Harsh wheezing and the stumbling, off balance click-clack of chitinous hooves drew the nameless changeling’s gaze towards the entrance to his quarters. He cocked his head and quickly redonned his disguise, instantly replacing the black chitin with pale blue fur, her intimidating eyes replaced by a much softer blue, and finally her membranous mane replaced by a shoulder-length seafoam green mane that looked purposefully unkempt. The changeling straightened her posture and glared at the door.

“If that beggar has wandered into the barracks again I swear to Celestia I am going to give every one of you so much P.T. you’re going to throw up your small intestine!” She yelled, stomping over to the door and opening it, ready to chew out anypony who dared intrude upon the few short hours she had alone.

“Is that really any way to talk to your dear old mother?” Asked a frighteningly weak voice.

Moonlit Melody looked down and nearly lost her disguise at the sight of the huddled form before her. Clad in rags that seemed to be a mish-mash of at least three different cloaks and what looked like a chunk of a carpet was the huddled form of an undesguised changeling. Not just any changeling though, it was none other than her mother, queen Chrysalis. Moonlit knew this not only from the distinctive sight of the queen’s eyes but also the faint psychic echo that she felt within her mind, though it wasn't as strong as it had been; it almost felt like a worker’s, but that couldn't be...

Thinking quickly, she looked both ways and, noticing there were none of her ‘fellow’ guards around, she pulled the queen inside, locked the door and in one swift movement kneeled before her and discarding her disguise.

“My queen. Pardon my rudeness.” She begged, her voice returning to the strange buzzing sound that all changelings had.

The rag-clad changeling laughed, though it quickly devolved into a pained wheeze. “Worry not, my child. I know that you are merely keeping up your disguise, one that I must commend you on keeping throughout my failed invasion.”

The changeling winced at the sight of her queen and stood up, moving towards her bed. “Would you like some of my stored love? It’s mostly the love of a comrade, though it still tastes a lot like familial love.”

“Yes, please do.”

The changeling stopped. Please? Had she just heard that right? She shook her head and made her way over to her bed before getting down on her knees and reaching under it. Her hoof grabbed a metal container and she pulled it out. The box she held was small and heavily warded with a single clasp on the front. Pressing her hoof against it made it flash briefly in a bright green color before the ward dissipated and she flipped the latch to reveal a single bottle of teal liquid roughly the size of her hoof.

Delicately, she lifted the bottle from the case with her magic and levitated it over to her queen who accepted it with a nod. Tossing aside the cheap cork stopper, the queen threw the potion back, downing the majority of it in a single gulp. The changeling had to suppress a whimper as she saw the love she had worked several months to gather vanish in an instant. It was worth it though - it was for her queen, after all.

The queen stopped after the first gulp and replaced the stopper before giving the bottle back and licking her lips. Already she seemed more vibrant, her eyes losing a little of the milky opaqueness that plagued them and she stood a little taller.

Quickly replacing the bottle back into its case and reactivating the rune, the changeling placed the case back into its spot and resumed her kneeling position, drawing another wheezy laugh from the queen.

“Rise, there is no need for ceremony anymore, I am no longer your queen.” The former queen arched an eyebrow at the changeling’s still-kneeling but also not surprised form. “I taste no surprise in you, my child, and yet you kneel. Why?”

The changeling sighed. “Your psychic echo was not what it once was, combined with your… altered stature I knew what had happened, though I know not why you have come to me of all lings.”

The former queen stumbled over to a small pile of cushions, falling into their velvety embrace gracelessly. “Come, sit with me. We have much to discuss and not long to do so.”

The changeling obeyed, pulling a single cushion from the pile to sit on. “What has happened to you, mother?”

This time it was Chrysalis’ turn to sigh and she tossed back the hood of her rags, revealing a broken, scarred face nearly devoid of chitin and replaced by dense scar tissue. “Our expulsion from Canterlot has caused me a great deal of damage.” the changeling’s jaw tightened as she surveyed the extent of said damage evident across her former queen’s face. The tip of her horn was broken and leaked magical energy occasionally, taking the form of errant sparks of green. One eye was almost completely covered in a thin film, indicating deep damage that even a large intake of love could not handle. One fang was missing and, perhaps most glaring of all, was the lack of a crown upon her head.

“Damage that I cannot repair even if I had the desire to.” The queen frowned and she ran a hoof down her broken face. “In my desperation I underestimated a foe and lead my brood into a death trap. I am no longer your queen, but I have also chosen my successor.” She pulled back her ragged cloak and pulled out a solid green egg that positively hummed with energy. The changeling gasped and reeled back.

“Is that what I think it is? No mother, you couldn't. Please tell me my eyes deceive me!” The changeling cried.

Chrysalis sighed. “It is, I had to. The next leader of the changelings needs something I no longer have, empathy. You will take this egg and implant it within the element of generosity; her connection to the elements makes her a conduit for powerful magic. This magic is made even more potent by its association with generosity.”

“This is madness! Such a plan is doomed to fail! To think that you have underestimated the elements not once, but twice. What are you thinking?”

The former queen laughed bitterly. “This time I have not. I will remain here in Canterlot and surrender myself, requesting only that Twilight be present at the negotiation table. I will pretend to surrender myself and my changelings and beg forgiveness. I hope this will at least earn me enough good favor that they stop killing my children in the streets.”

The changeling grimaced, all too familiar with the frequent lynchings she was forced to break up. More painful still was when she had been forced to escort her brothers and sisters into the dungeons, never to be seen again.

“Ponyville is relatively quiet and I have set up a disturbance in the Everfree that will trigger in three days time that will distract the meager garrison left there. This should allow you to sneak into the home of the element bearer, implant the egg and…” The former queen hesitated, looking at the changeling with pity and guilt.

“And what, mother? What would you have me do?” The changeling pleaded.

“I… I want you to bind to her.” The changeling gasped. “Her body will not be suited to gestate a queen properly, as we grow to full size and have live births. Which is why I need you to alter her, guide her and keep her safe. Things you can only do if you bind to the element bearer.”

The changeling gritted her teeth and looked away from her mother, unable to meet her gaze. “Are you sure this is the only way?”

“It is… The next queen must grow to become not a predator, but a symbiote. The ponies know of us now and it will not be long until we are rooted out and destroyed forever. I cannot let that happen. I will do anything to ensure our race survives, even the unspeakable.” She hesitated, and the changeling looked over to where the queen drew forth one last object.

“No, you couldn't! I’m not worthy.” The changeling muttered dumly, staring down at the small dull crown that sat in the queen’s outstretched hooves.

“You will keep it safe until the new queen is born. Until then, you are the queen.” Chrysalis bowed her head and extended her hooves.

The changeling reached out, hesitating at the last moment only to snatch the diminutive crown from her mother’s hooves. “If that is your final order then I will obey. Though I disagree with almost every part of this plan, I will follow it through... for you, mother.”

Changelings could not cry, but at this moment Chrysalis wished she could. “Thank you, my daughter. You were the best infiltrator I have had in generations, and if anyone can carry this out, I know it’s you.”

The changeling nodded and reverently placed the crown upon the table between them. “Your will will be done.”

The Changeling sat deep in the booth of Sugarcube Corner, sipping on a milkshake of some kind. The actual type didn't matter to the changeling as she would have to regurgitate it later anyway. No, that part didn't matter to her. What mattered to her was the fact that whomever had made it had clearly been a master chef or at least loved their job. A pleasant warmth bloomed from the changeling’s fake stomach; it was the feeling of love being absorbed and she couldn't help but smile at that. She had heard of pony chefs who loved their job so much that love infused the food, or an object they used, but she had never felt it for herself.

She pulled again on the straw only to frown as little more than a tiny bit of the delicious liquid passed her lips. She looked down to see her milkshake was empty, drawing a smirk to her lips. She had never enjoyed a piece of pony food more than this, and the thought that her host would partake regularly in such a drink was a pleasant one. Perhaps it would make this whole ordeal slightly more enjoyable.

In a flash of pink, the waitress was before her, a huge smile on her face. “So, what did ya think?”

The disguised changeling smiled back. “It was wonderful. My compliments to the chef.”

The offensively pink pony giggled. “Thanks! I was trying out a new recipe and just loved, loved, loved how it came out! Can I get anything else for you?”

The changeling pondered it, tempted to ask for another, only to be interrupted by the sound of a distant explosion. “Another time.” She dropped a small pile of bits on the table and moved to grab her luggage next to the table.

“This is way too much, lady. I can't accept all this.”

“Then pay it forward, I’ll buy the next few orders that come through the door.” That made the pink pony smile and she nodded and zipped off.

“Thanks, mystery pony!”

The changeling smirked and grabbed the luggage case in her magic, delicately picking it off the ground and making her way out into the street. Once outside she frowned, noticing that a few ponies were running away from the general direction of the Everfree while the guards ran toward it. In the distance she could hear a magically amplified voice booming.

“Please stay in your homes. The Ponyville guard is more than capable of handling anything that may emerge from the forest. Do not leave your homes for any reason. Please stay-”

The changeling ignored the rest and made her way towards Carousel Boutique at a brisk trot, not wanting to stick out but also not wanting to risk dropping the case despite the fact that it was reinforced with every protection spell she knew.

Ponies of all shapes and sizes ran past her in either direction, not casting the unicorn a second look save for a stallion who stopped to eye up her flank for a moment.

Once at the door, the changeling hesitated, feeling the knife strapped to her hoof and hidden behind an invisibility spell. She cast a quick glance back and forth before knocking on the door, her entire body changing suddenly when she did. Gone was the confident expression, replaced by one of intense fear, her posture shifted low and she looked back and forth rapidly, as if expecting something to fly out and attack her at any second.

“Hello? Is anyone there? The guards are telling everyone to get inside but I’m not from around here. Can I stay inside until this dies down?” She called out.

Inside she could the faint sounds of hoofsteps on hardwood, coming towards the door. The steps stopped at the front of the door and the changeling could feel as though she was being watched. Clearly there was a peephole of some kind on the door, though she could not see one. The feeling quickly vanished though and the door opened to reveal a disheveled unicorn with pearl-white fur and light purple hair.

“Quickly darling, get inside.” The unicorn ushered the changeling inside.

The changeling nodded and gripped her case tightly in her hooves before trotting through the door quickly. Once through, the door shut firmly and a bar fell over it. The unicorn held her breath until the faint hum of enchantments kicked in, ensuring nothing would get in or out. The majestic unicorn breathed a sigh of relief and turned to her guest with a faint smile.

“Terribly sorry about the suspicion, but you never can be too careful these days.” She extended her hoof with a smile. “My name is Rarity, and welcome to the Carousel Boutique. I will skip with the sales pitch as I don't think you’re here to buy anything.”

The changeling reached out and tapped her hoof to Rarity’s. “Sorry, no. Maybe another time though?”

Rarity waved her hoof dismissively. “Don't think that you owe me anything, darling.” The distant sound of a roar could be heard through the boutique walls, causing both mares to jump. “Why don't we retire to someplace a little more comfortable, and one with a privacy enchantment?”

When Rarity turned, the changeling allowed a small smile to spread across her lips. Perfect. She thought.

Rarity trotted into the kitchen with the disguised changeling close behind. The room was relatively small, a simple breakfast nook sat in one corner, leaving just enough room for a fridge, a stove and minimal counter space. Evidently Rarity had prioritized the size of her boutique over gaining a few more creature comforts, which pleased the changeling greatly. The high ceilings and wide-open space of the storefront was uncomfortable for the changeling. Here, at least, she would be able to relax in a space a little closer to home.

The unicorn made her way over to the rapidly heating stove stove, placed the kettle on it and reached up to grab what looked like tea from a cupboard, only to turn and ask. “Would you like some tea, by chance?”

The changeling shook her head nervously and tapped her hooves together. “No, thank you. I wouldn't want to be a bother.”

“Nonsense, darling. How about some nice chamomile to calm our nerves, hmm?”

“Well, alright, but only a cup!”

Rarity giggled and brought down enough tea for several cups and set them aside. As she got to work making their tea, the changeling was beginning to formulate the beginning of her plan. But how was she going to distract her host? She had a few minutes to think and, in the meantime, she forced her poison gland to go into overdrive, producing a potent sleep agent in half the time that it would normally take. The draw on her love reserves was significant and her jaw ached, but it was necessary so she grinned and bore the pain with dignity.

Her host turned with two now full tea cups, presenting one to the changeling who took it with a shy smile. “Thanks.”

“It was my pleasure. Sorry about our quick introductions, but I didn't catch your name.”

“Moonlit Melody, at your service.”

Rarity sipped her tea and smiled. “Ahh, a musician. Not many of those in Ponyville, I’m afraid. What brings you to our fair town?”

Moonlit shuffled nervously, gripping the luggage in her hooves a little tighter. “My mother passed away not too long ago. I needed to get out of Canterlot and Ponyville seemed nice, if a little small.”

Rarity’s eyes lit up and she reached across the table, taking the changeling’s hooves in her own. “I am so sorry to hear that, darling. If you need anything at all, don't hesitate to ask.”

The changeling recoiled, startled by the generosity, despite knowing that it was her element. “I couldn't ask for anything I didn't earn. Maybe you could… No, that wouldn't be right.”

Rarity gripped her hooves tighter and smiled fiercely. “Whatever you need, darling. Maybe we could even work something out, have you play whatever instrument in my shop and I could pay you in bits or lodgings, if that would be easier.”

The changeling eyed her host’s cup, noticing it was still almost completely full. She had felt her poison gland full by then, she was ready. “I-don't know, let me… what is that?” Moonlit Melody peered behind Rarity, staring intently at the window behind the mare’s head.

“What? What is it?” Rarity spun around to look at whatever had drawn her guest’s attention, not noticing the changeling’s horn light up. She did notice the knock at the door though and she spun around again, even more confused. “What did you see?”

“I thought I saw somepony out there, but I guess my nervousness is getting the better of me.”

Rarity gulped and nodded, getting out of her chair and making her way to the door. “I suppose I should see who is there.” There was a hint of reluctance in her tone and the changeling could taste her fear, but despite this she pushed on and left the kitchen, intent on answering the door.

The changeling grinned and peeked out of the kitchen, noticing the mare was lingering, taking far longer to walk to the door than necessary. Perfect. She slipped around to the other side of the table, leaned over the unicorn’s cup of tea and discarding the part of her disguise that hid her fangs. Positioning one fang over the cup, she squeezed her poison gland and willed a thick drop of the potent poison into her brew. She switched to the other fang and did the same, listening intently all the while as Rarity looked through the peephole and hesitantly called out.

“Hello? Is anypony there?”

Predictably, there was no answer and the unicorn hesitated before undoing the locks and charms and opening the door and peeking out. “Hello! Is anypony there? This is not funny, Sweetie Belle!” After glancing around for a few seconds longer, she harrumphed and closed the door, securing it again.

Mumbling to herself, she made her way back to the kitchen to find her unicorn guest to be far more relaxed, sipping away at her tea. Rarity smiled despite the circumstances, Moonlit’s apprehension had been wearing on her and it was good to see she was calming down.

Rarity sat across from the unicorn once more. “Must have been the wind or somepony playing a joke.” She idly remarked.

Moonlit smiled. “Foals will be foals, emergency or not.”

“Too true, I’m afraid.” Rarity lifted the cup to her lips only to stop, her nose scrunching up as she caught the whiff of something off.

“Is something wrong?” Moonlit asked, a bit of apprehension returning to her voice.

Rarity silently chastised herself. You’re making her nervous again, Rarity. Just drink the tea and you will both be calm. She sniffed the tea once more and, finding that there was no strange smell the second time, she dismissed it and blamed her nerves. “No, nothing darling, I just thought I smelled something, but it must have been the burnt remnants from the last time Sweetie tried to cook.”

Moonlit smiled and sipped her tea, Rarity followed suit. The tea tasted nearly the same, but there was something not quite right, though the unicorn couldn't put her hoof on what. Pushing aside the odd thought, the unicorn drank deep from her tea cup, finishing off the tea in one, unladylike gulp.

“Pardon me.” The unicorn’s cheeks glew bright red. “I guess I needed the tea more than you did.”

Moonlit giggled. “That’s fine, would you like some more?”

Rarity shook her head. “No, thank you, darling.”

The unicorn’s eyes became unfocused and she put a hoof on the table to steady herself. Moonlit leaned closer, concern in her eyes. “Are you alright?”

She gripped the table tighter and forced her eyes to focus once more. “I-I’m fine, just a dizzy spell I’m afraid. Oh my.”

The unicorn toppled to the floor suddenly, feeling having left her legs entirely. Moonlit leaned down and frowned. She hadn't thought the mare would drink the entire cup in one go. “I’m getting a doctor! Just stay with me, Rarity!”

“Please hurry, I can't feel my legs and- oh stars above.” Her eyes went wide before her head crashed to the floor.

The changeling frowned. The dose should be fine but she was going to be out for longer than anticipated. Thinking quickly, she found a piece of paper, a quill and ink, and wrote a quick note and placed it on the table next to the exit. Whomever would come inside would have to see it and think Rarity was coming down with something and had secluded herself in her room in order to not infect anyone else. At the bottom the changeling added a quick assurance that it was nothing serious, merely a cold or flu and asked not to be disturbed. That was easy enough, now for the hard part.

The changeling made her way back to the unicorn, tucking a pillow from a nearby chair under her head. Next she made her way to the stairs that she presumed went to the second story, which likely held the bedrooms. Once up the curving flight of stairs, the changeling realized her assumption was correct, though there were two extra rooms. One seemed to be an office while the other was a child’s bedroom. Posters of pop idols and piles of unmade clothes littered the room and the smell of a foal covered everything.

That was a potential problem, one the changeling didn't have time to deal with right away. She made her way back across the hall and opened what she assumed was the master bedroom. Sure enough, the large, extravagant room was easily recognizable as Rarity’s and the changeling could even see an open door that contained a small bathroom.

“That's convenient.” She mumbled.

Next she went back downstairs and picked up the unicorn, hauling her back up to her room before closing and locking the door. She added a few protective charms just in case, as well as a warning alarm on the handle, ensuring she would know the second somepony was trying to get in.

She rubbed her chin, looking around the room for where best to store her luggage. In the corner of the room was a large safe, easily big enough to contain her luggage and more. She didn't know the combination, but it didn't matter; one look at the type of safe told her all she needed to know and she slipped her magic under the combination spinner and pulled slightly before punching it hard.

Just like that, the safe opened and she smirked, making a mental note to procure a better one at some point. She opened the safe, expecting jewels or bits, but was surprised when she found small, nearly worthless ones, accompanied by pictures in frames and a scrapbook of some kind. The changeling frowned; did the mare not have any bits to speak of? Or perhaps she used a bank? No matter, she thought. Pushing aside the keepsakes, she made room for her luggage and squeezed it inside before closing the safe and placing a few more wards and charms on it. That would keep anypony out and, if they did open it, they would find a nasty surprise in store for them. The last few spells had drained her love reserves dangerously low, but that wouldn't matter soon enough.

Finally she picked up the unicorn once more and got up onto the bed, slipping under her and wrapping her own hooves around the limp ones of her host. The changeling snickered; that word was going to take on a whole new meaning in a matter of hours when the connection was complete.

She snuggled close to the unmoving unicorn, fitting her body as snugly and as close as possible before taking a deep breath. What came next was going to be as disturbing as it was painful and she was not looking forward to it. She, like every other changeling, knew of the dark rituals and painful metamorphosis that could fuse their being into another, but it had not been attempted in generations, having been all but outlawed by Chrysalis as a taboo that could not be crossed.

Not for the first time the changeling considered abandoning it all and using the egg on herself. It would be hard, but eventually she could birth the queen herself. That would only lead them into more hardship though and, despite not wanting to admit it, she knew her mother had been right. They needed something new, different, and a way of doing things that noling had ever tried.

She tightened her jaw and cast the force field over herself and Rarity before quickly casting an air spell on the pony. Nothing could escape the field, which was perfect. Next she set the field to slowly shrink as resistance fell, meaning solid flesh would resist the field without difficulty but liquid would be forced down, the field pressing against it mercilessly until it met a solid object once more.

The changeling sighed one final time, now burning her last remaining love stores so she didn't need to breathe. Finally, the changeling reached down within herself and touched something primal, something a changeling hadn't been forced to use since the failed invasion: the suicide switch. One of the most powerful defences an infiltrator had, the switch would liquify the changeling completely within minutes after knocking them unconscious in seconds.

One last thing remained before she could activate it and the changeling’s horn glowed brightly as she reached out and grabbed at the unicorn’s mind, altering it to better suit its new host and creating a small new section that would house an additional consciousness and resonate psychically to the changeling’s unique physiology.

Pain spiked through the changeling’s mind and she was dimly aware of the fact that she had burned through the last of her love and was now burning her very essence to charge the spell. Her chitin cracked and more pain lanced through her body. Finally it was done, the unicorn’s mind was altered and it would instinctively pull at the changeling, using her essence to alter itself and Rarity’s body to fit the changeling’s desires. More changes would have to be completed after the joining; the changeling lacked the resources and time.

After one last check of her work, the changeling clenched her teeth and reached inside herself once more, instantly finding the ‘switch’ within herself. This was it. “Goodbye, mother.” She whispered to no one.

The psychic switch was flipped and within moments the changeling fell into unconsciousness. Her body began to dissolve within minutes, the already cracked chitin dissolving first to reveal bare organs and muscle beneath which eventually dissolved as well. The field reacted shortly after, squeezing down on the now-liquid remains of the former changeling.

Bright green liquid flowed around the unicorn’s body before being forced into every orifice at once. The liquified changeling flowed through Rarity’s nostrils and open mouth, into her ears and eyes but it was not enough, there was an entire changeling’s body worth of liquid to go. The changeling flow slipped inside her pussy, easily filling the mare’s passage and seeping into her body from there. Even that wasn't enough and the pressure built until more of the changeling flowed into the mare’s tight anus, stretching and filling the mare’s intestines and seeping into her body. Next her womb parted, allowing the flowing form of the changeling access to the deepest recesses of her body.

Her womb filled to capacity within seconds, making the unicorn appear as though she was several months pregnant. Adding to this fact was her quickly distending stomach that pushed her already pregnant belly larger still. Endlessly the unicorn seemed to grow, her stomach and womb stretched far beyond what they should be capable, and still there was more. Rarity’s body went into overdrive absorbing the changeling, pulling the liquid through every pore it could, drowning its native cells in changeling ones.

The unicorn began to glow, her body’s magic trying to naturally reach a state of harmony with the foreign cells. The ritual knew this and indeed counted on it - with the manipulations done already, instead of destroying the changeling cells, the unicorn’s body actively tried to incorporate them into itself.

By now her belly had grown enormously, having been forced to stretch until she looked ready to give birth to triplets. The green liquid had dissipated and within minutes the unicorn had pulled in every last drop of changeling.

Hours passed and eventually the unicorn’s belly slowly shrunk, the changeling having infiltrated every last part of her body, fusing with the unicorn forever. The mare’s ruined holes winked and tried to close but they could not; the stretching had been too much for the relatively unchanged body and they were left gaping.

Eventually, Sweetie Belle came home and, after seeing the note, wisely chose to slip back into her room silently, remembering all too well just how grumpy Rarity had gotten the last time she had woken up the sick unicorn.

The next day came and, in the wee hours of the morning, the forcefield dissipated and the breath spell ran out, leaving the still-unconscious unicorn hybrid to cough and sputter until it found it filled its lungs once more, this time not with liquid changeling.

Within the unicorn hybrid’s mind stirred a new personality, and with it a question. The changeling had never had a name that had not been borrowed, but she couldn't refer to herself as the changeling or infiltrator or her old identity. She needed something new, something close to Rarity’s name but still distinct so the former unicorn’s mind did not feel too off put by it. Illusive. A sense of pride welled within her walled-off part of her mind.

She knew that within minutes the wall would fall and their minds would be linked forever, so she took the last moments of privacy she would ever have to run over her plan.

1. Change the unicorn’s body to fit the egg.
2. Build up a backstory to explain her size increase.
3. Go on vacation somewhere so she didn't need to explain why she would grow far larger than what’s normal.
4. Keep up her disguise.
5. Keep Rarity’s mind placated.

With that done she felt her new eyes begin to move beneath her new eyelids and she felt the presence of her new ‘partner’ begin to stir.

What happened? Where am I? Rarity thought.

We are in bed, we had a slight fall but that kind unicorn, Moonlit Melody helped us to our bed. Illusive thought back, sending positive waves of reassurance to the other part of her mind.

Panic tried to well within their connected mind but Illusive forced it back down. Shh, there is no reason to panic. Let's think about this logically.

Right, of course. Who, or what, are you? Rarity asked, unsure if she was going to like the answer.

Who am I? I am you. I have always been there. Watching, waiting from the moment we were born. I have existed all along, but the fall seems to have allowed me to speak to you for the first time. You may call me Elusive.

Author's Note

Edited by the everwonderful Pahnazd

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