The creature squirmed and wriggled, shedding the thick outer skin it had worn all its life so far. Something felt really odd to it, however. When it was a pupa, a little grub, it had been a soft fleshy body growing inside an outer, thick layer. Now… now it was less than solid.

"My latest creation."

Its awareness reached up to that voice, to the slight chittering sound of it. It felt… it felt safe, despite the trouble it was having keeping itself in one piece.

"The magic I poured into you, my latest creation, will see my revenge carried out."

The once-grub looked, for all that it could look, at the creature above it. Rising on long, hole-filled legs, the thing looked graceful. It had four of those limbs, a long, hard body and the most curious of thin wings. They were beautiful. It wanted to look like it, it wanted to be like it. Struggling, fighting against the nature of its almost-liquid form, the puddle slowly grew up before Chrysalis, becoming a smaller version of her.

It was almost perfect, except there was not a jot of color. "My newest changeling, my perfect infiltrator, you are going to need to learn, to grow. You will have the best teachers, the best food and, when the time comes and you clutch our victory, you will be at my right as we storm the lands of the… ponies."

The other changelings knew it was different, but Gel didn't care. He pranced among them, learning not just the regular changeling way of shapeshifting. No, it proved it could be capable of whole new tricks.

"Gel, pay attention. This host will be your first test for feeding outside of a pod." The leader that had been assigned the duty of training Gel, a changeling named Long Drink, gestured at the half-dazed pony mare. "Now, you want to be careful, this food is so close to being useless that it has barely any love left. You want to-" The leader was working through the usual instructions given to infiltrators, but Gel did something very different.

The almost-liquid changeling walked right up to the pony, staring into its eyes. Gel had learned to apply patterns to its body, to help it fit in with the other changelings, but that didn't mean it needed 'eyes' to see. Gel pressed forward, his nose touching the mare's. Something exciting stirred within the stallion and he simply walked forward.

Long stared in shock, unable to say a word as the changeling, seemingly solid one moment, flowed over the pod-shocked mare. She barely flinched as Gel pressed forward.

Examining her body as he moved, Gel felt her struggle to breathe and adapted, pushing some of his mass down her nasal cavity, forming up tubes within her so she could keep breathing. She seemed to panic a little when she couldn't see so Gel thinned his form as he pressed over her eyes, letting her gaze out at the world through the eyes of a changeling. As he worked over her back half he found curious differences between her body and what he had seen of changelings, or at least the changelings he had sneaked a look at. She had two holes, for a start, and when he pushed some of himself into them the mare tensed up and seemed to shift a little.

"Gel what are you doing?!?" Long stepped forward but had no clue what to really do about this. He knew the changeling that his queen had commanded be taught was odd, but this was way outside what Long had ever seen.

"Pony, you taste different than what is in pods. Why is that?" Gel had worked bits of himself down into her ears, his voice whispering directly into her ear drums. The mare twitched inside him. "Do you want to leave? I could take you outside, like this."

The feel as the mare nodded was not unpleasant to Gel. Her mouth opened then, the pony trying to talk but not a bit of air was able to leave via her vocal cords. Gel promised himself that he would need to test out some more things. In the meantime, he moved her limbs, directing their shared form toward the exit caves of the hive. He flowed into her parted lips, his body still having some extra mass, so he pushed a little more inside the mare, exploring her body in ways that nopony should ever put up with. But she did. "I like you, do you have a name?"

The mare, who had been walking with his steps, stopped helping him walk and slowly, she shook her head.

"Well, I will call you… Pattern. You are the first shape I will fully map." Gel gave what he thought was a reassuring rub around her ears, he had seen other changelings do that for each other and when he got a little, almost-silent wicker from the mare he pulled her lips into a smile. "There, we will be friends, you will see." Then he felt it, warmth, tingling happiness within the almost-broken mare. He was careful, tender to the point of softness. But he drank from her and it was all the nicer because, as he had been told, when you could convince a pony to love you, that was the best meal ever.

The bright sky almost startled her from her happiness but Gel felt it suddenly swell even stronger. "Are you hungry? What do ponies eat?" He relaxed himself, feeling her lift her leg to point off toward a nearby meadow. It was only a short walk and Gel helped her move. "Here? This?" Gel felt his head leaning down, lips grabbing up some of the wildflowers. It was a very new experience, to eat like a pony, but Gel felt in himself a need to experience more.

They walked around the meadow, Gel helping the mare to stand nearly completely after a few minutes, but that was okay, he knew what she really liked to eat and walked her to the patches where the adorable pink flowers sprouted. She flicked her tongue a little and Gel could feel the odd muscle keep flexing and moving. "What is wrong? You want me to free that part of you?" Gel's head nodded and he did just that for her, drawing himself back from that inner appendage.

The small concession was worth it, for the changeling. Her pleasure rose significantly with that part of her freed. Gel kept working with her air-pipes, finally finding just the right pattern to work them so she should be able to talk. "Try now, talking that is."

"I… oh!" The spike of pleasure from just this made Gel almost giddy. "Thank you… whatever you are."

"My name is Gel, I am a… different changeling." He whispered it just for her and she leaned down and got another mouthful. "What is it like? What is that part of you I freed?"

"That is my tongue, I use that to taste what I am eating, silly. With it all covered by… wait, that is really you?" The mare felt her head nod. "Oh wow, you are a different changeling."

"My mother, the queen, she wants me to train and do something called 'revenge', she seems to really want it bad." Gel's words could only be heard by the mare, since he continued to whisper right into her ears. Their foraging brought them to the small lake across the meadow from the hive and Pattern looked down into the water. Her reflection startled her. A changeling was looking back, directly at her. "What is… oh… that is you?" The changeling, and her own, head nodded. "This feels really strange, I… I can't remember much. They kept talking about how I was in a pod too long, are the pods the things that feel full of teeth?"

Gel folded her legs carefully, the pair laying down in the grass. "No, the pods… they make you feel happy. The teeth are changelings, some like to bite with… well with this." Gel reached into her, but he didn't bite. He didn't have to. She was still feeling happy enough to just comfortably feed him.

"Oh, do you… oh, you don't seem so bad as them. If they all did that it wouldn't be so bad! Can you… can you let me go?"

"'Go' go, or just let you go back to the pods?" Gel rubbed her ears again. She seemed so much nicer than most of the other changelings.

"I guess the first one. I don't want to go back to the pods. Pattern… I like that name, I can't… I can't really remember who I was."

Gel didn't reply, none was really needed. He started to explore her inner workings more, examining her throat and mouth, feeling it out, even flowing up into her nose and down a myriad of tiny tubes into other places in her head.

"That feels odd…" Pattern shook her head but then laid down, resting her body in the warm sun. She could feel the sun, not in her mane, or her fur, but Gel was warmed up around her and it felt nice to be out of the cold, damn hive. "Oh, hay, what are you do… ooooo…" Pattern wobbled and flopped to her side, panting a little.

"Exploring, you have a lot of passages and places." Gel was really just inquisitive, but when her upper body had been well explored he looked further back, finding one of those two holes to be quite stretchy and the mare within him seemed to squirm and move when he poked around in there. "Does this go deeper?"

"Please… deeper…" Gel noticed that Pattern's voice had a whole new edge to it and her love, when he tasted it, was a whole new order of sweet.

Since her request matched his inquisitiveness, he complied and worked more of himself inside, finding his way eventually blocked. "Hold still and relax, Pattern, I want to know about all of you." He pressed, pushed, teased and finally got that tighter barrier to open. He poured deeper into her, feeling the warmth of her body all around.

"Oh… please, can you… can you rub back… back down again?" Pattern sounded very out of breath now and Gel flexed in her throat, reasserting his tubes to make sure she got enough air. The poor mare panted in silence then.

He thought about the request, and how much she seemed to get sweeter when he did what she asked before. This was exploration and he was learning, so why not. He did a small ripple at first, from the entrance to her passage right up the length of him inside her. Her back legs kicked and her taste surged again.

Pattern's lips curled into a smile she didn't try to make. She was so completely filled by the odd changeling and, when he sent a ripple through her, she nearly lost herself right then and there. He repeated the action, the ripples seeming to run up and down now, and poor Pattern lost herself to the pleasure of her building orgasm in very short order. She felt wrung out, she was still so weak from being removed from the pod that the one rush of pleasure stole all her strength. But the changeling didn't stop.

Gel was quite interested now, he had felt her really burn with heat for a moment, magic rushing around her and through her. She kicked and bucked and he tasted the most delicious emotions yet but then it seemed to slow. He redoubled his efforts, adding extra ripples and swelling himself inside her, particularly deep in that odd chamber within.

Pattern's eyes were rolling up in her head, her brain was fizzing and sputtering as the strange creature that apparently was wrapped all around and, apparently inside, kept up their assault on her body. She didn't know where the fire within came from, where her body brought up these new, untapped reserves from, but she opened her mouth and tried to scream her pleasure, body bucking and bucking, only to be gripped tight and held. She couldn't move, she couldn't struggle and squirm. She couldn't tell the creature she wanted more and she certainly couldn't tell him to stop. In a flash of insight, just before an orgasm robbed her of all her focus, Pattern wasn't sure which she would beg for.

Gel felt when the mare seemed to 'leave the building'. Her pleasure peaked out, the sweetness reached a plateau. He liked the taste of her like this. "Pattern?" The mare didn't respond, at all. "Pattern are you asleep?" He had seen other changelings sleep, not that he had ever felt a need for it himself. "You can sleep, it is okay." Gel kept the 'special massage' going however, if it was keeping her so delicious he would keep her massaged for the rest of her days.

"Where is the mare you… did you eat her?" Long looked suddenly scared and took a step back from the odd changeling stallion. He looked bigger, more… solid. Long shuddered and turned to run.

"I didn't…" Gel had taken a moment to change her throat again, his own self pumping her lungs so he could talk from her mouth. "Oh well, come on Pattern, you can sleep while I relax back in my cave. Nopony will bother us there."

Pattern was dimly aware that she wasn't in the meadow anymore. Her body was surely at her limit, she thought, as she tried to buck and squirm. The strange changeling had even taken to breathing for her, her own ears unable to hear the words he had spoken from her throat. It was all like some kind of odd dream. Maybe she would wake up in a pod, or maybe she would wake up in her own bed… her bed from before she was in the hive. It was a dim memory, but she tried to cling to it as the changeling's work forced her to another orgasm, washing her consciousness away.

Author's Note

Whew, a new story, a new world. This will be pretty much pictured at the start of S5 and will follow this odd changeling as it discovers a world where it is utterly unique.

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