When you teleport, your senses are briefly cut off from reality as you travel through that space between spaces. and it takes them a moment or two to start giving you valid information about the new place you have arrived at.

For Twilight, as with most others, the first thing that reported in were her eyes, telling her that she had indeed arrived at her intended destination of the crystalline caverns within Mount Canter, as dozens of reflected images of her and Dashiel looked back at her from the surfaces of the crystals that had first drawn ponies to this place, millenia ago.

The second thing that came barrelling in was the smell. Twilight could feel her nose wrinkling as the ammonia-like tang of old sweat hit her olfactory nerves, followed almost immediately by the musky smell of sex. Lots and lots of sex.

“Dashiel?” Twilight asked, looking beside her. She could see her companions' nostrils expand as the odour of the place hit her as well.

“Yeah, I smell it too,” Dashiel replied, before dropping into a bent legged stance. “You stay here, I’m going to reconnoitre a bit.”

“I’m coming with you,” Twilight stated, only to be stopped cold by Dashiel’s war wing.

“The bucking hell you are,” the captain of the Twilight Guard hissed. “I work for you, but in a situation like this, I’m in charge. So you stay here while I poke around.”

“But—” Twilight tried to interject.

“No buts. You risk your flank too much as it is,” Dashiel bluntly interrupted. “I go, you stay. If it sounds like I need help, then you come in to kick butt and take names. Let me do my job, so you can do yours once I find out what the situation is. Okay?”

“Be careful,” Twilight cautioned, taking a step back.

“Don’t worry, I’ve got both you and Luna making sure I don’t do anything too crazy,” Dashiel replied, before furling her wings and moving away so softly Twilight would have sworn the pegasus was floating over the ground instead of walking.

Despite her confidence in Dashiel’s skills, Twilight couldn’t help but worry and spent the long minutes waiting for her captain’s return in recalling numerous spells that could be used for both defence and offence. Particularly ones of the quick and dirty sort. Twilight was just about to cast a pair of defensive enchantments when a hissing sound caught her attention.

Looking in the direction the sound had come from, Twilight could just see Dashiel making a “come here” motion from where the ever-present gloom of the caverns began.

“What did—” Twilight’s question as she came close was stopped by a hoof against her muzzle.

“Shhhh!” warned Dashiel, anger passing across her face briefly.

“Sorry,” Twilight whispered. “What did you find?”

“Trouble,” Dashiel replied, in a low hard voice. “Follow me and don’t cut loose until you have to.”

Twilight went to make a questioning look at the battle-scarred veteran, but Dashiel was already on the move, ghosting along on silent hooves so quiet that Twilight was now sure some sort of pegasus magic was involved. With no other option, the alicorn followed in Dashiel’s wake as Twilight could clearly tell from her body language that whatever the pegasus had seen had brought her well honed combat instincts to the fore.

Twilight did her best to move as quietly as Dashiel did as the pegasus led them both through gallery after gallery of crystal passages, the occasional annoyed flick of an ear telling her that she wasn’t moving silently enough for the captain’s liking. They had been moving for what seemed hours, but was likely only a couple of minutes, when Twilight heard it. The rhythmic sound of flesh on flesh and panting breaths working hard to feed that flesh with the energy it needed to continue the drumbeat of life.

It was the sound of sex.

The pair rounded a corner and Dashiel dropped into a low crouch as Twilight spotted an opening in the wall ahead. A reddish light coming up from beneath told Twilight that the hole overlooked something, likely whoever it was who was currently having their brains fucked out as the slapping sound had grown even louder. Twilight didn’t need to be told to move with as much quiet and care as she could from this point forward.

Dashiel moved forward just enough so that she could barely peer over the lip of the hole and gestured for Twilight to move up beside her with her flesh and blood wing. Step by laborious step the lavender alicorn moved toward that opening, taking care to see where her hoof would land each time, but at last she was able to see what had made Dashiel come and get her.

The hole overlooked a large cavern, in the centre of which was a curtained off area that was lavishly furnished with couches, divans and a veritable mountain of pillows and cushions. The area was lit by golden lamps on silver chains above small tables that held bottles of wine, snacks… and a wide variety of sex toys. More than Twilight had ever seen outside of Shaushka’s brothel or Spicy Hot’s specialty store.

In the center of all that luxury Twilight could see the forms of Celestia, Luna and Derpy engaged in active, energetic sex. Both alicorns appeared to have made use of “The Special Spell” and were ramming their magically created endowments into both of Derpy’s lower holes with a back and forth rhythm that had the blonde pegasus moving in a strange dance of sybaritic glory. But something seemed off about it all.

Focusing her gaze, Twilight drew in a hissing breath as realized that all three ponies were wearing some sort of hood or helmet made from a rough, red material that covered their entire heads leaving only their mouths and nose uncovered, rendering all three blind and likely deaf as well. Twilight’s gaze moved down the bodies of the three ponies and realized something else was wrong.

All three ponies had been at this for a very long time.

Celestia and Luna were both sweat streaked, flecks of foam covering their heaving barrels as they both strove to keep up the pace they had set while double-fucking Derpy, who looked far worse than the alicorns who were servicing her. The grey furred pony, who was the meat in the alicorn sandwich, was absolutely covered in a froth that in places was streaked with lines of red. Her barrel heaved as she did her best to keep pace and respond with what was being done to her, but even at this range Twilight could tell her maid was nearing complete physical collapse.

Unless something was done, and fast, Derpy was going to be literally fucked to death right in front of Twilight's eyes.

Dashiel must have felt Twilight tense up beside her, as the warrior suddenly grabbed Twilight’s muzzle and drew it close, whispering, “No. Look outside the curtains.”

Dashiel let go of her princess, and Twilight looked back down, expanding her vision to take in what was going on outside of the curtained off area. At first she couldn’t see anything unusual at all, but something twigged at her arcane senses and a simple wordless spell allowed her to pierce the magical cloak around the area.

There were dozens of the strange red changelings moving all around outside the curtains. Some appeared to be maintaining the cloaking spell Twilight had just pierced, and others were using their strange magic to send a previously invisible scarlet fog over the three ponies in their midst, but the vast majority of the insectile beings were carrying a stream of head sized red crystals to and from the site of what was clearly a magically compelled orgy.

The changelings moved in a smooth line, coming in from another entrance to the cavern, their crystal a dull red. They would then walk around the curtained off area, and as they did the rock they held would gradually change in colour from their original dull red into a vibrant, pulsing scarlet, before walking back out of the cavern the way they had come.

A puff of air washed against the rapidly angering alicorn, and Twilight realized that Dashiel had disappeared. She was just absorbing that information when a booming voice echoed across the entire cavern and likely out into many of the caves beyond.

“I AM THE TERROR THAT FLAPS IN THE NIGHT!” declared Dashiel’s voice, in a tone that promised doom and destruction. “I AM THE BOLT FROM THE BLUE THAT DESTROYS YOUR PLANS! I AM THE LAST SHADOW OF FORMER GLORY!”

Dashiel appeared in the middle of her enemies in a battle crouch, wings flared and weapons ready for blood.

“I am Dashiel, Twilight’s Captain and Luna’s Chosen,” the pegasus finished. “Surrender or die.”

There was a pause as every creature present froze into perfect immobility, and then utter chaos broke loose as at least a dozen of the red creatures hurled bolts of power or carmine blobs of the resin-like mucous changelings loved to capture ponies with. Dashiel, however, was already on the move, leaping to avoid the initial barrage and landing among a group of her attackers.

“Go for the princesses!” Dashiel shouted. “I’ve got this!”

Twilight dove through the hole in reflexive obedience, landing beside the still screwing sisters and their sexually suffering steed. A few changelings made to attack Twilight as well, but some well placed blasts from her horn drove them off in short order. Most of the other changelings appeared to be concerned with either fleeing the area with as many crystals as they could carry, or trying to take down Dashiel, which was a losing proposition even at the best of times.

“Luna, Celestia,” Twilight yelled, shaking both alicorns. “You’ve got to stop.”

“Must. Need. Have,” panted Celestia, unhearing and uncaring of Twilight trying to stop her, the gold of her sorcerous endowment flashing as it slid in and out of Derpy’s body, and Twilight gasped as her downwards gaze revealed the damage that had been wrought by unknown hours of alicorn strength and stamina on the soft flesh of her maid.

“Sorry Celestia,” the alicorn murmured, as she fired a stunning blast into her mentor at point blank range, followed a moment later by a second blast directly into Luna. Despite the resistances of their breed, both of the sisters succumbed almost instantly and their faux cocks melted away almost in the same moment of their collapse.

“Derpy!” Twilight cried, pulling the pony into herself as she fell sideways. The grey pony’s body was so hot it almost burned to touch her, and Derpy was still pulling in the deep and desperate breaths of a pony on her last mile.

“Want. Release. Need,” Derpy gasped, in almost direct imitation of what Celestia had said a moment ago. The thought made Twilight glance over to the solar princess and it shocked Twilight to the core to see that both Celestia and Luna’s hips were still slightly moving up and down, in spite of being fully unconscious, still trying to complete what they had started.

“What did they do to you?” Twilight asked, breathing out the question. Looking up, she could see the fight still going on. Dashiel was still badly outnumbered, but she was outmanoeuvring and outfighting her opponents with ease, and despite her words Dashiel appeared to be more than happy to strike blows that disabled her opponents rather than killing them outright.

Twilight staggered as something impacted her back with a wet splat, and she turned to see a pair of the red changelings staring back at her.

“You!” hissed one of them. “The Changer of the Way!”

“Get her,” ordered the second, sending a blob of resin toward Twilight that was easily blocked.

“What did you do to them?” Twilight demanded, grabbing the one that had fired at her with her magic.

“We, gave them, your gift,” the creature rasped, and Twilight grimaced as she realized she was putting too much force into her telekinetic grasp and was almost crushing the changeling.

“What gift?” Twilight again demanded, before the first one managed to surprise her with a hoof sized blob of resin that struck squarely on her horn, shorting it out. Twilight braced herself for an attack as the one she had grabbed fell to the floor, but instead the two scrambled away from Twilight, running for the exit on this level.

Twilight turned her attention back to Derpy, scooping her maid up in her hooves she held the mare to her breast, and grabbing a fallen bit of curtain she started doing her best to wipe the blood streaked foam from Derpy’s body. Twilight wasn’t a medical pony, but she could tell that her maid was in a very bad way, and with every vital reservoir utterly depleted, her spark of life was beginning to fade.

“Dashiel! I need you!” Twilight shouted. “We need to get Derpy to a doctor, fast.”

“One sec,” was Dashiel’s response, dropping her last two opponents with a fast, economical combination that left them both on the floor. By Twilight’s hurried count Dashiel had taken out nearly fifty enemies in less than two minutes, many of whom appeared to be still breathing.

“Holy crap,” Dashiel said, when she got to Twilight and took in the condition of her fellow pegasus. “Princess, I don’t think she’s going to make it un—”

“I’ll teleport us,” Twilight interrupted, trying in vain to scrape the resin now glued to her horn.

“Stop. That won’t work with that stuff on your horn, and we can’t get it off you right now,” Dashiel ordered, in a voice of utter authority. “I’ve got something that will buy us all the time we need.”

“What?” asked Twilight, feeling Derpy’s breathing beginning to shift to the agonal rhythm of near death.

“They came up with this in the last year or so of the war,” Dashiel said, and detaching her war wing, opened a small compartment built into one of its metal spars. Inside Twilight could see what looked like a single use drug injection vial of the sort given to ponies with severe allergies.

“What’s in that?” Twilight asked, as Dashiel pulled out the vial from its protected niche.

“Concreation Twelve,” Dashiel replied, eyeing the grey fluid inside the injector. “It’s a distillation of cockatrice blood and basilisk venom, among a few other things.”

“That will, that will turn her to stone!” Twilight gasped, before realizing the logic of the potion. “And while she’s a stone she can’t die!”

“Technically she’ll be dead, but in a state that she can be revived from and that will keep her exactly as she was when I inject her,” Dashiel added, and pressing the small device against Derpy’s flesh, she triggered the activator. “Officers ranked ‘Captain’ and above were issued these for times just like this.”

“There’s only one problem,” Dashiel continued, as the two of them watched grey fur give way to grey stone. “I don’t have any of the reversal agent.”

“WHAT?!” screeched Twilight, pure rage in her eyes as she grabbed Dashiel. “HOW ARE WE SUPPOSED TO REVIVE HER?”

“Easy, Princess,” Dashiel replied, taking the marehandling in stride. “We go back and visit my Celestia, or at least a hospital there. They’ve got tons of the stuff.”

Twilight just stood there for a moment, trying to process what had just happened, and what Dashiel had committed her to, and remembering that Dashiel was a version of Rainbow Dash, after all.

“Look, I’ve seen enough ponies on their last breath to know Derpy wasn’t going to survive much longer,” Dashiel explained, her tone realizing that her usual fast and independent decision making might have been just a little too fast and independent just then.

“Next time, ask first. Understood?” Twilight demanded, before being distracted by Luna and Celestia still trying to hump something, in spite of their unconscious state.

“They’ve been drugged,” Dashiel replied, using a hoof to part the snow white hairs on a royal neck. “Several times by the look of it. I’m guessing by these weird changelings.”

Twilight gave Dashiel a look that promised the captain of her guard that this discussion wasn’t over, but there were more pressing issues at the moment.

“Follow the rail cart tracks and they should take you up to the surface,” Twilight said, gathering up some of the scattered pillows in an effort to make the sisters more comfortable. “Send a detachment of the guard here, along with as many medical ponies as possible, then I want you to link up with Shining and Cadance and get them into Canterlot. By that time I should have this gunk off my horn and be able to teleport everypony back up.”

“Yes Ma’am,” Dashiel responded, snapping out a salute. “Just be careful. None of these things that I hit should be able to give you any trouble, but they seemed pretty weird, so be careful.”

“I’ll be okay. Get going, that’s an order,” Twilight commanded.

“Yes Ma’am,” replied Dashiel, quickly fitting her metal wing back to her body and leaving the cavern with a blast of dust and wind.

As the dust and papers settled Twilight glanced over to the pile of changeling wreckage her captain had made. She was far from a callous mare, but these were creatures who had hurt her friends and family, had hurt ponies who looked to her for guidance and protection, bringing one of them to the point of death itself.

The part of Twilight Sparkle that was the Princess of Friendship ached to see any creature suffer harm, but being a princess also meant accepting the responsibility to protect those who responded to Friendship’s magic from those who would seek to harm them. It meant accepting that sometimes very unfriendly things had to be done, and whether it was done by her hoof or by her orders, she was responsible.

Twilight slowly walked over, and the changelings that were still conscious and able to move shrank away from her approach.

“Don’t,” she warned them, and as a single body all of the changelings froze. “Take care of your wounds and each other as best you can, but don’t try to escape or attack me. Okay?”

“You… you are the Changer of the Way,” one of them replied, in a hissing voice. “Join us. Let us worship you. We will spread your Gift across the land and you will be our Queen.”

“The other changeling called me that too,” Twilight answered back, frowning in thought as she did so. “What does ‘Changer of the Way’ mean?”

“It means we will be your devoted slaves, serving you in all things,” said a second of the red changelings, this one tying a splint around a clearly broken rear leg. “Join us. Be our Queen.”

“Join us,” echoed a third, and a fourth.

“But I… “ Twilight’s words trailed off. Why shouldn’t she accept their worship? They were in need of a leader. A leader who would teach them the values of Friendship. A leader who—

Twilight could feel her thoughts slowing down, like they were becoming mired in jam.

Yes, she could become the Queen of these strange changelings. They would be hers, and through them all ponies would become hers, serving her even as they serviced…

“Serviced?” Twilight said aloud, voicing her thoughts. “Why would I say ‘serviced’?”

“We would love to be of service to you, O Queen,” said the hissing voice of a changeling, much much closer than it had been before.

Twilight looked up in alarm, just in time for the straps of a bridle to slide over and around her muzzle, the rear straps looping around the back of her head and buckling tight as they glowed with scarlet magic. Another second and loops of rope passed through attachment points on either side of her head and what changelings were still able bodied pulled them taut, tethering the alicorn between two groups of the creatures.

“Don’t fight it, O Queen,” said the changeling, as the smokey scarlet fog of their strange magic began to fill the air again. “Rest. Safe and secure, and knowing that we will serve and be of service to you, once you have embraced your destiny.”

“Let me go!” Twilight yelled, tossing her head in an attempt to free herself, but in spite of the fact that the changelings holding her were wounded, they had both leverage and their own magic on their side.

“Can’t you feel it?” hissed the changeling, mounting her back as if she was some sort of riding animal. “The desire? The lust? The need to breed and be bred?”

“I… “ Twilight said, her argument dying in her head. They were right. She could feel the heat growing inside of her, fed by the carmine sorcery of these strange changelings. The need to have a stallion covering her flanks. The desire to have a willing mare beneath her. The overwhelming urge to hold the rein—

“NO!” Twilight shouted, and throwing all of her alicorn strength into the effort, twisted and heaved against the ropes holding her, sending changelings flying like beads of water from a cracked whip.

“You cannot escape your destiny!” shouted the changeling riding on her back. “You belong to us and we to you! You will be our Queen of Lu—”

Whatever else the changeling was going to say came to a halt as Twilight reared up and rammed the creature bodily into the stone wall of the cavern with a horrible crunching noise, and Twilight felt the being’s weight come off her back as it fell to the floor. Twilight moved into a fighting stance, ready to continue the battle, only to realize that there was no one left to fight.

The red haze that had been refilling the room began to fade away once more, and as the air cleared, so too did Twilight’s mind and with it, her clarity of thought returned. A minute later, with a clear and focused mind once more, Twilight was easily able to unbuckle the bridle and check on Celestia and Luna again.

Neither alicorn seemed to have suffered any further ill effects, but if they and Derpy had been exposed to the same magics that Twilight had over the past couple of minutes it explained a lot of what had gone on in Equestria while she had been away. As for the remaining changelings…

A full half dozen of them had breathed their last, collisions with solid objects finishing what Dashiel had started. Of those that were still alive, only one was still conscious.

“Why?” Twilight begged, heartsick at the carnage she had wrought. “All you had to do was just sit and surrender. That’s all.”

“You,” replied the changeling, with pained breaths, “are the Changer of the Way. That is why.”

No matter how much Twilight cajoled or begged the creature, that is all that it would say to her. Repeating the same line over and over again, which is how the rescue party found her, still trying to get some sort of information from the creature.

“Looks like you had a time of it,” Dashiel observed, setting down beside Twilight as the cavern filled with medical ponies and members of the Twilight Guard flying protective escort.

“Take good care of her,” Twilight said, to a unicorn that was lifting Celestia onto a litter. “Keep her and Luna unconscious until we can get the drugs they’ve been filled with out of their systems. Got it?”

“Understood, Princess,” replied the unicorn. “We love her too.”

“I know,” Twilight responded, allowing a small smile to touch the corners of her mouth before turning her attention to Dashiel. “And yeah, once you were gone they tried to tether me in place while overwhelming my mind with that magic of theirs.”

“If you hadn’t known it was coming, they might have got you. Like they did back in Ponyville,” Dashiel commented, making Twilight look at her sharply. “Oh come on, I know how you were feeling back there. Possession, dominance, control, and all of it in the name of getting your fields plowed.”

“I… Uh… Yeah,” Twilight admitted, feeling her cheeks heat a bit. “It was these red changelings then?”

“Near as I can tell, yeah,” Dashiel answered. “They had those crystals of theirs all over the place, and any pony near them starts getting randy as—”

“Over here!” yelled a guardsmare. “I need help over here!”

Everypony came running over to where the mare stood, facing into a small alcove just off of the main cavern. There were over a dozen of these small side chambers and so far, all of them seemed to have been used as storage for one thing or another.

This particular alcove however, was being used to store a changeling pod made from red resins and mucus, as opposed to the standard green ones that Twilight had seen before, and everypony gasped as they saw who was trapped inside the pod.

Queen Chrysalis weakly struggled against the semi-elastic strands holding her body and limbs tight against the rear wall of the organic prison, and Twilight couldn’t help but feel a thrill go through her body as she saw that the queen of the changelings was further held in place by a large shaft that was sliding with deliberate slow cruelty in and out of her nethers.

Some light, and the shadows of those looking in must have penetrated the translucent walls of the pod, as Chrysalis seemed to suddenly stir into life, struggling against her bonds until the pod extruded a tall rigid collar that locked the monarch’s throat and head in place, forcing the changeling to open her mouth in time for a tentacle to slide down from above and into her mouth.

Chrysalis’s throat pulsed in time with the tentacle as it pushed something down her throat, and as Twilight and the others watched, the surge of energy that Chrysalis had found ebbed away, leaving her hanging slackly in the pod and at the mercy of whoever controlled it.

Author's Note

Red changelings with lust powers? The Changer of the Way? And why is Chrysalis in a pod?

Answers coming in the next chapter.

Also, sorry for the delay on this. Both my primary and backup editors were either sick or otherwise unable to work on the story until just a few days ago, and I depend on editing to keep my literary hubris in check.

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