Twilight groaned in her sleep a thin sheet damp with sweat hang in clumps over her withers and twisted around a foreleg hardly offering her any protection from the chill of the night. It was not the most restful of nights for the alicorn mare, she suffered her heats poorly at nights but was more active in the day then most of her peers.

Spike slept soundly a smile on his face as he dreamt a simple dream wherein he tried to order coffee and donuts at sugarcube corner and kept getting sidetracked by small talk from the rest of ponyville's residents. Like most dreams his was meaningless and he would forget it in the morning or it would sink into his mind as a half remembered day that never actually happened.

The door slowly swung open in the dim light of the castle and a shadow slipped inside, darting forward to inspect the pair at their most vulnerable. With a nod a pair of shadows snuck into the room there movements inaudible next to the dragon and the alicorn’s quiet snores, picking up the dragons bed they left with the slumbering drake the door swinging closed without a sound and the shadow was alone with Twilight.

Chrysalis had a plan, a wonderful awful plan. In a sickly green glow the sheet was untangled from the purple pony and discarded onto the floor without a reaction, she was hardly warmed from the linen regardless.

Slipping into bed with the mare Chrysalis pulled the pony into a spooning position, feeling the sharp chill of her sweat coated fur followed by the intense warmth of her core. Twilight unknowingly pressed herself against the changeling her rump, neck and head pressed against the chitinous body of the larger equine as she was pulled into a her embrace.

Chrysalis basked in the comfort and warm pleasure as she fed off the mare's unknowing love, this was the way most Changelings fed after all, they would often sneak into lonely ponies beds at night and hold them close or be held sneaking out before the pony awoke and leaving nothing but an odd sense of satisfaction and comfort for the pony as they met the day.

Chrysalis had done this for the past five weeks holding her enemy close and feeding off her love, she had become accustomed to her emotions, her mannerisms and most importantly her body. After what must have been a half hour Chrysalis masterfully snuck a hoof out from under her unknowing bedmate and loomed over her inspecting the little alicorn as she drooled softly, her back leg would kick softly each time she spread out her wings and her coat glistened with sweat from the heat that the mare had just entered.

Moving a sleeping pony was almost always a hassle, they would often start to wake or kick out but, much to the changeling queen's pleasure, Twilight was the rare kind of pony whom moving them around while they slept did not rouse them from the Night Princesses embrace. Moving the Princess onto her front with her back legs hanging over the edge of the bed the queen breathed deeply smelling the faint musk of a hot and bothered pony.

It was a shame she thought that Changelings could not detect the many pheromones a mare in heat, or even a horny stallion, would produce. Honestly Changelings had very primitive olfactory senses and a faint surge of excitement filled Chrysalis as that fact would soon change for her.

Lifting the tail of the sleeping mare before her Chrysalis pressed her muzzle to the only slightly damp marehood before her with little ceremony and hummed softly feeling the mare moan softly as her dreams no doubt became much more interesting, opening her mouth and drawing her tongue over the lower lips of the mare before her Chrysalis did her best to ignore the flood of information about the mare that filled her mind. High suger intake, poorly hydrated, virgin, blood type Up.

Sighing softly the queen pulled back from the quickly damping marehood unable to enjoy molesting her enemy while the predatory side of her brain analysed the sweat lubricant of the alicorn for factors that might impact her impersonating the pony.

It would be useful if she simply planned on replacing the mare but it was worthless for what she had in mind. Rolling her shoulders and neck she gripped the mare's hooves hindlegs in her magic and pressed them together tightly smirking as she watched the lips of her pussy press together.

Lowering her head and opening her mouth wide she lifted the hooves to her maw and pressed forward engulfing the smaller ponies hindlegs. Pressing forward slowly the queen felt her jaw strain before it dislocated and the Princess slipped deeper into the changeling's slick throat.

Reaching her thighs the queen readjusted herself grateful for the sweat coating the soft fur for making her far more easy to swallow, her neck pulsing rhythmically as her powerful muscles pulled the pony deeper. Twilight's thighs and rump where reasonably strong from a moderate training regimen given to her by her mentor but a layer of fat hid the little mares surprising physical acuity from most ponies notice.

With agonising slowness Chrysalis reached Twilight's fair sized hips, wide and enticing she seemed like a perfect breeding partner or broodmare. Unfortunately for Chrysalis this was also the worst part and would leave her sore for a while, with a grunt of discomfort that did not quite reach pain the queen engulfed Twilight’s wide hips and moved onto the rest of her body the changelings gut clearly distended from the immense size of her consumption.

Her horn glowing green once more she realigned Twilight's wings pressing them firmly against her purple sides before she reached them and felt them enter her mouth becoming heavy with drool and tickling softly as they passed down her throat. Half way now Chrysalis picked up the pace feeling the alicorns hooves fill the void in her middle the purple visible through her slightly transparent green belly.

It was not long before Twilight's wings were completely consumed pressing wetly against the green, drool coated thought of the changeling as the powerful muscles pulled the purple pony ever downwards into Chrysalis. Folding Twilight’s forelegs Chrysalis felt her jaw widened yet again as she strained to consume the powerful purple pony.

“Huh, wha...” Her eyes opening wide the queen lit her horn and pulled the pony into herself swallowing quickly as the Princess was pulled deeper into the changeling.

“Wait!” The purple mare tried to kick her legs and flare her wings but barely managed to form a bulge in the soft chitin of the queen consuming her little more then her neck and head still exposed to the midnight air.

Stunned from the strange sensation of warm wetness coating her body and pressing down upon her the alicorn could hardly respond as the changeling threw her head back and swallowed powerfully her mouth closing around pony head all Twilight saw was teeth shutting less than an inch from the tip of her muzzle as she was pulled into the throat of the Queen of the Changelings.

Her belly painfully distended the Queen fell ungracefully onto the soft mattress of Twilight's bed groaning as her body begin to shift. Changelings do not have digestive systems, they had the means to eat but not as nourishment and only as a cover for their disguise. Any food eaten would be pressed together inside a changelings ‘stomach’ and would be expelled in the same state they entered.

That was not what Chrysalis had planned however and she gasped hotly as her body shrank compressing against the pony within, her wings vanished in green flame unneeded for what was to come and twilight almost blacked out from the sudden sensation of pure magic coating her skin.

Chrysalis moaned wordlessly as her organs dissolved most unneeded and her brain spread out across her body. Twilight's hooves were pushed forward and slipped like a glove into the changeling queens malleable legs a wave of fire turning the holey chitin into an exoskeleton for the mare within.

Twilight blinked when she found herself looking at her room rather than the wet green insides of the changeling who ate her but gasped in shock as she noticed her muzzle had a dull black sheen and gagging as Crysalis invaded her mouth and throat connecting the two deeply. With a crack Chrysalises back opened and Twilight's wings burst forth a coat of glowing green fluid dripping from the feathers as the carapace healed around the base of the wings forming a seamless seal around the wing joints.

Drawn from her shock with a sudden moan Twilight looked down to watch as a marehood that closely resembled her own had formed in a flash of green fire. It would be a perfect match where it not for the slick black lips and soft green flesh. With a squeak at the sudden intrusion Twilight pressed herself into the bed as Crysalis spread her pussy lips around a thick tendral that sunk its way into the purple mare until it pressed against her cervix and began the swift task of connecting.

Twilight bit down upon a chitinous hoof as she felt her nerves intertwine with Chrysalis and almost missed the odd sensation of her ass being spread open and connected to the forming hole just over her new marehood. With a spasm of movement and her new pussy dripping a thick green lubricant Twilight and Chrysalis finished their transformation.

Her analytical mind ran wild as she panted softly on the ruined sheets of her bed and it took a few moments for Twilight to compose herself as she picked herself up and rushed to the bathroom her horn, one of the only things exposed on the mare lit up as she swiftly moved to her mirror.

She looked at an oddly familiar face only comprised of black soft chitin. Her eyes were bright and purple and her purple horn stick out proudly from her head but her mouth had prominent fangs and when she gasped at the sight she saw her thought and tongue where green.

Breathing deeply in an effort to scream she was shocked when her face relaxed and she softly let out the air in her lungs and smirk on her lips.

“A bit shocked Twilight?” The ensnared mare felt her mouth move and form the words that she did not speak. “I can understand that, the experience is a bit intense after all but you and me are going to be rather close from now on” the queen practically purred her words as she clenched her marehood causing Twilight to gasp and moan as the changeling allowed her to speak.

“W-what are you doing? How did you do this” the aroused mare asked panting softly

“I am just getting a tiny bit of payback my adorable little pony, as for how, it's a simple transformation this is after all the true from of the changeling.”

“What?” The studious mare asked confused the back and forth proving strangely natural to her as she shared a body with her foe.

“Oh you don’t know? Let me tell you about the changelings my dear Twilight, what we were truly made for.”

Author's Note

Expect one or two more chapters from this to be finished in the next few days.

Don't forget to like and fave, Changelings may feed on love but I feed on views and likes!

I think Biological Armour is my new fetish.