'Brood' With Love

by XenoPony

Rating: mature
Tags: Sex, Thorax, My Little Pony: Friendship is Magic, Starlight Glimmer, Romance, Changelings, Porn, Trixie, Fetish, Spike
Length: 10258

Starlight Glimmer has as a big problem. Fortunately for her, so does her changeling friend Thorax. Best of all, maybe both their problems can be solved by one another.

Starlight has a very big problem, a very big problem in the form of the strongest heat she's ever been through. It's just her luck that such a thing would fall right when she is supposed to go out of town to help Trixie, the pony she's pretty sure she loves, with a new show in Trottingham. Fortunately for her, the new Changeling King Thorax also has a problem. Among the many new duties that have come with his royal status is the responsibility of expanding the hive, a responsibility that has manifested in the form of a belly full of unfertilized eggs ready to be laid in a host for incubation. It's fortunate for the both of them then, that their problems may be able to solve one another.

Contains: A mare in estrus, ovulation, species swap (changeling), gender transformation (changeling), a unique take on Changeling genitals and reproductive habits, pleasurable cervical/womb penetration, egg implantation and fertilization (impregnation), internal cumshots, excessive cum, cum inflation, minor mpreg, tentacles, hyper pregnancy, magical body modification, and one large pony belly.

Featured: 1/24/18
Audio Reading By: Scarlettblade.

Edited and Co-written by: LegionofPony.
Image Found On Derpibooru, ID: 1550458

Published 2018-01-24 16:10:06 UTC
Last updated 2018-01-24 16:10:06 UTC

Love Bug

"You know, Starlight, it's still not too late for you to come with me. As great and powerful as Trixie is, Trixie’s great and powerful assistant makes the show so much more fantastic!" Trixie boasted as she stood in the crystalline doorway of Starlight Glimmer's room at Twilight’s Castle in Ponyville.

"Look, Trixie, you know if I could come with you to Trottingham I would, but..." Starlight trailed off.

"But what? Starlight, if this is about the whole messing up the kitchen thing again Trixie is sorry. Trixie was just trying another mass transmogrification spell," the blue mare responded with a pout.

"What? No, no, it's nothing to do with that... Even if nopony would ever need that many teacups," Starlight quickly added, chuckling nervously as she crossed her rear legs. "No, it's just that... Well, Twilight gave me a massive friendship assignment and I really need to do it."

"Didn't you already graduate from being Twilight's pupil?" Trixie questioned, eyebrow raised beneath the brim of her pointed hat.

"Well, yeah, but... But Twilight still has some problems she needs help with!" Starlight suddenly blurted, sweat forming on her brow. "She really didn't want me to go, so she still kind of treats me like I'm her student. I've talked to her about stopping though, so hopefully, this should be the last of it," she swiftly added, manufacturing a wide smile.

Trixie's look remained skeptical as she looked Starlight up and down. She'd have thought Starlight would have jumped at the opportunity to help her great and powerful friend in another of her comeback performances. That, and she had to admit if only to herself, that Starlight's level of magical skill made things far easier. Not that she couldn't do it on her own. In fact, she was quite sure she didn't even need Starlight.

"You're really being serious?" Trixie asked, turning her light-blue head towards Starlight, “Well, as much as Trixie would like to tell you to stick it to Twilight and her assignments, Trixie supposes she will have to make do without you."

Starlight Glimmer sighed. "Look I'm sorry, Trixie, I really am. I'd ignore the assignment too, but I really don't want to stress Twilight out anymore," she explained.

"Say no more, Trixie can see how it is. You clearly have more respect for Twilight than Trixie does, so Trixie can at least respect that more nowadays than she used to. But next time, you're not getting a choice. Trixie may be Great and Powerful, but she still needs her best friend," Trixie stated, glancing at Starlight in anticipation of her response, a small smile on her muzzle.

"Okay, so you're not mad, are you? Please don't be mad and yeah next time I'll come with you for sure, best friends and all," Starlight said, and Trixie nodded.

"I suppose. Well, if this assignment is so important then Trixie supposes she’d best leave you to it. Don't read into it too much though, I don't want you becoming anymore like Twilight," Trixie responded, sticking her tongue out at the latter mention of Starlight's mentor.

"Don't worry, I have it a lot more together in the head than Twilight... Though don't tell her I said that," Starlight admitted, looking, either way, down the corridor.

"Don't worry, Trixie’s lips are sealed. Trixie will see you in a week then," Trixie responded before moving to give Starlight a hug.

The moment she felt Trixie's hooves around her neck and the warmth of her body against her own, Starlight went as stiff as a board, save for the shivering that came with the embrace.

"By Celestia, Starlight, you're shivering too. I didn't think it was that cold in here," Trixie stated as she stepped back and lifted a hoof to her chin.

"Oh yeah, sorry. It's just this room, really drafty I should probably go close the windows now. So yeah, see in a week, bye-bye now," Starlight stammered in a rushing river of words, before closing the door in Trixie's face.

The moment she did so she let out a long breath, pressing her back against the door and sliding down to her throbbing haunches. Then her ears perked and she pressed one to the door to listen.

"What in Equestria has gotten into her?" Trixie's muffled voice began. "Sometimes, I wonder what Twilight's teaching her. She could be so much more fun without that nonsense. Oh well, off to Trottingham I suppose… Alone."

The sound of Trixie's hooves could be heard as she trotted away before they disappeared altogether, leaving Starlight leaning against the door with her whole heated body thrumming.

By Celestia, Starlight that was smooth. She thought to herself, before finally getting up and walking to her own bedchamber, then moved over to her wooden dresser and mirror.

Of course, there was no papers, books, or any signs of studying upon it as there was no such thing. There was another, very awkward reason that she really didn't feel up to spending any real time alone with her best friend. Starlight looked up into the mirror, seeing her reflection slumped against the wood and looking back with tired eyes. Then she looked at all the pictures around the edge of the glass, all depicting her and her friends, and of course, almost all of them included Trixie.

"Oh for Celestia's sake, why can't I just tell her how I feel? She'll understand, I mean I hope she will, and she'll understand it's that time of the month for me too… I mean, we're not stupid foals!" Starlight suddenly blurted to her reflection, but the doppelganger did nothing other than perfectly mimic her actions.

Starlight went from the wild hoof waving, to the frustrated glare, and finally right back to slumping down on the desk.

"What's the point? I either tell her, or I don't and right now it feels like it will take forever," she grumbled with one last sigh.

Starlight knew one thing for sure: she couldn't keep denying that she had feelings for the mare she called her best friend. Even if she really wanted Trixie to be more than a friend ever since they had saved the world and had been given medals for heroism together, her desire to be with somepony had only been getting stronger. She felt at least partly guilty for that. True, her barn door had always swung both ways; while she liked stallions as well, she was a filly-fooler through and through. Sometimes, though, she felt as if she was really just looking for something bizarre and kinky, something exotic. What she really wanted was to feel more love than lust when trying to find somepony she cared about. Of course, right now that feeling of lust had been ramped right up.

Starlight was incredibly surprised that Trixie hadn't been able to smell the fact she was very much in heat, although Trixie may well have and just not said anything about it. Still, something like that didn't seem like Trixie; she wasn't a pony of subtlety, that was for sure. The burning sensation in Starlight's rear end just made her long for nothing more than to feel that mare being anything but subtle with those yearning parts of her body. Right now she wanted to feel anything deep inside her wanting marehood, and her magical sex toys just weren't enough to relieve her of this heat. She’d tried, for hours.

Starlight had no idea why, but this estrus felt far stronger than it ever had, though she guessed that maybe it was because she'd fallen in love with somepony.Maybe instead it was just because she'd tried using all those spells to mask the fact she really wanted to be bred, to hide her musky scent that called to any stallions to mount her and her puffy, drippy vulva that said the same. Some of that magic could be responsible for making her so horny; after all, magic couldn't really change her most basic instincts. That would be as presumptuous as trying to change somepony's cutie mark.

Damn it Starlight... You can take over an entire village, change space and time, yet you can't tell somepony that you love them and that you want to be rutted all night? she thought, then sagged to the table. Okay, so maybe that would be a little forward.

"By Celestia, this would be a lot simpler if I didn't feel like I wanted to buck just about anything right now. Stupid biology!" Starlight grumbled, resting her head on her dresser.

She supposed she should just stay here all night and try her best to relieve herself with her multiple dildos. Of course, the spells she'd cast on her inflamed pussy would make that all the harder. Instead of calming it, she'd made her heat into a superstorm of raging, magically altered hormones. With Trixie gone now though, there was nothing else she could do. Sleep was certainly out of the question, so she just stayed slumped there over her dresser until something finally broke her silence.

"Hey, Starlight, you in there? There's somepony here to see you. He says you'll know him when you see him." A voice from outside her room called out, and a knock on the door heralded the muffled voice of Spike, making Starlight practically leap to her hooves.

"What? Yeah... O–of course, I'll be right there," Starlight stammered, wincing at the heated sensation between her flanks, unable to resist pressing her tail flat over her pussy in an attempt to stem both the arousal and the fluids seeping down her thighs.

Biting her bottom lip and shuffling over to the door, Starlight really hoped that nopony would notice her situation. Then again, if somepony wanted to see her, then maybe it was for a reason?

What if it was Trixie? Starlight wondered dreamily, what if the show mare had come back to beg for her assistance?

"Hi, Spike… Good to see you.What's this about somepony wanting to see me?" Starlight asked as she pushed the door opened just a bit to see the small purple dragon.

"Urm, are you okay, Starlight?" Spike asked, looking confused.

"What? Of course, I am, never better. Now, what is it you need? I'm kind of really busy in here..." Starlight pressed, gritting her teeth and crossing her rear legs again as she felt another burst of heat in her nethers.

"Yeah, well this stallion wanted to see you. Says you'll know him if you see him," Spike responded, motioning to his left with a claw.

Daring to push the door open just a little more Starlight looked round to see a pudgy-looking stallion stood with Spike. His coat was a hot red and his mane a dark purple, along with a golden lightning bolt cutie mark.

"What did you say your name was again?" Spike asked the stranger.

"Urm, urm Rapid Flash. Yeah, that's my good ol' pony name, it is… Really," the stallion blurted out, his words punctuated by nervous laughter.

"Well, here's Starlight, Rapid. So I suppose I'll just leave you to alone to do whatever it is you want to do," Spike said, waving a claw as he walked off down the corridor. "You know it's funny, you almost remind me of somepony else, Rapid," he added with a shrug before disappearing around the corner.

"Urm, I do? Haha, yeah it's a small world."

"So in case you haven't noticed I'm incredibly busy so would you mind telling me who you are and what you want?" Starlight cut off the stallion's muttering, and instantly his attention snapped back to her.

"Oh thank the Queens, Starlight. I didn't know who else to turn to, you have to help me!" he suddenly exclaimed.

"I'm sorry, do I know you?" she asked, but before Rapid gave any answer he rushed past her and into her room.

"Wow, it's really nice in here. Though what's that smell? It almost smells like a Bitzle Bog or something?" he said, covering his wrinkled muzzle with a forehoof.

"A Blitzle what? Wait a minute what in the hey do you think you're doing?" Starlight cried as she slammed the door shut.

Rapid turned to face her, ears folded back and a crooked smile across his muzzle. "Oh right, I still look like this. Don't really think I need the disguise anymore," he said with a slight chuckle.

Starlight crossed her rear legs harder, her face scrunching at the pleasurable sensation as she lifted a forehoof to protest, yet before she could say anything there was a bright green flash. It almost blinded her when compared to the relatively dull light of her room, but once she opened her eyes again she saw that the form of the red stallion had been replaced by somepony a little more familiar… Or should she say someling.

"Thorax?" Starlight blurted, lowering her hoof and holding back the buzzing of her heat best she could, yet even now she noticed something odd about her Changeling friend; his belly looked a little… Rounder than she recalled when last seeing him.

"Urm, hey, Starlight. It's been awhile," Thorax admitted, a sheepish look spreading across his face as he waved a hoof.

"It's been about a month since we last came to see you, Thorax, hardly a long time.” Starlight deadpanned, before continuing. ”Still, what in Equestria are you doing here? Don't you have a kingdom to rule?" Starlight questioned, finally giving in and planting her butt firmly on the floor in an effort to hide her arousal.

Not that she assumed Thorax knew what a pony in heat was like.

"Urm, well you see. After you came and helped me with Pharynx, and considering I'd already unified all of the other rebel Changelings, I think I finally became the true ruler of the hive. After that... Well, things started to get weird," Thorax explained, that small smile still on his face even as his head drooped and he turned side on to show Starlight the large bump in his belly.

"You what, let yourself go or something?" Starlight asked bluntly, and at his pained look, she shook her head. "Sorry, sorry, you're not fat. Well… it's just... Grrr, now's really not the best time for a mare to be having a conversation like this!" she grumbled.

"Fat, you're not kidding, I feel like I'm the size of a Maulwurf or something. It's so embarrassing," Thorax groaned, looking his swollen stomach over.

"Well, do you have any idea what's going on? You don't just become king and get fat unless you're some kind of evil overlord that steals everypony's food that is but..."

"I don't do that!" Thorax cut Starlight off, then shrank back. "No, no, I asked around and apparently now that I'm the leader of the hive I'm… Well, I'm where the hive's new members come from," he finally confessed and Starlight blinked.

"You're saying you're what, pregnant or something?" Starlight asked, shifting once again to avoid allowing the pool of fluids forming under her from getting too big.

She really regretted dragging her sensitive pussy across the floor like that and grit her teeth to hold back the burning bliss.

"Yeah, I guess... But that's where it became complex. My brother told me all about how all the eggs used to come from Queen Chrysalis, and her mother before her, and so on. She had a fertilization cycle with the drones, then an and egg-laying cycle with the breeder drones every three months, and now he said I'm doing the same… But I'm doing both and I'm not a queen!" Thorax admitted, rubbing a transparent wing over his belly as it gurgled.

"Wait, do Changelings even have genders like that? You can turn into a mare or a stallion?" Starlight inquired, but Thorax looked just as clueless.

"Not exactly. Changelings technically don't have genders, and if it meant the hive’s survival, then most drones or warriors could have produced eggs, but only three of four eggs at a time. We all have ovipositors, we all can produce both eggs and sperm, but the only issue is only the queen had an incubation chamber back in the hive. Changelings like me had to, well… find an incubator," Thorax elaborated and Starlight paused.

Well if that was true, it made sense. Changelings were like bees and ants after all, as far as Starlight knew, and if a Changeling hive was in danger it was only reasonable to assume individuals could procreate on their own. But if Thorax was a king, then would he needed an incubator for a whole hive’s worth of eggs?

"By Celestia… no offense Thorax, but Changelings are pretty weird," Starlight told him, making his head droop once again.

"You don't have to tell me twice. I don't even want to… Well, you know impregnate somepony with eggs every three months, but I can't stand being this big and bloated all the time," Thorax moaned out with a pout."Plus, Pharynx only says it will get worse. Apparently, Queen Chrysalis put if off for ages while planning the invasion of Canterlot so she'd have a bigger army all at once, and he says her womb was almost bigger than the throne room at that point!" he added, shuddering at the idea.

"I mean, he's no help at all. No, he's all like..." Thorax began before there was a green flash from him and the darker green form of his brother appeared in his place.

"You made this new generation, now protect it. It's your duty now to the new hive to breed more Changelings. You have two pony friends who always go on and on about love and compassion, and I know they'd be happy to help!" Pharynx said, and, at that moment the form of Pharynx was replaced by that of Starlight.

"Oh yes, I'm a pretty pony mare and I'd be glad to serve the hive and take Changeling eggs into my womb!" said the fake Starlight, or Thorax pretending to be Starlight as part of Thorax's imitation.

By Celestia, it was all so confusing!

It was then that the face of the fake Starlight spun and looked at the real Starlight, fluttered her eyelashes before there was a flash and she then turned into Trixie. Starlight's eyes went wide to see the light blue mare then pose in an erotic way before her, showing off her large, round, glorious flank.

"Yes, me too mighty Changeling king. Trixie would love to be filled by the future generation of your hive! Give me lots of eggs!" the fake Trixie purred, then rolled onto her back as she rubbed her pudgy belly before, with another green flash, she was replaced by the actual pregnant Thorax retaking his natural form.

"You see what I mean, my brother's still a jerk sometimes," Thorax said, crossing his forelegs over his large bump.

In that second Starlight's heated mind and lustful body wanted nothing more than for Thorax to turn back into Trixie and let her do all kind of naughty, kinky things to him. It didn't matter to her if he, and by exertion his imitation of the sexy mare, was pregnant. All she wanted was Trixie.

"Say, Thorax if that was all meant to represent your brother then he's not wrong. You need to make sure the Changelings carry on like this, not feeding on love and stuff. Soooo..." She trailed off, running a slightly sticky forehoof through her frazzled mane. "How long does it take a mare to incubate these eggs? I assume you came here to ask me or Trixie to do it for you?"

"Well, yeah, kind of. You're two of my only friends and I couldn't exactly ask Spike to… He's a male, and male dragons don’t exactly have what mares do..." Thorax began.

"Yeah, I know, now make with the info already, Thorax," Starlight pressed, her horniness pushing her forwards into this erotic, kinky idea of being impregnated with Changeling eggs.

"Well, Pharynx said it takes about a week for the eggs to incubate and the host to give birth, but I have a lot more eggs than normal in me... So it might take longer."

“So, I won't get hurt, right? They're not gonna, like, eat their way out or something, are they?”

“No!" Thorax exclaimed with a cringe at the thought. "No, no, I mean, they come out the same way they go in, and there have never been reports of any hosts, pony or changeling, getting hurt while incubating or birthing the grubs. The eggs just need a good source of love and warmth, and ponies are just so chock full of both! They don't even need nutrition from you like a pony foal would if you were pregnant with one. So that’s even less risk."

"I'll do it.“ Starlight said instantly her heat and desire for something new in her sex life leaving no question in her mind. “We saved the world together, I think I can take some eggs in me for a week. I just have one condition," Starlight interjected, sitting up and moving close to Thorax, ignoring the large puddle her weeping pussy had left behind.

"Are–are you sure, Starlight? It's never been done with this many eggs before and I won't want to hurt—"

"Thorax, I have magic, if anything goes wrong I can just teleport the eggs out of me or something," Star interrupted with a shrug. "Now, my one condition."

"Okay, what is it?" Thorax asked, laying back as Starlight practically stood right over him, an almost hungry look in her wide eyes.

"You hump me as hard as you can you sexy love bug! You can lay your eggs in me, but you do it as the pony I say. Then you have my permission to do whatever you want." Starlight made that very clear as she leaned over him and grinned.

"Okay, and who would that be?" Thorax asked, rubbing his forehooves together and Starlight's grin widened.

********

With a bright flash of cyan light, both Starlight and Thorax appeared in the dimly lit Changeling grotto. Glowing moss and flowered vines covered the stone walls as a bed of similarly exotic vegetation spread all over the floor, giving it a bouncy texture. Blue bugs and yellow, glowing lanterns hung down over it and mall glowing fireflies danced around. Thorax shook his head, a bit discombobulated, before pressing a hoof to his forehead and a wing to his belly.

"Warn me before you do that next time! I didn't fly all that way just to be teleported back. Who knows what pony magic or teleportation could do to the kids!" he complained then looked up, his eyes wide.

"The kids, seriously? Okay, well I guess they are technically your kids, but it... I’ll be... Gurr, Changeling reproduction is so confusing!" Starlight grumbled before Thorax rushed past her in a green blur and slammed the door shut.

"You teleported us right into my room. Oh my, I hope none of the other Changelings saw me like this! I look so stupid I only trusted Pharynx with this, and—"

"Relax, Thorax. A mare as pumped up on hormones as I am can cast precision magic no problem. Magic use is hormonal too, well kind of," Starlight interrupted, walking over and pressing a hoof to his mouth until he nodded.

"...and you call Changelings weird. I don't think Changelings get better at magic when they're super horny, Starlight," Thorax teased with a small smile.

"Sex is weird no matter what species or gender you are. Now, my great big love bug, are you ready to lose some weight?" Starlight cooed, eyes lidded as she pushed herself up against him and stroked his back with her hooves.

She couldn’t care less about the source of her relief or the fact that she’d have to carry Changeling eggs for a week and give birth. All she cared about right now was that all-consuming, insatiable heat in her belly that her toys, nor hoof, nor magic could relieve. Knowing that only a male cumming in her could quell that need.

Thorax's wings twitched, then fanned out as the Changeling blushed and smiled unsurely."You know, for what it's worth, you are very pretty Starlight... I–I, I well, I think I kind of like—"

"Yes yes, Thorax… Now, what did we agree to? That you change into the pony I asked for earlier." Starlight cut him off, looking up into Thorax's orange eyes.

"Yeah, of course! Anything to get rid of these eggs, sure," Thorax stammered, nudging her back slightly before in a flash of green fire, Thorax was replaced by the slightly pregnant form... of Trixie.

Dreams can come true was the last reasonable thing that went through the unicorn's mind before she threw her lustful, heat-filled body at the sexy form of Trixie.

Wrapping her forehooves around Trixie's neck, Starlight pressed her lips to the Changeling-turned-mare's. Immediately, she was amazed by how real the illusion felt; the Changeling magic had everything just right from the feel of her lips, the strength of her tongue as hers wrestled within ‘Trixie’s’ mouth, and the soft texture of her fur. Even her scent was the same! If she'd not known that this wasn't really Trixie she was making out with, then she didn't even think she could have told the difference. The more she pushed back against the doppelganger's invading tongue, forced her up against the wall, both mares now on their back hooves only, the more her heat-filled body really didn't care who she was about to have sex with. All she knew is that she needed relief.

This wasn't the first time Starlight had had sex, nor was it the first time she'd had sex with a mare. Discovering her sexuality had taken a lot of experimenting after all. Instinct took over and she began to rub up against Trixie, their lips still locked and their eyes closed tightly. She could feel the warmth of the mare's swollen belly as the soft fur brushed against her own stomach. Slowly she trailed a hoof down Trixie's side over hips and around under her belly towards her pussy. Shifting so that both of their slits were almost rubbing against one another, Starlight plunged her hoof inside the small available space, only to feel that the biology was all wrong.

The illusion shattered as Starlight broke the kiss and leaned back, moving away from the false Trixie who still had her lips puckered, before the disguised ‘ling opened his eyes and blushed hard.

"I'm sorry, did I come on too strong?" Thorax asked in an identical version of Trixie's voice.

Starlight brought her wet forehooves up against her chest, feeling the heat of her lust wetting the mossy bedding under her.

"No, you didn't do anything, Thorax. I just got carried away… I have to remember you're not really her. Not to mention you're different, well, down there," Starlight elaborated, motioning towards Thorax's fake pussy with a hoof.

"Well, yeah. A Changeling's reproductive organs never change. They're internal so you can never really see them unless we're breeding. Back in the olden days before when ponies were still pray, we just used to use our illusion magic to make a lover think we had everything they needed just so we could feed," Thorax explained, still using Trixie's voice.

"I see, sorry I didn't think about that. I just… Thought you'd be exactly like her, even your genitals," Starlight admitted, her head drooping.

"I still can be if that's what you want, I just didn't want to cast any of that magic on you because you're my friend, Starlight. But if you love Trixie and just want to get this over with..." Thorax began to say but Starlight cut him off as she moved back over and pressed her hooves against the ‘ling’s blue-furred chest.

"No. No magic. You're not really Trixie and it would be wrong for me to just use you because you can look like her. I'm sorry, it was just the hormones talking. I just wanted to rut somepony so bad..." Starlight confessed with a slight sniff.

"You still can. We can just forget about the whole egg thing. I'm sure I can find somepony else… eventually," Thorax assured her, even if he did look a little uncertain about it.

"Thorax, lose the voice. I said I'd help you and I will. You don't even have to look like her if that's not what you want. I shouldn't have made you do that," Starlight added.

"You sure? I've never deposited eggs before, but it's not exactly the first time I've had sex. Besides, what's the point being a Changeling if I don't change into something?" Thorax asked with a small smirk, his real voice now coming out of the fake Trixie's mouth.

"You do whatever makes you feel comfortable, Thorax," Starlight told him, bumping his nose with a wet hoof.

"Well, if you put it that way… I'll stay like this… but only if you promise to tell Trixie how you really feel about her later after this is all over," he instructed, bopping her back.

"You really took that assertiveness lesson to heart, didn't you?" Starlight teased, leaning back and rolling onto her stomach.

"Depends on which one of my hearts you're talking about... Changelings have several," he told her with a small laugh and Starlight rolled her eyes, before then sliding her rear hooves under her rump and lifting her very puffy pussy into the pseudo-Trixie's face.

"Whatever you say. Now my Great and Powerful impersonator, did you want to make me the mother of a new generation or what?" Starlight asked, shaking her butt in his face.

Despite everything, Thorax grinned, before rolling forward and straddling himself over Starlight's back to mount her, the lengths of his fake silver mane rolling down over their faces.

"You know, Changelings are naturally hatched with an affinity for having good sex, right? Having sex with ponies always used to give us the most love," he almost teased as he bit at one of her ears.

"Did they tell you about talking so much in basic sex training?" she teased back, flitting her ears against his light-blue muzzle.

"They may have mentioned it, yeah. Even if I failed that class like all the others," he admitted, before Starlight gasped.

A long, tapering shaft, Thorax’s penis, and ovipositor combined she guessed, looked much like a glowing green tentacle. As Starlight watched it slide out more and more, slithering from Trixie's slit and finally stopping as it reached about fifteen inches, though was tapered the further towards its tip it went and looked much thinner than a stallion’s member.

“Well… That’s… Not exactly what I was expecting it to look like.” Starlight said, looking back and seeing his Changeling cock between her legs.

“Well, you didn’t want me to disguise it or use illusion magic on you, else I could pretend that Trixie had a stallion penis instead… If you’re into that?” Thorax asked, before getting a shake of the head ‘no’ from Starlight.

“No, It’s just... Well, this should be interesting.” Starlight said, before giving a small gasp.as Thorax’s thin tip then began to steadily caress over the edges of her folds, circling her labia before lifting to press on her clitoris over and over, clearly very prehensile.

The more it did so, the more that spark in her core began to flare, burning brighter and brighter, held back until it was at its very strongest. Then a second tendril appeared and began to rub the other side of her burning pussy, the two working in unison to make the sex far beyond that she'd ever experienced before.

"Y–you have two! By Celestia, how did you fail any kind of class for this?" She forced out through her pressured exertions.

"I guess I never felt a real connection with anypony. These tendrils are all driven by instinct, and right now I really think I just want to make you happy. I suppose it's the least I can do for what I'm asking you to do for me," Thorax told her and for one moment in the midst of her bliss she really thought about what he was saying.

Thorax just wanted to make her happy? Was he telling her that he had feelings for her too, or was that just a Changeling thing too? Starlight wondered?

Given he'd come from a race that fed on love, it was hard to tell what was and wasn't an illusion. One thing was for sure: the real Trixie didn't have anything like this, but right now the one panting above her was doing just fine.

"If you like this though, you haven’t felt anything yet," Thorax boasted, before the two tendrils massaging the outermost reaches of Starlight's pussy slithered their way inward, slipping inside of her passage with no resistance.

Starlight gasped again, pressing her face into the mossy floor of the grotto as the two tentacles rubbed gently along the silken walls of her canal. Each tentacle was coated in a thick layer of a slimy substance, presumably a lubricant, as well as small hair-like spines. Then they forced their way deeper and began to stretch her pussy wide, opening it up to make room for something far thicker.

"Ooooh, Thorax, this feels… It's so amazing, y-you're amazing!" Starlight moaned, jerking her butt up higher in preparation for whatever Thorax's exotic biology would force inside her next.

"Get ready, I–It feels like my oviposition c–cycle is s–starting. I–I can't stop it now... I need to lay!" Thorax groaned, the Trixie illusion he wore jerking back, then leaning forward and pressing his rounded belly down into Starlight's back as it squirmed and wriggled under his fur.

It was then that Starlight felt it pressing against her vulva, a long, bulbous-tipped tendril, Thorax’s ovipositor, that then instantly shoved its way down from the wide mouth of her stretched pussy and right into the deepest fathoms of her canal before the wriggling tip brushed the entrance of her womb. The tendril felt like it was also covered in small, slimy spines as well that tickled her walls and ensured the whole thing remained inside her until its job was done, something that would undoubtedly happen soon as it started undulating and squirming, pushing against her deepest depths. The tip of the tentacle opened just a little and suddenly, sharply rammed its way through her cervix and into her womb. Starlight yelped, then the feeling of something going so deep into was quite a weird sensation, but painless thanks to the numbing fluid from the tentacles before.

"Oh Celestia, you just went deeper inside me than anypony's ever been," Starlight grunted, gritting her teeth as the tendrils open tip began to blast her insides with a layer of hot, sticky fluid. "Haha, I-I think I just made you c–cum first!"

"N–no Starlight… t–that's just incubation fluid, to keep the eggs safe and fed when I lay them and help the s-sperm reach them. Y-you'll know when I ejaculate s–sperm," Thorax grunted, then jerked his lower body forwards, forcing the long rod deeper into Starlight's taut womb, a squirming tentacle meanwhile grinding along her pussy’s anterior wall, rubbing her G-spot rapidly, as well as another rubbing her winking clit, drawing her right to the brink of an orgasm.

"Okay, okay I... I–I take it back I'm cumming! Ooooh, I'm cummiiiiing!" Starlight called out in pure and utter bliss as the waves of her orgasm overtook her and her vision blurred, pulses of pleasure going through her as her inner walls contracted around his egg-layer, but Thorax didn't stop humping.

Whether it was by instinct, training, or the desire to give her the most pleasure possible in thanks for accepting his burden, Thorax kept going, his tendrils and rod rubbing the walls of her pussy in such a way that she could compare the feeling of pure ecstasy this brought her to nothing else, this being like nothing she’d ever experienced. All she could do was be jerked back and forth with the heavy motion of his pounding as he forced himself into her orgasming passage over and over.

More of the odd fluids began filling her womb until she could feel it swelling, the virtual lake within her sloshing around like a thick soup. Then all of a sudden, Thorax stopped and the waves of pleasure faded just a little for her as some of the fluids leaked from her folds and down the inside of her leg, her womb now overflowing with incubation fluid. Thorax gasped and his face contorted as Starlight felt a different, more tingly liquid begin to leak from the spined rod planted deep inside her. It felt like an odd numbing sensation that preserved the buzz of her orgasm long after it should have faded.

"W... What in Equestria was that?" Starlight purred, her voice slow and relaxed as her tense body loosened and she slowly pushed her hips up into his crotch, encouraging him to slide just a little deeper.

"An–an aphrodisiac, m-muscle relaxant, and anesthesia… Our bodies produce it to ensure no p–potential host can resist once im–implantation has begun, a-and so it won't hurt." Thorax forced out, gasping as sweat ran down his brow.

All the while Thorax’s belly grunted and gurgled, glowing a faint green as the eggs swam like a group of wriggling tadpoles under his blue fur, getting into position to be laid. Starlight glanced into that odd light over her shoulder, captivated by it like she was a moth to a flame. She felt Thorax shudder and thrust deeper as the large transparent-green rod that had sprouted out from what was once the pussy of his Trixie imitation swelled massively. He pulled back slightly and his tip latched onto her cervix painlessly, spreading the relaxed sphincter open as the tip of his ovipositor easily slid inside again. In the same instant, the tip of his ovipositor bloomed and opened wide within the flooded confines of her taut womb, feeling like a stallion flaring only far, far larger.

Despite the dulled painful sensation of something spreading DEEP inside her belly, Starlight felt her insides now being stretched wider than ever before as the first of the flexible, jelly-bean-sized eggs was forced out of Thorax and down the tube, deep into her womb.

"Wow, that felt good... B-but so, so weird," she moaned, shifting her weight slightly to coax the egg inside, causing her swollen belly to sway.

"T-there's a lot more where that one came from, believe me. I've b-been carrying these for too long," Thorax grunted, eyes closing tightly as his whole body contracted and another egg slowly forced its way into Starlight.

"Y-you know all that I said before, ‘bout Trixie and me? I d-don't know if I meant it n-now," Starlight began, her voice slurred and cut off as she was forced to weather the mild pain and strong pleasure of another egg entering her womb and joining its twin. "I think I really f-forgot another p-pony who's just as great and p-powerful as Trixie."

"O-oh, really? W-who?" Thorax asked as another wave of pleasure and relief flowed through him and another blast of incubation fluid along with another egg surged out of his embedded ovipositor, directly into Starlight’s womb.

Starlight reeled at the sensations of another flexible egg slipping into her, feeling the ovipositor’s contractions and the egg moving down it, then another egg starting at the base again and moving up through her vagina as Thorax failed to hold back the torrent of eggs, more and more beginning to slip deep into her core with less than a second between each now.

Starlight threw her head back as she felt her rear legs slipping out from under her, the weight of her new, massive belly dragging her downwards to the soft moss. Eventually, her limbs gave out altogether and she was left resting on the gigantic mass that was her swollen stomach as Thorax still pounded atop her.

"I–I think it may be you, I feel like I can talk to you a lot easier than I can talk to Trixie. You're sweet, Thorax." she finally cooed, another half-dozen eggs forcing their way into her, these the largest yet.

"O–okay, okay, Starlight. Now, relax, I think I'm reaching the m-male climax! I'm gonna fertilize the eggs... You need to relax," Thorax told her before bowing his head to her forehead and kissing it gently.

Starlight felt a shuddering through her swollen body once again, then what she could only describe as another electrical jolt as Thorax began to run the tongue of his Trixie disguise along the length of her sensitive horn. Unicorn horns were far more sensitive than most other ponies knew, and yet he knew just how to take it in his mouth. So gentle and precise he sucked on its length, it was like he had an expertise most stallions could only dream of. Meanwhile, more eggs were forced inside until they eventually seemed to stop and Thorax became still and tensed up, his hips starting to jerk again as his rod throbbed harder than ever.

"Is that it? All your eggs inside me now? You going to cum in me now... Aren't you?" Starlight told her Changeling lover, doing the best she could to heave her bloated form up one last time for him, “Just let it all out, I'm ready. Knock me up!”

Thorax stopped sucking her horn, his head falling next to hers, his silver mane falling over the two of them. He panted, tongue lolling from his muzzle as he glanced at the lilac mare he'd filled with his new hive. Then he went rigid again and gritted his teeth as one last thing seemed to surge through him.

"Go on, fertilize all of those eggs you just put in me and father a new generation," Starlight insisted, her eyes lidded as she shifted her head forward and pressed her lips to his.

“C-CUMMING!” Thorax announced, and all of the tension in his body seemed to pause for just a second as their lips met and their tongues danced, then Thorax shuddered violently as the flared tip of his rod exploded in blast after blast of hot bug cum, intense pleasure washing through him as well as he ejaculated. That instinctive feeling of cum filling her fertile body, and the pulsations of something long and hard in her pussy, triggered another orgasm for Starlight, making her let out a cry of pleasure as she milked every glob of semen from him.

Each surge of virile semen from him made the two of them grunt, the force of his gyrating hips rocking Starlight to the very core of her bloated body, him doing his best to coat and fertilize all the eggs he’d just placed within her with his thick cum.

Starlight forced all of her pent-up lust and love into the kiss until finally, over a minute later, the surges of over a liter of warm, life-giving cum gushing into her had ceased and the two of them parted their lips, Starlight third or fourth orgasm in the chain finally ending.

"You're amazing, you know that. All of this, the way your body works, your personality... You're really special," Starlight said, rubbing a forehoof over his blue ears and through his silver mane.

"I could say the same about you. No way could I have ever done something like this just to feed or make a hive, it's too special and I'm glad I did it with somepony like you," Thorax replied.

"Like me, just somepony like me, or actually me?" Starlight asked, acting hurt even as she smiled.

At that, in that moment her belly also shifted heavily forcing her to wince as it let out a large groan also damped the effect.

"I didn't mean that... I mean only you, of course... Sorry," Thorax admitted as Starlight grunted, biting his bottom lip as her monstrous, egg-filled belly began to churn and squirm as if mixing everything he'd just put into her together.

The sperm easily swam through the incubation fluid of the hundred or so eggs, each eventually being fertilized as his swollen ovipositor flare remained locked inside her cervix. Keeping everything inside her womb, and ensuring such a thing would happen.

"Don't be sorry, love bug. I wouldn't be lying here, filled with this of your many eggs, and so much cum, if I didn't think you meant that. Even if I was stupid at first, using you for sexual relief and all," Starlight said, but when he tried to tell her otherwise she put a hoof to his mouth. “It was wrong and you know it."

"Urm, hum," Thorax mumbled from behind her hoof, nodding.

Soon, his ovipositor's swelling went down and he slid out of her, allowing her cervix to seal with the resin inside the semen, her womb now sealed until she went into labor within a couple of weeks.Then he looked down at her massive, glowing green belly as it wriggled and kicked outwards, the glowing assuring him most of the eggs were now fertile, little nymphs growing inside them.

"I can't even believe I did that. I mean I wasn't that big, but I guess it is true that the eggs begin to grow the moment they’re in a host. They'll be swimming nymphs in just a few hours," he observed.

"Nymphs... Haha, that sounds funny, it feels so weird too, like there are a hundred of tingly things wriggling there. It's so warm, it feels very nice actually. I feel like a real mama..." Starlight cooed lovingly, rubbing a hoof over her massive bulge and pressing down on the parts that kicked back.

"Yeah, sorry if it's too much, taking all the eggs by yourself. I had no idea how it worked, or if I could even stop the eggs to put some into another host," Thorax said sheepishly, and Starlight rolled her eyes.

"How about you make it up to me by helping me sit up? You and your flat belly now have nothing to complain about," Starlight stated with a wary huff, with Thorax instantly shooting up and setting about helping her the best he could.

"Wow, still a little dizzy after all that," Thorax replied, swaying a little as his wings fluttered and he lifted a hoof to his forehead, his afterglow still rolling strongly in him.

"Hey, Thorax?" Starlight asked, struggling to sit up or even move around with her distended belly. "Would you mind, you know, losing the Trixie look? I think we're done with it."

"Oh what? Yeah, of course," Thorax responded, and with a flash, his natural green form appeared in Trixie's place. "Now, that feels better. I feel so alive right now."

"Yeah, I'm pretty sure most ponies would after something like that, getting rid of all of that weight and cumming so much. Now, if you wouldn't mind," Starlight added, nodding to her massive belly.

"Oh yeah, right," Thorax mutter with a small blush before moving over and helping Starlight onto her back, then assisting her in sitting up. "Wow, it looks even more strange looking at it now. They must have grown again already," he observed, noticing the increasing green glow and the almost pale translucence forming under Starlight's fur.

Grunting at the exertion, Starlight placed both forehooves on the bump of her oversized abdomen. "You have no idea, I feel like there's a whole town's worth of babies in there. I mean I'm huge, I look like I'm about eleven months with a foal already!" she exclaimed.

"It's really not too much, is it? Changeling eggs have an odd effect on the host. They change the properties of the tissue around them temporarily to ensure they don't cause damage. I'm not just some heartless love sucker... I care. You'd tell me if it hurt you, right?" Thorax asked unsurely, rubbing his own hoof against the squirming mass that glowed softly under Starlight's fur.

"Thorax, the last thing it feels like is painful. It's... Warm and pleasurable. I can't even feel my heat that much anymore. Being filled up with your cum and having so many orgasms during it. must have bucked it right out of me.” Starlight responded, looking at the worried Changeling.

"Well, as long as you're really okay..."

"Stop worrying, I'm fine," Starlight said, cutting him off with a kiss, "Besides, I think I'm stuck here with you for a week, at least. Because if the eggs are only going to get bigger, then I don't think I'm going to be able to move for a while."

"Haha, yeah I kind of guessed that. I'll be here for the whole thing, I promise. Though from what I've heard the nymphs apparently feel just as good coming out as the eggs do going in," Thorax told her.

Starlight let out a low, contented moan leaning forward to rest her head and hooves on her wriggling belly, embracing the mass and listenings to the gurgling within. Becoming a mother had crossed her mind once or twice, but this felt like something in a whole other league. A new generation, a brood beared with love she thought, swelling with pride about as much as she did with breeding fluids and eggs.

"Well, if that's the case and it feels as orgasmic as you laying them in me, then I can't wait to lay all these things," Starlight said, leaning towards Thorax as best as she could, resting her head on his chest.

The Changeling flinched a little, then shifted until the mostly immobile Starlight was as comfortable as she could get against his larger form.

"Me either, Starlight. It will get Pharynx off my tail for one when new Changelings come into the hive, but I'm kind of glad they're going to be partly yours too," Thorax admitted, and Starlight rolled so she could look up into his eyes.

"Part ours, you mean? I never thought I'd be the mother of a whole new generation of Changelings, but I'm glad for it. I can safely say that if you need any more help with repopulating your hive, you know I'll be there for you," Starlight assured him, in turn, brushing a forehoof gently through her mane.

"Let's just get through this incubation first before planning another. I still don't really know how it will go," he said, looking at her massive stomach as it groaned, the skin under her fur turning into a more translucent green flesh as it steadily swelled. "Though, if you are really okay with all this at the end, then I'd be happy to do this again. The hive can always use more members, given a lot went to live with ponies now. Plus, I will probably become pregnant again in a few months."

"You'll do it as yourself next time though?" Starlight asked taking his hoof and holding it next to hers on her belly. "I think I'd like it a little more doing it with the real you."

"Of course, Starlight. Anything to make you happy. For the record, you can forget about promising to talk to Trixie earlier if you want to," Thorax told her as the lilac mare closed her eyes and slowly nodded.

"I'd like that, love bug," she purred quietly, slipping away into sleep in his hooves as the warmness in her belly grew and grew.

********

"You know, Starlight, it's not too late for you to arrange something with Trixie. We can put off my next laying cycle if you really want to go with her," Thorax said as he sat on a raised bed of moss in the middle of his resting chamber.

"No, no, Thorax, I'd never want to... Ooof, leave you at a time like that. I, urrg, I think I'll stay," Starlight responded from the large nest shaped bed of moss her swollen form sat within. "Ooooh, this fourth brood really is active, I think they may even come early."

"Well, if you're sure. I just don't want to feel like I've made this your life, just sitting here and incubating Changelings; being my broodmare. It's my own stupid body that keeps making the eggs," Thorax grumbled, rolling onto his back, then his front as he struggled to get comfortable.

"Your body’s not stupid. Your hive needs those eggs. If you stopped, it would be like one of the pony princesses just flying off or something. This is your responsibility to your subjects," Starlight responded, rubbing her hooves over her massive belly,

Her skin was again taut and her fur lost for the week, the massive translucent bulge glowing green from within, illuminating the many dark, squirming, grub-like shapes within her unnaturally large, fluid-filled womb. She'd never assumed the incubation would change her this much, to the point that her midsection looked similar to that of the previous Changeling queen, but as she watched her many babies swimming within her, observing them as they grew every minute, she didn't care. True, neither her or Thorax had any idea how the changeling reproductive processes really worked outside of unique Changeling magic being passed onto the eggs’ host while they were incubated. But after the first few times of laying, Starlight had returned to her natural pony form, furry belly and all.

"Now you're starting to sound like my brother. Besides, as far as I'm concerned, they’re your subjects and children, as much yours as they are mine," Thorax told her, finally stopping his fidgeting and buzzing over to his bloated marefriend, planting a kiss on her cheek, then her smooth stomach.

"Haha–oooo–stop it. You'll make them... Ooof–more restless and they're already... Arrrre–already kicking up a storm," Starlight stammered through laughter, the squirming feeling very ticklish.

"Awww, you hear that, little ones? Your mamma says you're being too rowdy. It is because you love dada, is it?" Thorax went on, putting on a goofy voice as he hugged Starlight's belly and pressed his muzzle to it.

As if sensing him, the shapes writhing all wriggled up to his face, the faintest shimmer of green eyes formed on their developing faces visible through the translucent belly flesh.

"Okay, okay, stop. There's way too many in there this time for this. I don't want to go into labor before it's time, okay?" Starlight said, nudging her weight against Thorax.

"You really are bigger this time. How many do you think it is? It didn't feel like that many came out..." he asked, stepping back and leaning against her side.

"They were inside you a few days ago, you tell me? You didn't look any rounder than usual, but it feels like at least half as many more," she said, making the Changeling blush and nuzzling her neck.

“So...about a hundred and fifty?”

“Yeah, sounds about right.”

"Hrm hum, I hope I'm not interrupting anything." A voice sounded from the door, the pair looking up to see Trixie standing in the doorway.

"What no... We're..." Thorax stammered, jumping to his hooves.

Starlight, meanwhile, just stared flatly at the light blue mare.

"Have you ever heard of knocking, Trixie?" she asked bluntly.

"What, so I can avoid you two acting all mushy? It's not like I've seen you do it a dozen times before. I swear, I don't know how you cope with being stuck here so many weeks," Trixie said, moving to the middle of the room.

"Because it feels really good, and not just the sexy egg laying and him cumming parts. Where have you been anyway?" Starlight asked.

"I was with Pharynx again. He insists on showing me around the hive every time I'm here. He's far too proud of this place sometimes," she said dismissively.

"That's no surprise," Starlight added, coaxing Thorax to settle back down at her side.

"Yeah, yeah. So I suppose you aren't coming to my new show next week then? You'll be here with all of your little... Bugs after they're born again I assume," Trixie inquired, leaning forwards before Starlight nodded her head. "I figured that was the case. Anyway, I made a few changes to the arrangement. I'm not going to do the magic show anymore."

"Wait, you're not? And why's that?" Starlight questioned, eyes narrowing.

"Because, I want to be here with you for once, dur. I may hate the way Twilight always goes on about friendship like it's the meaning of life, but I know I should still be here for you when you lay at least once," Trixie confessed, uttering the purple alicorn's name as if it tasted bad.

"You're serious? Ha, and you're the one who said I was turning into Twilight," Starlight boasted, making Trixie huff, putting a forehoof to her chest.

"Please, Twilight couldn't handle a thing as kinky as this in her wildest dreams," Trixie stated, then froze, eyes going wide. "Wait, did I say kinky... Oh, horse apples!"

"Oh, so you're just here because you find this hot? Me being all swollen up with nymphs, my belly transparent and big?" Starlight mused, squirming her gurgling belly, the nymphs swimming restlessly within as she caressed it with all four suspended hooves.

"By Celestia, if anypony else finds out about this... Yes, okay. It's kind of hot, but not so much the egg part more just, well... Them." She waved a hoof at Thorax.

"Oh, wow, this is awkward," Thorax mumbled, shrinking back into Starlight's side.

"Well, if that's the case then get your own Changeling, because this love bug is mine," Starlight almost growled, nuzzling Thorax's neck and wrapping her forehooves around him best she could.

"Oh, don't worry. No offense, Thorax, but you're not exactly great and powerful enough to be anywhere near Trixie's rear end. Your brother on the other hoof..." she cooed, twirling a forehoof in the air.

"Pharynx? Wow, you must really have a thing for Changelings?" Thorax said, shriving a little at the idea of his brother filling Trixie with his own eggs and seed.

"Yeah well, he's certainly a lot more of a hoof-full then you I suppose. Granted, he doesn't actually fill me up with as many eggs as you fill Starlight with given he's not the king... but then again, he did say he didn't want all of the hive to end up as soft as you," Trixie explained, grinning, showing off her lightly swollen lower belly.

"Wait, what? You two already..."

"Yep, I'm carrying ten of his eggs right now in fact. Come on, Starlight just because I don't turn into a whale like you the moment he bucks me doesn't mean he can't lay eggs and knock a mare up too." Trixie said with a smirk, shifting her own slightly pudgy belly as it glowed with the faintest hint of green light, her only looking a few months pregnant at most for now.

"Well, congratulations. I'm glad he finally found somepony to love and to help repopulate the hive like I did," Thorax said as Starlight rolled her eyes yet again.

"Well, Trixie, if you think this is all so hot, how about next time we really should have a show of our own. All four of us, together, and maybe you can carry some of Thorax’s eggs too," Starlight challenged, eyes narrowing at Trixie.

"Wow, that was unexpected, Starlight, but I can't say it's an unwelcome idea. The great and powerful Trixie accepts." Trixie retorted, the thought of having a foursome and seeing Starlight getting impregnated, as well as her taking some of Thorax’s many eggs as well as Pharynx’s, something that made her wet under the tail.

"Wait, what? You, me, her and my brother? That's... That's..." Thorax stuttered before Starlight put a hoof on his lips.

"It's all about the love, right? You may not feed on it now, but I can sure make you feel it," Starlight purred, nudging his side with a hoof and turning his green face a shade of red.

She gazed into his orange eyes and thought about the prospect of what she'd become more and more. The idea of creating a new generation of Changelings had seemed strange at first, but now it was only seeming to get better and better the more she laid, the Changelings always having some traits of her; a lilac chitin, or purple eyes the shade of her own. Something to remind her she was all of their mother, even if they were different species. This was another unexplainable trait of Changeling magic on a pony brood host.

She’d even had a small unicorn foal with her color of fur and everything, its eyes her shade of purple, and the only thing identifying it as a changeling hybrid being its horn being jagged and its accelerated gestation, seemingly being conceived from her own egg being fertilized by Thorax’s sperm. Her own little foal to love alongside the many hundreds of nymphs she’d birthed with her.

"You said you can really feel what love is now, so why can't we share it?" Starlight added, her belly shuddering loudly as she nuzzled the tip of his nose. "The future of the hive is our responsibility, after all."