's the last time you had something to drink? You must be really thirsty!"

"I don't remember..." Dash could honestly say this. It was sometime before the wedding ceremony. And it was likely alcoholic.

"Well we should really fix that. I sometimes forget that about you ponies. You need to eat food and drink water. How inconvenient. I had a different plan for this other bucket, but it will work for water, too." Dash heard the changeling pick up a bucket and walk to the bathroom. Dash quickly decided to see if she could do her business while the creepy thing was gone. No luck. She heard water running in the bathroom as the changeling turned on the shower. Still no luck. And then she heard the changeling come back.

"Why are you so flushed? Embarrassed?"

Rainbow was once again glad she could answer truthfully, and deadpanned "Yes. Yes I am."

"Whatever you say. But now I see a different problem. You can't drink from the bucket unless I release you from your bindings, but you don't deserve to be released yet." The changeling sounded curious.

Maybe Dash could run with this. "Well, if I don't drink then I'll die. Ponies need water. So you have to let me loose, at least a little, to drink." Dash was more careful this time. The changeling had made it clear it wasn't going to let her go, but even a little loosening of the bindings that held her had to be better than the current state she was in.

"Not gonna happen. You're being punished right now, not rewarded. At least, I'm not going to reward you with loosening your web right now." The changeling paused for a moment and suddenly sounded excited again. "I've got it! A trust game. I can take a mouth full of water and give it to you myself, and you don't bite me. How does that sound?"

"Awful." Dash was getting better at this truth thing.

"Please try not to be like that. You do need water and this is perfect trust practice. It's gentle and not painful at all. Unless you want something more painful?"

"I don't want anything that hurts." This was getting easier. She'd be out by morning at this rate. Of course she still had to deal with this crazy changeling trying to feed her water like a bird feeding it's chicks. She didn't like the idea of swallowing anything from this changelings mouth.

"It'll be just like my friend earlier today. And I remember how excited you got over that." Right. Another weird thing she had already done. Rainbow Dash, Queen of Weird Things. And after this was done she was going to pee in a bucket. She wished she had something alcoholic to drink.

"Just kill me. It'll be faster."

"I am not going to kill you." The thing sounded angry now." I've put this much work into you already, you are going to do this. And you know what? You are going to ask me to. I'm not letting you drink anything until you ask me for it."

Was this thing serious? There was no way Rainbow Dash was going to ask to be mouth watered like a vegetable in a hospital. "I'm gonna save you some time. I'm not gonna ask for that."

"Oh really?" The voice was smug, as though it knew something she didn't. "You sure? You remember just a few minutes ago right? The whole reason we are doing this thing right now? Your wing got hurt, didn't it?"

Rainbow Dash was silent.

"Do you remember how it was held tightly and you struggled? How the blood flow was blocked? You know blood is made of water, right? You know that I tightened your bindings. It was the other punishment you brought upon yourself for lying to me. Your wings are bound tighter than before, and you're dehydrated. Every minute you wait you get more thirsty. By this time tomorrow your blood will be flowing like pudding if you don't get anything to drink. But long before that happens, you will feel it build up in your wing. The same pain, the same horrible feeling you just had minutes ago. And if nothing changes, your wing will die before you do. How will you hold up then, Rainbow Dash?" The changeling stepped back from her, done lecturing.

Rainbow heard the changeling lay down, and a voice called out," If you need me, I'll be right here asleep or watching you."

Dash was an athlete. She knew how important water was to her body. She knew that the changeling hadn't lied to her. This was going to be a very long night.


Dash didn't know what time it was. She did know she was thirsty. The changeling hadn't been wrong about her wings either. They hurt. Bad. She thought that maybe she was beginning to hallucinate. She could swear she heard Twilight and Fluttershy some time ago. But now all she was hallucinating was silence and aches. Her thoughts kept drifting back to her friends. How could she save them like this? Her escape plan wasn't going very well. She heard the door open.

"And how are you doing today?" Dash recognized that voice. She would never forget it. Not after Twilight. Was she hallucinating again?

"Just fine, your majesty."

"She doesn't look fine..."

"She's just adjusting your Majesty. I had to change tactics after she damaged four workers, myself included. She is getting better, though."

"And why does she have a bucket under her?"

"To pee in of course!"

"I.. see. And the other bucket that's full of water?"

"She can have a drink of it when she wants to, Your Majesty."

"And yet she seems to be thirsty. Dangerously so."

"She hasn't asked yet."

"Ah." There was a pause.

"I was going to let Twilight come visit after her recent success. But I think it would be best if she didn't see this quite yet. Are you sure you do not need any help? I could... Intervene."

"Oh, it's fine, Your Majesty. She will ask me soon. I can tell."

"Right then. I'll just... go. But, really, if you need help then ask."

"No, It's all going to my plan, Your Majesty."

"You know I am trusting you with this. And you know what will happen if you fail me. Don't."

"Of.. Of course, Your Majesty."

Rainbow Dash heard the door shut followed by a sigh of relief.

"I know you aren't, but you should be thankful. Her Majesty's intervention would have likely been... even more unpleasant."

Rainbow Dash slowly formed her thoughts into something coherent as she digested the information she just heard. "What... What.. do you.. mean? I'm not going to... ask. I'm ... not gonna... give up." Her voiced rasped out of her dry throat, nothing like her melodic clone.

"I'm a changeling. I can feel your emotions. You were just emanating love. Love for your friends. You want to save them. But right now you can't. If you let your wings fall off, you won't be able to escape to save them. If you die, they will never see you again. The only way you can save your friends is to ask me to water you, so you will."

Dash let her head fall down again, limp on her neck as she thought about this. The changeling was right. This was exactly what she had been thinking. Here she was again, doing something stupid because of her pride. Her wings ached. Her throat was dry. Even her eyes itched under the horrible blindfold she wore. This was stupid. She was being stupid. Dash raised her head and pointed it at where she thought the changeling was sitting. She could at least pretend to look her in the eye.

"Water... me..."

"You have to ask me, not tell me, remember?"

"Please.. water.. Please..." Dash was getting desperate. She felt like she was really going to die now that her thoughts were returning to her thirst.

"Good enough. Here we go. Remember the deal, no biting, or I'm going to punish you worse." Dash didn't think this could get any worse. She was humiliated and begging for her life. Begging to get a mouthful of water from a changeling. Worse? Dash didn't bother to think about it.

She felt something wet against her lips, and Dash opened her mouth. She felt lips press inside her mouth, and part open releasing a flow of warm life saving fluid that filled her mouth. Some leaked out her lips, and she managed to get some down her throat. It was like the liquid gift of the gods, an ambrosia to her parched tissue. Everywhere it touched it soothed and relaxed. And all too soon, the gift giving lips pulled out of her own.

"You didn't keep much down. Want another?"

"Yes..."

"I have an idea. Just go with it." She sounded gentle.

This time she heard the gentle flap of wings after a greedy slurp as the creature climbed above her. She felt it's hooves take her head and tilt it back, and then felt the wet delicious flesh once more, this time pouring its gift down her throat. It's tongue wandered a moment after, lingering, tasting her dried flesh. Then the creature broke the kiss and floated gently to the ground.

"Was that better?"

"Yes.." Why did it keep talking? Dash needed water. "Please... more..."

"Sure. Keep asking, and I'll keep giving. That's all you had to do Rainbow. Just ask."

Dash felt her mouth being invaded once more, and this time she tried to seal her lips around it, keeping the precious draught of water in her mouth as she greedily gulped. Once again, the changelings tongue wandered around, testing the firmness of her flesh. Then the changeling pulled back, breaking their union.

"Please..."

Wordlessly, the changeling complied, bringing another heavy mouth of water to Dash's. Another desperate gulp, a few moments of a lingering kiss and a wandering tongue, and then,"Please... more." The cycle repeated. Three, four, more times. Dash and the changeling both lost count, each too lost in the act itself to bother counting. Eventually, Dash didn't ask and the changeling stopped. The air was filled with heavy breathing as Dash's body got to work converting water into life.

"That wasn't so bad now, was it?"

"No..."

"I enjoyed it too. But the important thing is that you learned something. Can you tell me what it was?"

What did that stupid changeling want now? Did she want Dash to tell her how pathetic she was? To tell her that she needed water like any other normal living thing? That the changeling could tongue Dash up and she wouldn't resist? Dash decided it was safer to not answer.

"I'll help. You need to ask me if you need anything. I'll help if I think it's O.K. I honestly don't want you to get hurt if we can avoid it. You almost died out of stupid pride. Please don't do that, nopony wants that. Not me, not you, and not your friends."

"Yeah. Sure. Don't die. Got it." Rainbow Dash felt herself get embarrassed. She was being such an idiot. Suddenly she felt her doppelganger raise up and press up against her body, wrapping its arms around her. It pulled her into a hug and rested it's head on her shoulder.

"What else do you need, Rainbow Dash? You have been a good filly today. You've earned something. Do you want me to stretch your wings again?" Rainbow heard the thing talk in a soft low version of her voice, as though she was offering something completely different than a wing stretch. The changeling idly ran it's hoof up and down her back, helping to keep it balanced in this strange position. Rainbow couldn't even feel her wings anymore, but she felt her body temperature rise. She should get this thing off of her. Now.

"Yeah... my wings. Lets stretch em."

"Don't you remember? You have to ask!" The changeling giggled on her shoulder.

"Oh.. Please help me stretch my wings?" Rainbow asked with a hint of confusion.

The weight and heat lifted off of Dash's tired body as the changeling picked itself off of her and walked around to her back. Dash didn't bother following her with her head, she knew what was going to happen. She felt the changeling run its hoof up and down the glue that held her wings shut, and slowly her wings fell apart, one drifting to each side of her body. She gave them an experimental flap. Nothing.

"Hey... I can't move my wings. That's a bad sign." Rainbow stayed strangely calm. She figured she was just out of emotion. Losing her wings should be more stressful. Now, however, she was cool. Calm, collected, all together. After being humiliated, violated, and broken down completely, she was cool. How odd.

"I still feel some life in them. I'm going to massage them and see if I can get the blood pumping."

"Sure. Whatever." Rainbow pondered life without wings. No more races, no more clouds, no more stunts. That sounded terrible. Of course that's what her life looked like now, stuck as a prisoner to this control freak of a changeling. Maybe that was why she wasn't panicking. Maybe it was just too big a shock for her to process. That was probably it. She had heard of that before, big shocks like that just getting no emotional response. That was probably what was happening.

The changeling put one hoof at the base of each of her wings, and then stretched up. Rainbow Dash felt her wings light on fire. The pain was excruciating. She grit her teeth and screamed through her closed mouth.

"I'm guessing that worked. This might take a while. Please try to bear it."

Rainbow Dash only mumbled through her still clenched mouth. "Mhm"

The hot, burning sensation that followed in the wake of the changelings hooves turned into a warm tingly feeling. The hooves moved in circles and occasionally traced paths leaving first a burning pain, and then a warm pleasant relief. Rainbow felt her eyes began to sweat. No. She wasn't going to lie to herself. She was crying. This hurt. A particularly heavy section on her left wing got feeling back with the same rolling pain that covered the rest of her wing, and she was immediately gifted with a euphoric feeling as the pain melted away.

With the pain, came pleasure. Every part of her wing felt warm and tingly now, and those hooves were working there way into knotted muscles and tangled nerves. The changeling pushed deep, feeling her way around and through Rainbow Dash's tissue. That was amazing. Rainbow's muffled grunts turned into relaxed moans as knot after knot of tangled flesh was oh so carefully released.

"Tell me Rainbow, does it feel good?"

Rainbow bit her lip, and kept silent. She didn't want her wings to be tied back up. Not again. Not after this.

"You've been so good today, don't blow it now... Just tell me." The changeling had raised its body to whisper in her ear again, and its hooves were still pushing down on her wings, working new, previously unnoticed unnoticed muscles in an amazing dance of discovery and release.

Buck it. She did not want to be tied up. Not now. "Yesss..." Rainbow pushed out the traitorous word through clenched teeth, and felt the changeling alter the tempo. She felt the changeling let go of her wings and raise her hooves up to Rainbow's own, mirroring her strange X pose and pushing her body tightly against Rainbow's back. She felt the binds holding her hooves straight up in the air relax, and the changeling slowly lowered Rainbow's exhausted body to a more natural pose. Rainbow felt muscles and tendons bend, maybe something popped. It all felt so good, so wonderful. Her blood flow began to return to her whole body and she moaned something incomprehensible in relief."MmheOhhmmmoo...."

"Such a good filly. You get a reward. Isn't this nice? Standing like a normal pony again? It's been over a day for you tied up like that." The Changeling was squirming on her back, it's warm heavy weight almost comforting. It pulled soft strokes across her body, a gentle reprieve from the nightmare she'd been having. Rainbow rolled her muscles and stretched them, pushing and pulling, dipping and bobbing.

"Oh yes.. This is so much better." Horsefeathers. Did she just say that out loud?

"You really are a good filly. I'll tell you what. I'm not going to cut this web from you, not yet, but I can make it relax, and give you a chance to relax as well. How does that sound?" The changeling ran her hoof across Rainbow Dash's underbelly. Weird, but not out of character for the crazy changeling.

Rainbow dash didn't have to think too hard. This was one step closer to being free! "Good... Real good."

The changeling began to nibble her ear. Rainbow flicked it in annoyance. Another nibble. Another flick. Dash suddenly realized what this looked like. Here she was, groaning and stretching, while the changeling was riding her back and using its mouth to play with her ear. Rainbow tensed up, and stopped stretching. "Are we done already? I thought you might want to enjoy this for a little longer. I'm certainly enjoying it." Rainbow felt the changeling gently blow hot air into her ear.

"Umm.. Hey. This is great and all, but your kind of freaking me out. It's like your mounting me or something weird." Might as well be honest about this. She seemed to appreciate that and it would be the easiest way to address it.

"Rainbow Dash, that is because I am mounting you." The changeling thrust her hips against Dash's tail. Dash quickly tucked her tail in tightly, but otherwise stayed rigid. "And I'm going to let you in on a secret." Dash felt the changeling give a more gentle thrust, this time softly rubbing her underside against Dash's flank. "One of these days, I'm going to look over at those guards and I'm going to mimic one while we are like this, with me on you." Another soft, pointless thrust. "And then I am going to buck your flank harder than it's ever been."Thrust. "...And the best part, Rainbow Dash?" Rainbow felt her push again, this time feeling something warm and sticky dribbling down her leg. The changeling relaxed, melting into her back. "The best part is that you are going to let me."

Had she just been raped? The changeling was obviously done with it's fun, it had settled into her back, relaxing once again. Rainbow stood stock still, processing what had just transpired. The changeling had saved her wings. Then she helped stretch them. Then she let Rainbow down. Rainbow had stretched, while the changeling had been fantasizing about her on her back. And the changeling came while explaining her fantasy to Rainbow out loud. Rainbow didn't feel like she was physically raped, more like the changeling had masturbated... while on her. She felt a little humiliated if anything. Freaky weird crazy changeling.

Rainbow had been with another mare or two before. That prospect wasn't new to her. Heck, she might even prefer that. But changelings were weird. And she was finding them weirder every second. She had to get out of here. She had to save her friends. This was quickly getting out of hoof.

"Let's take a nap, Rainbow. I don't think you slept last night at all, and I had a difficult time watching you slowly dehydrate. I am tired now, and you need rest. This is a good opportunity for us to do so." The changeling yawned into Rainbow's mane, talking as if she didn't just inform Rainbow of her plans to "Buck her harder than ever" while grinding against Rainbow's flank.

Rainbows brain was overworked and under nourished, starved of food, water, sleep and sanity. The changelings advice could at least get one of these out of the way. She slowly lowered herself to the ground, her aching muscles groaning in protest. She put her head down on her hooves only to black out in moments.


A growling stomach woke Rainbow up, the hunger filling her body where there once was nothing. She opened her eyes to find herself on the floor with something on her back. She opened her eyes again. Her location hadn't changed, but she still couldn't see. It felt like a pony on her back. Maybe the pony turned out the lights. "Hey..." She started as her memories returned.

"Good morning." The voice sounded different. It no longer sounded like her own. The body on her felt firm, as though instead of having fur on skin it was fur on something... stiffer. A yawn came from the creature. "My you are a heavy sleeper. You've been asleep for a long time. I'm afraid you have to go back to your "position" now, though. You make such a wonderful pillow." Dash panicked. She wasn't ready to get strung up again, she just woke up!

"Hey! Can I take some time to stretch out first? I just woke up..." Dash felt her hooves being slowly pulled back up into that unnatural position.

"No can do. I have plans for today, and you need to be up for them."

Dash really didn't want to go back to feeling trapped like that again. She just woke up! She liked being able to move. She felt a familiar pressure in her lower abdomen. Maybe she could bargain? "What if... What if I do something... for you?" Dash felt her body heat up at the thought, and she closed her eyes tightly under the blindfold. Her hooves stopped raising up, and the changeling let out a soft sigh in her ear.

"What exactly do you have in mind?"

Dash was feeling strange. Was she really going to do this? Trade a little of her pride for some physical freedom? She thought about her numb wings and numb emotions from yesterday. Yeah. She was. It was too important that she not end up like that, some emotionless train wreck that couldn't fly. She had to save her friends, and that meant doing everything she could to keep her wings and mind working properly. Even if it was embarrassing. "I'll... pee in the bucket."

The changeling giggled in her ear. "Rainbow dash, you are already going to pee in that bucket. I said you would. You have to give me something new."

"I'll do it... right now. No waiting, no weird games. I'll just lift my tail and squat. You can even stay on top of me if you want." Rainbow hoped she would agree. Having the changeling take something on Rainbow's terms would be a nice change of pace, even if it was something weird and embarrassing.

"Mmmm... This is a little thing you are giving me, so I'll have to give you something small in return... Deal! But I'm still going to tighten your bindings back up after a while, I'll just give you some more time to stretch yourself out before we begin for today." Rainbow Dash heard the bucket slide underneath her guided by magic. The changeling cooed, "I'm ready when you are, hot shot."

Dash snorted. Freaky changeling. She lifted her tail out of the way, and lowered the back half of her body partway down. "You're really going to do it, you dirty pegasus. Your really going to relieve yourself in a bucket, not only while I'm watching, but while I'm riding you? And you even asked! I didn't even tell you to ask for this one. You ponies are so strange..." Dash tried to ignore the changelings rambling, but on some level she realized the changeling was right. She had asked for this.

Dash took a deep breath, and relaxed. That pressure in her lower abdomen slowly began to move, and she felt the hot wet liquid come pouring out of her. She could feel the wave of relief wash over her as the pain went away. The changeling had wrapped it's hooves tightly around her and was pushing its body firmly into hers, pushing the warm and soft flesh of its underbelly all up Rainbows back. It started to gently rock back and forth. Rainbow blushed and kept the warm stream flowing out of her. The release did feel pretty good. She was surprised at how easy this actually was, how disturbingly natural it felt. Dash felt the changeling on her back grow warm, and she simply waited.

Dash waited for her bladder to finish emptying. She waited for the shame of what she was doing to catch up to her. She waited for the changeling to finish having fun on her again. She waited for a chance to escape, a chance to see her friends. She waited, and two of her hopes were realized as the changeling tightened it's grip on her and squeezed the last few drops of warm fluid out of her abdomen with its convulsion. She felt the changeling relax, it's breath slowing and letting its hooves fall freely and dangle at Dash's sides. The changeling slowly slid itself off her back. Dash tried to ignore the warm dribble that oozed around her tail, and into the valley beneath.

"So was that good? Can I stretch now?" Dash felt hopeful. The changeling obviously enjoyed Dash's little display, and it had promised she would get some time.

"Oh that was very good. It was delightful! Of course you can stretch. I'll just take this bucket and dump it out. Then I'll go and get some food for you, you sounded hungry this morning. Do you mind if I leave you alone for a while? If you pull on the webbing too hard, it will snap back into place. Be careful." Dash heard the changeling pick up the bucket and begin walking towards the bathroom. Success! She was awesome! Now she just had to wait for the changeling to leave so she could escape.

Dash began her morning exercises, all the while patiently waiting for her crazy captor to leave. First she flared her wings, then she touched her hooves together. Next was some very slow jumping jacks, she was being careful to not pull too hard. She heard the changeling dumping her waste into the bathroom. Dash tried some very easy hovering, giving her wings a real flap. She was rewarded by a gentle gust of wind and the feeling of the ground leaving her hooves. Slowly raising in the air, Dash listened. She heard the changeling walk to the door, and then step through, shutting it.

Dash wasted no time. As soon as the door shut, she dropped to the ground to make ready her escape. Only to find that she had completely misjudged the distance to the ground. The ground didn't come when she expected it, it actually came a moment after. She must have hovered higher than she thought and with no vision to correct her descent, she ended up nose first in the hard cold floor. Dash groaned. That hurt.

The first thing she had to do was get the stupid blindfold off her. She tried prying it with her hooves and licking it with her tongue. Next she tried dipping her head in the bucket of water she found nearby. All that did was get her wet. It looked like she couldn't get it off herself. That meant she had to get the changeling to take it off. The changeling had put it on so that Rainbow would have to trust her with everything and the only way the changeling would take it off would be after all the trust games were over. She wasn't going to get the blindfold off until she trusted the changeling, and the changeling trusted her. Or until the changeling thought she trusted it and it trusted her.

What would she have to do to get the changeling to trust her? Dash tried to pool her information on the changeling. It seemed to be taking care of her in its own strange way. It had been pretty protective of its friend the other day. It could talk to its queen, and its Queen even seemed to trust it. It had done some bad things to her, but it never actually hurt her. She had beaten it up. It was a complete and total freak, getting off on weird things. It had not lied to her yet. And it wasn't shy at all.

Dash let out a mental groan as she realized that gaining the changelings trust was likely to be humiliating. She would have to do weird things again, probably a lot more of them. She would have to pretend to be nice to other changelings. She might even have to pretend to be nice to The Queen. But she wasn't going to give up. Dash steeled herself and rallied her thoughts. She was Rainbow Dash! Element of Loyalty and friend to anypony that needed her. And right now her friends needed her. She had to do this, not for herself, but for them.

Her mind quickly drifted to the changelings verbal fantasizing from yesterday. She could do that. She didn't want to, but she could do anything to save her friends. Even let a changeling buck her flank. Rainbow felt her determination falter for just a second. This was going to be a rough day.


The changeling came back to the room as Rainbow was trying to use the water left in the bucket to wash herself down. Rainbow wasn't prissy by any means, but spending all day covered in dry sweat and changeling spunk didn't appeal to her. Right now she was somewhere between wet changeling spunk, and no changeling spunk.

"Naughty girl. Were you helping yourself to water while I was gone? Trying to avoid our little kisses?" The changeling set something down and sweetly accused Dash of what she would no doubt call cheating.

"Actually, I'm not." Dash sounded surprised with this statement. "I just wanted to wash myself down. I was feeling gross after being covered in dry sweat and stuff all night. Ponies don't like that." Dash went back to rubbing the water over her, trying to get herself clean. She stopped and considered something. Then felt her face flush. "And.. Umm. I am thirsty, so when you bind me back up, can you... water me?" Dash turned her face away to hide her blush, pretending to focus her nonexistent gaze on the task at hand.

The changeling walked noiselessly up to her and Dash continued to wash herself, feeling her face grow even hotter as the changeling quietly stood next to her. A soft voice broke the silence."I would love to."

Dash finished up her cleaning, feeling much better about herself. It's amazing how much cleaning your body helps clean your soul. Still, she was just about to get them both dirty again. She turned to the changeling who had tacitly watched her clean. "I think I'm done, if you're ready."

"Almost. I was just thinking... I was going to save this for later, but I think you should get it now. I have a gift for you, from one of your friends."

"A gift? What is it? Who is it from? Are they OK?" Rainbow was excited. One of her friends had sent her a gift! That meant at least one pony was doing O.K. Possibly good. Everything she was about to do was suddenly worth it. She could go through anything if it meant seeing her friends again.

"I met her caretaker while I was gathering food for you. Apparently your friend had made one for each of you and convinced her caretaker to pass them out."

"Who was it?" Rainbow could hardly contain herself, she was giddy with excitement.

"I don't know the names of your friends, but her caretaker assured me that the gift would speak for itself. Now are you ready for it?"

"Oh my Gosh! Yes!" Who was it? What was it?

"Good, now hold still, you silly filly, and open your mouth. It's an edible."

Rainbow Dash stopped jumping around and felt something levitate into her open mouth. She kept her mouth open, unsure of what to do. Should she just eat whatever this is? What if it was meant to be seen? What if it had a secret message written on top of it. Could she save it for later somehow?

"You can eat it now. You don't have to wait for me to tell you."

The changeling was still watching her, so Rainbow did what she was expected to do. Closing her mouth, she quickly explored the object. The bottom tasted like... paper. The top was mushy. Rainbow flipped it over so she could taste the other side. She was assaulted by a blast of flavor that ran through her brain. She knew what this was. It was a "Double Berry Bubble Explosion." It was from Pinkie. Pinks. Leave it to Pinkie to convince a changeling to pass out cupcakes. A changeling who didn't even know to pull the paper wrapper off the bottom.

Rainbow felt a warm stream run down her cheek from under her blindfold. Pinkie was O.K. She was doing good. She was cooking cupcakes. Her friend was safe, and knowing Pinkie, probably happy right now. She just had wanted to share that happiness. And she had. Dash didn't want to chew the cupcake, letting it get soggy in her mouth. She just stood there crying, letting the emotion roll over her. Pinkie was coping somehow. And so would Dash.

"That is... wow.. I'm... You really love your friends, don't you?" The changeling sounded as though it was struggling to catch its breath.

"Mhhmm," Dash weakly sniffled an affirmation from under her mushy cupcake.

Dash felt the changeling put a hoof over her and lean in close. "They're all fine you know. All of them are safe right now. And they all love and miss you."

Dash was having a hard time crying over her cupcake as it dissolved in her mouth. The changeling wasn't lying. Dash knew that.

"There, there. You can take a little more time to finish that, but we have some trust to build." The changeling left her standing and went over to the room door to whisper to her guards. Dash didn't listen to what they said, but the door opened and she heard ponies walk out. Then the door shut. Something walked toward her and it sounded like the changeling.

"I sent them outside. I don't think that you'll hurt me anymore. I've built up enough trust in you for that." Dash felt the changeling wrap its hooves around her, pulling her into a hug. Dash slowly let her own hooves drift around the creature holding her. The cupcake was slowly dissolving into a mushy piece of paper, but she wasn't done crying yet. Dash cried into the changeling, not bothering to hide her emotions, holding it like it was Pinkie Pie. "Shh... It's gonna be okay. Everything is going to be fine. I promise." The changeling gently stroked Dash's back and comforted her.

Dash's sobs soon fell to inaudible whimpers and her tears were drying. She still held tightly on to the changeling, pretending it was her bubbly pink friend, feeling the comforting hooves holding her back. "Are we feeling a little better now?"

"Yeah..."

"Good. It's time to start. Just be good today and I'll try to get you another surprise tomorrow, OK?"

"Sure."

Dash felt the limp webbing begin to pull her legs apart, and the weak gum in her wings filled with strength to pull them together. She tried to hold on to the changeling while this was happening, but her upper body was pulled up in to that awkward position she held for most of yesterday. Dash blinked her eyes dry, and swallowed her paper mush. She needed to think clearly. It was time to gain the changelings trust.

Once again, Dash was bound and blind. Unable to move or do anything without the changelings help. So she asked for it. "I'm kind of thirsty, and my throat is sore. Could I get some water, please?" Dash wasn't even embarrassed anymore. She knew what she needed to do, she had thought this through. She needed to survive and save her friends. But first she needed water.

The changeling instantly complied, bringing a mouthful of warm liquid up for her to drink. Dash let the changeling's careful mouth enter her own, and cautiously used her tongue to guide the water down her throat. The changeling let her tongue wander Dash's mouth and prodded Dash's tongue with her own. This felt different from yesterday. Dash wasn't dying of dehydration this time and her mouth was able to taste and feel the changelings wandering tongue. As the changeling pulled her mouth away, Dash's tongue gave a curious flick to its lips. It didn't taste too different from her own mouth, but the firmness was different. The changeling felt more solid, less fleshy.

"That was interesting... Do you want some more water?"

"Yes." Dash was still thirsty, only drinking once yesterday had left her feeling quite dry.

Another warm mouthful of water pressed its way inside her mouth, and this time Dash sealed her lips around the invading mouth, trapping the water in hers. Dash's lips held firmly with the changelings, letting the water flow from one to the other. Dash's tongue once again found itself pushing forward, tasting the curious creature. The changelings tongue slid up and down her own length, leaving a sweet slimy coating this time. The changeling pulled its tongue back into its mouth and pulled away, Dash's lips still sealing. There was a wet slurping sound as they separated.

Dash's breathing was picking up, and the changeling seemed pensive as well. "Do you... Do you want another?"

"Yes... please." Dash's quiet response betrayed her confusion. Her breathing was really heavy now, she would have to gulp some air down before her... drink.

Dash felt the smooth, firm lips press against hers and she locked with them. The changelings tongue slipped from within and began to dance with her tongue, this time leaving a thick slimy trail in her mouth. The thick goo tasted sweet, like honey. Dash felt the changeling pull and push with her muscles. The changeling shared a hot moist breath with Dash, and she felt it run down into her lungs, spreading heat through her body. Dash's wings pulled tightly at their bindings, moving with no command from her. The strong muscles pulling against the taught bindings felt almost good, like a burn after a workout. Dash heard herself moan into the changelings mouth.

The changeling pulled gently away, leaving a trail of sticky sweet saliva connecting them, like the binding web holding Dash in place. Dash breathed heavily, feeling the heat in her body and her straining wings. "There... wasn't any... water that time..."

"I know. Do you want another?"

"...Yeah..." She was doing this. She wanted it, and she wasn't going to lie. The changeling could feel it. She could feel it. She was supposed to ask for what she wanted, and right now that was this. This kiss. Dash's wings tried to flap involuntarily. She tried to pull her hooves down and felt the same delicious burn up and down her body.

This time, the changeling pressed her body up against Dash. Her hooves ran down Dash's back and began to massage her wings, pushing a warm tingly feeling through her veins. Dash felt the changelings face get close to hers, and Dash pushed her mouth forward, opening the changelings mouth with her own. Her tongue invaded the creatures mouth and she felt around it, pressing against a sharp tooth. The changelings mouth was strange, some parts were soft and squishy some parts were warm and firm. She pressed her tongue into a particularly warm spot in its mouth and was rewarded with a soft moan and some sticky honey. Dash felt her heart beating in her chest, trying desperately to escape.

The changeling's tongue returned the favor and ran itself along the back of her throat, pressing gently against the soft roof of her mouth. Dash felt the changeling let its hooves drift lower down her back, starting to rub large firm circles around her cutie mark. Dash raised her tail in response, sucking on the changelings tongue. The Changeling pulled herself away at this, dragging her hoof up dash's soft underbelly as she pulled away from the kiss. Dash pushed her head forward, trying to make the kiss last longer. She felt her body shudder as the gentle hoof reached her neck, and then pulled away.

"There's something I want to try with you now. I'm going to take that little offer you just gave me."

Dash wondered what was going to happen to her now. She had asked for it again, maybe not verbally, but definitely physically. She wasn't scared, the changeling wasn't going to hurt her. If anything, she was excited. Her breathing picked up as she thought about what the changeling was going to do to her. She couldn't avoid it, she couldn't run, she couldn't fight. She didn't want to anyways. A small shudder of pleasure ran down her spine as she realized what was going to happen to her.

This was going to be like when she peed in the bucket. Except she wasn't going to pee. Dash felt that shudder of pleasure run through her again. The changeling was going to watch her, coax her along until it happened. And she was probably going to do it as well. Dash helplessly strained against her bindings, feeling that warm toxic burn throughout her body. She lifted her tail higher, straining to raise it as much as she could.

A cool smooth object was gently pressed into her stomach. The changeling leaned in to whisper to her. "Do you feel that? It reacts to magic. Isn't it nice?" At that, the smooth object began to buzz like a small insect, vibrating rapidly back and forth. Dash's body gave a small quake of pleasure. "You know where it's going to go, don't you?" The changeling didn't wait for her to reply, it only leaned in close to fill her mouth with it's delicious tongue once more.

Dash's body responded with a twinge of pleasure as the object slowly climbed down her stomach. It traced the same path down that the hoof had taken earlier. The strange vibrating object diverted from its course to linger over one of her nipples. The object pressed firmly into her delicate flesh, and dash groaned around the changelings tongue. The object left her now tingling and throbbing nipple alone, and slid down lower. It slowly moved between her spread legs and into her dream valley. Dash let out a held breath.

The changeling pulled away, once again leaving Dash's mouth open and gasping for more. Dash squirmed in her bindings, feeling the wonderful burn. This time the changeling held one hoof under Dash's face to keep it steady. "I'm going to watch you cum now, Rainbow Dash." Dash felt the same familiar shudder of pleasure run through her. It was going to happen. The changeling didn't lie.

Dash felt the slowly warming object pressed against her delicate folds begin to push slowly into her ready body. Her mouth stayed open as she let the object in, sending quivering flickers of pleasure through her body. Dash relaxed as her body spread wide, her wet lips parted for it and her insides opened for it. Her tongue hung out of her still open mouth, completely forgotten as her focus shifted to the strange invader.

It buzzed and gyrated inside her, sending strange new sensations throughout her body. This was nothing like what she had done before. She had been with a mare before, she had been with a stallion before, but this was something else entirely. She shut her eyes tight against the blindfold as a wave of erotic pleasure rocked her body. Her wings felt on fire, burning and screaming with a mixed sensation of pain and that amazingly toxic burn. Her legs strained to hold her weight, while at the same time being pulled so tight she couldn't move them. Her joints ached, her lungs burned, and her mind was wracked in ecstasy and confusion. This wasn't sex. What the buck was this?

Dash opened her eyes, unable to see and unable to care. She breathed out, deep. Her wings pulled tight against the bindings that held them and her mouth opened wide in a noiseless scream. All her muscles convulsed and her tongue curled into her open mouth. Her mind had shut off, overloaded in ecstasy and pain, and her body quivered, lurching forward and pulling back. She convulsed a few times, and then collapsed in her bindings finally able to pull in a sweet breath.

The changeling pulled it's hoof away and Rainbow's head dropped. She couldn't lift her head and her mouth was too dry to talk. So she lay there breathing heavily, feeling her body. It felt so good. Right now she felt so amazing. Everything hurt, everything was sore like she had just had the most amazing workout ever. She felt like she had just joined the Wonderbolts and won every race imaginable at the same time. She heard a wet, slick noise as something fell out of her and thunked on the floor.

The changeling lifted her head once more and pulled her into a deep kiss. Rainbow weakly tried to return it, but only managed to steal some breath from the creature as it deliberately licked the inside of her mouth. After a few moments of shared breath and gentle tonguing, the changeling left Rainbow's mouth.

The changelings voice was gentle and soothing. "Oh you were a good filly. Such a good, graceful, beautiful, wonderful filly. You get a reward for that. You get a big one. But first, you need to drink and eat..."

Dash's mind was slowly coming to, and her breathing was beginning to slow. She readied her mouth for the changelings gift.


Twilight Sparkle waited nervously outside the guarded door. Was this going to work? She had discovered some interesting things in Princess Luna's mind. It was odd, the Goddess didn't resist her at all, unlike Queen Chrysalis. She hadn't tried Celestia yet, something deep within her told her not to, and she obeyed. Fluttershy had agreed to it, she just needed to get the rest of her friends in on it. Sure, Fluttershy was a little upset with her, but she understood what was happening. What had happened. And Twilight had explained what needed to be done. Fluttershy had eventually forgiven her after she brought angel for the poor pony.

Supposedly it was fine for her to visit Rainbow now, and Twilight was excited. Would Rainbow be O.K.? Had her caretaker been messing with her mind? Or had she tried a more natural approach? Twilight had requested that her friends minds be mostly intact. They were still her friends. Hopefully.

The door opened, and a changeling stepped out and closed it behind her. It was disguised as one of the guards, but it wasn't a soldier... Twilight saw a limp shaft dangling beneath it and noticed its body was covered in sweat. It noticed her gaze and burned back into a changeling, clearly a worker. "She's ready, Ma'am. But please be gentle with her, she is in a delicate state."

Twilight eyed the changeling suspiciously. Something was wrong. "How can you talk to me like that when your not a pony?" She sent a mental command "Sit." The changeling promptly sat.

"I'm sorry. I was just used to doing that with her. I'm a failure. Didn't the Queen explain, Ma'am?"

"No, do so now." Twilight was curious.

"She attempted to raise me from a worker to a proto-queen, like you, Ma'am. It failed. I survived, but was changed. I can talk like you or The Queen, and I can perform on my own. I can act independently without the knowledge of the hive. There were other changes involving my reproductive drive."

"Can you disobey me?"

"Yes, Ma'am. If I think it's for the good of the hive."

"Can you disobey the Queen?"

"Yes Ma'am, but only for the same reasons. Just like you can."

Twilight paused and gave this new child some thought. "How many are like you?"

"There are a few of us. I'm not sure exactly how many Ma'am. Most died when Queen Chrysalis attempted to raise them. I know at least one other is a caretaker, for the baker. There may be others."

"I see. I'm going to talk to Rainbow in private. Wait for me to exit before you enter." Twilight had to be careful about these new children. If she handled them correctly they could be a boon. If she handled them poorly, they could be her downfall. For now, they needed to be kept out of her plan.

"Yes Ma'am. Oh. And please keep her eyes sealed, it's part of her... training."

"Of course." Twilight finished her conversation and opened the door to go see her dear friend.


Rainbow Dash was exhausted. Her heart was still beating rapidly and her body was still hot. The changeling had been gentle this last time, but it was later in the day and this had been her first chance to rest. She idly swished her tail, trying to let her hot, aching nethers cool down and relax. She snorted in amusement at the thought of what she had done today. After yesterday, the changeling hadn't held anything back. It was one "exercise" after another with short sweet breaks in between.

She must look terrible, lying down covered in sweat and smelling of sex. She felt her wings spread at the image she built in her head. She didn't fight the arousal anymore, it was part of life. Every time it had started she told herself that she was doing it for her friends, that she could take anything for them. She was just doing this to survive, to escape and bring them with her. And every time she found herself lost in the act, forgetting exactly why she was doing it and simply begging for more.

The changeling was insatiable. It always wanted more and would always give Dash what she asked for once Dash began to lose herself. It was treating her like some kind of toy or plaything, all the while constantly doting over her. What was happening to her? Dash still wanted to escape, she still hated the Queen, but... She didn't hate this changeling. Yeah, it was weird. It hurt her and abused her. But it also made her feel amazing. It did things to her that she had never considered, and after every time it would stroke her and comfort her like some kind of pet. It cared for her, more than just physically. And Dash... she cared for it too.

But she still had to save her friends. It didn't matter how she felt about the changeling. Dash laid her head down on her hooves, feeling her wet sticky thighs cooling from an unseen breeze. She relaxed her aching thighs and let the cool tingling sensation wash over her. She was dirty right now, body and mind. She was tainted in some way. But she was still Rainbow Dash, and her friends needed her. And no matter how she felt about the changeling, it was still her enemy and captor.

Rainbow worked up her resolve. It was okay to lose herself every now and again, she just had to remember who and what she was. The door opened, distracting her from her thoughts. She heard a pony moving towards her, the gait different from the changeling captor. Rainbow kept her tired head in her hooves as the strange pony approached, and then softly laid down next to her. She smelled something she recognized...

"Are you okay, Rainbow?"

"Twi... Twilight?" Rainbow weakly lifted her head, and pushed her snout into the pony next to her, taking a deep breath of her friend.

"Yeah. It's me." Rainbow felt and heard Twilight sigh. "Are you doing okay? You look a little rough. I was worried when you didn't respond to me approaching."

Rainbow blushed, realizing what she looked like and smelled like, laying on the ground wings half out and covered in... well, being dirty. "I've... They..." What kind of excuse would work? Wait... She wouldn't lie to the changeling, she was not going to lie to her friend! Twilight would understand. "I've been kept busy... The changeling... is training me."

Rainbow felt Twilight push Rainbow's snout out of her mane. And then Twilight brought her own head up and began to ever so carefully take Rainbows tattered mane in her mouth, and groom it. "Twilight, don't... I'm dirty... don't touch me like that." Rainbow was ashamed. Her friend was cleaning her up, pulling sweat and spit and Celestia knows what else out of her mane. Twilight pulled away.

"Rainbow it's okay. I'm dirty too right now. Didn't you wonder why they let me in here by myself? Why there are no guards or even your caretaker?"

Rainbow felt her eyes water and she lowered her head back into her hooves. Twilight was her friend. She had to help her. Rainbow had to know. "What happened? I saw the queen doing things to you, Twilight. I tried to save you. I tried so hard, but I couldn't stop her. I couldn't even get to her. What did she do to you?"

Twilight's response came slowly, carefully. "Queen Chrysalis used magic. She took all of my love and devotion for Celestia and used it to pull out a piece of my soul, a piece of what made me a pony. She replaced it with a small piece of her own. I belong to her and the Hive now. She broke me, and then put me back together."

Rainbow was quiet for a while, and her voice was barely audible when it came. "Did it... Hurt?"

"No. It felt amazing. It felt wonderful." Twilight's voice was wistful, as if remembering something fondly.

"So.. your my enemy now?" Rainbow didn't like this train of thought.

"Not anymore than your caretaker is. I still love you. I still love all my friends. I want you and everypony else to be happy. I just have different life goals now. And a vastly different biology. Speaking of which, I need to go stand away from you for a while. I'm reacting to you in a way neither of us want to experience right now."

Rainbow felt Twilight get to up on her hooves and take a few steps back, leaving her alone on the floor once again. Twilight was loyal to the Queen? The same one that did all those horrible things to her? And what did she mean different biology? "Twilight, what did you mean about having a different biology? And how are you reacting to me?"

"Well... She turned me into a changeling. And changelings are weird about love. And I could feel you loving me. I might have attempted to get physically intimate with you. And right now, it doesn't look like you could resist me. So it's safer if I stay over here, where I wont... take advantage of your feelings."

"But we can change you back right? Just have to peel the part of you that the Queen put in back out, and put the old part back in, right?" Rainbow wasn't happy with what she had heard. She didn't know much about magic and souls and stuff, but there had to be a way to fix Twilight.

"It... doesn't work like that. A soul isn't like a patchwork quilt, where you can rip out a patch and put in another. It's more like a cup of water. She took a scoop of water out and poured in some syrup to replace it. If you took another scoop out, you would still have syrupy water. It's part of me now. You might be able to get it all out if you drained all the water out of the cup, but I don't want that. Then there would be nothing left of me." Twilight seemed thoughtful, considering this strange analogy to what had happened with her.

"So what... What do they want with me? Are they going to turn me into one, too?"

"No. I was the only one."

"But what about the rest of us? Why is she keeping us?"

"She wants the Elements of Harmony. She wants to use them herself."

"We can't let that happen Twilight!"

"Actually, Rainbow, I think we should."

Rainbow faltered. Twilight really had gone completely over to the other side. Her friend was a ... traitor? "Twilight?"

"Hear me out. The Elements restore balance, bring harmony. Hence their name. They worked on Princess Luna by purging the unbalanced portion of her power out. They sealed Discord because he is chaos incarnate, their natural enemy. The Queen could never use them to do harm, they can only do good. I tried to explain this to her, but she seriously believes they are some kind of super weapon. They aren't. They are a tool used to keep the universe in balance."

Rainbow processed this information. Twilight knew more about the Elements than any other mare alive, and if she really thought they couldn't do any harm, then Rainbow had to believe her. "But why give them to her?"

"Two reasons. The first reason I want to give them to her is because I love her, and she wants them. The second reason is that I have a plan. Something that could make everypony happy, changelings, ponies, and goddesses. I can't let anypony know the details just yet, but there is a way for us all to come out of this smiling. I just need your help, and the rest of our friends. And Spike. I really need to find him. Poor little guy is probably scared out of his mind right now."

"Will anypony get hurt?"

"Probably a little. I've been hurt already. I think you have been hurt a little. I know Fluttershy was, but she's doing better now. We'll probably all get hurt. But in the end, I think everypony will be fine. We'll all be a little different, but we'll be okay."

"What happened to Fluttershy?" Dash wasn't sure what she wanted to do. She trusted Twilight, but this sounded weird. And Fluttershy had already been hurt.

"Remember why I backed away from you? I discovered that when I was with Fluttershy. I took advantage of her, I used magic to make her relax. I didn't really have control over myself and she wouldn't let me get any space. She was... too worried about me." Twilight sounded sad at this.

Dash could see that. Twilight backing away, asking for space, Fluttershy concerned for her friends well being. Fluttershy would have pushed closer to make sure Twilight was okay. Twilight would have fought it. For a while. "But she's better now?"

Twilight sighed. "Yeah. It was awkward when she came to. I got her rabbit for her, Angel, and begged her to forgive me. She did, and she even agreed to help with my plan. We... might be a thing now, you know. I'm not exactly sure of the details, but she seems fine with it. I never wanted to hurt her. I'm sorry."

Twilight sounded like she was close to tears. What was happening to her friends? Dash squeezed herself in frustration, feeling the satisfying pressure across her muscles. At least she could do something to help Twilight. "So... for your plan to work... what do you need me to do?"

"I need you to... just give in. The changeling can feel you resist, she knows why your letting her do these things. She can feel your emotion. For this to work, for the Queen to think you're ready to use the Elements, you need to really give up."

Dash was shocked. "No! No way! I've been trying too hard to quit now! Do you know what it's like, feeling her use me like that? How hard I try every time? I'm doing it for you! All of you. I can feel myself losing it, getting closer every time. But I'm fighting it for you guys! I can't just give up! I let her shove her dick in my ass for you!" Dash was confused and angry. All this time fighting, and for what? To have Twilight come in and tell her to just give up?

"Dash please... I need your help."

"I'm sorry Twilight. I can't. It would be like betraying you. All of you. I need to remember who I'm doing this for and why. I just can't do that." Dash was angry and frustrated, and really didn't want to talk to Twilight any more right now. "Just go away Twilight. I can't do that. Not now."

"I'm sorry Rainbow. I love you..." Twilight slowly made her way to the door, her hooves dragging as she left.

"I love you too...."


The changeling came in a few minutes later, Dash recognized her steady clopping noise and didn't bother to get up. Her face was wet with tears, and her throat hurt from crying. She just wanted to forget the whole encounter. "I'm thirsty. I think I need a drink."

"I agree, however we need to talk first."

Of course Twilight would tell the changeling about their conversation. She was one of them now. Dash grew bitter at that thought. "I'd rather not talk. I'd rather be doing anything else."

The changeling quickly was in Dash's face, breathing warmly on her nose. "Anything at all?"

Dash's mind wandered over what the changeling would consider as anything, and gave a small shudder. "Yes. Anything."

The changeling grew still for a moment, as if considering the possibilities. Dash didn't care right now. She might even enjoy whatever happened. It would get her mind off of things.

"Then... Listen."

That sneaky, dirty changeling.

You might not know how things work here. In the Hive. I am a worker, or at least I was. It was my duty to feed the rest of the hive. I would collect food, and bring it back. Sometimes I would build things, move things, clean things. I had many jobs, but always I was part of the hive. I was obedient and simply did as I was ordered. I had no desire. My life was contentment. Then something happened.

The Queen tried to raise me, to turn me into her successor. I wasn't the first changeling she tried this on. She had been getting desperate, unable to gather enough energy to raise a sufficiently powerful unicorn into the position. Most died in the process, but a few, like me, survived. I failed to become a queen, but I was different afterwords.

I could think for myself in more ways. I wanted more things. I was still loyal, still mostly obedient, but I could disobey. I could be defiant! I could resist something if I didn't want to do it. At first I resisted gathering food, I was no longer a worker, why should I work? I was a better changeling now. But I began to realize I had no place anymore. I wasn't better. I wasn't part of the Hive anymore. I was a failure.

And so I gathered again, stealing love from ponies. I was more successful than a regular worker, being able to be more creative and occasionally dismissing my orders to follow my own leads. The Queen noticed my success and asked me how. I told her that I disobeyed, I did things my own way. And it worked. She took me in again, favored me once more. I became her personal servant, one she would ask advice of and give important tasks to. I was more happy.

But I still desired. I wanted to have children that would obey me, that I could love. I wanted something of mine, something that I could never have in the Hive. We all belong to the Queen. We all obey her. Especially me.

And then I was tasked with you. I was told to make you loyal. To befriend you. I was told that you were defiant, like me. That you were strong. And you are. And so I did it in my own way, seeing that the usual methods wouldn't work. I made you hurt, made you realize what it was like to be alone. To be close to death. And still you struggled, loving your friends all the more.

I grew attached to you, Rainbow. I love my hive and my queen. You love your friends and Twilight. But ultimately, we do things our own way you and I. I love you, and you love me. I can feel it in you, hidden underneath that frustration. It bubbles up when you let yourself go, and I feed off of you. You are delicious...

Rainbow was listening. She heard every word the changeling spoke, and didn't interrupt as the changeling paused.

"And so now here I am. I desire you. I want you. But I am still loyal to my hive, to my queen. And you desire me, but you are still loyal to your friends, to Twilight. We both fight ourselves and each other. We don't have to." The changeling slid next to Rainbow, occupying the spot that Twilight once held. Rainbow felt it put its head over her neck and rest itself there as it continued.

"You can still love them and me. I will still love you and my Hive. You don't have to give up on your friends, I never want you to. I just want you to accept me. Quit fighting me, accept that you enjoy and want my presence. I don't have anything else to call mine. Everything is the Queen's, or the Hive's." The changeling seemed sad. It started to groom her, pulling her dirty hear through it's teeth. She let it, it was just as dirty as she was.

Rainbow started to relax and think as the changeling continued its cleaning, cautiously using its lips to pull out grime and sweat from her mane. The changeling hadn't lied. She trusted it. So what did it want exactly? It sounded like it wanted to keep her like some sort of pet. She felt that shiver run through her again. Was that what it was talking about? Was that her desire?

"What would it be like? Could I see my friends? My family? Could I ever fly free?"

"Of course you would. Your friends are already becoming part of the hive, one by one. I would have no reason to hold you against your will if you wished to return. You could spend time with them playing, flying, doing whatever you needed to do. But you would have to come back. I'd want you back every night, here like this. And then you would be mine, and I would be yours. Just like this."

Rainbow quietly thought this over. She could be free again. Her friends would be free. Twilight had promised they would be happy. She just had to do her part, she just had to give in. She shivered again at the thought. She felt her wings start to rise. The changeling had started working it's grooming down her back, and was making its way towards her slightly extended wings.

It began to groom her wings, aligning the feathers with its mouth and cleaning out the ruffled, matted ones. She felt another shiver run through her. She wanted this right now, she was excited again. But she had to focus. What did she really want? She wanted her friends to be happy. She wanted to be happy. She wanted what Twilight wanted. And... she wanted what the changeling wanted. All her signs were pointing the same direction. All she had to do was follow them.

Rainbow forced her wings back in, closing them tightly to her body. The changeling lifted its head, startled from her unexpected movement.

"You... have to... tie me back up." Rainbow pleaded.

The changeling curiously moved it's head next to Dash's, and asked "Why?"

"Because if you don't... I might... I might do... this..." Rainbow felt her eyes start to stream tears as she leaned over and kissed the changeling. This was it. She pushed her mouth into the changelings tasting the sweet warm nectar within, and wrapped her forelegs around it. The changeling pushed back, returning her embrace with its hooves and tongue.

Rainbow pulled the changeling over on top of her as she rolled onto her back. Her wings spread wide and hard, keeping her from rolling too far. She felt the familiar warm weight of the changeling settle on her, and her tongue continued a well practiced dance, waltzing with it's partner. She gently pulled away from the kiss and caught her breath to speak.

"Do you promise everything will be okay? That we can all be happy?" Rainbow cried as she asked. She wasn't sure why she was sad.

"I promise I'll work to make that happen."

Of course. The changeling wouldn't lie to her. It couldn't know what would happen outside of this room. But still. She knew what she had to say. Feeling it's warm breath cascade down her face, cooling the stream of tears running from under her blindfold, she faced the changeling and didn't lie.

"I trust you."

"I trust you too."

The changeling lowered its head and licked her blindfold. She could feel and hear the warm sizzling as it melted, leaving a sticky stream running down her face. She squeezed her eyes shut, not ready for what was to come. Eyes still closed, she pulled the changeling back into a kiss as she started to slowly grind against it with her nethers. The changeling made a slow easy movement with its legs, pressing hers apart. Rainbow took a deep breath of the changelings air when it pressed their delicate parts together, milking her with its own strange organ.

She felt a shudder run through her. This was a more familiar experience. This wasn't the hot and crazy thing that possessed her before, when she had been tied up. This was sweet and gentle. They were making love. Rainbow pressed her hoof into the changelings back, helping it to keep a steady blissful pace. The changeling in turn put its hooves on her extended wings, caressing them against the floor. Rainbow moaned into it's mouth, returning its air.

They both pulled back for air, desperate for breath. Rainbow still kept her eyes tightly shut.

"I love you."

"I love you, too."

She dove back into her partner, ready to feel the changelings sweet kiss. The hooves on her wings stroked her, comforting her heart and body. She felt the changelings strange organ press into hers. It felt like a million tiny tongues flicking about, spreading her open wide and carefully inserting something into her. The strange thing begin to slowly rise up her body, and the changeling began to quiver, it's movements getting more desperate. Rainbow felt her own desire building to a crescendo and separated their greedy kiss. She leaned into it's ear and whispered, teasing it.

"I'm ready when you are, hot shot..."

The changeling didn't answer her, instead wrapping its hooves around her, leaving her wings free. It pulled her close, squeezing her tightly. Rainbow was close now, the changeling's rhythm had picked up and she was about to make her changeling very satisfied. The changeling desperately called to her, lost in its own ecstasy. "You are mine..."

"Yes... I am.."

Rainbow opened her eyes to see her lover as they both reached their moment together. The changelings cool blue eyes were inches away from her own as her body convulsed on her quivering lover. Her wings flapped desperately and she pushed herself into a deep kiss, roughly smashing into it. The changeling squeezed her tighter, forcing what breath she had out, and making it impossible to draw another. She felt herself fill with some strange fluid, coating her inside in the same filth that coated her body and mind. She wasn't sure if it was her lovers, or hers. It didn't matter anymore anyway.

Blinking, breathing, letting the colors soak into her eyes once again, she stared at the changeling, at her lover. It wasn't a gaze of defiance or of haughtiness, but affection, warm and pure. She did have a question as their bodies relaxed into one another, settling into a gentle breathing rhythm. "So what was up with that?" she motioned towards the changelings shrinking genitals.

"I am as a queen, but infertile. I react that way when I am loved. I have no eggs to give to you, only the motions of giving."

Weird freaky delicious changeling. "So what happens now?"

"We clean each other up. I cut your web. You have to get approval from the Queen to leave the room, but it should be no problem. I'll be with you." The changeling lay into her as it said that, relaxing itself.

Rainbow Dash was silent for a moment, thinking things over and stroking the changeling. She had gone this far, buck it. "Can we keep the web attached for now?"

Noponies eyes glowed green.

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