Rose couldn't believe the situation she was in. Pinkie was under her, smiling up at her. The pink pony had her hind legs wrapped around Rose loosely. "Go on..."

Rose glanced down at her new addition, a twitching and full stallionhood. It was light tan and mottled pink in places and leaked a bit of fluid with every pulse of her heart. She was excited, but... Was Pinkie?

Pinkie showed the physical signs of being ready. Her nethers were visible, swollen, and winking. She wanted it. But where was... the love? Rose felt no love radiating from Pinkie but the barest little whiffs.

Rose had thought sex was just a way of coaxing that love out, of liberating it from its confines. Maybe she had to actually begin first? She hadn't had to before. Pinkie was a force to be reckoned with. Maybe she worked differently.

She leaned in and nipped at Pinkie's throat, tugging at it gently as her tongue washed over the sensitive fur.

Pinkie giggled. Was giggling a normal reaction to affection? "Stop teasing me, ya silly. Go on!"

Rose felt disarmed. She felt... She couldn't do it. Her member softened and drooped against Pinkie's belly. There just was no love there. Why had Lyra been different? She didn't... get it.

Pinkie saw Rose's confused expression, and those lamentable tears. She reached up and gently brushed them away. "Aw, I'm sorry."

Rose blinked away some of them. "What are you sorry for?"

Pinkie reached down between them and touched Rose's member, brushing it. "See, I was testing you again. You really do love him."

Rose started at that, her member jumping in Pinkie's grip. "W-what? I mean... That..." She should shut up. She should shut up. She should shut up. "That isn't quite it." She didn't shut up.

Pinkie tilted her head. "What is it then?" She began slowly stroking the member. It felt... good. It was an odd thing, but Rose had normally ignored most of the feelings of the actual sex. She savored the pleasure of feeding. Pinkie wasn't feeding her, but it did feel... kind of nice.

She tried to figure out what it was even as Pinkie kept distracting her with those delightful motions of her hooves. "You don't love me."

Pinkie blinked. "Should I? Gosh, we barely met."

Rose blinked slowly in reply. It was true, they had just met, and she wasn't in any form of any of Pinkie's true loved ones. Then... why? "Why are we breeding?"

"Because it's fun?" Pinkie gave a slow squeeze with her skilled hooves, drawing some more of the fluid hiding within the pole to the tip. "We don't haveta if ya don't wanna. You're not having a good time, and if you're not having fun, then Pinkie's not gonna force that on you. Pfft, what am I, a villain?" She rolled her eyes. "So, onwards, or stop?"

The manipulation of her stallionhood was quite nice, but her.... her heart wasn't in it. She didn't think she could breed Pinkie. Besides, drones couldn't breed anyway, so what was the point, if not to feed? Fun? She had to conserve her energy, not 'have fun'. Rose flushed with building indecision and embarrassment. Why did stupid ponies get to just 'have fun' and not worry about anything?!

With a rush of green flames, Rose shed her fur, becoming a bipedal changeling, her scales glistening and chest heaving. She still had the bipedal shape, but she wasn't hiding her changeling nature. Her stallionhood had its own chitinous plates, though they were smooth and powerful. "Are you alright breeding with this?"

Pinkie squealed as if in shock, only to burst into more of those damnable giggles. "You look kinda scary. I like it." She squeezed with her hind legs around Rose. "Is it better that way?"

Rose didn't get it.

She deflated down below and it withdrew, her groin going entirely flat in her utter absence of drive to breed. "I can't."

"Aw." Pinkie wriggled free and hopped up. "But you were fine playing with Lyra?"

Rose frowned a little, a hiss barely rising in her throat. "Lyra loved me, in a way... It..." She didn't get it.

Pinkie did. "You were her dream come to reality. She was soooooo happy." She thrust a hoof at one of Rose's hands. "She couldn't stop talking about how wriggly and vulnerable she felt when you felt her with those. She felt so exposed and loved."

Rose gave a slow nod. It began to make some shred of sense to her. She was loved. She was a fantasy made manifest, and Lyra loved it. It wasn't a... true love, but it was intense, and it did feed her. Pinkie, on the other hand... "You don't."

Pinkie shrugged. "I can get hands myself when I really wanna, sorry."

Rose raised a brow from her faintly glowing eyes. "Are you certain you are not a changeling yourself?"

Pinkie laughed at the idea. "Oh wow, that would be crazy! Anyway, I think I'm certain you're not a meanie bad pony." She pointed at Rose. "So you're off the hook! But you'd better not hurt Noah. He's a nice guy." She spun around and pronked right out of Rose's little hovel as if everything was alright with the world.

Rose sagged against a wall, looking down at her chitinous body. She wanted Noah's true love, but if she lied, and he found out, he would be hurt and never trust or love her ever again.

Could she keep up the secret? She sighed slowly. She sucked at infiltrating.

She... was a terrible changeling.

Rose sagged to the corner of the wall. She had to come clean. She had to make their relationship, such as it was, free of deceit, so there was nothing to hurt him, and then her. If he was in on the secret, helping to defend it, then he wouldn't be hurt by it, assuming its revelation in the first place didn't scare him away or make him super angry.

Noah sat at his dining room table. He had the travel book just... sitting there. It seemed to somehow stare at him accusingly. He had gone to learn more about how to react to Rose's attentions and had learned almost nothing for the trip other than that Twilight was probably watching him, and... Oh, he wasn't likely to burst Rose in half or make her laugh if he did... go ahead.

Did he like her? Yes. He did like her. It was easy to admit at least that much.

A soft clopping knock came from the front door. He rose to greet it. "Comin'!" He pulled it open to reveal Rose. He started even as he chastised himself. Why should he be surprised a friend would stop by.

There was more to it. Rose was smiling a bit awkwardly. She wasn't walking on two legs. She was on all fours, looking like Twilight or any other pony in shape. "Can we... talk?"

Could they talk? "Sure." He waved her in and she trotted past him to let him close the door. "What's up?"

"I..." She licked over her lips, steeling herself. "I lied."

Noah blinked at her. "What about?" What did a pony have to lie about? Did she steal some of his cookies? Was there a rip in his book he hadn't noticed? He couldn't imagine any lie a pony could tell could be all that horrible.

She turned to face him. "First... I like you. I like you a lot." She spread her forehooves wide, sitting on her haunches. "I... want you to like me."

He smiled awkwardly at that. Using the word 'like' felt far less panic-inducing than 'love'. He could handle a 'like'. "I like you, a lot, Rose. Thank you, for being a friend." He sat down in front of her. "Is that what you're worried about?"

"N-no... I laid out... one more of those little hurdles for you, but it was invisible, and I didn't care if you stepped into it... but it wasn't fair. I..." She took a slow breath. "I'm not a pony."

Noah didn't get it. "You look like a pony."

She cracked a little smile. "I can do that. I can... be whatever you want."

"Be yourself." If she wasn't a pony, what was she?

Rose took a slow breath. "You're probably going to get scared, or angry..."

"Let me see." Whatever she was, he couldn't imagine it was that bad, right?

With a flash of green flames, an insect was left where Rose had been. There was no fur, flesh, or mane left. The curious creature gave the barest of smile. "Hello?"

Noah started. That was a pretty significant change! "Rose?"

"That's me." Rose dipped her head before she rose up to two legs proudly, flames licking at her arms as she reached out a new hand. "You don't have to come to me, Noah. I'm ready to... be with you."

The front door suddenly slammed open under the force of magic as Twilight charged in. "Stop right there, changeling!"

"W-what?" Noah's eyes wrenched over to Twilight. "Twilight?"

"Don't worry, I'll protect you." She tried to shove him away from the insect, but he wasn't having that.

He pushed back against it, going nowhere. "Twilight, stop this right now."

Rose sagged, ears going wide and down. "It's... alright." She had failed. She would be dispatched by Twilight, one of the mightiest guardians of Equestria. At least she could be proud of that, in a sense? She raised those new hands. "I surrender. Please don't hurt Noah or his things."

Twilight nodded with confidence. "Very reasonable. This way." She pointed out the door she had just charged through.

Noah stepped in the way of Rose's walk. "No." He spun around to face Twilight. "She isn't hurting anyone. Leave her the hell alone!"

Twilight looked baffled before she smiled with renewed confidence. "It's alright, Noah. She was just pretending to be someone you love. That's how they feed. You're safe now."

Rose felt new bitter tears forming. Her feelings, as muddied as they were, weren't just that. "No!"

Twilight frowned at the changeling. "No? I thought you gave up."

Rose crossed her arms under her human breasts, chitinous as they were. "I... lied to Noah, but I'm not lying now. I want to be with him. I want... to learn him, and..." Why was she so awkward at saying these things?

Noah could see her struggle, and knew it all too well. Seeing another socially inept soul try so hard made him sympathetic. So what if she was... a bug? She was showing more willingness to be with him, as him. "Leave her alone, Twilight." He blocked the view between the two.

Twilight clopped a hoof on the ground. "You don't understand! She's a predator!"

Noah thrust a finger up at his own teeth, sharp as they were compared to a pony's. "So am I!"

Twilight flinched back. "I..." She was losing that battle. She couldn't! She had to protect Noah. "I know you're very confused r--"

"--I'm not confused." He took a step towards Twilight. "I'm very certain. Leave her alone."

Rose came up just behind and a bit to the right of Noah. She reached out and touched his back. "She's not... wrong, Noah. I was... hunting you." A little bit from the book she'd taken made her smile. "But you won and captured my heart before I could attack."

Noah gave a little strangled laugh. He remembered that line. "Twilight, go."

Twilight took a slow step back. "Noah... I'll be nearby. Just... shout, alright?"

"I won't need it, but thank you."

Twilight stepped out, her magic drawing the door shut behind her.

Noah turned back to Rose, or the startlingly human-like bug that had been Rose. "I was worried a moment."

Rose blinked at him. "What by?"

He pointed at her. "I wasn't sure you... were actually Rose."

Rose blinked. That could have been true. She could have been a faker trying to pretend to be Rose. "How did you know?"

"That line." He suddenly started to darken in his cheeks, perhaps just noticing exactly how naked his companion was. "Are... you alright? I mean, isn't that cold?"

Rose looked down at herself. "No, I'm fine. So... you forgive me?"

Noah nodded a little. "If you'll forgive me when I fuck up."

She cracked a little smile. She could feel gentle love tickling at her tongue. It wasn't nearly as intense as what she had felt with Lyra, but it was so much... richer. He really did feel something for her, even knowing what she was. "Do you like it?" She gestured at her humanoid form, her hands trailing upwards to end in a cupping of her breasts. Humans love them, or so the book had educated her. "I... hope it came out right."

He darkened and looked away. "It's great!"

"If it's so great, why are you looking away?"

"N-nothing." Noah cleared his throat, and still wasn't looking at her. "S-so... you really want to?"

"Be your m...girlfriend? If you'll accept me. We have so much to learn about each other." She stepped in on him and placed her hand on his belly, teasing the vulnerable area. "You're... alright with feeding me?"

That made Noah blink. "How do I even do that?" He wasn't quite ready to be literally chewed on.

"You're already doing it." She took in a slow breath, savoring the wash of the flavors of his love as they subtly changed. They become spicy and perky when he was looking at her, and were mellow and rich when he was just thinking about her. "I'll be careful, promise." She leaned in and kissed his cheek.

He wasn't sure he knew what he was doing, but it certainly didn't... feel all that awful. He wasn't ready to go 'full in'. He reached for one of her hands and drew her along towards his wardrobe. He soon had her in a basic T-shirt and some shorts, as odd as they looked on her exotic body. Still... "Better."

She looked herself over curiously, doing a slow turn in place. "Do they make me look better?" She made a silent note to form such clothing in the future. "So... this is it?"

He blinked. "What were you expecting?"

Well, the last time she heard two true loves got together, it blasted hundreds of changelings. "Something..."

She would have to be happy with just having a friend. A friend she wanted to learn more about.

Author's Note

I could... end that there, but there are still loose threads, but hey, loose threads means sequel material, if desired.

They could also get busy.

OPTIONS!

What do YOU think? Also, how was/is the story? I need to know!