"So what are her weaknesses?" Luna had awoken and joined the little group as they planned, having come in to find the most odd-looking pony she had ever seen. "What we mean is, are there things that we can goad her to do, or play to."

This level of guile was beyond most of the ponies. Except Long. "Pride, single mindedness." He still looked a little deflated at having discovered the queen of his hive had been using and abusing him, warping him to do things he didn't want to. "If you can get her distracted by her pride, she forgets nearly everything else."

Gel looked at his former teacher with surprise and new found respect. "And don't forget revenge. If she thought she could have Twilight, her friends, and Princess Cadance, she would gladly spend the lives of her entire hive."

Twilight shuddered, enough that Gel felt it and looked to her with a worried glance. They were both getting used to the two-head thing, but for Twilight it was at least meaning he didn't have to stuff so much of himself inside her. Her flank twitched as if in response to her thoughts. "She is a terrible leader." The words got gentle nods from all present and a kiss on the cheek from Gel. "What…"

Gel couldn't believe what he had done. In front of all the ponies Twilight respected, he had just made a gesture that could be unmistakably a showing of interest toward her. The kiss back he got, on his own cheek, was something that at once broke his world and at the same time made him almost swoon.

A glance around the room revealed to Twilight that most of the ponies were ignoring the gesture, but just before she dipped her head down to examine a map, Twilight saw the white alicorn's smile widen a touch. "How are we going to avoid their gaze?" It was something that bugged Twilight, she hated the idea that she might be forced to just surrender or worse, hurt another pony.

"I have a plan for that, actually. Long…" Gel leaned sideways, flowing over Twilight's head and having to push a lot of mass back into the mare. He was gentle, but still gagged her while she felt him swell inside her. "Okay Long, try it."

Gel stepped Twilight to the side and looked up as his former mentor approached. "Gel." Long's eyes began to glow softly. "Hop on one leg."

The moment Gel saw the stallion's eyes start to glow he adjusted the coloring on his 'eyes'. Long watched as his target seemed to flicker and become a highly reflective silver.

"Oh darn…" Long lifted up on two legs, then onto one and began hopping.

Twilight had been able to see the whole time, the purple glow had never manifested though, beyond the first glint. She tried to speak but found her throat and mouth unable to work properly. Words came in her ear. "My princess, Twilight. Don't be mad if I say it here, please don't." The purple alicorn's attention was straining for his words, part of her deep inside wanted to tremble until he spoke again. "I love you." With that, Gel withdrew, flowing back out of Twilight and leaving her making a little gasp as she felt empty again.

Gel looked sideways at Twilight. He had to say it, he wanted to say it again and again. Keep saying it until he couldn't say anything anymore.

Twilight was blushing but she couldn't deny that the test had worked. Her snout twitched into a smile. "Okay, so that is one less problem and better, it turns their own power against them."

The light dose of his own influence faded from Long and the changeling shook his head, dropping back to all fours. Celestia stepped over to the still-confused changeling and curled one wing down and over him. "It does give you away, quite a lot."

"I can protect just Twilight if I just reflect with my eyes, but then I will be at their mercy." Gel couldn't keep from looking at the mare that was right beside his head. He had an urge to flow back over her and carry her far away from here, from the danger of the hive, from any danger at all. But that wouldn't work. Not with a mare whose heart was so open.

"Why does this changeling not protect another princess instead, my sister perhaps, or myself?" Luna's careful words were accompanied with gestures to Celestia and then her own chest. "Surely it would be best to throw our strongest at this threat?"

"No, sister. We must stay here and protect Equestria as we can." Celestia smiled at her fierce sister, pride in how much she had grown since the… incident.

Luna looked to the north. "What about our niece? She defeated Chrysalis last time." Luna blinked at the frosty reception to that comment. "What…"

"Sister, think of what would happen if Chrysalis managed to capture Cadance." Celestia stepped over to her enthusiastic sister. "If she did harness her energy, her pure love, we would lose far more than the badlands."

The princess of the night paled at the thought, giving a nod. "We see your point."

There was, of course, an elephant in the room. Everypony knew it was there but nopony wanted to say it.

"So, we try and get Chrysalis so blind in her need for revenge we… what?" Gel broke the silence. Nopony wanted to say that Twilight was technically expendable in this, but she really was the least dangerous to lose princess should the plan go very south. "What are we to do to her?"

"Horn blocker?" Rarity piped up, the advice was sound. "It would shut down most of her powers. Could you give her a good swift kicking then?"

Gel pondered this but it was Twilight who replied. "A good plan, do we have one that can stop princess-levels of power?"

Luna and Celestia shared a guilty look between them. "There is." Luna looked down at her hooves. "I had it made, after I was more myself again. Tia?"

Celestia's horn glowed for a moment and a small box appeared. It had an image of Nightmare Moon on it. "Are you sure, Lulu?"

The dark princess nodded. "This upstart is a greater threat even that we were. We ponder even, the idea, of embracing that darkness again and aiming it at them."

A collective gasp rang out and Celestia wrapped her sister up in a wing. "Lulu, no, nothing is worth losing you again." It was clear it took a lot for Celestia to say the words, but Luna could tell they were sincere.

"So we cap her horn, lock her magic up and…" Gel fumbled for an idea but instead got a laugh from right beside him.

"And then, my prince, you grab her and restrain her." Twilight looked in Gel's eyes and the changeling could see that although this was the best solution, she didn't like it either.

Gel Pattern had settled himself back over Twilight's head as she left the room, the sensation of him sealing around her mouth and eyes, of him filling her passages and reclaiming the space inside her, made Twilight shudder in a most distracting way.

"Mine now." Gel whispered softly in the mare's ears, walking them both along. "Are you okay with this, Twilight? I will go alone if you are not."

The muffled sound reminded the changeling of how much he had sealed her up. "Ugh, you are so restrictive sometimes." The words held no accusation in them, Twilight merely was stating a fact. "No, we go together. I like you too Gel, I am not sure even what love is, yet, but maybe you can teach me?" The words were a little corny, even to Twilight, but she meant it.

"Oh, would my student like to learn how a mare's body works?" Gel offered playfulness to the princess and got it back.

"Teacher! Please show me, it confuses me so much." Twilight failed horribly at playing coy schoolfilly, but Gel didn't care. The mare felt a touch on her nose, as of lips pressing there.

"We had best get to the classroom fast, we wouldn't want to be late to your first class." Gel gave her flank a squeeze, getting a gasp from Twilight as she took control of their legs, trotting them quickly toward the guest room she always slept in. No sooner was the door closed behind Twilight than Gel's voice spoke up again. "Miss Sparkle, you are late, how do you propose to make up the time to the class?"

The mare squirmed within Gel. "But, teacher… I couldn't help it, a naughty stallion delayed me in the hall…" Twilight tried to go for wheedling tone, but she found her acting improving enough that she almost made the words believable. An ache in her back-end was encouraging her to act in a way she never had before.

"Just this once I will let you off, now, please be seated." Twilight moved at the command, sitting down and jumping back up quickly. As her rump had hit the floor there was a sudden, sharp pressure inside of her. "Miss Sparkle, is there a problem."

Twilight gave a soft whine and sat down again. The moment she did she started to squirm, Gel was working inside her.

"Now, we were paying attention to a mare's body today, particularly around her mons and her udder." Gel's words had Twilight blushing. Of course she had gotten the lessons back in school, but Gel was a much more interesting teacher. "The mare's mound, or petals as some stallions would put it, is a good starting target to bring a mare to excitement prior to penetration. Simply stroking," Twilight stood up again sharply as she felt Gel do just that, "is a… Miss Sparkle, sit down!" The alicorn's back legs folded under her and she found she couldn't move them once she was seated.

The attention returned and Twilight gave a moan.

"Note the mare's excitement will be expressed verbally, as well as in other ways. She will start to moisten her passage, the lips will swell with heat and a delightful scent will start to be issued." Gel had found the most curious book, he was quoting it nearly line-for-line, but adding some of his own improvisations too, particularly in the way he massaged Twilight's mound.

Twilight panted and whined, she wanted to get up and move, to turn and offer herself to the wonderful stallion she imagined working on her. But she couldn't. Gel had locked her body in place, pinning her down. "P… please, deeper." Twilight managed to moan out.

"What is that Ms Sparkle?" Gel's words had her blushing, how had the changeling even known about this fantasy?

"I want you… ugh, please…" Twilight felt the all-over touch of the stallion seem to focus at her groin still, but now it was a little forward of her mound.

"Moving on. With the mare suitably stimulated, a stallion could immediately climb her back," as Gel described it, Twilight could feel the sensation, of a strong belly pressing down on her back, of her body being forced down. She was soon lying on her belly, feeling trapped in a way that had her heart racing in anticipation, "but instead of that, good students, I urge you to consider your mare's needs above your own." The weight was gone, the feeling of being mounted lost. Twilight whimpered softly.

Gel slowly started to press in on Twilight's udder, it was so small and compact, having never seen use, that it wasn't a big target, but the moment he began to squeeze and massage it, gripping to her teats and giving them a slight tug, he felt that he was on the money. Twilight bucked, hard. Or tried to. Gel held the mare still as he kept up his stimulation. Slowly, tentatively, Gel pressed in on her mind, starting to drink. He almost shuddered and finished her off on the spot. The amount of pleasure and the quality of it had her almost blindly pouring out her love, the fact it was aimed at him only made it better.

He tried a few times, to focus enough to continue the game, but Gel didn't have it in him. He was lost in the mare's love as much as she was lost in the sensations he caused. Gel decided Twilight had been left waiting long enough and slowly began to press down on her back again, matching the sensation to a stallion's belly, and then he simulated something thick and very stallion-like.

Twilight's mouth was open, she was panting, when the shape grew inside her she gave the softest moan. When the shaft within began to move her analytical brain shut down completely and the physical mare took over. She squeezed and massaged at the pony tool within her, she felt not only full from his size, but also that gentle massage at her udder and worse, she could feel him in her head, feeding. Twilight had never felt the desire to let a changeling feed from her before, but it was now very much something she found herself liking.

"Gel…" It was the last word the changeling heard the mare say before her brain exploded and her body flooded in endorphins, her passage clutching hard at the changeling's false length. He flowed up quickly and shoved into her mouth, causing her cheeks to puff out as she rode her orgasm. Gel didn't find his release as a normal pony would, the changeling drank at Twilight's. His own body felt afire with the lust and pleasure, he kept Twilight at her peak as long as he could until she finally slumped in him. "Gel…" When she repeated his name, she sounded very tired, drained and worn out. Gel found he really liked the way she sounded just then.

Slowly, the changeling flowed more of himself out of Twilight's body, feeling her trembles of pleasure at the extra bit of stimulation. He sealed over her eyes, he closed her stuffed mouth. He held her so she couldn't move a muscle. The changeling felt true happiness, love and desire for the mare he held safe.

Author's Note

Woops, I just noticed, this plot was progressing without Twilight getting off. There, fixed.

Also, I would like to ask for some comments. I have done this sort of thing in the past, weaving plot and, ahem, plot. What do ponies think?

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