Stranger in a Changeling Land

by David Silver

Rating: mature
Tags: Other, Sex, Twilight Sparkle, Slice of Life, Human, Changelings, Original Character, My Little Pony: Friendship is Magic
Length: 17731

Noah prided himself on being a pragmatist. He followed the path that seemed right at the time, until one path led him to a world of ponies. They seemed nice, and Noah tried to be back, with limited success. Despite difficulties, one pony approached.

Noah prided himself on being a pragmatist. He followed the path that seemed right at the time, until one path led him to a world of ponies. They seemed nice, and Noah tried to be back, with limited success. Despite difficulties, one pony approached.

The tale of an introvert that falls into the targets of a hungry changeling. Can she win him over? Will she be unchanged for the effort? How far is she willing to go to secure herself, and where does the line start to frizzle between prey and friend.

Published 2016-09-15 17:50:01 UTC
Last updated 2016-09-23 12:16:29 UTC

2 - Party

It seemed to be a growing habit to be disrupted during morning rituals by a clopping knock on the door. This one sounded excited and rapid. It wasn't Derpy. Noah was certain of that at least.

He strode for the door and opened it to reveal a bright pink pony. She was the most classically girly of the shades, but she was far from the girliest of the ponies he had met in the village.

"Hiya!" chirped Pinkie as she shook a card free from the basket on her head and caught it with a hoof easily. "This is for you! You'll come, right?"

Noah accepted the card curiously. Pinkie had never minded him looking at what she'd offered before, so he flipped it open and a small spray of confetti exploded free of it. Underneath the glitter (he'd have to clean that up), was an invitation to some pony's birthday party, and it wasn't one of the ones he knew.

Did he have any chance of making it through that social event without exploding?

"Yes," replied Pinkie to the question that had never been said out loud. "Come on! It'll be fun and you can meet more ponies and we want to meet you more, honest."

Noah didn't doubt that was true, for Pinkie. The pink pony had nothing but unending friendliness, even when you didn't want it. Especially then. "I don't know."

Pinkie pulled out a sheet of paper that showed the schedule for his mane cutting gig. "You're off that day! See, nothing stopping you. Come on come on come on!"

He could capitulate with what little dignity was left, or let Pinkie hound him all day until he was crushed beneath her well-meaning hooves.

"Alright, Pinkie, but no promises. If things get too odd, I'll bow out."

"They won't, promise." She bobbed her head quickly. "We'll get you a friend, or two, or three, or fifteen. It'll be fun!" She began pronking away, leaving the door open behind her.

She would count as a friend, if she wasn't so busy trying to get him more friends. 'Just' her wasn't good enough in her book, so it was her constant goal in life to 'fix' that problem.

At least she didn't mind the whole ponyism and humanism 'thing'. Every time it came up, it just made her giggle. He swore she could get along with anything that wasn't trying to physically harm her or made it a point to shut her out.

He shut the door and got to finishing his morning routine.

It was a bright and sunny day. There were ponies everywhere. They were chatting animatedly with one another. There was cake and soda (how did they make that?) And candy, lots of that. He could tell it was a Pinkie party.

It felt like the entire town was there, but he couldn't really make an educated guess on that. He didn't know the birthday boy, so he just went over to give the usual 'congratulations', and got a 'thanks' for it. One social requirement at least was unchanged between the societies.

"So, found a friend?" It was Pinkie again. "You try him? I bet you two would hit it off." She thrust a hoof at a brown pony, but it wasn't Rose. It was a stallion with a bowtie. He couldn't place it quite right, but the pony somehow... Ah, there it was. When he spoke, it had a British accent, despite there being no Britain in Equestria that he knew of. "His name's Doctor Hooves."

Noah could see he, uh, had an hourglass on his butt, er, flank. Looking at ponies' rumps never stopped feeling just a little odd, but knowing their 'cutie marks' was just a part of the basic social contract. If you met a pony, you really ought to pay attention to it, or you weren't paying attention. It was a snub. Not a huge one, but still, one. Another little hurdle. "He looks... alright?" It wasn't like he had a huge list of things to say about a random stallion.

"Hello there." That was Rose. She emerged from the crowd with a little smile. "I didn't think I'd see you here."

Pinkie tilted her head left and right before she took a dramatic inhalation, her ribs swelling with the force of the air. "Oh wow! You..." She pointed at Rose, then Noah. "Friends?"

Rose raised a hoof to her chest. "I hope so?"

That was answer enough. Pinkie vanished in a pink cloud of giggles to leave Noah and Rose alone.

Noah shook his head, just a little glad for the reprieve. "Hey, Rose was it?"

"Blood Rose. Rose works." She nodded as she closed the distance. "How are you?" She reached a hoof but stopped shy of touching Noah. "You look a little flushed."

He hadn't thought about it before then, but he was sweating a bit. Trying to fit in was harder than it should have been. He wasn't a pony, and he sucked at pretending. "It's alright," he lied.

"No it isn't." She held up that hoof. "Wait here a moment." She trotted off and came back with a tall glass of water, hovering beside her in her greenish magic. "Here you are. Relax."

He accepted the glass from her grip. Contact with a unicorn's magic was a curious little thing. It was like they could feel it, just a little, so it was like touching them. Like touching someone's hand while you were taking something from them. He supposed ponies didn't mind that fraction of a second of closeness. A human would hold the object so that it thrust free of their hand and the other party could just grasp the item without touching the other person.

It was small, but it was a thing.

Rose didn't seem to mind. "You look worse, what's wrong?"

He didn't want to crash her evening. "Nothing, really. I'm just being silly."

"Well, go ahead." She sat beside him. "Tell me your silly thing. I won't laugh, promise."

Part of him wondered again if he was being studied. Unicorns seemed to like that. "You really want to know?"

"As... If we're friends, then yes. I do. Tell me. I can't promise I can make it better, but I'll try." She looked up at him. "That is what you'd want from a friend, isn't it?"

That phrasing. That tone. It was like she was gently feeling out exactly what he did want from a friend, and she was willing to deliver. "Are we?"

She smiled, a flash of white teeth, brilliant and clean. "Do you want to be? I do, but friendship is a two-way road, as they say. I can't be without your participation."

That much was true. Well, pushing her away seemed... counter-productive. If she really wanted to be his friend, was that so bad? "Alright, so... You know how you just handed me that glass?"

"Sure?" Her eyes drifted to the glass a moment.

"When I took it, I could feel 'you' on it. When humans, that's what I am, pass things, we usually don't touch when passing things unless it's a mark of affection or intimacy."

Her eyes widened a little as she took in those words. "Oh! I had no idea. Would you... prefer I left some room to take things, or..." She rolled a hoof slowly. "You can accept it."

That phrasing! The way Rose said things was dangerous. "A little room would be nice. You seem alright, Rose. I'm still getting used to... things." He wobbled a hand lamely. "I'm guessing ponies don't much care about that."

Rose's eyes half-lidded. "Two earth ponies practically kiss when they pass things between each other."

Noah had to laugh at that mental image, but it was true enough. Hygienic, not so much, but very intimate.

Rose was smiling a little. "It's alright if you want to avoid that. I'm not here to push that on you." She looked around the party. "They appear to be having a good time, hm?"

Was she inviting him to join in? "Does it look fun to you?" he asked cautiously. He didn't want to be an anchor at her side.

She shook her head. "I'm quite fine beside my friend."

That was sweet. Noah couldn't help but be touched by the corny line, even if it seemed a bit overdone. "Do you know the birthday boy?"

"I've seen him before." She nodded a little. "But we don't know one another much. You live on the south side of town, right?"

He did. "Yeah?"

"Would you like to retire from this for now? You look like you could take a breather. You did your part."

It was an escape route. He shouldn't have... but he took it. "Sure." He turned from the party and began to walk with Rose towards his house. It was like a great pressure was lifted from his shoulders. He didn't have to pretend to get along anymore. There was just Rose, and she seemed accepting. "Hey, so..."

"Do you have a favorite book?" she asked, cutting off his question. "I was thinking we could exchange."

A book exchange? He'd heard of stranger things. It was rare a friend of his wanted to swap books, just borrow something they specifically wanted to get a hand on. It was cute. It also seemed pretty harmless. "Um, sure. If you see one you like, you can borrow that."

She smiled, clearly pleased. "I'll do that. And what book would you like?"

"Surprise me." He didn't really know what pony authors did what, besides AK Yearling's adventure stories. He preferred a good sci-fi, but he had no idea which pony did that, and what exactly pony sci-fi would entail that wouldn't be science past for a human.

"You have to promise to read it," she challenged. "It's no fun if you don't."

That was, in part, the first firm position Rose had shown. It was, by and large, mostly harmless. A book wouldn't hurt him. It might be boring though, but telling someone that... "I'll do my best, but I don't expect you to finish if it just doesn't grab you."

"That's fair enough."

They arrived at Noah's house and he opened the door for her. She dipped her head at him and trotted past inside. Her eyes were wandering curiously over the human artifacts of her new human friend. Her nose flared, obviously taking a scent of the place. "I've never seen the inside before."

"Yeah..." He had tried to keep things clean, but he was sure a lady could spot a thousand things out of place. Women could do that, horse or not. "Don't mind the mess."

"It looks reasonable to me." She lashed out a hoof, kicking the door shut behind them before she trotted further into the building. Following something, be it scent or something else, she made curving trails through the place, ending up in his bedroom. "It's close..."

What was close? Noah followed her, unsure of what she was doing or what she was hunting, but he wanted to know. Watching her seemed the easiest way about it.

She wound her way to his bed and circled it once before she dropped to her belly. "Here it is!" She reached out a hoof and pulled out his one and only girly magazine!

Noah went red with a mix of intense shame and blinding rage. How dare she touch that! Oh god, she saw that! Oh man! Oh god! "That's not for you!" He reached to snatch it from her, but her magic flicked it across the room before he could get it. "Give it back!"

"You said I could borrow any one book." She held up an empty hoof. "I swear I'll take good care of it and return it in pristine condition."

"But..." On one hand, sure, he did say that. On the other, that?! Seriously, that?! "Why do you even want it?"

She curled the magazine in her magic carefully and tucked it in one of those pockets ponies seemed to have. "You try so hard to reach out to ponies, isn't it about time we reached back? I want to read this. It's from your home, isn't it?"

It was. "Sure, I mean... That?!"

"Is it offensive?"

He went a bright red. Sure, he was already pretty red to start. Anger and shame still warred in him. "Every... It's not unusual for a..."

She waved a hoof. "Stop being so embarrassed. Human or stallion, they like to have their... reading material. I understand, and it's alright."

It was anything but alright!

Author's Note

Well, nice party, right? Shame about the typo at the end there.

3 - Research

Rose released the magic. With a rush of heat and magic, her original form was restored. She let out a loud sigh of relief. Holding a disguise for an entire day, that was quite an effort. She was hungry. That pony, Noah, he had given her another little taste. It was such a curious little morsel. He had more to give, but he was like...

She frowned as her jagged horn glowed. She pulled out her prize. Noah's book would reveal how to get past that tough carapace she wasn't even sure he had any idea he had built. She would wriggle in around it and feast on that delicious meal that lurked beneath.

She smiled, fangs displayed as she flipped open the book.

She had to stop. The magazine. The ponies in the magazine. They were as naked as he was, of course, even more so. Many of them weren't even wearing clothes, to say nothing of a fur pelt to keep them warm. Despite that lack of heat, they certainly gave smoldering gazes at the 'camera'. Their teats were... huge.

Huge and full udders that could compete with most bovines she'd ever seen! Did they make milk like cows did, producing extra for sale to other clans? Were they all recently foaled perhaps? Maybe Noah had a fetish for recently foaled females.

Rose looked over the sleek chitin that made up her form. She was a streamlined and capable huntress. She had no udders. She wasn't sure she wanted any. It wasn't as if she'd ever foal. That was for queens, and they produced larvae, not foals. Such was the lot of changelings. She gave a little flick of her tongue, tasting his lingering traces of love.

One thing all the ponies in the magazine shared without exception, they all seemed as bipedal as Noah himself was. Even when they were posed on four legs, it was clear that it wasn't their natural gait. His clan was a two-legged clan. She wouldn't have a shred of hope with him if she kept to four legs. Yes. He seemed comfortable around 'Blood Rose', but he would be comfortable with her on two legs. She licked her lips as she scanned over the pages again.

She couldn't bring herself to do the udders.

Besides, some of the females in that magazine had smaller teats, and they seemed as well loved. Maybe he didn't pay them much mind? She hoped not. If need be, she could pretend to be foaled, but then her teats would be in the wrong place for all those pictures. No, if she went that far, if, she'd have to break the mold and put them up higher. That would be more work.

She hoped it wouldn't come to that.

She turned the page a bit too quickly. The sound of paper tearing filled the small room and her ear fins sank with horror. She had damaged his precious book! She had promised. "Damn it all!" She had sworn! He might hate her forever, and could she blame him for it? She was the one that had insisted on it against his protest. It was all her fault.

She didn't know a book mending spell, but there was one pony in the town that did. One... very dangerous pony.

It was her only option.

She let out a soft sigh as green flames washed over her, erasing the bug and returning Blood Rose to existence. She wouldn't lose that hard worked-for meal so easily. She carefully gathered up the magazine, torn as it was, and tucked it away. She trotted out, headed to the last place a changeling wanted to be.

The Castle of Friendship.

Spike sprinted towards the door. "Hello?" He pulled it open to reveal a unicorn. That was hardly a new thing at the castle. It wasn't Rarity, to his mild disappointment. "Yeah?"

The brown unicorn mare smiled. "Oh, um, hello... Spike."

"Have we met?"

She glanced off a moment. "Oh, who hasn't heard of Spike? The, uh."

"Brave and glorious?"

"That's it!" She smiled at him hopefully. "You're practically a celebrity."

The unicorn was clearly not of the crystal variety, but that didn't stop her from hearing about it from one. Spike nodded. "Well, you found me. How can I help?"

"Actually... I think I need Princess Twilight's help. Unless you know a book repair spell?"

Spike didn't. He pouted a tiny bit at being lessened in use, but quickly rebounded. "I'll get her!" That was how he could be useful. He dashed off, leaving Blood Rose there.

She took a timid step inside and closed the door behind herself. There she was, practically in the home of one of her people's greatest enemies and Equestria's most stalwart and able defenders. She had to not fudge it up.

"Hello there."

"I'm here for a spell!" she practically shouted before she got a grasp of herself and cleared her throat. "Sorry. I need a book repair spell."

Twilight blinked softly and tilted her head. "Certainly. That shouldn't be too much difficulty. Where's the book?"

That was when Rose realized the error of her plan. She'd have to show the book to Twilight. That book was not meant to be shared, especially among mares. Especially among strangers. Rose began to go red as she tried to think of a quick way out. "It's..."

Twilight extended a hoof. "I won't read it if it's secret, but I can't cast a spell on something that isn't here, now can I, miss...?"

"Rose. Blood Rose." She licked over her lips before she drew out the book, hovering in her magic shamefully. "I tore a page of my friend's book and--"

Twilight blinked with wide eyes. "Is that Noah's?" She took a half-step closer. "May I see? I never got him to let me look at anything of his."

Rose deflated with relief. Twilight was curious, not disgusted. Still, she had failed Noah once already. She wouldn't make it twice. "No. I promised I would protect it... Please. I messed up. Can you fix it?"

Twilight stuck out her tongue a little a moment. "I can do even better. Put it down." She thrust a hoof at the ground.

Rose hesitated, glancing around before she slowly set the magazine down. "Please be careful."

"Oh, I will, promise." Magic flared out of Twilight's horn, bathing the magazine in brilliant purple glows before it began to twinkle and sparkle, much like Twilight's namesake. With a bright flash, there were two books where there had been one. "There we are. Both freshened up like new and waiting to go. A little wear and tear, but only one actual rip. Shoulda seen this other poor book, blasted right through the center. Not mu-- Bye?"

Rose had snatched up the two books and fled without a word, galloping away from the castle.

Spike looked where he mare had gone, then back to Twilight. "So, two copies?"

Twilight grinned as another magazine floated into view. "Two copies."

Spike offered a fist and it was met with a hoof in a sign of solidarity. Twilight would not be denied her reading material that day.

Rose set down the two magazines. Two! "Thank you," she muttered to the darkness, smiling even as she became a changeling again. This was great! She could keep one and still have it right there to consult later. She carefully opened one of them and browsed. The little imperfections had been ironed out. It was as if the book was newly minted. She hoped he wouldn't mind that, but that was what she had promised. "Like new..." She owed Twilight gratitude. Pity she was in no hurry to give it to her...

Rose started. She had remembered that she had to bring a book to Noah. Something good. Something... She tapped her chin thoughtfully as she frowned.

She started leafing through that book again. The ponies in there had interests like hiking, water skiing, climbing walls, cooking, and traveling.

Traveling! She flashed a bright smile, fangs displayed. Noah may not know his fellow ponies, but even he would enjoy peeks at places. You didn't need to know a thing about dealing with people to admire the sights.

Noah opened his door to get to work. He had manes to cut and he didn't plan to be late for that. Work, that he knew how to do. He showed up on time, did his part, and went home when scheduled. No surprises, besides customers getting picky about how they wanted their manes handled. That was kind of funny, to him, considering most ponies didn't even have hands to work with manes. Most ponies in that industry were quite skilled with wielding clippers in their mouth or a wing. Unicorns were easy mode. Cheating unicorns.

Of course, that actually meant non-unicorns tended to be a lot more focused on their job. They had to be. Just because you happened to get an earth pony or pegasus barber didn't mean you were in for a bad time. They wouldn't drift off in the process. They were either focused, or the scissors dropped to the ground from disorganized lips or a wing. He'd seen it happen once or twice. That made the pony responsible go quite red and be ashamed for hours. They stopped doing it after a while.

Noah didn't get far from his house before Rose came sauntering up to him with an energetic cantering clopping. "Noah!" she called out. Two packages were hovering a bit over her head. "I have things for you!"

Noah crouched down to be on Rose's level. Hovering over ponies didn't... seem polite. "Hey, I'm on the way to work."

"You're a manecutter, right?" She tilted her head. "I still have to try that. Take these if you have to." She pushed the two packages with her magic into his hands.

He accepted them and peeked in one brown bag to see his magazine. There were no words. He was holding his dirty magazine in the middle of the road! "T-thanks!" He scrambled back upright and dashed quickly back to his house. Just as he worked the lock, he heard her clopping up behind him.

"Is everything alright?"

"N-nothing." He threw the door open, tossed both bags inside, and slammed the door shut on his shame. He let out a loud breath of relief.

"Did I mess up?"

She sounded sincerely apologetic. He turned back towards her. "Don't, um, worry about it. No harm done." He had gotten it away fast enough before any awkward questions could arise. "Uh, so, already done?"

"Thank you for lending it to me. Go ahead to work. I'll have a special surprise for you when you're done there, besides the book I got for you." She pointed past him into the house. "Be sure to look at that. You'll like it!"

He nodded stiffly. Part of him wondered what she meant, but he was going to be late. He was never late! He didn't plan to start. "I will, promise. Thanks!" He hurried past her, leaving her gazing at him with both bemusement and curiosity.

Once he was out of sight, she turned to his door, horn glowing. She'd have a surprise for him. Oh, she was quite certain of that. She couldn't help but laugh a little as she trotted into his house.

Author's Note

What's the surprise?! I bet they're typos.

4 - I'm Home

Author's Note

Hot stuff? It gets a bit hot. A fair warning. You can skim past the steamy part. It doesn't last that long and they get back into the story of things fairly rapidly.

Beware the typos that lurk among the petals.

4 - I'm Home

Noah worked the key into the door of his house and had it open swiftly. It didn't have the usual amount of give though. Had he forgotten to lock it that morning? Shoot. At least the ponies in Ponyville didn't seem very inclined to steal things.

He rolled his shoulders as he pushed the door open and stepped inside, to find things... different.

Candles lit the place in gloomy dimness. Rose petals were showered on the ground.

A familiar voice called out from that gloom, "Is that you, Noah dear? I'm in here."

Was Rose playing a joke on him? What was going on!? He closed the door behind himself as he glanced around. It was neat, clean. His place hadn't been so clean for... ever? It looked and even smelled like a female had gotten their, um, hooves on it and had made it as spotless as it was ever going to be.

He walked towards that voice. "Rose? I don't really like surprises." Telling the truth was the right thing, right?

"You'll like this one."

He entered the kitchen where the voice was coming from. There was Rose. She was dressed in tall socks, sheer nightie, and a smoldering look. She was also standing on two legs as if she belonged that way. The unicorn raised a hoof and gestured for him to come closer. "My poor baby. You've been working so hard. It's time to come here and relax. I have your reward all worked out for you."

She was the 'sexiest' he'd ever seen a pony try to be. She was still a pony, of course, which was part of the problem. Not that... he thought ponies couldn't, or didn't, do... that. Of course they did! But... "Umm..."

Rose sauntered towards him, hips swaying with every step. "Tell me all about it. I want to hear about your day."

Noah was floundering! What should he say, or do? "Y-you're looking... nice?"

She smiled, bright and white. "You charmer, but we're not here for me, oh no." She reached out a hoof and brushed it against his left leg slowly, making the muscles beneath twitch with nervousness and excitement. "We're here for you, Noah."

Part of him wanted to toss caution to the wind. The rest was screaming incoherently. His new friend was hitting on him, but it was like being brained by a war-hammer rather than any gentle coaxing. Had he done something wrong, or maybe something horribly right? "I..."

Rose trailed upwards, hoof teasing the flesh beyond his pants on a journey to where his legs met. She was touching him, right there. "Stop looking so scared, Noah my dear. I'll take care of you. No more struggling, not tonight. You just surrender to my touches and I'll handle the rest."

Despite any amount of quailing, his dick knew exactly what it wanted. His dick was a simple creature. There was a female that wanted to pet it and stroke it and maybe even more. Who cared about any other detail?

For good or ill, he was more than just his dick. Even with an increasingly firm stiffie, he took an awkward step back. "R-Rose, we just... met. Isn't thi--?" She pressed against his lips with her magic, her horn glowing that green shade.

She pulled him down with the same magic and kissed either of his cheeks with a feathery touch, her fur tickling the skin. "No more worries."

More like all the worries! Or so Noah's mind flailed. Sure, it... wasn't all bad, but she was still a pony. A pony on two legs, sure, but even if he ignored the fact that it was kind of like kissing a teddy bear, she wasn't shaped right. She was just the right size and configuration that it was... It triggered all the wrong places. He didn't want to be kissing on a pre-pubescent female, even if ponies never really did become what a human would think was 'mature'.

Too much, too fast!

Somehow, he heard the sound of a zipper. A glance down showed that green glow pulling his zipper down, then pulling his boxers open gently to allow his traitorous cock spring free into the air. No!

He fled. It was far from his proudest moment, but he was suddenly in his bedroom, with the door slapped shut and locked securely. It was far from the manliest thing he'd ever done...

Rose settled down, her rump becoming pony haunches as her tongue flicked over her lips. She had gotten a much better taste. A precious gulp that took the edge off of her ravenous hunger. He could be what she wanted, but she had failed, somehow. She looked around the candlelit room. She thought she had performed the courting ceremony correctly.

She was ready to do as the females of his tribe did!

Maybe she had failed to take him properly into account, as an individual?

She walked up to the sealed door to his room and gave a soft clopping knock. "Noah?"

There was no reply.

"Noah? I'm sorry."

"It... I'm sorry," apologized Noah through the door.

She thought she was the one saying sorry! "What are you sorry for?"

What was he sorry for? Noah really wasn't sure. Everything had become so confused in short order. "T-thanks, you know, for cleaning up."

Rose smiled at that. "I've made a mess with rose petals... Don't like them?"

"They're... alright?"

They were speaking at least. That was a step in the right direction. "I'll clean them up, Noah. Can we talk?"

"You should find a nice stallion, Rose. You don't need a, um, me."

Rose frowned. She hadn't chased her prey down to getting so close just for... "Noah, you're just fine."

"Am I?"

"You are. Now tell me what I did wrong. I'm the one that messed it all up."

There was silence a moment before she heard the faint click of the lock being undone. The door opened to reveal Noah. He had gotten himself 'decent' again. "You didn't!" How could she mess up? Noah was the one with the problems. "I just don't know how to handle a, uh, marefriend."

She tilted her head a little. She knew her mistake. Trying to avoid the parts she had deemed 'unsavory' had made her less than ideal as romantic partners went. He needed udders. She couldn't ask a bull to be pleased with a cow without udders, why did she think she could work past it with Noah? She brought up a hoof to her chin. "Is it because of the mare part or the friend part?"

Noah let the door fall open, no longer holding it. "You really want to know? God." He couldn't believe he had run into a pony that wanted to get through to him so badly as to ignore his failings. Maybe... Maybe he just should be happy he had it? Or maybe that was exactly what he should run from. What was he running from? "A little of both?"

Her tail swayed a bit as she rose to all four hooves, then stood up on two. "See, I can be your lady friend, if you'd rather." She ran her hooves down her front. "Isn't it nice?"

She looked quite... nice... Nice and scary all at once. He decided to fall into a clinical mode about it. He crouched down and pointed to her forehooves. "When two, you know, humans decide they want that, there's a lot of touching.

She took a step forward and put a forehoof on his chest. "I wouldn't mind touching a friend."

His cheeks warmed, knowing she was happy doing a lot more than touching. "With hands, fingers." He wriggled those odd extremities he had. "Our fingers, they're, hm, very sensitive and kind of make up a large part of our--"

"Oh!" Rose's ears perked. "That's why touching, with passing things, is so important. That makes sense." She reached out, but not with a hoof. Her magic wrapped around his right hand and gently squeezed. "It's about... vulnerability, sharing what you don't normally share."

There certainly was something she didn't normally share, but sharing that... It would torpedo any chance they had. She didn't want that.

He flexed his fingers against the magic. "You're a very nice mare, but I'm not... sure I can do what you want."

"I pushed too hard." She pulled his hand carefully with her magic and kissed one of his fingertips. "Let me try again. I'll do better, promise."

He wondered what exactly she would do 'better'. It was scary to consider, but... maybe he was a little lonely. Maybe he kind of liked being chased just a little. Maybe it was flattering, even if was also scary as heck. Maybe... "Alright." She smiled so brightly. "But, for tonight, I need to get some sleep and to clean up. Go on home."

She took a step back on that two-legged gait she had adopted. "Do check out that book," she reminded. "I'll see you tomorrow."

Rose walked out on two legs as naturally as any human might, only falling back to fours when she reached the door. "Sleep well."

"Be safe, Rose." Noah waved timidly, and she was gone.

He found the book she had brought. It was with his borrowed book on the dining room table, rose petals scattered about artfully. It was almost kind of funny, imagining her putting out the petals and trying to gussy up just for him.

Why?

He picked up the book, fearing it could have tawdry contents.

"10 Places to Visit in Equestria", announced the cover with a picture of two ponies smiling in front of a huge pyramid.

It was a travel book, and it had all sorts of shots of wondrous places and marvels from across the pony land. Noah smiled as he settled with it. It was a far cry from the adult book he had feared a moment. It was... It was lovely. He really did want to see some of those places. He never knew Equestria even had half the places mentioned. Some of them, like Las Pegasus, were exactly where he had no interest in being, but others...

Yes, it was a fine book, and Rose had been thoughtful in selecting it for him.

Maybe she really did care, rather than just being a mare that wanted some from a very curious source.

He imagined visiting some of those places. He'd have a camera. Rose would have a notebook floating beside her. They would...

Why was Rose in his fantasy?

He flipped from the canals to that big pyramid. He replaced one of the ponies in that shot, smiling. Rose took the place of the other pony. She was close to him, also smiling. She would protect him gladly, because she...

Did she? Oh god...

Noah put a hand over his face as confusion mounted. Just what did he feel for that pony, and what did she feel in return?

He let the book close gently and set it down on his table. He would have to face it. For good or evil, he had to make it clear, to himself, and to her, exactly what they felt about each other, and where she wanted to go, and where he would go, with or without her.

For the moment, it was time to clean up and get to bed.

5 - Vulnerability

Author's Note

Oh my. This chapter gets more steamy at parts. You give me a story with that tag and I fill it with typos and tawdry acts.

5 - Vulnerability

Rose sank to her belly in front of her book with a scowl. She'd messed that up! She'd completely missed the mark. It was a small miracle that Noah hadn't hurled her out of his house and written her off forever and ever.

But he hadn't.

She flicked her tail with agitated thoughts. He was... He was lonely. He wanted it, but she had done so terrible of a job that she had failed to keep even a male that wanted company still.

Rose's head settled on her holed hooves with a sigh before her horn glowed and she flipped open her book. He probably didn't even like the book she got for him. Blast it all!

It was like a poor disguise. If she got close, but not there, she would just be scary, not more fascinating. Human females had different shapes than a unicorn standing on two legs and fluttering her lashes.

Rose sat up a little as she looked at the large udders on those females. She had to do it. She'd never done it before, but either she gave up, or got it right.

She took a slow breath as she tried to will that change on herself. There was a rush of heat and she knew she had changed. She could feel a new weight and it felt... odd. She slowly stood up and looked down at her teats. They were big and round, but also in the wrong place. Well, right place, really. For a pony, they were exactly in the right place, but was Noah a pony?

"Of course not," she muttered to herself as she reached down for them. They were comically oversized, in her eyes. No foal would need udders so large.

She cradled them and let out a little hissing gasp. They were more sensitive than she ever would have given credit for. Interesting, but not useful. She pulled upwards and the flesh seemed to roll upwards under her chitinous plates in a sensation that left her nauseous for a moment. She collapsed against the nearest wall and panted for breath, but they were in the right place. They thrust free of her upper chest instead of around her lower belly.

Rose cracked a little smile, fangs displayed, as she turned left and right. She was closer! She had the curves upstairs, and she was sure that would set his fire, but there was more. She reached out with a hoof and stopped, holed hoof hovering before her eyes.

Hooves.

He wanted fingers. Delicate, touching fingers that could wrap with his.

Fingers were less of an oddity. There were many species with fingers. She drew a hoof back and thrust it forward, bright green flames licking along the arm as the hoof stretched out and became fingers. She repeated the trick for the other hoof, then gently brought the two 'hands' together, rubbing them against one another.

She didn't have a lot of practice with fingers, so she made a quiet promise to herself to try working with them and leave her horn magic out of it. Rose carefully turned the page with those new extremities. She could feel the texture of the page, and the feel of one page beside the next. Fingers really were sensitive! No wonder Noah was so good with his hands, at least once one wasn't so overwhelmed with every touch.

Rose started examining the shapes of the naked females in the book intimately. She had to get every bit right. They had wide hips. She wasn't exactly sure... why? But they did. They had wide hips and many had visibly rounded rumps. Not that mares didn't have rounded rumps, but they were different roundednesses.

She was taking a risk. Noah had fed her just a little. She was using that energy to perfect her next trial, but if she fouled up again, she could end up even worse than she started. She wrinkled her nose even as her hips and bottom swelled into the form she hoped would appeal. Why hadn't the hive sent some supplies with her? Why was she alone in this?

This was hard. With Twilight right there, ready to crush her the moment she fouled up, it was nerve-wracking. It was almost as if the queen had wanted her to fail.

Rose smiled a little. "Or!" Or, perhaps the queen simply was that confident in her skills. She wouldn't let her queen down. No. She would achieve the impossible mission, secure a steady supply of love and affection, and monitor the area.

She ran her new fingers down equally new curves as she looked in a mirror, turning left and right. Just one more thing...

A rush of green flames and she brought back the soft fur and straightened horn of Blood Rose. The mare had all the human parts though. She had wide hips, plump buttocks... Fingers! She had proper arms, not just forelegs. Legs, not hind legs. She was a human in so many ways, and yet, still a pony.

Her eyes dipped to the human female's nethers. It was... silly, perhaps. She actually felt embarrassed looking, which was itself silly! Why should she have any shame about doing her job well? Human genitals were... She couldn't even really see them. They were so subtle compared to equine genitals. Her own were thick and protruded a bit. You couldn't miss them if you were looking. In comparison, human ones almost wanted to vanish into the general curves of their body. Why were they being so coy?

Would she scare him if she didn't imitate that subtle display?

She shook her head. It had taken quite enough effort to change as much as she had done already. She would sneak over and present her gift to him, and he would thank her. She nodded with confidence. They would hug and maybe kiss, and his love would fill her right up.

Her cheeks began to color as she remembered what she had seen the day before.

Humans were about the right size, but they were shaped very differently. They had no pouch, no sheaths! Was that one of many reasons they wore clothes all the time? They were all... round, no flat end. It was very clear she was dealing with another species. But it was a... compatible species. At least, if those delicious little tastes she'd sampled were truthful. That human could be quite compatible.

She just had to convince him of the fact.

It was, perhaps, a bit too quick to try again, but she could feel the rumble of hunger aching in her. She needed some sustenance. She licked over her lips and crept to the exit. She would try one more time, even if it was fast. She'd claim Noah and have his love!

As she snuck through the night, darting from cover to cover, she glanced up at the heavy moon above.

"Nice, ain't it?"

Rose jumped in place, spinning to face the mint green pony that was smiling at her a bit too widely. "Hey there."

Rose blinked. Lyra? "Hello?" Was she busted?

Lyra stepped closer to the anthro pony, nose twitching a little. "I don't think I've seen you before. Aren't you an interesting slice of cake..."

Rose felt something delightful dance across her tongue. Love? Lyra was? Already?! They'd barely even met...

Her thoughts were interrupted when Lyra nuzzled into one of Rose's hands and her tongue flicked out across the fingers. "What's your name? I'm Lyra. Lyra Heartstrings."

That was not in the plans at all, but... Was it bad? Rose could feel the love rising from the green pony in palpable little waves. The mare had love to give, and seemed ready to just hand it over. Rose smiled as she curled those new fingers and ran them over Lyra's face and ears. The act of affection made the love grow more intense. Before Rose's eyes, she could see the energy rising and pouring into her ready mouth.

It wasn't as thick as it could potentially become, but Rose was giddy with satisfaction and excitement. She wanted more. In fact, the thickness filled her with boldness. She could probably get away with a lot. She trailed her fingers back along Lyra's body, her own tail swaying with excitement. "Hello, Lyra. I'm Rose." She only realized a moment later that she perhaps should have made up a new name. Too late. "Would you like to... get acquainted?"

Lyra's ears perked at that and she bobbed fiercely. "Y-yes! I mean, sure, yeah, if ya want." She tried to play cool, badly. "Um, I know a private spot."

"Not your house?" She was fairly sure Lyra had a home.

"N-nah! We'd just bother Bonnie. This way." She turned away and flicked her tail as she looked back at the anthro pony that was with her. "This way." She walked with a saunter in her hips that Rose couldn't be sure Lyra even knew she was doing.

Rose reached out and brushed along Lyra's dock, teasing the sensitive base of her swaying tail. The pulse was powerful and Rose grinned.

Lyra wobbled a step and laughed nervously. "O-oh! Wait until we get out of sight, huh? Polite in the streets, extra neighing in the sheets, they say." She winked and burst into an outright gallop, eager to proceed.

Rose got to try out bipedal running. It was... a mixed bag. She would have to practice more at it to get it down, but she managed to not throw herself at the ground, so that was a positive.

They arrived at a small set of thick bushes and Lyra vanished inside. Rose followed her in carefully, onto to be interrupted by a pair of horse lips. Lyra was kissing her hot and fiercely. She was the right, or wrong, kind of pony. She must have been getting turned on by being fed from. She'd be bled dry if a proper hive got their hooves on her.

Lucky for her, she only had to deal with Rose. Rose pressed back into that kiss and leaned Lyra back, knocking the poor pony onto the ground, belly-up. Her hands teased and stroked along Lyra's sides and belly as she gorged on that love.

Now, easy love was not the same as 'true' love. She was eating what would be better described as lust. It was closer to junk food than a satisfying meal. Still, to a starving changeling, it was heady and exhilarating and Rose never wanted it to end. She bit Lyra on the throat, gently nipping and tugging at the sensitive flesh there with fangs just a bit too long for a unicorn. "You've found me, Lyra. Now what?"

Lyra trembled and grabbed at her new lover with her hooves. "Please! Keep... Mmm, do that more. Let me feel those hands all over me. Stroke my warm fur. Feel me..." Every stroke, every brush of those hands along her form made Lyra tense with building pleasure. "Inside and out. Go on..." Lyra disrupted the plan by grabbing at one of those hands with a glowing horn. She pulled it to her snout and began suckling on each finger one by one. "You're so... What are you?"

That was a question Rose didn't want to answer. "Your lover." That much was true, and it made Lyra quiver and pull her closer even as Rose trailed lower with her free hand, winding towards those winking folds. She felt along those powerful nethers, watching Lyra's face as she moaned and cried. She ran the tips of her fingers around the plump ring of Lyra's anus, making the mint green pony squirm with the sensations. "You're a dirty little mare, aren't you? Here you are, in the bushes, being ravaged by a mythological creature, and here you are, hoping. You want this to go farther."

"Yes!" she cried, red with lust and shame. "By Celestia, yes! P-please, more..."

Their mutual cries were the songs that woke up some ponies that morning.

Rose would have to remember that source of snacks, but Lyra would not be her true source of food. She needed real food, which meant real love. She would win Noah.

6 - Seeking Help

"Lyra, really? Again?!"

Both Lyra and Rose looked up to see an earth pony mare glaring at her angrily. "I leave you alone for one instant!"

Rose fell backwards off of Lyra even as Bon Bon came walking in and grabbed her friend. "We are going home right now!"

Lyra reached out a hoof towards Rose. "No, wait!"

"No waiting." Bon Bon glared over her shoulder. "You can say 'hello' to your 'friend' some other time. You said you'd help in the store today, and guess who's not at the store?"

Lyra wailed even as she was hauled away, but nothing would stop her angry friend.

Rose gave a soft blink in the direction Lyra had gone in. She was glad she hadn't been busted, but that was far from how she had planned to end that meal. She ran her tongue over her lips, tasting that deliciously sweet love that had filled her belly. It wasn't a 'proper' meal, but it did leave her a lot less famished than she had been at the start of it.

She played back bits of what they had done together in her mind as she slowly got herself out of the bush. Yes, she did have to keep Lyra in mind. That was delicious, and maybe a little fun. It wouldn't be her true sustenance, but she felt so much better, having at least a stopgap.

It was a new day! Full of possibility!

Noah didn't plan to waste it. He had a thousand questions, and he knew one pony that would answer them. She loved reading and information, so she had to know all about it.

He strode purposefully through Ponyville, aimed for the large castle up on the hill. Its large purple crystal was hard to miss.

"Hey Noah!" called out Carrot Top, waving from her carrot stand. "You eating right?"

Of course the veggie seller would ask that. Noah had to smile. Carrot seemed nice enough as ponies went. He dug out a bit and flicked it towards her and got a small bundle of three carrots flung back at him. "Here you are! Eat up! They're good for your eyes, you know."

And so he continued, crunching all three carrots in tandem without removing them from their bundle. The walk to Twilight's was considerable, and usually quiet. There was only so much enjoying of idyllic scenery he could enjoy in a day. Soon, the carrots were gone, but he was at the castle.

He rapped on the door lightly.

"Coming!"

Spike threw open the door. "Oh, hey Noah!"

"Hello, Spike." He offered a hand and it was met with a claw. Being two of the only fingered members of Ponyville, their handshake was secret just by being a normal handshake. "I had some questions for Twilight, if she isn't terribly busy?"

Spike drew his claw back to hike a thumb into the castle. "Come on in. She's busy readin' somethin' or other, you know, the usual."

Noah nodded. "I won't be bothering her, will I?"

"Pfft, as if. Twilight!" He shouted the last as he wandered into the castle. "Noah's here to see--"

A bright flash interrupted his words as Twilight appeared with a smile that was just a bit too wide. It was a shame Noah missed it. "Noah! Just the pony I wanted to see. I have so many questions to go over with you."

Noah blinked in surprise as he closed the door behind him. "Uh, hey. Actually, I..." He didn't want to piss off Twilight, Princess. "Sure?" He could answer a few questions. What would the harm be?

"Great!" Twilight turned and began trotting away. "This will advance science! Why, the book may even... Oh! Can you even imagine?!" She squealed with delight, though Noah had no idea what she was so happy about.

"So...?"

Twilight pushed open a door with a hoof, showing one of many libraries in the castle. "We'll perform the interview here. Go ahead, get comfortable." Her horn glowed as she brought over a large pillow and set it down for Noah.

He accepted the seat. A chair would have worked, but a pillow was what he was going to get at that moment. He sank into its softness. "Alright, fire."

Twilight smiled as a pad of paper appeared beside her head with a floating quill. "Alright! So! Have you successfully engaged in the courting ritual of your species?"

Noah stared at her. Part of him wanted to simply cease existing, to curl up and die. Sure, he had... But like that? "Buh..." It wasn't even a proper noise! He could do better. "Wha?"

Twilight tilted her head. "Your species, homo sapiens isn't it? Even the name speaks of your mono-cultural origins. The very idea that any species on this world could call itself 'same' without coming off looking oddly for it." She rolled a hoof. "I'm getting distracted. So, have you?"

Noah's fingers fidgeted. That was definitely not how he saw the conversation going, still, it was kind of related. "S-sure. I mean, I never got married--"

Twilight leaned forward, her quill scribbling madly in her magic. "Your species has marriage as well? Monogamous? Lifelong?"

Noah wilted a bit under her enthusiasm. He just had to answer... "Um, yes, and we try, but it doesn't always work out."

"Fascinating." She stuck out her tongue a little as she wrote much more than what he'd directly said. "So... Do you prefer females with moderately, significantly, or extremely engorged mammary glands?"

"What?" he asked in a tiny voice. Did Twilight just ask...

Twilight made a round gesture with a hoof. "How large is your ideal? Am I correct to assume it can vary widely?"

"Y-yeah." He was being asked about breast sizes by a frighteningly powerful purple princess of ponies. "I..."

Twilight inclined her quill at him. "Don't look so distressed. I'm not judging you, Noah. Just tell the truth."

The truth... right... How?! "It depends on the rest of the woman," he tried. "There isn't anything wrong with a slim woman, or a curvy one. Healthy is what--"

"Of course!" More scribbles. "Like most species, you're attracted to health and vigor, positive traits that show good breeding and ability to breed. So the direct size of a female's glands doesn't reveal much about their health then?"

"I never... thought about it that way..." His voice was getting tinier with every word. He was getting certain he was literally dying of shame. Breathing was getting hard.

"Noah."

He blinked, a breath coming in a loud gasp. Twilight was looking at him with concern.

"Noah, I'm serious. I just want to know for science. I swear, I'm not here to judge you." She waved a hoof. "Besides, it's not like there's a female human anywhere in sight, and even if there was." She put a hoof on her chest. "You have my solemn oath that I wouldn't share these findings with her." Her eyes slid off of him. "Of course, should she find them after publishing..."

Noah thrust his hands forward as he fought to his feet. "N-no, that's... That's fine. Actually, this is kind of why I came." He tried to turn it around before it came back on him. "I think this mare is... attracted to me, and I didn't want--"

Twilight hopped closer. "Oh wow! You? Really! This is fantastic." The writing never ended. "You're willing to engage in a courting ritual with a pony? Please let me monitor this! Please please please!"

"T-Twilight!"

Twilight leaned on her hind legs and clopped her fore hooves together with joy. "I'll be quiet and just watch. I swear! Ohhhh, please say yes! I have to document this historic occasion. You've been so cooperative before."

Of course he was. She was always kind of pushy, and he was a doormat when it came to some things.

"I'll make it worth your while."

Noah blinked at that. "How?"

Twilight batted her eyelashes softly. "I knew I'd get your attention. If you say yes, you'll officially be working for me, and doing a favor for the future of Equestria." She thrust a hoof up. "Just think of it. I'm the Princess of Friendship, and you're literally conducting research about the nature of friendship between two wildly different species." She grinned that too-wide grin. "I have to be there! Who's the mare?"

"B-blood Rose?" He was overwhelmed. Everything about the situation was a bit too much. "We're not an experiment."

"No no no, of course not." Twilight shook her head. "If you were, we'd be trying to prove something specific, and we'd need a control. No, this is just an observation. Blood Rose?" She tilted her head then. "I don't recognize that name."

"Brown pony, red mane?"

Twilight perked up. "Oh! That actually makes a lot of sense." She knew then why Blood had that book of Noah's. That put a lot of pieces together. "Has she attempted to begin the courtship ritual already?"

"I... think so?"

Twilight gasped with shock. "I'm late! Tell me what she did! Tell me what you did! Leave nothing out!" Her magic nudged him back onto the pillow as she sat beside it, quill dancing away.

So he began the tale of how he came home to find the darkness and roses, and a mare that clearly wanted to be more than just friends. He left out the part about the book exchange, except to note, "She did get me a book, and it's very nice."

Twilight bobbed her head as she went on and on. "I want to see something." She stepped away from him, took a soft breath, then rose up onto two legs. It was obvious she was balancing. She wasn't made for bipedal motion. "Does this increase your attraction to me?"

What a question! Noah wanted to laugh, cry, and run. "You look fine, Twilight, but..."

She tried to even herself out more and pulled in her gut, trying to emphasize the breasts she didn't have. "Now?"

"It's not working, Twilight."

She looked upset a little, but took notes on the effect. "I see." She fell to all fours. "Do you have any attraction by default?" She raised a brow lightly. "I need a baseline."

"You're a very nice mare, Twilight, but you are a mare."

"And you are a human." She nodded. "But that doesn't answer my question."

"Isn't that... wrong?"

"Should it be?" Twilight blinked softly. "It's certainly not standard, but it's not against any law I'm aware of. Ah! Your natural instinct is to be attracted to things of similar build. That's sensible." She bobbed her head. "It's the same reason unicorns tend to be drawn to other unicorns, pegasi to pegasi, and earth to earth. But it's hardly a rule, and interracial couples are far from unknown."

She thrust that quill at Noah. "How attractive am I, to you? Be honest."

Author's Note

This is going exactly according to... No, it's all one big typo that Noah is trying to endure.

8 - Reading is Magic

Rose thumbed through her precious book. She was holding her exotic form. She had to get used to its quirks. Heck, even just its balance was new and strange, but she was getting a grasp of it.

Full of Lyra's kind donation, she didn't feel too worn as she kept the shape firmly in place.

Humans. The book seemed to paint a picture of them. Whenever trouble came up between them, usually between a husband and a wife, it had two common reasons. One, they simply grew tired of one another. She doubted she'd have that problem.

Two, deceit. One would lie to the other, betray the trust the other felt was complete, and the damage would never be truly undone. Not that the letters really went into detail about the aftermath, except where it was dramatic and interesting. It didn't matter. Lying could bust humans apart really fast.

Rose looked down at her furry form. She had to... lie. Right? There was no way Noah would accept a changeling. He would be furious with her for the deceit she already wove. If she...

She scowled and threw the magazine limply to the side. There had to be a way...

"Hey there!" came an enthusiastic voice. Pinkie dropped from the ceiling, hanging upside down in a way that only made sense to her. "Blood Rose, right?"

Rose practically hopped out of her skin. "W-what? Why are you in my house?"

Pinkie tilted her head. "I thought we were friends, so I came to say hi."

How much did she know? Rose scowled and scrambled to her feet before she realized... She had never met Pinkie as a biped, only as a pony. "How do you know me?"

Pinkie waved a hoof up and down at Rose. "Because you're still the same pony, gosh."

The dreaded Pinkie. She had fought like a true devil in the attack. She was overwhelmingly powerful, and yet... so cheerful. "I am?"

"Like, duh?" Pinkie dropped to the ground and hopped up on her hindlegs, standing as if that was just another thing she could do. "Why are you standing up all the time now?"

Rose looked over Pinkie. She was upright, but lacked the shape. She was a crude mockery of Noah's ideal mate. She felt no threat on that front. "I..."

"Are you chasing Noah?" Her head tilted a little.

Rose went cold. Was she busted? "I..."

"If you're playing a prank on him, stop. He's sensitive, like Fluttershy." She waved a hoof at Rose.

Rose blinked at that. "Oh! Well, alright? I won't prank him."

"Good!" She dropped back to all fours. "So why are you still standing?"

"This isn't a prank." Just how much did Pinkie know? Rose was terrified of the possibilities.

Pinkie gasped loudly, making Rose flinch. "You're hunting him!" Rose cringed and took a half-step away even as Pinkie followed. "That still counts as a prank! Wait..." She stopped and her eyes half-lidded. "How can you hunt him? He doesn't have a marefriend or a wife to replace."

If she knew that... "So... you know?"

Pinkie blinked at that. "What? That you're a changeling? Duh. It's kinda obvious." She rolled a hoof in the air. "So what are you up to? Cause if it's bad, I'll have to leap into action!"

Rose was... baffled. If it was bad? Being a changeling wasn't good enough? Maybe... it wasn't? She licked her lips a little. "I want to get closer to Noah and be loved by him."

Pinkie looked thoughtful a moment. "Do you love him, or do you just want him to love you?"

Did she? She considered what she knew of him. She had been learning more and more of him, and his curious race. She had... She liked it when he smiled, and was annoyed when he was annoyed. Was that love? She grasped one hand with the other, twining the fingers in a way she'd seen Noah do before. "I... don't know."

Pinkie gave a grave nod. "Exactly the right answer. Phew. I thought a moment you were just trying to seduce him and drain all his love away and then I'd have to stop you."

That was pretty much what she had in mind and she flushed just a bit. She was awful at infiltration! "I don't want to hurt him." Besides, if she was careful, he'd be a lot more valuable as a long-term source, instead of a quick feast. "Why are you being so nice to me? Don't you hate changelings?"

Pinkie put a hoof to her chest. "Hate? That's a strong word. I don't want to hate anypony. I guess I don't like your meanie-face queen at all." She stuck out her tongue. "But I don't know you. You haven't done anything wrong." She pointed off. "I mean, Lyra seems to like you a lot. She wouldn't stop talking about you!"

Rose darkened at that. Her victim had blabbed everything. Why did she have to be interrupted before she could finish properly?!

"So are you a nice changeling, not that I ever heard of one of those, or a meanie-face changeling?" Pinkie reached behind herself as she rose up, drawing a cannon into view. "I'm ready in either event, but I'm kinda hoping it's the first. I'm still planning that party of yours."

Rose grimaced at the appearance of the cannon. That same cannon had dispatched an unfortunate number of her kin during the ill-fated rush on Canterlot. She didn't want to challenge it. She didn't want to challenge the pink menace. "H-how can I prove I'm nice?"

Pinkie blinked. She pushed the cannon away and it seemed to slip between here and there, vanishing. She fell to all fours, looking up at Rose. "That's actually a really good question." She tapped her chin a moment. "How about... you show me how this changeling stuff works without being all hissy and mean and stuff?"

Rose ventured a smile. "I could... do some of that, sure." She wouldn't reveal the important parts, the secrets. "Though you're pretty... I mean."

"I'm pretty?" She darkened in her cheeks. "Aw! That's sweet. If you weren't already trying to be Noah's marefriend, I'd have so many more questions."

"No! I mean..." She could get mauled or killed for it. "Permission to be... truthful?"

Pinkie blinked at that. "Granted?"

"During the... The last time you dealt with us. You were a very fierce fighter."

Pinkie nodded quickly. "I'm a defender of Equestria and smiles. Of course I fight hard." She pointed at Rose. "What do you fight for?"

Rose blinked owlishly in kind. "The hive?"

"Huh? What's it like, you know, the hive? Lots of buzzing?"

"Yes..." Rose reached for Pinkie and wasn't stopped from giving the pink menace a gentle pat on her fluffy mane. "I've been away from it for a while."

"Do ya miss it?"

Did she? She thought back to it and could remember stern lessons. Her queen would usually scowl at her and say unkind things.

"It's alright." Pinkie was brushing away a tear from Rose's face. "You don't have to say if you don't wanna."

Rose was confused. Pinkie was so much nicer than most of the rumors and horrors whispered of her. "So... about Lyra?"

Pinkie snorted at that. "Hey, some ponies just like having some fun, no harm in that." She waved a hoof in the air. "From what I heard, you had lots of fun." She half-lidded her eyes in a sultry display. "And so did she. It was like a party, but not the sort you invite lots of ponies over for, usually..." She reared up. "So, like that kind of party?"

Rose was confused at that. Was she being propositioned? Was one of the great warriors of Equestria showing signs that she wouldn't mind being the squealing victim of a changeling?

Pinkie waved it off. "I wouldn't say 'victim', pfft. We're both grown ponies. Neither of us is a victim if we do it as friends, right?"

Had Rose spoken during her confusion? "I-I, really?"

"I'm just checking. We haven't even had your introductory party. We need to get to know each other better, so maybe a little party, just the two of us." She gestured at herself and then Rose. "We'll both learn something and have fun!"

Rose considered that. Truly, she knew very little of Pinkie. "So... what do you like?"

"I like a lot of things."

That was less than helpful. "Let us start at the start. Do you like... mares or stallions? Do you have a favorite pony in the whole world?"

Pinkie got a heavy look of concentration. "I... I like lots of ponies. Gosh. I mean, even for a, um, private party, they both have their plusses. Mares are nice and soft and usually clean and nice-smelling. They know how you feel, so they can be very good at dealing with it, you know?"

Rose gave a little nod, but let Pinkie go right on.

"Now stallions are bigger and stronger. They can reach all the way inside and get to those special places and leave you feeling like a filled eclair, mmm, and that's both fun and special." She gave herself a hug before falling back to all fours. "Both have their perks. Do I have to pick one?"

Rose supposed, in the end, she didn't, but... "How am I supposed to pick one?"

Pinkie rolled a hoof. "So don't. Besides, aren't you, uh... Don't you have one you 'are'? I mean, are you a mare or a stallion?"

Rose crossed her arms. "I can be either, but I... I'm more used to being a mare. It doesn't matter. Drones don't foal, so my standby gender is just about meaningless."

"Meaningless?!" Pinkie hopped up, thrusting a hoof at Rose. "You stop that right there! You're more than just a disguise, as cool as that is."

"I am?"

"Of course." Pinkie nodded. "If you were just that, then you'd just be another meanie changeling, and I'd have to blast you out of town. Good thing that isn't true."

Rose quirked a nervous smile. "Good thing..." She wasn't sure this was headed in a healthy direction at all.

Pinkie got a suddenly devious look. "So, hey, if you're good at being both, why not be both?"

"What?"

Pinkie lowered that pointing hoof to between Rose's legs, flat at the moment with nothing to see. "If you want to, couldn't you just be a stallion there? You could be a mare in all the good ways and a stallion in all the good ways, right?"

Author's Note

Pinkie, this is not how we deal with changelings.

Or is this exactly how we should deal with changelings?

Which way is the typo?

9 - No Love

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!

1 - Getting Along

Noah awoke to the birds chirping and the sound of quick pegasus zooming past far above. How they made such sounds just by flying, he still wasn't sure, but he tried not to think about that too hard. He bounced from bed and quickly got about preparing for the day when there was a soft knock at the door.

He approached the clopping sound and opened the door to see a cross-eyed delivery pegasi hovering there in defiance of physics. She grinned and offered a letter. "Here ya go!"

She was holding it in her mouth of course. It wasn't like she had any hands. Sometimes ponies would just grab things with their hooves, but it seemed almost random when that happened. Noah accepted the letter gently and forced a smile. Not like it was even remotely Derpy's fault she was what she was. "Thanks, Muffins."

The pegasus blushed brightly. "That's Derpy! Gosh, only my really close friends call me Muffins." She suddenly perked, her ears going up. "Oh wow! Does this mean you want to be good friends? I have this really great grazing spot--"

Noah held up a hand. That was a sweet offer, but... "Grass doesn't agree with me."

She looked baffled. "What? No! Silly. I'm not an animal! I mean, I am, and so are you, but not that way, I mean, oh gosh. Now I'm confused."

Noah tried to ask what she meant, but she flew off in a tizzy, weaving an erratic pattern as she made her way towards her next delivery. He'd botched that up. Maybe grazing spot was just a pony term? He slapped himself on the forehead, getting it but far too late for it to matter then. She was asking him to go out to dinner at a restaurant like any normal person.

Ponies were people. The stupid little things kept getting in the way. With a bit of a smirk at his own foolishness, he stepped out into the warm sun. "Thanks, Celestia," he spoke to the sky, having learned the habit from his pony neighbors. They claimed their princess literally controlled night and day.

It sure sounded like a really fancy way to keep power, but she was, by all reports, a kind soul. If that helped keep a good person in charge, he wasn't going to rock the boat too hard. Let her be their daybringer if she did her job well.

A lanky stallion, the baker, was walking past. "Going somewhere fancy?" He perked an ear at Noah. "You look dressed for it."

Compared to many of the other ponies, Mr. Cake was pretty well dressed. He had a hat, and an apron, and a bowtie! He had no pants. So very few ponies had pants or anything close to it. They found his insistence on always wearing such a bit confusing.

"Nah," he replied truthfully. "I was going to go see the Princess."

"Well, that's a special occasion." He nodded. "Wait, Princess Celestia?"

"Twilight."

"Oh! Sorry, she ran off with her friends on some friendship mission." He shook his head back and forth. "Really sorry, but at least I can save you the trot out to her castle. You won't find anything but Spike there about now."

There was always the bright side. That did leave a big hole in his day's plans though. "Thanks."

"No problem." He tipped that hat and trotted off towards Sugarcube Corner.

Noah found a bench instead and crashed down onto it. There was plenty of space on it, but it was made for a pony to lay out across it, rather than curious humans sitting the human way.

He felt a soft thump and glanced to the side, seeing Lyra sitting there, imitating him with a big grin.

Bon Bon came along and grabbed her hoof in her mouth and hauled her friend to the ground. "Stop bothering him!"

"I didn't mean nothing by it!"

Off they went, arguing back and forth as they walked.

Lyra meant... well enough. She was a fangirl. She liked imitating and marveling, but she was pretty lousy as an actual friend.

"Hello," came a soft female voice. Noah looked up to see a smiling unicorn with dark brown fur and bright red mane and tail. "You look out of sorts."

He was, but ponies usually didn't notice, or were too busy being pushed out of sorts by his own odd behavior around them. "A little."

The unicorn's tail swished a little. "Tell me about it?"

There seemed no lofty expectations in those words. She looked to him with a simple and genuine interest.

"Well..."

She sat down in front of him. "You're Noah, right?"

"Yeah, you are?" That seemed a safe place to begin.

Her mouth opened, then closed. She frowned a moment before she answered. "Blood Rose."

That was a lie. Ponies seemed really awful at lying. Why would she lie about her name of all things? "Nice to meet you, Blood Rose." He hiked a brow. "Now why are you making that up?" He attacked headfirst.

It threw her off-balance. "Oh! I... I just..." She sank a bit. "I'm not from around here."

"Neither am I."

She bobbed her head. "I got that impression. I thought we could keep each other company."

A pony that wanted to be with him, and not just for study? Wait... "Do you want to examine me?"

She blinked with wide eyes. "Do you like being examined?"

The way she phrased that almost seemed like she would if it pleased him, which tickled him fiercely. "No, no. You don't have to do that. It's just what the local unicorns seem to want if they aren't avoiding me." Twilight wanted to know what he was, how he worked, and where he came from. Lyra wanted to know how humans worked too and was practically obsessed. Rarity was beside herself with the 'curious machine tailoring' in his clothes. Every unicorn, something to obsess over.

"Well... Maybe we can get to know each other. For now, Blood Rose, please." She dipped her head a little. "Why did you come here?"

Why? "It wasn't on purpose, I promise that." Noah waved it off a little. "But here I am, and going back isn't happening, for now at least."

She smiled a little. "Would you? I mean, if you could, would you go home?"

It would... He did want to, but 'home' stopped existing after he was gone for about a year. Everyone else. Everything else would have moved on. His home, his job, his everything!

Rose seemed to notice the effect of her question and levitated a cloth towards him. "I'm so sorry! Please, I didn't mean to upset you."

He accepted the cloth but didn't wipe himself. He sat himself up straight. "It's alright. Nothing either of us can do about that."

With a soft thump, Rose hopped up beside him and sat down more like a pony normally would. "I'm far from home too. I miss my friends, and my... mentor. This whole town... Sometimes it's like we're not even speaking the same language."

"Why don't you go home?" Noah knew why he wasn't going home, but what reason would a random unicorn have?

"Can't. It's my job to be here." Blood smiled at Noah with a bit of a quirk. "We all have to do our jobs, right? Do you have a job, Noah?"

His human job was ash. But he did have something. "Sure. I give hair, um, 'mane' cuts." It wasn't at all what he had gone to school for, but he'd picked it up well, with a little help, and it paid his bills.

Rose raised a hoof to brush along her curls. "I've never gotten one of those before. I'll have to try."

That surprised Noah. She looked pretty well groomed. "What's your secret?"

She smiled brightly. "You can't just ask a lady for her secrets, Noah. Maybe I'll tell you after we get to know each other a little better." She hopped to the ground lightly. "For now, I should go. Be well, Noah."

She trotted off, leaving Noah alone. Not entirely alone. The conversation was still warm in his chest. He didn't trip over any ponyisms and she didn't blunder too badly over anything. She didn't seem upset, overly curious, angry, or anything about his appearance. All she seemed to see was a lonely soul, and there she was.

He hoped he'd run into her again.

"Hey mister!" He looked down to see a young pony. Scootaloo. "Can you help us build a huge ramp?"

If he let himself, the three, the CMC, were not at all hesitant about taking advantage of his height, strength, and dexterity. Their unicorn friend, Sweetie Belle, was, well, a unicorn, but she was still new at her magic. A person that could reach and do things was better and easier.

Well, he didn't have anything better planned... "Alright."

Scootaloo let out a triumphant whoop and led him away, bouncing with every step.

Behind them, Rose watched them walk off from behind a corner. She licked her lips subtly. The human had a taste. She hadn't gotten very much of it, with them just meeting. She didn't know what humans liked to see, but he did react well to her behavior, and a little trickle of vital energy had reached her parched tongue.

He tasted good.

Sure, he was a very strangely shaped pony, but the rules didn't really change.

"You're going to love me," she whispered to no one.

Author's Note

So... interested? Like it? Hate it? Tell me!

Good or bad, I am sustained by your words.

7 - Experimentation

Twilight drew the quill away. "I'm sorry."

Noah blinked. That was a sudden turn. "What?"

"For pushing you. I'm getting carried away." She took a slow deep breath. "I don't think you realize just how big this could be though, but you are a friend." She bobbed her head a little. "And that's more important."

Had Twilight actually talked herself down? That was a big thing, for her. "Thank you, Twilight. I appreciate that."

She smiled with obvious pride in her maturity. "However." Uh oh... "I'm afraid the measurements I took of you earlier weren't nearly comprehensive enough. Are humans even physically compatible with ponies?" She raised a brow. "Do you intend to attempt breeding, or will this be... just extra close friends?" She pointed at him. "With your permission, I'd like to do a comprehensive measurement."

"Twilight!" Alright, even Noah had his limits. "Do you even know what you're asking?"

She blinked. "I want to know the length, girth, density, and shape of your insemination organ." She tilted her head just faintly. "I wasn't even thinking about it before, but I wonder how similar it is to Equestrian species... You have a lot of other things in common, and other things wildly out of place. Why, considering the anemic amount of thaumic energy your world seems to have, I wonder how your body copes with impregnation without it." She perked her ears up as she sat. "Of course, a female would be more directly useful for that, but we work with what we have."

He decided to give being forthright a try. He couldn't just let her walk over him, again. "Twilight, no."

She blinked at his abject refusal. "Is something wrong?"

"A lot of things! Twilight, you're making me uncomfortable." Uncomfortable seemed a bare s-- His thoughts skipped a beat as he felt Twilight's magic give his rebellious erection a squeeze.

"You appear to be entering a state of arousal," she noted as if that wasn't an embarrassing thing. "Oh!" She smiled brightly. "Were you being deceitful before, Noah? It's very important that you tell me only the truth." Her magic gently felt along his sensitive length despite the pants in the way. It... kind of felt fantastic, if he ignored the situation in which it was happening. "If I seem like a suitable breeding partner, there's no reason for you to say otherwise.

It didn't help to know she could feel him through it. It was just as if she had a hand on him directly, stroking him slowly as she gazed up into his eyes. "Now, I meant what I said. This is obviously upsetting to you, and I think I might know why, now." She hadn't stopped touching, or pulling carefully. She was teasing him, and it was working quite well. "You weren't ready to disclose your feelings for me. I'm flattered! I mean, really." She raised a hoof over her snout. "You're the first stallion to express that specific... Well, that isn't true, but we're not here to discuss my sexual history. We're here for you, and I accept your affection, even if we're not going to become a bonded pair."

Why was she still stroking him?! He was as stiff as steel and ready to do... something. He wasn't sure what, but his body was ready, mind be damned. "Twilight, I already have a mare chasing me."

She bobbed her head. "And I want to know all about that." She gave him a firm squeeze from the tip to the root all at once. "You seem to be compatible in general dimensions. Assuming you're as careful as you usually are, you won't cause any injuries to any consenting mare. Now, just how much thaumic energy do you have... here." Her magic slid down his shaft and gathered around his sac, teasing all along it as she felt and weighed it with a look of concentration on her face. "Hmm..."

On one hand, he was being a bit violated. On the other, it felt kind of amazing, and it wasn't that he had NO attraction to Twilight, just that he was happy with it being purely as a friend. Before Blood Rose, he was happy seeing all ponies as friends, not anything more than that. Maybe it was all a mistake. Maybe he should just... let Rose down gently.

"Your arousal is diminishing." Twilight frowned as her magic flowed back upwards and began pumping him directly, getting his tool to harden and twitch under her attention. "There we are. How do you feel?"

How did he feel? He... wasn't sure entirely. A growing part of him wanted to throw Twilight to the ground and show her how to use his cock properly. More civilized parts were horrified at the idea for a number of reasons. "Twilight, as a friend. Stop."

Twilight blinked. Her horn stopped glowing and the feeling of her on his member faded. "What's wrong?"

He hadn't expected that to work. He sat up. "The choice of who to be touched, like that, is private and very important to any human. Hell, would you want some alien to hold you down and start probing your sex for its science?"

Twilight went a dark red at the very idea proposed. "O-oh! Oh... But... I'm..." She glanced away and back. "Am I just an alien, Noah?" She raised a hoof to her chest. "We've become friends, I hope. Do you trust me more than... just an alien?"

Noah picked himself back up to his feet, awkward stiffness ignored for the moment. "Twilight, I like you, as a friend. I do trust you." There were limits to that trust, for sure. "But you're asking me to accept you as a lot more than a friend."

"And how does that make you feel?" Twilight raised a brow. "Be honest. You won't hurt my feelings, promise."

She said that, but he was sure she would be crushed if he came down on her too hard. "Awkward, to start."

"Mmhmm."

"I'm just getting to the idea of letting a pony that close, to have another pony that I thought was just a friend ready to push past it. Even if there wasn't a damn thing wrong with me and Rose, this would be cheating."

Twilight blinked with wide eyes. "Oh! Well, that was silly of me. Did you already agree to a mating bond with Blood Rose?" She tilted her head. "I had no idea you'd already gone steady or I would have been more careful. Congratulations!"

That wasn't... "Not exactly."

"Oh? Then... what would you be cheating on?"

Nothing. Noah sagged a bit in place and let out a loud breath. Trying to hide behind fidelity wasn't going to work, since he hadn't gotten that far with Rose yet. There was nothing but his own awkwardness. "W-wait, why are you so ready to continue?"

She blinked. "You're aroused. You're exhibiting every sign I'm aware of indicating that you wish to proceed, at least biologically."

Noah scratched behind his head. "Don't stallions get stiffies once in a while when there's a pretty mare around?"

Twilight darkened a bit at that. "What they do in privacy is none of my business, but what I've read indicates that they do become aroused in order to, hmm, relieve pressure. In public, it's considered extremely taboo, and most simply don't do it. Why, you can't even see a stallion's parts until he's ready to breed. A mare's either, for that matter." She thrust a hoof at Noah's groin. "Your clothing is the only reason you're not a constant walking taboo."

Noah could only feel some growing shame at that. In his state, his clothing only did a partial job of hiding the fact that he was male.

Twilight let out a sudden cute little squeak. "Oh no! I've been misreading you this entire time. You can't control that? I thought... I thought you were doing that on purpose." Her cheeks began to burn all the brighter. "I... thought you were... I'm messing this all up! Please, forgive me! I didn't mean to." She backed away a few steps, clear worry in her eyes.

His heart couldn't stand to see her getting so torn up. If she was telling the truth, and he had little reason to think she wasn't, it was an honest mistake. From her view, he was doing everything short of writing a letter that he wanted her. Sure, that wasn't what he meant, but that's what she heard. They were aliens. Misunderstandings were going to happen. He could take it as a reason to be pissed, or he could try to work past it.

He dropped to a knee and held out a hand towards Twilight. "It's alright. I'm glad we figured that out. So, let's put that aside now, alright?"

She came closer with an unsure little smile. "So... not angry?"

He nodded quickly. "Not angry."

She reared up and gave him a sudden hug, thankfully devoid of any sexual meanings that he could immediately tell. He returned the embrace and things seemed to be delightfully settled for the moment.

Twilight settled back to all fours. "Now... I do hope, should you experience such attraction in the future, you'll speak frankly and directly. We are good enough friends that we will approach the matter directly, like adults and decide what's best."

That phrasing left it open that Twilight might be perfectly alright with a human boy, er, coltfriend. "You still wanted to have a 'baseline'?"

Twilight bobbed her head. "Oh yes, please. Are you feeling ready?"

He was. Noah settled back on that pillow. "Alright, so... To start, you're a good person."

"Thank you." She was still taking notes. "But?"

"I find your general... attitude appealing, even if it's overwhelming at times. If I take 'you' and ignore the physical part, I can see a perfectly wonderful woman."

Twilight raised an ear as her quill danced. "But... physically?"

"I haven't started looking at ponies that way."

She pointed at him. "Except Blood Rose?"

That wasn't... entirely true. "She... I don't know how, but she seems to want to be more human."

Twilight blinked. "I thought you said standing on two legs didn't help?"

Noah rubbed behind his head. "I was overwhelmed, and you're a friend, not... that."

"I see." Her tone implied she didn't quite see, but she let it go for the moment. "So the bipedal motion did help?"

If Noah was being honest with himself... "I think it did. There was still something off about it, but even that she was willing to go that far just to get closer to me instead of waiting for me to get closer to her, it was kind of flattering."

The pad suddenly snapped shut. "I think I have all the information I can get for now. Noah, may I have your permission to continue documenting? I will do my best to be out of your way." She tapped her chin softly. "And I'll owe you a favor. We could make it a sizable portion of bits, but I feel you can be more creative than that, and would appreciate it more than simple payment."

Author's Note

Things almost go too far, but they don't go falling off the edge just yet.

Maybe we can salvage this typo!