Competent Villains: Chrysalis

by tailsopony

The Trick

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Chapter the Sixth: The Trick

Pinkie Pie pondered why she wasn't performing as the peppy party pony she preferred to present. It had started with that awful Queen beating up Princess Celestia with a green glowy beam. Then she and her friends had ran to get the Elements of Harmony, then they were captured, then Twilight was hurt and then Pinkie had been separated from her friends and then she was locked in a room with no windows! No wonder she was such a sad pony right now.

It didn't help that she watched her friends all get dragged off to somewhere else after the Queen had left with Twilight. Poor Fluttershy was left alone on the ground, surrounded by changelings that looked like they were going to eat her, and Rainbow Dash and Applejack had to be really dragged away. Once most of her friends had been pulled away, Pinkie had dejectedly allowed the changelings to take her to her new room. She missed all her friends, but she wished Rainbow Dash was with her at least. Rainbow was strong, fast, and would do anything to protect her friends. Dashie was her best friend, and she really didn't like being alone. Pinkie wished Dash was here to make her feel better and to help her escape.

Pinkie also really missed gummy, her little alligator always knew just how to cheer her up. Hopefully she could sneak out of her room and find him when those changelings switched their guard or fell asleep. If she was quick, nopony would notice that she was gone. She could be really quick when it came to gummy. And parties. But this wasn't about parties right now, this was about saving her baby alligator. All she had to do was listen to the door and figure out when they weren't paying attention.

Pinkie quietly crept to the large wooden door and put her ears to it, listening for anything other than silence. She was trying to be super silent so the mean guards couldn't hear her. As she leaned against the door she felt her ear ear-flop, then her eye fluttered, and then a knee-twitch! Reflexively, she jumped away from the door just in time as it swung quickly open.

A evil changeling stepped in and eyed her curiously as the door closed behind it. Pinkie crouched defensively and glared at it, growling. Not taking her eyes off of the changeling, she ended her growl and boldly spoke. "I'm not afraid of you!"

The changeling erupted in bright green flames, and then Pinkie was staring at an exact duplicate of herself. "You don't have to be, silly!"

Pinkie knew that already. But the changeling would know that she knew that since it was being her right now. Her posture relaxed just a little. "Of course I knew that! If I had to be scared, I would be really scared. But since I don't have to be scared, I'm trying to be scary so that you know that I know that you know that I don't have to be scared!" Pinkie kept her pose, and mentally patted herself on the back for explaining that so well.

The evil twin happily answered. "Okie dokey. But just so you know, I knew that you knew that I knew that you knew you didn't have to be scared, so you don't have to be scary."

Pinkie eyed her twin carefully, this changeling was good. She was going to have to be extra special careful not to get it confused with herself. As long she was cautious, she should be fine. "So what's your evil plan, Meanie Pie? Are you going to eat me? Make me explode? Or maybe... you just want to interrogate me. I'll never talk!"

Her clone took a moment to answer. "Well... The first step of my evil plan..." Pinkie leaned in to make sure she could hear it clearly. "The first step..." Pinkie leaned closer, eyes widening. "The first step... is..." Pinkie had to hear this! What was the first step of it's evil plan? The twin took a deep breath and happily shouted, "To show you the bathroom!"

Pinkie blinked. This clone was diabolical! "What's the next step?" she asked suspiciously.

"I was thinking about getting you some food. You look like a sad, hungry pony. Something to munch on would cheer you right up!" Her clone eyed Pinkie up and down as if appraising something, and finished with a smile.

Pinkie mirrored her clones appraising look and eased completely out of her defensive pose, but didn't smile just yet. "I'm on to you Meanie Pie. You tricked me once, but you won't trick Pinkie Pie again!"

The clone giggled as it walked to the bathroom."I'm not trying to trick you yet, Pinkie Pie. I'm gonna do that later."

Pinkie Pie cautiously followed it, keeping her eyes on the ceiling for hidden traps.


Pinkie's clone returned from the kitchen carrying a large bag full of something lumpy, and merrily walked to the now sitting Pinkie Pie. "I brought something for you to eat! I found some cupcakes!" Pinkie looked at the bag incredulously as the changeling lifted the bottom and what appeared to be about forty cakes fell out. Pinkie quickly did some math and figured out that that was four tens, and that was terrible.

The cupcakes fell together in a mushy pile, some sticking to the frosting and some rolling away. Pinkie suspiciously picked one up and sniffed it. "How do I know they're not poisoned?" she asked accusingly.

Her clone rolled it's eyes and picked one up off the floor, swiftly shoving the cupcake into it's own mouth. Talking noisily through a full mouth, she said,"Nosh Poishoned. Shee?" and swallowed the whole thing at once.

Pinkie giggled. "You're not supposed to eat the whole thing, silly. You have to take the wrapper off first!" Pinkie smiled at the crazy changeling. She carefully unwrapped another tasty treat and then shoved the rest of it in her mouth. "Like Thish!" Happily swallowing the cupcake, she looked expectantly at her clone. The clone was confused, looking back at her with its head tilted. "It's your turn! You have to eat another one!"

"Why?"

"Because I don't want to eat these all by my lonesomy self. It'll only cheer me up if somepony else is eating with me!" Pinkie thought that was obvious, who wanted to eat by themselves?

The clone looked at her dubiously, but grabbed another cupcake nonetheless. "Okay... But I'm not going to fall for any tricks." It unwrapped the thing and then quickly swallowed it whole. "Your turn!"

Pinkie's smile widened at the face her evil twin was making. It seemed reluctant to start eating, but was able to swallow the whole thing without chewing. It even seemed pretty happy that it had done that. Pinkie munched another cupcake, proudly spitting the wrapper out in a little paper ball. That was a skill she had spent some time perfecting, but it was worth it. The changeling kept watching her, it's eyes open and curious. "You try to do it now! Unwrap the cupcake with your tongue, and spit out the wrapper!" Pinkie loved teaching ponies this trick! Even Dashie had managed to pick it up eventually, but she would never admit to it in front of anypony else. She would only do it when it was just the two of them hanging out.

The changeling carefully grabbed another cupcake, and put the whole thing in its mouth. This time it moved its mouth around like it was chewing, and made a really funny face as it screwed it's eyes together and eventually spat out a ball of mostly cupcake with some torn paper. Pinkie gave the ball an appraising look, and then moved her eyes back up to her significantly less skilled friend. "Hmmm... I've seen better. Here! Let me show you again!"

Pinkie did her trick slowly, and even opened her mouth just enough so her clone could watch. "You goshta ush your yung, EE?" She then spat out a ball of perfectly round paper, not a trace of cupcake on it.

The evil twin tried once more, eventually spitting out a ball that was still mostly cupcake and torn paper. Even Dashie had done better on her second try, but Pinkie wasn't going to give up yet. "Don't worry, I can teach anypony this trick! We might just have use a few more cupcakes though..." Pinkies evil twin became one shade closer to green as it watched her slowly demonstrate once more.


Pinkie was beginning to notice something was slightly wrong with her clone as it tried to spit out another ball of paper. Sure, it was getting a little better. It had even made one that hadn't had much cupcake on it, but the paper was still torn. The problem was that her clone hadn't said anything for a while now, it just slowly mimicked Pinkie as she ate cupcake after cupcake. It also seemed to be changing colors, gradually turning from bright happy pink, to a darker and more greenish pink. "Are you okay? Your turning into a Greenie Pie."

Her green twin stopped mid bite, and used its hoof to carefully remove the uneaten cupcake from its mouth. "We don't usually... eat this much food. Usually we eat just enough to not be noticed. I'm not feeling very good." It didn't sound very good either.

Pinkie was horrified. "Oh no! You're getting yourself sick just to learn my trick? I forgot that other ponies can't eat as many sweets as me..." She really hadn't meant to do the creature harm, she just got excited about teaching it a new trick. She had wanted to be its friend, and thought that if she taught it something fun then it might like her more.

The changeling tried to say something, but quickly put it's hoof over its mouth to stop itself, and ran to the bathroom. Pinkie heard a terrible retching sound and some suspicious splashing. Now she had done it. The changeling was going to be mean to her and not want to be her friend because she had made it eat so many cupcakes. Pinkie was a terrible pony. Maybe it wouldn't hate her as much if she helped it get better? And this was sorta her fault. Pinkie decided to go to the bathroom to help soothe the unhappy changeling.

When she got into the bathroom, she quickly noticed that the changeling had dropped its disguise and looked like a bug again. It was standing over the little stream that served for waste disposal, it's head down and eyes closed. A thick string of mucous dangled from its open mouth, and Pinkie noticed that the mucous had bits of undigested cupcake in it. When she got close, the changeling opened its eyes to look at her, but otherwise remained unmoved.

Suddenly, it's eyes widened and became unfocused as it started to make more horrible noises and heave forward. Pinkie watched as a vile stream of mucous and cupcake mush came rushing out of its open mouth. The sick creature was weeping and it's nose was running, the snot and tears mixing with the thick slurry of vomit. Pinkie didn't want to watch the poor thing, but she did know how to comfort somepony who had partied too hard. Rainbow had a habit of overindulging at some of Pinkies parties, and the pink party pony would occasionally have to make sure her best friend didn't hurt herself somehow.

Pinkie leaned against the giant bugs heaving body and began to stroke the back of its neck. "You just have to let it all get out. You'll feel better when all that nastiness is outside of you." She pressed firmly with her hoof, making sure the changeling felt the pressure of her hooves through its misery. The changeling closed it's eyes and leaned into her as its body heaved again. "That's it. Just let it all out." Pinkies soothing voice was soft and comforting, trying to overwhelm the nastiness with sugar and sweet, and her hoof was a solid reminder of her presence. There was some more splashing and heaving, and then all of that was replaced by labored breathing.

"Feeling a little better?"

"Uh huh." The voice that came back was not the same peppy voice it had used when it mimicked her, instead coming out scratchy and exhausted. Pinkie didn't care that it looked like a bug right now, she just hoped it felt better. She was also curious about something, but that could wait. First she needed to clean up the changeling. Pinkie ran through her usual plan for sick ponies. After they were done purging, she would take them to a shower or bathtub to get the bad stuff off of them. And lucky her, there was a shower right here!

Pinkie walked the changeling into the shower and turned it on, drenching them both. The changeling was silent as Pinkie washed it, recovering from its recent ordeal. Now that it was more relaxed, Pinkie had to know why it had put itself through that. "So... why'd ya do it? Didn't you know that cupcakes would give you a tummy ache?"

"I needed you to eat. You said you didn't want to eat alone, so I ate with you. After that, I tried to learn your trick and got carried away. I would have been fine if I only ate two or so cupcakes." The changelings voice had calmed down, becoming a little more raspy than a ponies, but still quite tonal. Maybe close to Bon-Bon's voice. Pinkie got distracted for a second. What if Bon-Bon was a changeling the whole time? Did her friend Lyra know? Had they been secretly plotting to take over Ponyville? Mr Cake! Was his biggest competitor in Ponyville not even a pony? This could be big!

The changeling interrupted her thoughts. "Thank you... for... helping me."

Pinkie smiled as she answered. "It wasn't a problem at all silly! I've had to do that for my friend Rainbow all the time. Sometimes she has a little too much fun at my parties and ends up sick just like that. She's usually a pretty strong pony, but being sick makes anypony feel bad. I've only been sick real bad once, that was when I ate some real bad cupcakes that my friend Applejack made! She's a dependable pony but she had this one week where she tried to harvest all these apples by herself and..." Pinkie kept talking, telling her new friend all about the ponies on Pinkies mind. The changeling just stood in the shower with her and listened.


Pinkie was trying to convince the changeling to go get Gummy for her, she was beginning to get worried about her scaled friend. Her other friends were apparently in rooms like hers, but nopony knew where Gummy went to. "Please, Please, Please! I'm really worried about him. He's just a baby alligator and the castle is full of scary changelings."

"I'll think about it. We have something important to do today, though, and I need to make sure nothing else goes wrong." The changeling was acting frustrated. Pinkie knew why. After the horrible vomit experience last night the changeling hadn't had a very fun night. It had things fall on it, it had slipped in the bathroom falling into the waste water, and one of the guards had decided to rapidly open the door smashing the changeling against the wall. Twice. It was like the whole room had turned into some kind of death trap intent on killing the changeling. Pinkie had tried to warn it with her Pinkie Sense, but at first it didn't believe her. It was slowly coming around, though.

Speaking of which, Pinkie felt her ear flop. Standing for a moment to let the signal run its course, she turned to the changeling and shouted, "Door!"

The pony shaped bug stared at her blankly for a second, obviously trying to figure out what she meant when the door swiftly opened once again smashing her to the wall. Pinkie cringed as she heard a splat. That was going to hurt.

Queen Chrysalis strode into the room, first glancing about in confusion and then staring accusingly at the suddenly terrified little pink pony. "Where is your caretaker, prisoner?" The queen moved purposefully towards her glaring at the cowering pony as her anger rose. "What have you done with my child?"

Pinkie glanced behind the queen, seeing a leg twitching from the other side of the door. She was having a difficult time speaking right now, but she managed to point a pink hoof towards her smushed friend and stammer out some words."I.. think you squashed her..." The Queen followed pinkies hoof to the twitching limb, and then her mouth opened and no words came out.

"..."

Chrysalis quickly levitated the door shut, and watched as her child slid down the wall, it's face frozen in a grim smile and the wall covered in green slime. "I.. am sorry. That was unintended." Chrysalis looked mortified. It was a strange look on the Changeling Queen.

The changeling spoke through its grimace, trying desperately to sound unhurt. "It's fine, your majesty. Just give me second."

Chrysalis and Pinkie watched as the changeling composed itself, drawing its limbs safely underneath it, and falling free from the green goo that had been holding it to the wall. Its backside was covered in the same green slime that had held it stuck, and its legs and wings were bent at a funny angle. Slowly its face returned to normal as its wings and legs popped into their regular shape. The green slime still covered it, but it was no longer leaking from its body.

Pinkie smiled, seeing that her friend was fine. "That is a neat trick!"

"It's actually not as hard as it looks when I have two ponies that want me to get better standing right next to me." The changeling was wearing a weary smile.

Chrysalis looked back at the pink pony, her anger gone and interest apparent. "Is that so?" Her gaze drifted to the recently injured changeling. "Well, you two seem to be getting along better than I expected. That last one wasn't doing very good, and I was worried that most of my children were failing me. I am sorry about the door. I was still upset over what happened with your sister. I'm not sure what she is trying to do."

Pinkie grew excited at this. "You have a sister? I have two sisters! Why didn't you tell me about your sister?"

The changeling ignored her, and spoke to her queen. "I was wondering, Your Majesty, would it be okay for me to take Pinkie out of this room for a while? She really wants to find her pet alligator and I think we could both use a change of scenery."

The Queen gave this request some thought. "I don't see why not, just make sure to keep her from talking to her friends for now. I don't want them getting any ideas just yet. Let me know when you think she's ready to see Twilight."

The changeling seemed relieved at this answer. "Thank you, Your Majesty."

"Since things are going well here, I have some other ponies to meet. Good luck, child. I'm counting on you."

"Yes, Your Majesty."

The Changeling Queen left the two smaller creatures alone in the room and proceeded on to her future appointments. Pinkie and the changeling looked at each other and smiled. "Now about those sisters..."


Pinkie Pie's caretaker inwardly groaned. It had been three days since the Queen had given her permission to take Pinkie out of her room. They had immediately gone on an alligator hunt, the strange pink pony leading her directly to the castle kitchens. Gummy had been found in some giant forgotten cooking pot, happily gnawing on a sponge. The caretaker had no idea how she knew exactly where to look for the alligator, but Pinkie had been right on her first try. The weirdness hadn't ended there, oh no. At first, the caretaker thought that Pinkie was some kind of low grade psychic, able to predict strange events before they happened.

She was now sure that this was not the case. The world around her was slowly trying to kill her, first the knives in the kitchen, then the oven. Doors were now a terrifying thing for the changeling. And everything appeared to be centered on the changeling. This hadn't happened until she was Pinkies caretaker, but it was happening now with ferocity. Somehow, on some level, her innocent pink friend was warping reality around her in order to kill the changeling. She was sure of it now. Especially after that accident with the flying hammers in the bathroom. The only reason she was still alive at all was that the pink pony really had accepted her as some kind of friend after that first horrible night, and Pinkie loved her friends wholeheartedly.

After they had found Gummy, Pinkie had convinced her to help make some cupcakes for her friends. She had been particularly distraught about Rainbow Dash, having heard that things weren't going well for her. Apparently Rainbow had always had problems making new friends, always coming off as abrasive, and Pinkie had liked to help her when new ponies came to their town. The pink pony had baked quite a few cupcakes, but had made a special one for each friend. She decorated the special ones with their cutie marks and had put a little heart on the rainbow one.

The changeling gave another internal groan when she thought about Rainbow Dash. Pinkie seemed to dote on her in her thoughts, and one of her more creative sisters had mostly finished with her yesterday. That bad situation the Queen had talked about apparently turned around quite quickly once the Queen had finished her visit. Pinkie might not like that and probably would be pretty upset when she found out. And now Pinkie's caretaker was one step closer to failing again.

Pinkie's Caretaker was making no progress with her charge. Pinkie had remained unchanged after that first night where she had comforted the sick changeling. She viewed the changeling as a friend, but she had not grown more loyal to the Hive in any way, and she still was not fond of the Queen. Pinkie was not ready to speak to the new princess, the caretaker was sure of it.

She couldn't fail her Queen, and she couldn't fail her hive. While they weren't on any sort of a time-line, she knew that at least two of the other mares had succumbed to the will of the hive. She did not wish to be the last caretaker to succeed, or worse, fail entirely. The Queen was not known for her forgiveness. There must be something she was missing.

She knew that her current plan wouldn't work and that she had to try something different. What was her current plan? Make friends with the pony and make it depend on her? Make it depend on the Hive? That pony took care of most things itself, it only needed her for basic company and to help feed it. She really didn't want to hurt the pink pony, she had grown fond of it, but she was getting desperate. She was going to have to ask for help. Maybe her more creative sister knew some sort of trick?


Pinkie's day had been going pretty swell so far. Her caretaker had brought her some breakfast, and then they went for a walk. Some of the castle stones had almost fell on her though, and only Pinkie's quick thinking had saved her changeling friend. This castle sure was falling apart. It kind of reminded her of Ponyville with all of its crazy dangerous problems. She kind of missed the Cakes, who lived in Ponyville, so she wrote a letter telling them that she was fine. She explained how most of the changelings were meanie pants, but some of them were pretty nice.

She also tried to write in a secret note about how she wasn't going to try to escape until she had all of her friends, but she wasn't sure Mr. Cake would understand the picture that had half a dozen donuts being delivered by her to their house. She had been extra careful to draw in all of her friends cutie marks on the donuts, but they were kind of hard to make out. Her crayons had started to run out when she tried to draw what she thought Spike's cutie mark might be.

Hopefully she could convince her changeling friend to take the note for her. Actually... She had been gone for a while. Where did she go? Usually her caretaker kept her and Gummy company all the time unless she was getting them things. This time she had said she needed to talk to somepony about something. Maybe it was about a party! Pinkie was getting party fever, it happened when she didn't throw a party for a long time, and this had been four days since her last party. Pinkies face fell as she remembered the last party, Twilight screaming and Fluttershy lying on the ground crying. Rainbow and Applejack fighting through changelings trying to save them while Pinkie and Rarity could only watch.

Pinkie pushed the thoughts of parties out of her mind. She needed to focus on the now! She had to convince the changeling to let her go visit the rest of her friends. She really missed playing pranks and telling jokes with Rainbow, the changeling had a very different sense of humor and didn't understand pranks at all! She had thought those hammers in the bathroom had been some kind of death threat from somepony, so Pinkie had kept quiet about her involvement. Even if it did seem really obvious to the pink pony. Who else would have put the hammers there?

A strange Pinkie Twitch ran through her body. She wasn't familiar with it. It felt kinda good, but also kinda bad. What could it mean? It must be something big, it ran all the way through her. Usually Pinkie Twitches were small, localized things. The more of her felt it, the bigger it was. She should be extra special careful for a little while. She heard the door open and turned to see her caretaker come inside.

"Hello Pinkie."

"Hello! Did your meeting go well? What were you doing anyways? I just had this weird twitch," the changeling looked around her nervously, "I don't think It's gonna happen yet... but it felt pretty big. Oh! And can you take this to Mr. Cake?" Pinkie proffered her letter to the still nervous changeling.

"I'm sorry Pinkie, but the letter is going to have to wait. We have something important to do." The changeling looked apologetic.

"Okie dokey low-key. Maybe later then."

"I'm really sorry about this, but remember when we first met and I said I wasn't trying to trick you yet?"

"Yup! I thought you were a meanie pants, but then you got all sick because you were trying to be nice, and I said 'Pinkie, anypony who is silly enough to get sick to make you feel better is silly enough to be your friend!' And then we were friends!" Pinkie recounted the event to the best of her ability. She thought she did a pretty good job!

"Well, I'm going to have to trick you now." The changeling looked sad at this prospect.

"Awww... Cheer up! I'm sure it won't be that bad. Is it a prank? Do you finally want to try one?" Pinkie tried to stay hopeful, this was her friend after all.

"I'm afraid... you might be pretty upset with me afterwords. And I'm scared. I don't want to lose you as a friend. Can I get a hug real quick?" The changeling sounded really sad now, its voice catching on words as if it was going to cry.

"Of course! No matter what ails you, your Aunt Pinkie Pie is here to help!" Pinkie happily rushed forward to hug her sad friend.

Pinkie's forelegs wrapped around her changeling buddy, and she squeezed tightly. Her changeling friend returned the embrace. Usually Pinkie's friends couldn't hug as tightly as she did, sometimes she accidentally left ponies breathless. This time the changeling was squeezing her tightly, and Pinkie found it difficult to breathe. So that's what it felt like! She should be more careful with her friends in the future, this wasn't as nice as she'd hoped it would be to be squeezed so hard when she wa... Pinky felt something weird that completely derailed her thoughts.

The changeling had lowered it's head to behind her shoulder's and had it's mouth open wide, pressed against her flesh. Pinkie let go of her hug, the changeling only held her tighter. "Umm.. What are you doing?"

The changeling didn't answer verbally, instead using it's sharp teeth for something else. Two pricks of pain shot into Pinkies back as the changeling's fangs slipped through her fur and into her body. "Hey that hurt! Let me go!" Pinkie didn't like the feeling of being bit, it made her feel like her friend was trying to eat her. Was it trying to eat her? Had it been tricking her all along, do changelings really secretly eat ponies and somewhere have a book about it called "To Serve Ponykind?" She had to get away!

Pinkie struggled against the changelings grip, kicking and flailing her hooves to escape. But it seemed like her hooves could only reach the hardest part of the changelings carapace, as if it was designed to be protected while it did this to a pony. She started screaming, trying to scare it away, but the changeling didn't let go.

A string of fire started running from where the changeling bit her and continued all through her body. It raced, pulsing forward every time her terrified heart beat. As the fire began to spread through her forelegs, she felt them fall weakly down. She tried and tried to move them, but nothing happened. The changeling just held her tightly, its lips pressed into her fur and its teeth pressed into her flesh. It was some kind of venom, and Pinkie couldn't get to the emergency snake bite kit she had stashed under the palace rug in the royal court room.

As the burning sensation spread through her body, she fell limp in the changelings embrace. Her screams petered out into whimpers, and she tried to ask why, but her mouth and lungs wouldn't respond. Oddly she could still move her tongue and had some control over her throat, enough to swallow so she wouldn't choke. But without her voice box and lips, she was silent. Her body was floppy, and the pink pony's eyes filled with confusion. The changeling pulled out of its dangerous kiss, and relaxed its hold on Pinkie so it could look her in the face. "I'm sorry. I wanted to be your friend, too."

The changeling carried Pinkie to her bed, and gently laid her down next to Gummy, who stared blankly. After laying her down, she leaned down to Pinkie's forehead and put a warm kiss on it. Then she picked up Gummy as Pinkie's head flopped to the side. "I don't think Gummy needs to watch this, so I'm going to put him in the bathroom for you."

Pinkie was confused. What just happened? That wasn't a very good prank! Now she couldn't move at all, she couldn't even talk! All she could do was look around with her eyes and wait for them to blink on their own. She tried to push her tongue out through her mouth, but her jaw was sealed shut. Her shoulder hurt, badly, and she felt something warm pooling around her back below where the changeling had bitten her. She was bleeding! This was a really bad prank, she was ready for it to be over.

She tried to say anything, to move anything to let her caretaker know that she wanted this to stop. But nothing happened for her. Her legs wouldn't move, her mouth wouldn't work, and her lungs just kept a regular unconscious rhythm. She thought that maybe she had wet herself, but she couldn't look down to see.

The changeling came back from the bathroom and shut the door. Then it walked over to the bed, and climbed in with Pinkie. Now Pinkie was really scared. Was this part where she was eaten? At least the changeling had been nice enough to put Gummy in the bathroom first. She felt the changeling slide under her body, holding Pinkie against her stomach so they both faced upwards and Pinkies head could rest on the changelings chest. "They won't be here for a little while, so I have some time to explain what's happening."

Pinkie felt the changelings chest move up and down as it talked to her, and the voice vibrated through her body. "Usually when a changeling does that to somepony, it's because we are planning on taking their place. We might stash the body somewhere and take their form for a while. Maybe forever. The venom will wear off eventually or we can dispel it, but that rarely gets a chance to happen." The changeling hugged Pinkie, not letting her go. Pinkies fear kept rising as she imagined being stuffed in a box under the bed while the changeling played with Gummy in her room.

"We need to keep the pony alive for a while because often times we don't have all the information we need to pretend to be that pony. Usually, we interrogate it. Ask it questions, feel its emotions for answers. We don't need you to answer verbally, just to stay close, like this, and we can feel your answers." Pinkie mentally scolded herself. They were monsters, she shouldn't have forgotten that. She had forgotten to keep remembering that it wasn't her, and now it was going to be her! This one had been interrogating her the whole time and she just let it happen. Now that it didn't need her anymore it was going to eat her!

"Now don't be scared like that. I'm not going to kill you or eat you or anything. I would have done that already if that's what I wanted. You don't have to be so afraid. I really did want to be your friend, it's why I've been so gentle with you and made sure Gummy was safe." Pinkie relaxed a little, she guessed if the monster had just wanted to eat her, it would have already. All she could do now was hope somepony would come and save her. She imagined Rainbow bursting through the door and flying up and pulling her away from the evil changeling that held her captive. Then Dashie would carry her out the door and they would fly away together. Pinkie wouldn't be able to move at first, but then she would get a kiss from Dashie and she would wake up, just like...

"What are you thinking about right now? You are the strangest pony I have ever met."

Oh yeah, she was still stuck here, just laying on top of this changeling like a Lazy Pie. Come to think of it, now that she could see down her whole body, she was just lying there. It looked like she was completely relaxed. Her curly pink tail was barely covering anything, and her legs were kind of spread by the changelings own. It had wrapped its legs lightly around hers and pulled them apart slightly. It felt like the changelings personal spot was pressed smoothly against her lower back, just above her tail, making her feel awkward. Pinkie Pie turned more pink as her embarrassment set in. She never liked to be exposed like this, it was really not for other ponies to see. She hoped the changeling would cover her up a little before her friends got here.

"Just realized the position you’re in, hmm? I'm sorry it's embarrassing, but you'll understand later. Now where was I before you distracted me... Oh yes! I was told that I couldn't let you talk to your friends. So I had to make sure you wouldn't talk. One of your friends is going to come by, and I knew that you wouldn't be able to resist saying anything. I also wanted you to watch something, and so relaxing you like this was the easiest way to do it. The venom is a bit magic, and only works when I can get you to love me just before I bite you. It's usually not a problem for a changeling to impersonate somepony for that, but you knew who I was. Luckily we were in a unique position where you loved me, and I needed you to do something. So I played a little trick on you."

Pinkie pie really didn't like that explanation. It sounded like the changeling didn't want to hurt her, but it had bit her in the back! Maybe they could still be friends? Do friends usually bite each other and make them paralyzed? And she said a friend was coming by! The Queen had mentioned Twilight, maybe it was her? Still, she really didn't like not being able to move or talk. You shouldn't make friends do something like this. The changeling was usually used to being a monster, so maybe she just didn't know how to be a good friend?

The changeling began to talk some more, causing the pleasant vibration of sound to move through Pinkie. She had never rested on anyponies chest while they talked before. It wasn't a bad sensation, but Pinkie didn't care for it at the moment. "I'm not sure you'll want to be my friend after this, but if you do, I'd still like to be yours. We still have a little time, so if you don't mind I'm going to keep holding you like this."

Pinkie pie actually did mind, she really wanted to be covered up at least. But there was nothing she could really do about it so she gave a mental sigh and just sat there, annoyed and confused with the changeling's actions. They both stayed quiet for a while, waiting for their guests to arrive.


Pinkie heard the door open, but she couldn't turn her head to look. It sounded like two ponies were walking in! The first pony she saw was obviously a changeling. It looked almost identical to her captor, and hadn't bothered to wear a disguise, but it did have some saddlebags on. It was holding some kind of strange green rope in its mouth, that was leading to some other pony. Pinkie had to look through two reflexive blinks before she realized what she was seeing.

The other pony looked like Rainbow Dash. But something was wrong. It's eyes were covered in a dark green goo, forming a strange blindfold. The rope that lead to it didn't go to some kind of harness, but rather a bit in the pony's mouth that the pony held onto. The cyan blue fur and feathers that covered the "almost Rainbow Dash pony" were crisscrossed by some sort of light green web, it wasn't very noticeable at first, but it covered her whole body. The web extended over the pony's prismatic tail, wrapping it tightly together, while a mane that looked like Rainbow's usually did stuck messily out the top. There was also a big glob of some green goo smeared between her wings, extending about halfway up each wing, and connecting in the middle. Pinkie couldn't quite see the cutie mark because it was covered by her wings, but the part she could see looked like Dashie's.

The changeling holding her quietly whispered in her ear, so that only Pinkie Pie could hear. "This is your friend, the one you talk about all the time. I could feel your fantasies, you know. You would drift away in your thoughts whenever you talk about her. That other one is one of my sisters. I want you to watch them closely."

Pinkie didn't need to be told to watch them closely. But she did try to shout to Dashie. She tried to shout that she needed to be saved, that Dashie needed to spit out that rope and fly over here and get her off of the changeling and then wake her up so she could move. Pinkie tried to shout lots of things, but all she could do was waggle her tongue uselessly behind her closed jaw and watch. She watched as the changeling walked the rope and Dashie over to the bed where they would be close to Pinkie. Then the changeling put the rope on the bed, and turned to face Rainbow.

Pinkie heard the changeling speak in a firm, commanding voice. "We came here to help one of my sisters. She was... curious about our relationship, so I decided to show it to her." The changeling leaned in closer, and spoke much lower. "I thought we'd show her... everything."

Rainbow blushed at this, and her wings slowly began to rise. Pinkie's chromatic friend gently nodded her head up and down, not letting the bit out of her mouth. What were they talking about? Why was Rainbow just quietly agreeing with what the changeling said? What did she mean by relationship? Had they became friends? Pinkie had a bunch of questions, but she couldn't ask any as the changeling continued.

"I knew you'd like an audience. You always were a bit of a showoff... I have another idea. If you get a new fan, maybe I'll let that fan spend some time with the star of the show. Of course..." She leaned in close again, and this time Pinkie had to really focus on trying to hear it. She only managed to make out a few quiet whispers. "If you... for... but me... will... severely." Dashie turned bright red at whatever the changeling had told her, and her wings quickly became stiff as a board. "Now, I have some things to set up. Why don't you tell my sister a little about yourself while I get things ready? Let her get to know you." The changeling then leaned in and grabbed the bit from Dash's mouth with her own, spending a moment to put their lips together.

Pinkie saw Dash give a short smile after that. Had they just kissed? Pinkie felt something strange in her tummy. She quickly decided that she did not like it. The changeling put the bit down, and began to levitate some more green rope things out of its saddlebag. It was moving the rope to corners of the room, and securing it against the wall. Rainbow turned her head around for a second, confused, before the changeling holding Pinkie spoke up. "Over here."

Dash turned to face them, and spoke. "Right... I'm Rainbow Dash, the fastest pegasus in Equestria!" She stood proudly and gave a little stomp with her hoof to accentuate her boast. The changeling holding Pinkie relaxed her grip for a moment as it voiced a question.

"And what is Rainbow Dash, the fastest pegasus in Equestria, doing with my sister, probably the biggest troublemaker in the hive?"

Rainbow took a second to answer, relaxing her posture. "She's my caretaker. So I guess she takes care of me?"

Pinkie felt the changeling rub her tummy, as if it was trying to massage that bad feeling away. It didn't help much, but it was a little better, at least until the changeling spoke up again. "My sister told me a little about your relationship. So now I'm curious. How many times had you been with a pony before this all started?" That was a silly question. Rainbow had spent her whole life with ponies!

"Like... Maybe six times? Does... does a griffon count? If not... then five. Uh... Three... three times with a colt, and twice with a mare." Rainbow was visibly nervous with the question and had stuttered through her answer. Pinkie knew those stats! That was how many times Rainbow had been intimate with another pony. She had told Pinkie about the times once or twice when they were both a little tipsy. Pinkie had been curious about it, but Rainbow had told her it wasn't that great. That she'd rather hang out and chill than do those sorts of things.

"So then... How many times have you been with my sister since this started?" Pinkie felt her stomach drop, the rubbing hoof doing nothing to hold it up. Her eyes darted quickly to the changeling putting up green ropes, and then back to Rainbow. No way. She couldn't believe that.

"I'm... not sure. Maybe ten? Maybe twenty? Maybe more?" Pinkie would have whimpered, instead she just felt herself crumble as that bad feeling turned into a huge hole in her body and sucked all of her happiness out. There was a noise like air rushing out of a balloon, and she dejectedly noticed that her poofy tail had straightened out, leaving her fully visible to the world. The rubbing briefly paused as though the changeling holding her was startled by something, but it then continued its ministrations pushing harder than before into her soft empty body.

"So why can't you keep track of it? Can't you count higher than six?"

"Of course I can count!" Dash sounded annoyed. "I'm not an egghead, but I'm also not stupid. It's just... I'm not sure what counts, exactly." Dash paused, as if thinking. "And it's all kind of a blur. I don't really know how long it's been, and I don't get...much sleep. Sometimes I wake up and we're halfway through already. Sometimes we just keep going until I'm too tired and pass out." Rainbow drifted off as though she was distracted and embarrassed. Pinkie tried very hard not to listen, she tried to focus on anything else. The firm comforting hoof on her stomach, her own breathing, or even the changelings warm body. It didn't work. She still heard everything best friend said.

Pinkie dejectedly watched a green rope levitate above her head and fasten to the wall behind her. It looked like the changeling was securing the other end somewhere else, pulling the rope tight. "Doesn't that hurt? I don't think ponies are meant to be that active. It's not a big deal for a changeling, but isn't it unpleasant for you?" Pinkie felt and heard the changeling holding her ask it's question, but she was focusing on the rope instead. It was so green, and almost looked like it was some sort of goo that had congealed. What a weird rope.

"Yeah. It hurts. Sometimes it hurts a lot... She let's me hurt, but she won't let me get hurt. I'm an athlete, I'm used to being sore, to being exhausted. This isn't too different. And when it get's really bad, she's... gentle with me until I feel better." Pinkie was really intrigued by this rope, and definitely did not hear that. Especially not that last part. She also didn't hear the wistful tone that Rainbow had spoke the last part in. She was much too focused on this very green rope. It looked like some kind of congealed goo. How strange.

"I don't know how long I'll be stuck here waiting to see my friends, but as long as I'm stuck, I might as well spend it with her. I like how it makes me feel. I like how she makes me feel." Dash seemed proud of this, and the words came out easy, almost as a challenge.

A voice carried from the other side of the room, "I'm done! Let's start with something easy." The changeling that was holding Pinkie started scooting over to the side of the bed, dragging Pinkie's pliant body with her. Then the changeling turned sideways, letting both herself and Pinkie rest on the bed. Pinkie watched the green rope held taut above her as the other changeling lead Rainbow to the side of the bed, and they both got on.

It soon became very hard for Pinkie to watch her rope, as Rainbow's face was inches from hers. Maybe Pinkie misunderstood everything. Maybe this was still just a very bad prank. Changelings weren't very good at pranks after all. She was distracted by the changeling climbing on top of Rainbow. The changeling rested her head on top of Dashie's, and she winked at Pinkie. Not a prank then. Oh well. Too bad she couldn't see her rope anymore.

"Now Dash, my sister is close by on the bed. Be very careful about touching her. We wouldn't want me to be confused as to who you are moaning for..." Pinkie felt Dash's hot breath wash over her as Dash's breathing got heavier and she answered the changeling on top of her.

"Yes, ma'am."

"I'm going to do a little something to help keep you from touching her. It has to do with your new toy. You'll enjoy it." The changeling grinned wickedly, and touched her horn to the back of Dash's neck. Pinkie watched as the green net around Dash's body briefly glowed, and then tightened. Bit's of Dash's fur pressed through the net, in some places her flesh pushed back leaving little bumps all across her body. Pinkie wasn't the only pony to notice this.

Dash gave a light squeal, and groaned her approval. She started to squirm as she tested the strength of this new binding. Pinkie felt another hot breath warm her face. This one occurred during one of Pinkies automatic breaths, and she felt herself breathe in Dash's moist air. Dash had managed to scoot closer up during her squirming, and now their mouths were almost touching. Pinkie was afraid that Dash would touch her, that she would find out she was in the room. Dash smiled, and let her partner know how she felt. "That's tight. I like it."

"I told you you would..." Pinkie saw Dash shiver when the changeling said this, and then Dash's mouth sucked in a deep breath, cooling Pinkies face. She didn't understand. Why was Dashie smiling? Why was she so happy to be stuck like that? It looked like it hurt, the tight net trapping her body like some kind of vice. And yet Dashie was so excited, Pinkie could see it. Her big blue wings were sticking straight out from under the changeling and her breathing was fast and hot. The changeling winked at Pinkie from on top of Dash. "Now, let's begin."

The changeling stood up over Dash's prone body, and lightly bit her wing at the base. Dash's smile melted into a look of concentration, and she began to bite her lip. A low moan escaped from her mouth, and Pinkie felt the damp air on her face again. The changeling begin to work it's way up and down Dash's wing, nibbling and biting as it went, each bite eliciting a noise from Dash. Pinkie was confused. Dash had always been sensitive about ponies touching her wings. The only pony who didn't usually earn a harsh stare from Dashie for an accidental brush was Pinkie. Had been Pinkie.

Something was happening to Pinkie as she watched. Her body still felt empty, like there was nothing inside. She felt kind of detached, like this wasn't happening and it was all a nightmare. But the hoof that had been performing reassuring circles on her tummy had changed its mind, and was tracing down her stomach to her nipples. Pinkie felt her own breathing pick up as a delicate pinch encompassed her teat. A warm wet feeling surrounded her ear, and Pinkie realized it was being nibbled on by the changeling who held her. Just like Dash's wings.

Pinkie's focus drifted back to Dash, who was now regularly making little noises as her wings were being nibbled. The changeling had moved to her other wing, and Dash's ear had started to twitch, as though it was trying to flick some annoyance out of it. Dashie was rhythmically squirming forward and back, rocking her bound body to some unheard noise as the changeling kept gnawing on her beautiful wings. Pinkie's nipple had a deep pressure on it, forcing her flesh to burn in embarrassment as she started to heat up. She wasn't supposed to be watching this. She wasn't supposed to be here. She wasn't supposed to see Dash like this, so close to her. And she wasn't supposed to be feeling like this either.

The changeling holding Pinkie took its other hoof and opened her mouth, letting her breathe easier than before. Pinkie saw Dash shudder when Pinkie's own breath warmed Dashie's skin. She had breathed in Dashie's face. And Dashie had liked it. Pinkie couldn't take her eyes off of Dash's face, even as the hoof wandering her body abandoned her nipples and began to drift lower. She heavily breathed out again as the hoof quietly and carefully rubbed her soft outer lips. Dash's cheeks turned a darker shade of red, and her own exhale was more forceful. This time, the breath wasn't a careless wave of heat over her whole face; it was directed at her mouth, so close to Dash's own. Pinkie realized that Dash was blowing on her. That Dash had felt her breathing and knew there was a pony right here. Dash wanted that pony to feel what she had just felt when Pinkie breathed warm air on her.

Pinkie began to grow warm, and she felt the hoof massaging her lower lips grow wet. That empty feeling was still inside of her, it still hurt, but something was soothing it. Something was helping the pain go away. Dash's face was contorting in pleasure, and the changeling on her back was increasing its speed. It was moving quickly and violently now, leaving little red marks up and down her wing. Dash's quiet noises were rapidly becoming louder moans and grunts, and she was struggling against the webbed net that held her. Pinkie watched as Dash's strong body pressed against the net, her muscles flexing and relaxing. What was happening to Dashie? A slick hoof began to press harder against her lower lips, and she felt them give in to the pressure as the hoof slid in. What was happening to her?

Pinkie felt the strange invader inside her body. It was firm and wet, dragging itself around at her entrance, pushing in places she had never touched before. Her body was reacting, and she didn't know why. Was this what Dashie was feeling right now? This building fluttery sensation that started growing in her lower body and slowly ran up her? Pinkie Pie wanted to shudder, to scream, to do something. She was confused and she felt strange. She couldn't move anything, and she felt something building within her. She wanted to fight it. She wanted to push it back, but she didn't know how. She couldn't even move.

Dash was loud enough for both of them now, the changeling had given up on using its mouth and was simply pressing up and down both her hard wings with its hooves. It looked like it was using all of it's weight to fight Dash's incredibly strong flight muscles, forcing her wings down, and then letting its hooves slide over them until they popped back up. Then she would do it again and the bed would lightly bounce. Every time Dashes wings popped back up a loud senseless moan came flying out of her and into Pinkies open mouth. Dash's face was strained, and her mouth was wide open when she breathed. Pinkie could see her tongue inside, occasionally it would flick to her teeth or press the roof of her mouth, but when she moaned it would come out just a little.

The hoof working Pinkies insides began to grow more frantic, and that fluttery feeling felt like it was going to overflow. Pinkie knew it was going to happen soon. Was it going to hurt? Was it going to change her? Now, with each frantic scream Dash was moving closer to Pinkie, her squirming and stretching accidentally propelling her forward. Pinkie forgot all about her fluttery bubbling feeling when Dash pressed up against her.

With a particularly loud scream, Dash slid just close enough to feel Pinkies lips. As soon as Dash had felt her there, she pushed into a kiss with Pinkie. Pinkie's mind blanked as Dash's tongue wildly explored her mouth. The hot organ was dry, as though it had been exposed to too much air. Pinkies own cautious tongue ran into it, and she wrapped Dash's tongue with her own. Dash's brave explorer was hard and hot, it wildly strained up and down, but didn't retreat from Pinkie's touch. Dash's lips were hot as well, covered in a sticky coating of thick drying spit that glued them to Pinkies soft skin.

Pinkie Pie watched as Dash's face contorted and liquid ran from under her blindfold. Dash shuddered wildly, her body straining against it's bindings and trying desperately to bend. Her wings flared and lifted the changeling up, almost throwing it off her body. Pinkie felt Dash's tongue spasm wildly in her mouth, and a muffled scream escaped from Dash to fill Pinkies lungs. Dash held her breath for a few seconds, lips pressed tightly against Pinkies and her tongue quietly quaking in her mouth. Pinkie witnessed Dash's whole body give a light shake and then relax. As Dash began to grow soft in her mouth, her lips peeling off of Pinkies, Pinkie felt her own forgotten body reach some sort of peak.

Pinkie came quietly, unable to move or make a noise. Her tongue desperately chased Dash's retreating organ, and an amazing feeling rose from the fluttery sensation that filled her body. She couldn't scream or squirm, but she could feel it fill her, soothing that terrible empty feeling. The hoof pressing into her soft underside was drenched in something, and Dash's scream seeped out of Pinkie's lungs as her body reflexively gasped for breath. She saw Dash's weary face smile in contentment, and Pinkie suddenly felt much better. For a brief moment, Pinkie didn't feel that terrible heartache at all. This wasn't what Pinkie had wanted, but her friend was smiling. Pinkie relaxed and just felt the feeling wash over her. It felt good, and her friend was smiling at her. Her excitement didn't last nearly as long as Dashie's, probably only a moment. But it didn't matter, her friend was smiling.

Pinkie felt her caretaker pull its hoof out of her, and returned the wet thing to it's previous circle around her tummy. Her breathing slowed and her mind began to work like normal as she watched Dash grinning like a maniac, catching her own breath. The changeling on top of her looked suspiciously down at Pinkie, and ran a firm hoof down the back of Dash's neck, resting it on her head and pinning it to the bed. Dash was still grinning. "Dash... I've never seen you cum so hard from wing play... Did something else happen? Something that I might want to know of?"

"I.. Uh... Might have kissed your sister... When I came..." Dash said sheepishly. She was still smiling, grinning like she just stole an apple from Applejack. Pinkie felt her heart drop for a moment, threatening to leave her empty once again. Of course Dash thought she was the changeling. Dashie didn't know she was here. The changeling holding her shifted, pulling her away from Dash.

"I talked to you about that. Your going to have to be punished now." The changeling took her hoof off of Dash's head, and used it to pull her head up so that Dash would be looking into her face if Dash could see. Dash's neck was strained as she craned her head backwards, but Pinkie could still see the edge of her smile.

"I'm a bad, dirty pony... I need to be punished." Pinkie watched as Dash and her partner kissed full on now, their lips interlocking intimately. This wasn't like the kiss she had stolen, this was different. Instead of a desperate wild look, they looked relaxed, accepting each other casually. The changeling eyed Pinkie the whole time, her face giving away nothing of her intentions. Pinkie felt like she was watching something not meant for her, like she was trespassing, but she couldn't look away.

Dash's head was canted back, and Pinkie could see the underside of her blue chin and all the way down her slender neck. Her jaw muscles were moving beneath her skin, and Pinkie imagined their tongues interlocked. Pinkie saw something bulging down Rainbow's throat, as if she was swallowing. But the thing didn't pass as a wave, like a gulp of food. Instead Dash's throat grew just a little wider as something pushed down it. Pinkie realized what she was seeing. It was the changelings tongue.

Pinkie felt that hollow feeling start to grow again as the changeling winked at her, its tongue buried in Dashie's throat. The bulge pulled slowly out of Rainbows neck, and the changeling broke their kiss. Dash was panting heavily. "Wow... that... that was new... You are freaky, you know that?" The changeling smiled and turned her creepy gaze from Pinkie to Rainbow.

"That wasn't your punishment, you know. I just felt like trying that. I'm going to put that tongue somewhere else later." Rainbow's body lightly shuddered, and then her smile returned. "But first, we need to deal with your punishment. I've taken away your sight, I'm going to take away your hearing now. You belong to me, and you will only hear what I want you to hear until I feel you've made up for that transgression." The changeling levitated some more things out of it's saddlebag. It looked like little globs of goo. Then the hovering globs of goo traveled to Rainbow's ears, and squeaked inside. Rainbow looked momentarily alarmed, but began to settle when the changeling pulled her into another kiss.

Pinkie's caretaker began to speak as Pinkie watched her friend drinking the changeling's tongue into her throat once again. "I had to show you this Pinkie, so you knew. Rainbow can't be yours. She belongs to my sister. All those times you would drift off into fantasies about her, and here she was just a few rooms over. While we were playing games and coloring, she was probably screaming from my sisters attention.”

Pinkie tried really hard to not think about that. About Rainbow's hot sweaty body wrapped up in that net, and Dashie begging to be punished. She tried very, very hard not to watch the look on Dashie's face when the changeling kissed her. Pinkie tried not to remember the subtle hints she had given Dashie that were ignored in favor of playing pranks, or telling stories. She tried not to imagine that smile that Dash had worn almost constantly. It was a smile she had always wanted to see Dash wear before, she had just hoped that she would have been the pony to make her wear it.

“I knew you wouldn't resist saying something or interfering so I had to make sure you couldn't." Pinkie felt the changeling hug her, and she watched Rainbow stop kissing for a moment to get some air. Rainbow sure looked... content. Pinkie wished she could cry.

"I'm sorry I had to break your heart like that, but I tried to make it feel better. I let Rainbow give you a little kiss even though I wasn't supposed to. I knew telling you about this wouldn't work, so I had to show you. I tried to make you feel at least a little good, and I'm pretty sure you did. Now the question is where do we go from here? You still can't have Rainbow. If you're nice, my sister might let you play with her every once in a while." Pinkie really didn't like that idea. Her chest hurt at the thought of using Dashie as some kind of toy. Her eyes drifted to the pegasus, lost in another deep kiss. Then again, Dashie didn't seem to mind being used like that. It almost looked like it made her happy.

"Of course, we still have the problem of your broken heart. I can help you with that, you know." Pinkie didn't think the changeling could help much, it hurt pretty bad. The changeling took both of her hooves and held them in front of Pinkie's face. A brief flash of warmth ran through her body as she watched the changelings hooves ignite into flame, and then cool off to a cyan blue. Then Pinkie heard a very familiar voice. "After all... I'd never leave my friends hanging."

Pinkie swallowed weakly. This wasn't Rainbow holding her, she had to remember that. This was that awful changeling who had tricked her into getting bit. After it told her it would. And then it had taken Gummy and hid him in the bathroom, so he didn't have to watch this. This horrible awful changeling had held her and cuddled her as her closest friend gave herself to somepony that Pinkie didn't even know. This terrible changeling had let Rainbow kiss her, and had tried to soothe her broken heart. And now this monster was going to try and make her feel better by pretending to be her closest friend. And it was working.

Pinkie dejectedly watched as the changeling kissing Rainbow began to attach some of those green slimy ropes to her web suite. Rainbow just hung limply, letting the changeling move her limbs for her and get them hooked into the strange rope. Pinkie saw that she had a weak smirk, as if she knew what was going to happen. She seemed happy. Why should Pinkie even try to interfere? She just wanted all her friends to be happy, and if Rainbow was happy with this... Why not? Sure, it made her kind of sad to not be Rainbow's special somepony, but that wasn't her business. Not anymore. A bright blue face filled her vision, and wide magenta eyes looked at her. "You got distracted, Pinkie Pie. I was trying to talk to you!"

Pinkie focused on the upside down face, her eyes wandering over the details. It sure looked like Dashie. "As I was saying... I'm not Rainbow Dash. But I want to be your friend. Rainbow is happy, Pinkie. You should be happy too. And I can help with that..." Pinkie felt a hoof under her chin as her caretaker tilted Pinkie's head back and gently pressed their lips together. So this is what it felt like to kiss like this. Pinkie realized that she was currently kissing in the same position Rainbow had been in just a few minutes before. It felt... nice. Her eyes were pressed against a strong cerulean chest, and her mouth felt something warm push into her.

The tongue was warm, wet, and shaped like Dash's was. It wasn't hot and frantic, but more soft and gentle. The kiss wasn't meant to be passionate, just soothing. Pinkie held her tongue back at first, afraid of what was happening. Afraid of what she was feeling. But as the curious appendage stroked her mouth, Pinkie slowly relented. Her tongue moved forward and felt Dash's dance carefully down her length. This wasn't Dash. She needed to remember that. This was... her other friend. And she was trying to make Pinkie feel better, she was trying to give something to Pinkie. Pinkie didn't like to turn down gifts...

The changeling pulled them both out of the kiss, giving her a chance to breathe. Pinkie searched the Not Dash's face. What was she feeling right now? Was this just another trick? Or did she mean it? She looked pretty serious. But she had tricked her once before. Not Dash spoke up, trying to help her. "I know your confused. I can feel it. But I'm not trying to trick you, Pinkie Pie. Not right now. I just want to help you right now. I'm going to dispel the venom, to release you from its magic. Please don't try to talk to Dash."

Pinkie felt her friend move it's mouth down her neck, and felt a brief sensation of pain as two pinpricks pierced her skin. She felt warm all over, and tingly. It almost tickled. Then her friend let her go, and climbed out from under her leaving Pinkie laying on her back, staring helplessly at the ceiling.

She saw Rainbow Dash being lifted off the ground by some stretchy green ropes attached to her net suite. She was being pulled into a position like an X a few feet above the ground, facing down. Her wings were pulled up in an unnatural position, held tightly together by more green goo. The ropes were attached to each of her limbs and her head, being magically moved about as the other changeling was walking around and adjusting things. Rainbow slowly began to slide into a position over the bed as her partner kept tweaking the bonds holding her aloft. As Dash settled into position suspended a few feet above Pinkie, Pinkie saw her smile again as she pulled lightly against the ropes. Rainbow looked happy. Pinkie should be happy for her.

Pinkie's vision was obscured as another Rainbow filled it again. "Okay Pinks. My sis is going to finish with Dash's punishment, so I'm going to help you feel better. Now, If you want, you can make me feel good too. But you don't have to, I just want to help you." Pinkie saw Dash turn around, settling onto her body. Pinkies face was covered in a multicolored tail as Dash's blue rump pressed down into her face. Pinkie smelled something musky and strong, definitely not sweet, but it still had an allure. Then Pinkie felt a warm and wet sensation on her own behind as she heard the real Rainbow Dash let out a loud moan. She couldn't see what had caused Rainbow to make that noise, but she felt something that she imagined was similar.

A tongue was coating her delicate nethers in saliva, the wet slimy sensation worming its way into her body. Pinkie shuddered as she felt it lapping at her still slick cavity. Her friend was giving her a present. Pinkies lips began to move again as she tried to make a noise, anything to help express the wonderful pleasure her friend was giving her. A soft sigh escaped her and she felt her legs begin to twitch as she tested them out.

Now that she could move, she wasn't sure she wanted to. Pinkie closed her eyes and took a deep breath of that thick smell, just feeling everything around her. She relaxed her body, and felt the tail gently swishing across her face. She heard Rainbows moans from somewhere above her. And she felt the comforting warm pressure that ran along her body as her friend kept gently massaging her warming canal. Pinkie tried to think.

Her best friend was happy, she could hear that. She had a new friend who was trying very hard to make her happy, she could feel that. And her new friend maybe wanted to feel happy, too. She could smell that. Pinkie Pie always tried to make her friends happy, and this was no exception. Making the decision, she pressed her snout into the soft flesh above her, eliciting a squeal from the surprised Dash. Well. Not Dash, her newer friend.

The flavor was strange, not something Pinkie had expected. It was bitter and heavy, reminiscent of the smell that now filled her senses. Pinkie carefully stroked around with her tongue, doing her best to mimic what her new friend was doing to her. She was slow, she knew how delicate this part of a pony was. Carefully exploring her new friend, she wondered if Dash tasted the same. If Dash felt the same inside as this changeling did. The thought made her feel more warm and tingly, and she heard another of Dash's moans. Dash was being loud, unable to hear anything except her own voice.

The firm roving pressure between her legs found a new target, a little nub of flesh nestled within her lips. When her friend found it, Pinkie opened her eyes and gasped. The feeling was an electric shock that made her tingle all over, and her friend kept gently rubbing it with her tongue. Pinkie felt the shock revitalize her sleepy body, making her feel lighter as it graced her muscles. She quickly recovered from the initial surprise, and began to search her new partner for the same little flap of flesh. Pinkie was going to make her friend feel good. She was going to make her smile.

The little nub was located at the tip, where the fleshy folds met. And when Pinkie found it, her new friend groaned. She sounded the same as the real Dash, just quieter. Pinkie wanted to fix that. Pinkie sucked lightly on the little nub, making her friend twitch a little. Her quaking body rubbed up and down Pinkies underbelly, pushing her nipples around as she shook. Pinkie felt another tingle of electricity as her friend tried the same on her, and this time Pinkie quivered. The gentle give and take between her and her friend began to drown out Dash's heated cries. Pinkie didn't even notice when Dash screamed loudly, and then was silent for a while. Pinkie only felt the warm intimate kiss of her friend, and her own giving caresses.

Pinkie began to feel that rising fluttering feeling had before. She wasn't ready to stop, she wanted to keep feeling good, she wanted to make sure the pain didn't come back, so she fought it, tried to push it down. It slowly bubbled hotter, pushing itself deep within her, and she held it at bay as she made her friend mewl softly into her moist inner thighs. Pinkie found herself smiling, maybe even crying in relief as she felt the last of that icky feeling go away. She was fighting back the bubbles now, just trying to prolong this wonderful experience. Pinkies snout was wet and sticky, her vision was blocked by a brightly colored tail, it was difficult to breathe, her mouth was tired, and she was happy.

Her friend squeezed tightly and probed deeper pushing her hard tongue well past Pinkie's inner lips, and exploring her depths. Pinkie squealed into her friend as the bubbles became too much for her to hold back. They started down low where her friend was kissing her, and spread to every corner of her body. She twitched and pulled her snout out of her friend to snort, sucking in air. The cool air rushed into her lungs, and the rainbow tail blinded her eyes. She didn't mind at all.

This time, Pinkie came with a laugh, the bubbles tickling her body up and down. She squealed and snorted, flailing and kicking with her legs. The bubbles began to pop, each time sending a shocking electric arc through her body. She hugged her friend tightly and pressed her head sideways against her friends rear, getting her ear all covered in slime. Her friend stopped what she was doing and watched as Pinkie laughed and cried while holding her head to the changeling's rear like a pillow. Pinkie felt great, all the horrible feeling was washing away with each electric pop, getting replaced by a wonderful wash of relief. Eventually the last bubble popped and Pinkie relaxed, collapsing in a giggle fit into the bed. Her friend looked back with Rainbow's face in disbelief. "Pinkie Pie, you are so random..."

Pinkie took a moment to let her giggles subside and catch her breath. "It's okay, Not Dashie. You don't have to look like Rainbow anymore. I feel better now. Thank you." Her friend dropped her disguise and snuggled up next to her. Pinkie didn't feel scared of her anymore, nor did she feel horrible when she thought of Dash. She couldn't have Dashie, but she could have somepony else.

Her friend started to dutifully lick her, trying to clean her messy head. Pinkie giggled and joined in too. Soon they were both giggling and trying to clean each others faces occasionally stopping for a moment to look at each other, and then breaking into laughter at each others sloppy faces. They weren't making much progress, but they were both having fun.

Pinkie liked this, just playing with somepony and not worrying about anything. She had been trying to be happy for the past few days and it had been hard. Almost forced. This wasn't forced at all; it felt natural and she didn't have to try and smile. They were friends, maybe closer than friends. Pinkie knew that her crush on Rainbow had been forcefully replaced, but she didn't care. She was just happy and relieved that her friend was fine and she was fine and she had a new friend who was also fine. Maybe she could make another new friend? Rainbow's partner seemed to be friendly with her sister, maybe she would be friendly to Pinkie. Pinkie didn't really want to be treated like Dash liked to be treated, but maybe the changeling would be nicer to her.

The changeling began to cuddle her again, abandoning the plan of grooming the silly pink pony. Pinkie's eyes drifted up to Rainbow, suspended in the air and held in that awkward position. She was quiet now and the changeling was resting on top of her, smiling at Pinkie as it lightly stroked Dash's belly. The changeling and Pinkie stared at each other for a while, trying to figure each other out. Pinkie guessed that the changeling was too far away to sense her emotions, so it was trying to read her face. She giggled at the thought of reading a face that had words written all over it like some kind of ridiculous book. That would be ridiculous.

The changeling wrapped itself around Rainbow protectively at that, and gave Pinkie a concerned stare. “I know we might look funny, but you shouldn't laugh at us. We're happy, and Dash wouldn't like one of her friends laughing at her like that.”

Pinkie giggled some more at that. The changeling really didn't have any idea what she was feeling that far away. She'd have to remember that for her pranks. But she should probably let it know that she wasn't laughing at Rainbow. “I wasn't laughing at you, silly. I was just thinking if you could be my friend, then I saw that you didn't know how I was feeling. So I imagined you reading me like a book, and then I saw a book all over my face and you scrunched over it trying to read the words, but I kept moving because I was laughing, and you had to bob up and down with the book on my noggin in order to read it. And then you were bobbing too, and then somepony else saw and thought we were crazy!” Pinkies friend was laughing at the exchange, being more than close enough understand the pink pony.

“That's... nice...” The changeling seemed unsure how to take this.
Pinkie thought she had been pretty clear, but sometimes she needed to clarify what she was trying to say. At least that's what Mr. Cake usually told her. “So what about it? Can you?”

“I don't think I want to read a book on your face.”

“I meant can we be friends?” Pinkie was hopeful.

The changeling relaxed her hold on Rainbow and let her legs dangle idly over the bound pegasus. It pondered the question for a while as Pinkie waited patiently. It closed its eyes and laid its head down on Rainbow's, apparently in thought. After a moment of thinking, it raised it's head and addressed her. “I'm going to need to talk to Rainbow for a while. Can you keep very quiet while I let her hear? We aren't supposed to let you talk yet to her yet, and I'm not sure if I want her to know you are here.”

Pinkie could do that. She wasn't sure that she was ready for Dash to know she was here yet either. “No problemo! Cross my heart, hope to fly, stick a cupcake in my eye!” The changeling gave her another strange look, and her friend holding her giggled.

Pinkies friend whispered into her ear,“I can help you keep your mouth shut, if you want.”

With a smile and a laugh, Pinkie let her friend help keep her mouth shut. Out of the corner of her eye, she noticed the changeling whispering to Rainbow and Rainbow whispering back. They sure had a lot to say. But Pinkie didn't mind that, it gave her more time to play with her new friend.

After a few moments, the changeling spoke back up. “If my sister has no problem with it, we can work something out. Do you object, sister?”

Pinkie's friend left their game to address her sister. “As long as you understand that she is a friend, and not a pet. And would you object if I was friends with Rainbow?”

The changeling smirked as it replied. “Of course not. You may be friends with my pet, but only as long as you understand that she is my pet. No one elses.”

“Yes! Now we can all be friends! So now that I have two friends that are changelings, I have to call you something different. That way I can tell you apart and if someone were to write a story about us it would be easier to do because then you would have names!” Pinkie was pretty excited about this whole thing. She loved getting new friends. And now her old new friend was going to be friends with her best friend, too!

Rainbow's partner didn't seem as excited about the prospect of being called something. “I am a changeling. I take whatever name I need. If I was supposed to be named, then the Queen would have named me. My pet can call me ma'am, or master. I don't care what you call me but it won't be my name.”

Pinkie was unperturbed by this statement. “Well let's see. How about... Glimmer? Alternate? Paradox? Warpy? Wrapy? Dominique? Ooh! Twilight! No, wait, there's already a changeling named Twilight. Lets see...” Both changelings looked at each other in momentary panic. “Strap? Flitter? Bubbles? Bright Eyes?”

Pinkie's old new friend interrupted her. “I like Bubbles. Can I be Bubbles?”

Pinkie stopped naming names and turned to look at Bubbles, her old new friend with wide excited eyes. “Now you're Bubbles! And do you know what that means?” Pinkie started to get a maniacal smile.

Bubbles didn't know, but she seemed excited anyways.”That I have a name now? My own that I don't have to steal?”

“Well, yes... And it also means that you need... A 'Congratulations on Your New Name' Party!” Pinkie shouted the last bit, and gave bubbles a mighty hug. “And we can invite all of our friends!” Pinkie began sorting party supplies in her head. They could make the cake and punch in the kitchen, she had an emergency stash of banners and decorations hidden behind the statues in the grand hallway, and the changelings had her party cannon somewhere. She would have to ask for that back. Or get her spare one stashed in Princess Celestia's sock drawer. It was more like a sock swimming pool with a cannon buried in it.

“I'm not sure that's a good idea yet...” Bubbles was pensive about this whole party thing.
The other changeling in the room lifted off of Rainbow and fluttered down to the bed. “Actually, it might be a good idea. We couldn't invite all of her friends, but maybe we could ask Twilight to bring some over. My pet and I could visit in real capacity. I know it would make her very happy to see that most of her friends were safe.”

Bubbles still wasn't convinced. “But Pinkie doesn't feel much different than before. It feels much the same except I can kiss her now. Not that I'm complaining, but I'm not sure she's ready to see Twilight yet.”

Pinkie looked between the two changelings in confusion. What were they talking about? Why did Bubbles seem to not want a party?

“Sister, when Twilight came to speak to Rainbow, I wasn't completely sure if Rainbow was eventually going to be willingly bucking me or kill me in my sleep before that happened. Pinkie is harmless as far as I can tell. Twilight should see her, you were worried over nothing.” The changeling then broke into a very wide grin. “But I sure had a lot of fun.”


Pinkie's party was a huge success. Twilight and Fluttershy came together and brought two new changelings with them, and Rainbow came with her caretaker. Gummy and Bubbles had helped to set up the decorations and Pinkie had been allowed full access to the kitchen in order to cook. She noticed that some of the castle staff was working in the kitchen again, but they mostly stayed away from her. It was too bad, they would have been invited to the party if they would have talked to her.
Twilight had visited her earlier and explained some things to Pinkie, like what had happened to her and what she wanted Pinkie to do. She also explained why Applejack and Rarity couldn't come to the party. They were still having problems, and until their caretakers or the Queen said they could meet their friends they had to be kept separate. Twilight had even asked for help finding Spike earlier, since Pinkie was so good at finding missing reptiles. Pinkie had tried, but as far as she could tell Spike wasn't missing, so she couldn't find him. Still, she kind of wished that Applejack, Rarity, and Spike could have come to her party.

Twilight and Fluttershy were talking to Bubbles and Rainbow's caretaker while Pinkie was catching up with Rainbow herself. Twilight had wanted to talk with them about something important that Pinkie and Rainbow already knew, so they had decided to joke around for a while.

“So how did you convince bubbles to let you make cupcakes so early? My friend was kind of mean back then.”

“Oh! I just asked. It was really easy. Did you ask to make cupcakes Dashie?”

“You know? I guess I didn't. It... uh... never occurred to me. But anyways, thanks for the cupcake. It really made a bad day better.” Rainbow seemed a little nervous about that, as if she had just wanted to say that and it was done now. Pinkie giggled a little. Rainbow had never been good with mushy stuff.

“Actually... You did something that made a bad day of mine a little better. Eventually it became a great day!” Pinkie couldn't help it. She really loved playing pranks on Rainbow. Besides, she kind of owed Dashie some payback for how she had felt earlier.

“Naa. I didn't get to do anything cool like that. Mostly I just stayed a prisoner until I made friends with that changeling.” Rainbow was looking a little nervous.

“You don't remember Rainbow? But it was my first real kiss! You used your tongue and everything!” Pinkie looked at Rainbow innocently.

Rainbow's eyes opened big and blinked a couple of times. “I've... only kissed... my caretaker...” Her voice got very quiet, “and her sister...”

Pinkie leaned in close to Rainbow and giggled into her ear. “Bubbles is her sister. And you didn't kiss Bubbles. I really liked the net suite by the way.” Pinkie then leaned back and smiled, watching Rainbow's face.

First her eyes widened as she forgot to blink. Then her mouth opened and closed a couple of times like a fish as her fur slowly turned more and more pale. Her wings shot out in an instant, and she stopped breathing. Soon she became very still as the color drained from her. Pinkie couldn't stop laughing and was soon rolling on the floor. Rainbow's caretaker saw what was going on and quickly excused herself from her new friends.

“You told her? I wanted to see when you told her!”

Pinkie was too busy covering her fur in floor confetti to care. Yeah, it was a little mean of her. But she had been pretty upset with Rainbow and her caretaker, and now she had gotten her revenge. Hopefully Dash would just try to get her back with a good prank. Dash would still be her friend, it was just another embarrassing secret that Pinkie knew of hers. Besides, it's not like Pinkie asked Dash to make cupcakes with her or anything.

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