Twilight looked down at the patrons of the library, noting that only Lyra and two other ponies had braved the wind and rain in order to get here. With a smile on her face Twilight exchanged a subtle nod with Spike before trotting down the stairs and over to the desk where Lyra was seated, her nose in a book. When the pony didn't initially notice her presence Twilight cleared her throat, making it a little more obvious.

“Oh uh hey Twilight. Can I help you?” Lyra asked turning to face the unicorn.

Twilight nodded. “Actually I was thinking I might be able to help you. Do you think we could talk upstairs?”

Lyra eyed the other pony critically for a moment. “I suppose it couldn't hurt. One second.”

As Lyra packed up her books Twilight noticed that the other unicorn was doing her best to hide the titles of what she was reading, and the disguised changeling could sense a bit of shame emanating from the pony. After cleaning up, her and Twilight trotted across the library, up the stairs, and into Twilight’s ill used office space. The area wasn't the largest, little more than a room with a desk and two chairs, but it suited Twilight just fine.

After sitting in the slightly larger, comfier seat in front of the window, Twilight waited patiently for her guest to get seated. “I hope you’ll excuse a little bluntness on my part but I couldn't help but notice what you’ve been reading.” Twilight began, her voice betraying the slight sense of awkwardness she felt.

Lyra’s heart sank and the pony looked down, clearly ashamed. “Oh.” She whispered.

“I wasn't going to give it much thought, but after overhearing a conversation in sugar cube corner the other day… well.” Twilight sighed. “I was hoping to offer you a job.”

“R-really?” Lyra asked, her eyes going wide.

“Yes but it isn't going to be much.” Twilight warned. “The library barely pays me and Spike to look after the place to begin with but after I heard about what happened I started talking to the other libraries and found that there was an issue that you may be able to assist us with.”

“Well I don't know much about books or being a librarian if that's what you had in mind.” Lyra remarked with a hint of sadness.

Twilight shook her head. “I know you don't have any experience in that regard, but that's okay because I was hoping to offer you a job fixing books.”

Lyra frowned. “I don't have any experience doing that either.”

“It's fairly simple actually. I’m already trained on how to do it but with endless disasters, friendship assignments, the odd mission from Celestia and actually running the library itself I don't have much time left at the end of the day.” Twilight remarked with a sigh.

“I never thought about it like that.” Lyra mused. “No wonder your hours aren't the same as Canterlot’s.”

Twilight shook her head. “Regardless. I’ve managed to secure enough funding so that I can offer you a part time position. It wouldn't be glamorous, or pay very well but its the best I can do.”

Lyra fidgeted nervously. “Do you think it would be enough to cover my rent at least?”

“And probably food as well.” Twilight replied.

The unicorn bit her lip for a second longer before suddenly sighing, and deflating like a spent balloon. “Oh thank the stars. I thought for sure I was gonna be screwed this month.”

“I also couldn't help but notice that you had taken out a few books on depression.” Twilight exclaimed, the disguised changeling tapping her hooves together nervously. “If you don't mind me asking, has something happened recently? Other then the loss of your job.”

Lyra was about to dismiss the other pony’s concerns only to suddenly relax all of a sudden. “Its Bonbon.” She admitted. “She’s been really busy with the guard and had to move out and close up her shop. I always knew that the candy making thing was just a cover, and that this was temporary, but I always kinda hoped that this whole changeling thing would blow over and that she would… you know.”

Twilight sighed. “Stick around?”

“Y-yeah. So, when do I start?” Lyra tentatively asked.

“I would still like to have to interview you later tonight. After close so we can see if you can handle the job but if that goes well you could begin tomorrow.” Twilight announced with a smile.

“It isn't going to be hard is it?” Lyra inquired nervously.

“If you can read and understand sheet music, you can follow the simple instructions I’ve laid out.” Twilight replied with a wink.

“That's great.” The unicorn smiled a little wider. “You have no idea how good your timing is Twilight. I was about to start thinking about selling my house as the occasional gig down at the inn and the odd backup role in an orchestra does not pay very well.”

Twilight smiled, the queen already imagining what it would be life after Lyra was inducted into the hive. The thought was a pleasant one, as having a nurse and breeder close at hoof twenty four hours a day would be convenient. She made a note to discuss that possibility with Lyra, after she was converted as Twilight knew how powerful the drive to stay near the hive was.

“I don't think you’ll have to worry about that quite as much, though it's not like your going to be taking any trips to Morocco anytime soon.” Twilight warned.

Lyra chuckled. “That's okay, I like it around here anyway.”

Twilight lifted an eyebrow, noting that she could feel a tiny bit of attraction come from the other pony. “Yes, well. Could you stop by the library at say around eight thirty? I’ve got some errands to run and some letters to send after were closed.”

“Eight thirty?” Lyra muttered while tapping her chin. “I think I can do that.”

“Excellent. You don't need to bring anything other than your wits and a resume if you have one ready.” Twilight announced before standing and extending a hoof.

“I got plenty of one and not much of the other.” Lyra replied with a giggle, the mare clopping her hoof against Twilight’s.

“We’ll see which is which at eight thirty then.” Twilight proclaimed.

“That we will.”

Twilight looked out the window at the slightly dreary evening they were having, her mind churning with many different thoughts while also tracking what her drones and Spike were doing. The most recently birthed changelings had yet to hatch, and likely wouldn't do so for another week or so, while her drones were still toiling away without complaint. Unlike Spike, who let out a dramatic sigh as he dropped a pile of books next to the door to the basement.

“Did we really have to accept a request to fix Canterlot high’s entire collection of encyclopedias?” Spike whined.

Twilight rolled her eyes. “Yes, we did. The amount of books needing repair isn't enough to justify Lyra’s hiring, but with the addition of the school system’s books we should have enough to keep her on payroll for at least a year or two.”

Spike muttered a curse under his breath as he hauled another box full of encyclopedias from the entrance of the library to the basement door. “Well I still say we shoulda just lied about that. Also, do I have to do this looking like this?” Spike asked, shaking his small tail in emphasis.

Twilight nodded without looking. “You know as well as I do that she could be here any minute. Speaking of which…”

The disguised queen closed her eyes and focused on her connection to the hivemind. Within a few seconds she located Fluttershy, finding the breeder trotting down the long tunnel that connected her house to the hive. If Twilight’s estimates were anything to go by the breeder should be able to hide and get into position within five minutes.

Which was good, as a sudden spike of nervousness alerted her to the fact that Lyra was approaching the library. “Just on time.” Twilight mused, noting that it was exactly eight twenty eight when Lyra began to cross the street.

Taking a step away from the window, Twilight quickly deactivated the wards on the door as well as the more complex defences placed on her home. They wouldn't be necessary, and would only get in the way while Lyra was in the building so they were shut off for now. Waiting patiently, Twilight heard the clip clop of hooves near the entrance of the library followed by a short, and polite knock.

After counting down from ten, Twilight took a step to her right and opened the door. “Ahh Lyra, just on time. Please, come in.” She exclaimed with a smile.

The unicorn nodded and hastily trotted inside, her fur wet and her mane absolutely flattened. “T-t-thanks. Its c-c-colder out there then I thought it was out there.”

Twilight smiled and teleported a towel onto her extended hoof. “Here.”

Lyra eagerly took the offered towel and began to dry herself off. “Thanks. Say, you gotta teach me that trick some time.”

“You mean teleportation?” Twilight inquired.

Lyra nodded. “Yeah. My parents werent very good at magic and Ponyville’s magical curriculum wasn't the best when I was a kid.”

Twilight frowned, and made a note to give the pony such knowledge the second she was welcomed into the fold. “Of course. No unicorn should go without learning teleportation.”

Lyra’s smile grew, and after she finished drying off her final hoof she gave her body a shake and handed the towel back to the queen. “Thanks again.”

“No problem.” Twilight replied before teleporting the towel straight into the laundry basket. “Now, are you ready for the interview? I was thinking we could speak down stairs since that's where the books are.”

Lyra peeked over Twilight’s shoulder. “Oh yeah totally. Hey Spike!” Spike grunted as he trundled down the steps, a box in his arms. “Oof, those must be heavy.”

“He can handle them. Spike is just being a baby.” Twilight replied with a chuckle.

I can hear you, ya know. Spike shot back.

Oh I know. Twilight retorted.

“Follow me and try not to fall. The basement doesn't have a railing and that's one reason we can't allow the public down there.” Twilight commented before turning and walking away, Lyra close behind her.

The unicorn didn't seem bothered by the lack of railing though and trotted eagerly down the steps. “Its cool. I took a trip to Cloudsdale with BonBon one time. After getting a cloud walking spell cast on us, obviously.” She explained.

Twilight nodded. “Pegasi architecture does have a distinct lack of railings, that's for sure.”

“Yeah no kidding, I just about fell out of our hotel on the first night we stayed there.” Lyra muttered while shivering slightly.

Holding back a chuckle, Twilight gestured to the large desk and the many boxes of broken books which surrounded it. “If all goes well, this is where you will be working. I’ll show you around the kitchen and the rest of the library on your first day.”

“Not bad.” Lyra muttered only to sneeze suddenly. “Could use with a dusting though.”

“I’ll take care of that later.” Twilight remarked before pulling a second chair out of the mass of boxes and clutter that was stacked high along the walls. “Now. I had a few questions for you before we got to the test part of the interview.”

“Hit me.” Lyra declared with a smile.

“I like to get to know the ponies I might be working with a little better so the first few questions are going to be a little more personal and you don't have to answer them if you don't want to.” Twilight cautioned.

Lyra shrugged. “It's all good. I wouldn't want just anybody working in my home.”

“I’m all done here Twi, gonna catch up on some comics now!” Spike shouted from atop the stairs.

“Sounds good Spike. Thanks again.” Twilight replied before turning back to Lyra as the basement door shut firmly above them. “Right, first question. What do you like to do for fun?”

“Well I really enjoy playing my lyre as you probably could have already guessed.” Lyra began before tapping her chin. “I also really enjoy going on hikes, reading mystery novels as you probably already know as well and-”

“Wow, thanks for being so open about all this.” Twilight exclaimed with a smile. “It's nice to get to know you a little better.”

Lyra smiled back. “Its kinda nice to talk about that kinda stuff every once and a while. Should I start the test now or…?”

Twilight shook her head. “I had one final question.”

“Alright.”

“Have you ever thought of having kids before?” Twilight inquired before blushing and rubbing the back of her neck. “I know this sounds like an odd question but my girlfriend really wants foals and well, I’m curious as to what you think.”

Lyra blushed right back, unaware of all the subtle manipulation Twilight had been employing up until this point. “Well I know it sounds kind of silly but I always kinda wanted to adopt if I could.”

“Oh? Why is that?” Twilight asked only to recoil slightly. “If you don't mind me asking that is.”

Lyra shrugged. “Bonbon was an orphan and well after hearing about all that she had to go through I’d love to make some kid’s life a little easier you know?”

“And would you ever consider having your own kids one day?” Twilight pressed.

The unicorn’s blush deepened. “I mean maybe if the right pony came around… or back.” She muttered to herself.

Twilight nodded, pretending as though she didn't hear the last part. “Thanks for answering all my questions. I think you’ve inadvertently answered my more professional ones at the same time so we can get right onto the test if your ready.”

Lyra grinned. “I am.”

“Then you’ll find that I’ve already set aside the books you’ll be fixing, the instructions that you’ll need as well as the minimal equipment necessary.” Twilight pointed out, her magic lifting up each of the indicated items as she mentioned them. “So whenever your ready go right ahead. I’ll be taking some notes while you work so just ignore me.”

“Got it.” Lyra muttered before leaning forward and grabbing the instructions.

Going right for the instructions, that's a good sign. Twilight thought to herself while teleporting a pad of paper onto her hoof followed closely by a quill. Though the queen did indeed take some notes, they were not overly concerned with Lyra’s ability to actually do the job. Rather Twilight was busy noting that despite utilizing some of the most effective forms of discrete changeling magic, Lyra seemed unusually resistant to them.

Perhaps there was a genetic component, Twilight thought to herself, only for that thought to be put on the back burner. They had a pony to convert, one that may not be the most willing, but was still a perfect fit, even if she didn't know it. As Twilight thought about it, she couldn't help but feel a little disappointed in herself, but she had come too far already to stop now. Twilight’s freshly altered ovipositor was primed and ready to deliver its payload and they couldn't pull out now, the dice were cast.

Twilight didn't have to look to where she knew Fluttershy was hiding to know that the other changeling was as ready as she was. Pushing down the lingering feelings of regret, Twilight stepped forward, placing a hoof on Lyra’s back and using the touch to chanel another spell.

“That's very good, your doing quite well for your first time.” Twilight quickly declared.

Lyra’s surprise quickly vanished, and though Twilight could tell she was nervous and still a little put off, those feelings were slowly fading. “Uh thanks Twilight. I didn't think it would be this easy. I guess I’m better at this kind of thing then I thought.” Lyra replied.

“You are indeed.” Twilight declared, trailing her hoof across the unicorn’s back and subtly casting another relaxation spell and using her innate changeling magic to make the pony even more pliant. “I knew you were a good choice.”

The mix of magic did its job well, with the pony almost completely ignoring what Twilight’s hooves were doing. Allowing the changeling queen to place a second hoof along Lyra’s spine and slowly rub her back in large circles. Over the course of a few minutes Twilight was able to relax the pony to the point that she could even begin to subtly move her into the next position.

Twilight didn't even need very much force to move the other female’s hips into place, her ovipositor slipping out of the queen’s slit and emerging from her disguise. This too Lyra was able to ignore, her mind forced to focus completely on her work to the point that even Twilight gripping her hips was not distracting. After doing this, the queen reared up, slowly allowing more and more of her disguise to fall away or be altered.

She grew taller, her body wider, and her horn longer, until she appeared to look like a mix between Twilight the unicorn and Twilight the changeling queen. After subtly shifting her weight onto the unicorn’s back, Twilight took a moment to check her internal reservoir of conversion gel. After that she quickly schooled her expression, stuffed down the lingering bit of revulsion she felt and slowly pushed her hips forward.

The touch of her ovipositor against the pony’s slick lips was almost enough to knock the pony out of her stupor and for a moment Lyra’s eyes went wide. Another stronger spell was quickly cast, and instantly that bit of resistance was gone, with the pony going back to her work, though it was clear she wasn't completely focused anymore. Twilight didn't really care though as she planned on simply downloading all the necessary knowledge into the pony’s mind after she was no longer a pony.

Pushing her hips forward, Twilight felt her slick, slime covered length begin to spread the mare’s pussy wide, her appendage managing to slide for several inches without resistance. “Mmm thats it, your such a good pony.” Twilight whispered, the changeling lacing her words with more magic.

Lyra nodded mechanically. “I’m a good pony.” She repeated.

“Yes you are, and as a good pony you are going to let me have a little fun with you.” Twilight continued.

“I’m going to let…” The pony’s face screwed up into a mask of confusion and anguish, but Twilight was quick to quash those feelings.

“You are a good pony.” Twilight declared. “Aren't you?”

The overwhelming wave of changeling magic made the pony’s body relax once more and she nodded. “I’m a good pony.” Lyra whispered.

Twilight paused mid thrust, silently wondering how she was able to resist her advances with such skill. No matter. Thought Twilight. I can figure out that information later.

“Your a very good pony who's also a good friend, aren't you Lyra?” Twilight pressed, her every word dripping with changeling magic.

“I’m a good friend.” Lyra repeated instantly.

Jackpot. Twilight thought, the queen noting the speed at which the pony replied, and the force behind her declaration.

“Your a very good friend, aren't you Lyra?” Twilight pressed.

“I’m a very good friend.” Lyra declared with even more force.

The queen slid forward, her ovipositor now almost completely inside the mare. “And good friends do favors for their friends right?”

Lyra nodded, a small moan slipping past her lips. “Yes.”

“Would you do me a favor and take a step back please?” Twilight pressed.

The unicorn hesitated a moment before doing as the queen asked, impaling herself on the changeling’s lengthy appendage and burying it completely inside of her. The pony was tight, incredibly so, and Twilight was already in love with the sensation, the queen planning on fucking her dozens of times a day until she was properly broken in. Twilight smiled and wiggled her hips slightly, the queen situating herself into a more comfortable position while also reveling in her position of dominance.

While this was happening Fluttershy was creeping out from around the boxes, the changeling wearing a modified version of disguise that was much like Twilight’s. The former pegasus kept her old coloration, her mane, tail and feathery wings, but her proportions were all different. She also sported a long appendage that hung between her legs, the ovipositor twisting this way and that like a hungry snake.

“Mmm your such a good friend Lyra.” Twilight commended. “Would you like to have another good friend? I promise she won't leave you either.”

Lyra whimpered pathetically. “But what if she does?”

“She won't. Isn't that right Fluttershy?” Twilight asked, gesturing to the partially disguised changeling.

“Twilight is right. I’m a very good friend, just like you, and I will never abandon my friends.” Fluttershy declared as she stepped in front of the pony.

Lyra’s body twitched suddenly, as if she were both trying to push back against Twilight and pull away at the same time. “Something isn't right.” She muttered.

Twilight sped up her slow methodical thrusting, while also beginning to hastily unload the gel she had prepared for this very moment. Twilight had hoped that she would be able to deposit it all directly into the mare’s womb in order to better aid the transformation, but she didn't have time for that. Each one of her thrusts was punctuated by a small eruption of gel which splattered against the mare’s insides, coating them in the thick green liquid.

“Everything is just fine. You are with your friends, remember?” Twilight pressed, her voice remaining calm even as the situation began to unravel right before her eyes.

“N-no.” Lyra whispered, her head jerking away. “Your not my friends. Your trying to do something to me. Something bad.”

Fluttershy growled. “She is breaking away. You need to be more forceful.”

Twilight scowled. “I have this under control. Just give me a moment.” The queen grabbed Lyra by the chin and forced their eyes to meet, Lyra’s gold ones peering deep into Twilight’s swirling, purple orbs. “You are my friend, a good friend, one who would do anything I ask.”

“I’m a good friend who-” Lyra began before the pony suddenly bit down on her lip, turning the rest of her words into gibberish.

Twilight’s thrusts grew stronger, deeper, and more forceful. “Let me help you Lyra. Join my family with the knowledge that not a single one of us would ever abandon you. Let me give you the home you never had, the family you so crave and the friends you deserve.”

The unicorn struggled with a response, clearly fighting to resist the changeling’s influence while at the same time being subdued by it. Then, something snapped, and like a switch being flipped, there was only resistance, with Twilight’s magic suddenly finding nothing to grab hold to. Before Twilight could react the pony snap cast a mana bolt, hitting Twilight in the face and startling her enough that her magic turned off.

“You are not my friend, monster.” Lyra spat before slamming bucking Twilight’s back right knee and nearly dropping her in the process.

The opening was enough for Lyra to slip out from under the queen, and make a break for the stairs. Shocked, and confused Twilight overcompensated and quickly found herself lying on the ground, watching as Fluttershy leapt at the unicorn. With fangs bared, the changeling was intent on delivering a potent dose of paralytic venom directly into the pony’s blood stream.

Unfortunately for the breeder, Lyra was surprisingly fast, and managed to cast a quick light spell mere inches from Fluttershy’s face. The changeling shrieked in pain and recoiled, raising her hooves in an effort to block an attack that never came. Instead of following that up, Lyra sprinted up the stairs, firing mana bolts down at Fluttershy in an effort to keep her off balance.

While all of this happened Twilight crumbled, her mind seemingly trapped in an endless loop of fear, doubt and complete dispondance. Lyra had wanted a home, friends, family, and when she was offered all that and so much more, she turned it down. Worse yet, she had forced a mirror on Twilight, one that made the changeling to look into it and see not the unicorn she used to be, but the queen she now was.

Truths she had ignored, or done her best to downplay came roaring back, demanding that Twilight address them. From the way she had coerced the unicorn into feeling relaxed to the ultimate realization that she had forced Lyra into something she didn't want. Her gut reaction was to shun it all, to blame it on the purpose pressed upon her by Chrysalis, but that brought her no relief from the feelings of guilt.

She could have canvassed the town better, extended her intelligence gathering and found a pony who truly wished to join them, one who would do so even after they knew everything. Yet that thought felt emptier then Twilight’s attempt to shift the blame away from herself. Who would want to be a changeling knowing full well that their mind, body and soul would be molded as Twilight saw fit? Ponies were surprisingly individualistic for being herd animals and Twilight knew that such an idea was utterly doomed from the start.

As Twilight’s mind imploded, the fight continued, with Fluttershy managing to trip up Lyra by pulling one of her back legs out from under her. Her wings buzzing and Fluttershy tried to land another bite, hoping to completely incapacetate her prey before things dragged on any longer. Lyra surprised her once more however, with the pony firing a mana bolt directly into the changeling’s face without even looking.

Recoiling in pain and anger, Fluttershy was more shocked than anything, her nerves temporarily disrupted by the burst of magic. Lyra managed to climb most of the stairs before Fluttershy could regain her wits and summoned her magic, using an improvised shield to shove the pony off the stairs. This Lyra was unable to counter, and the unicorn tumbled off the stairs, her fall broken by a pile of books but still knocking the wind out of her.

Twilight watched as Fluttershy leapt upon the fallen pony, fangs primed, and her target temporarily unable to resist. This was it, the moment that would decide the fate of herself, Fluttershy, their hive, Lyra, and potentially the entire town. Twilight’s horn was already glowing, magic coursing through her veins as she readied a spell powerful enough to render one of the brawlers immobile.

What was left of her ponyself demanded that she turn the spell against Fluttershy, to stop the changeling that had once been her friend before it was too late. Her purpose however, had other plans, that innate part of herself coldly reminding Twilight that such an action would not aid the hive. That realization alone made something primal twist in Twilight’s gut, making the formerly easy decision much harder to make.

For a moment, Twilight could almost imagine that she was hearing two different voices speaking to her at the same time. One reminded her of all the laughs she had shared with Lyra, all the lessons on ethics she had been taught by Celestia which it implored her to consider. That voice was kind, and was the same one Twilight had only a few months earlier, one that was distinctly pony in a way she couldn't quite explain. The other voice was alien, new, and the one Twilight had gained after she had been rebirthed as a changeling. Within it there was no emotion, and it made no heartfelt plea, but rather it stated three simple words, each one hitting Twilight like a hammer blow.

Remember your purpose.

“Wait!” Twilight shouted, Fluttershy stopping mere moments before she had been about to bury her fangs in the pony’s neck.

“What, why?” Fluttershy shouted in shock.

Under her, Lyra dared not move, the pony seemingly weighing her options and watching Twilight closely.

“Trust me Fluttershy, this is the right way of doing things.” Twilight coldly declared, the queen getting up off the floor and walking over to the pony and changeling.

“But I had her! The hive needs her, we need her.” Fluttershy pleaded.

Twilight shook her head. “What you were about to do was wrong.” Twilight remarked, before pointing to her right. “Get off of her.”

The changeling wanted to resist, but the queen’s words were dripping with power and she found herself moving against her own wishes. “This is wrong Twilight! You can’t let her go, she’ll get us all killed!”

Twilight smiled, and gently took the pony’s hoof, helping her back to her hooves. “T-thanks. I think.” Lyra muttered.

“Oh I don't think she’ll be getting anyone killed.” Twilight declared before lurching forward and grabbing the mare’s face in her hooves, forcing their eyes to meet mere inches from each other. “Isn't that right Lyra?”

The psychic might of a fully fledged queen slammed into Lyra’s mind like a sledgehammer blow, her defences which served her well against Twilight’s more subtle machinations doing nothing against the full force of the queen’s assault. Mental barriers fell one after another until Lyra was staring slack jawed into the queen’s undisguised eyes, the changeling’s intimidating visage searing itself into the pony’s mind. In that moment Lyra could feel the psychic tendrils of the queen as they poured over her memories, over her personality, witnessing all that she was in a single terrible instant.

Twilight made a few quick alterations before pulling back, her psychic tentacles receding until the pony was alone in her own mind once more. That didn't mean she was herself though, as Lyra felt an overwhelming urge to simply let the changelings do whatever they wanted with her. She was even allowed to try and resist, but that effort felt hallow as the pony knew Twilight had left it behind just to taunt her.

“You would have disrupted the process if you had added a paraplatic agent into her system.” Twilight declared as she turned to the breeder. “Which could have resulted in severe and irreversible mutations.”

“I… didn't know that.” Fluttershy muttered.

Twilight smiled and winked. “Sorry about the temporary deceit there, I had to get in close in order to subdue her.”

Fluttershy nodded weakly as she looked down at the twitching pony on the floor. “Of course my queen. I shouldn't have doubted you.”

“It's understandable. I haven't given you much reason to have faith in the first place.” Twilight’s smile grew. “Until now, that is.”

Drawing her hips back, Twilight pulled the struggling Lyra under her, raising the pony’s backside and impaling the smaller being on her ovipositor. Which had grown twice as large and significantly thicker, to the point that it took a bit of effort to ram it into the pony’s pussy. Twilight wasted no time in thrusting her ovipositor over and over into the mare’s body, stopping only at the entrance of her womb.

With a grunt, Twilight began to unload the rest of her conversion gel directly into the deepest reaches of Lyra’s body. The pony herself ground her teeth and thrashed as best she could but between Twilight’s restrictions and the changeling’s large, powerful body it was a wasted effort. Pulse after pulse of heavy green liquid was deposited into the mare’s womb, until Lyra’s stomach began to bulge and a twisted sort of pleasure began to overcome her.

“I would have thought you would take your time with her.” Fluttershy exclaimed as she took a step closer.

Twilight grunted. “I ended up wasting a good chunk of my payload after she took off, we’ll need everything that both you and I have already produced to properly change her. If she doesn't receive it all soon she may suffer from some unfortunate mutations.”

Fluttershy’s eyes went wide. “What would you have me do my queen?”

“Come closer, and stuff your ovipositor inside of her. It shouldn't be long before I’ll have deposited all I can.” Twilight replied.

Fluttershy watched as the changeling reared back, and patted the pony, insinuating that the breeder should penetrate Lyra’s pussy while the queen was still inside of the same hole. Not one to say no to a direct order, Fluttershy leapt at the opportunity, slipping over top of the pony, and finding her back end carefully moved into position by the queen. In no time at all Twilight had made enough room for the breeder, who slid perfectly into place, her own ovipositor placed just above her queen’s.

The position was strangely erotic, with Fluttershy finding herself squished between chitin and fur. She was about to thrust forward when she felt Twilight do that for her, the queen stepping forward and carrying Fluttershy along for the ride. The thick slime that dribbled from Lyra’s hole was just enough to lube her entrance, and Fluttershy felt her slick appendage slide into the pony’s now cramped hole.

Lyra grunted in pain, cursing under her breath as she felt her cunt get forced wider than she had ever felt before. She wanted to utter more curses, to say more, but the pony found herself unable to do anything but whisper angrily as she felt her body and mind begin to change. It was subtle at first, with the queen’s influence becoming more and more obvious as Lyra felt her body begin to twist in unnatural ways.

Twilight grabbed Fluttershy’s hip with one forehoof, and Lyra’s with the other before thrusting forward, forcing Fluttershy as deep as possible. It was strange to say the least, as Fluttershy was ready to embrace the more dominant side of herself only to find herself controlled once more by her queen. Her every move and thrust was only possible if Twilight willed it, which was something the former unicorn seemed to enjoy as much as Fluttershy did.

It made the breeder feel as though she was the one getting fucked even though this time it was her that was doing the penetration. It was strange, erotic, and because of it Fluttershy was able to work past the voice in her head that told her she should only ever being on the receiving end. Back and forth Fluttershy and Twilight moved, the queen going slow for a few thrusts before she seemed to gain a solid footing.

Then, all the stops were removed, and Twilight pounded the pony’s plump posterior ruthlessly. Fluttershy quickly went from feeling as though she had a small say in things, to being carried away completely by her queen’s lust. The breeder could only hold on as she was forced to fuck Lyra just as hard as her queen did, their dual appendages spreading the mare’s hole in new and erotic ways.

For one it forced her hole wider than ever, but the feeling was unique in other ways, and Lyra could feel as the thick appendages of both Fluttershy and Twilight began to twist and writhe inside of her. They moved like twin snakes locked in their own delicate dance of lust and danger, intertwining one moment only to break apart the next. In no time at all Twilight could sense that she had utterly overwhelmed Fluttershy with pleasure, the former pegasus letting her tongue fall out of her mouth.

It took a bit longer, but Twilight could sense that she was beginning to get to Lyra as well, all without using any additional direct mental manipulation. Lyra’s attempts to fight back slowed until finally they stopped, her hooves remaining still as she focused solely on keeping her mouth shut. While this was happening Twilight could feel the pony begin to lose her fur, chitin quickly growing to replace her formerly fuzzy exterior.

As Twilight watched all of this happen, she grinned in victory, the last of her pony self crumbling amidst the rush of power and confidence that came with claiming another for her hive. This one would be useful, that much was obvious, but more than that, Twilight wanted her, the queen craving the moment she could knock Lyra up. The pony had a unique, relaxed charm about her, one that was made more appealing by the fact that she had a little extra cushion in all the right places.

Twilight was already planning all the ways she would fuck the pony, how she would corrupt her completely, as Twilight had been corrupted. While she thought of this, and fucked both Fluttershy and Lyra simultaneously the pony voice in her mind began to wither. Its voice growing quieter and quieter until finally it was gone entirely, leaving only the true Twilight behind. This voice was proud, determined, willful, confident, and above all, commanding.

It was the voice of a queen, and it was hers.

Twilight slowly removed the mental shackles she had placed upon Lyra while knowing full well that she had not quite fully submitted yet. “Are you enjoying yourself, my friend?” Twilight asked with a grin.

The pony sputtered for a moment as if ready to offer some angry retort, before suddenly hanging her head low, a blush overtaking her face. “Y-yes.” Lyra whispered.

Twilight grinned, noting idly that the slow creep of chitin had reached the midway point of the mare’s back. “I couldn't hear you. Why don't you say that again.” Twilight teased, the changeling punctuating each word with a powerful buck of her hips.

Lyra stifled a moan by stuffing a hoof into her mouth, her face contorting as she did her best to resist speaking what her mind was already screaming. “Y-y-yes.” She whispered after a long pause.

“Yes what?” Twilight pressed, the queen slamming her hips forward hard enough to make both Fluttershy and Lyra cry out in pleasure.

“Yes, I’m enjoying it!” Lyra shouted, the pony’s body shifting subtly in order to make penetration easier for the queen and her breeder.

“I knew you would come around eventually.” Twilight whispered, a forehoof trailing across Fluttershy’s belly. “And are you enjoying yourself my little breeder?”

The changeling nodded while biting her lip. “It feels like your fucking me as hard as you are Lyra, but at the same time.”

Twilight grinned. “Good girl. Now, don't release quite yet, not until Lyra begs you to do it.”

“I w-w-wont.” Lyra muttered, though it was clear that her resistance was becoming more and more futile by the second.

“You can feel it already can't you?” Twilight teased, her body always in motion, always slamming into Lyra’s hole, making her ass jiggle and forcing a constant stream of moans to spill from her lips. “You can feel the change, feel the hive. Soon you shall be reborn and join the rest of my children.”

“I-I…” Lyra bit her lip as she came suddenly, her body so overwhelmed that she couldn't even speak.

“Do you think shes ready to become a breeder Fluttershy?” Twilight asked before giving the changeling a smack across the ass.

“I think so my queen. I can feel her need, her desire. It burns so hot yet she refuses to let it out.” Fluttershy replied.

Twilight grinned as she felt Lyra all but melt beneath them, her body so wracked with pleasure, and the odd feeling that came with having her hole stretched that she could hardly stand. Only Twilight’s magic kept the pony at least somewhat vertical, her legs being held up by the queen’s aura and little else. Twilight noted that the changes had slowed, and though the majority of the pony was covered with chitin, it had stopped at Lyra’s neck. Twilight knew that would change soon enough though, and she smiled as she felt Fluttershy begin to orgasm, though the breeder held back on releasing the gel as per Twilight’s instructions.

Wrapping her ovipositor tight around Fluttershy’s much smaller appendage, Twilight grinned and licked her lips. “She's ready for you Lyra, why don't you just get it over with and beg for Fluttershy’s seed.” Twilight pressed.

The pony moaned aloud, unable to hold back. “I c-can't.” Her body twitched, and her tongue fell from her mouth.

“You can't, or won't?” Twilight pressed.

“I…” Lyra shuddered. “I’m ready.”

“Ready for what?” Twilight demanded, the queen thrusting forward and then stopping when she had bottomed out inside the pony. “I tire of this game. Do what I know you want to, and beg.”

Lyra seemed to try and resist for a moment longer before the final wall crumbled and she cried out. “Do it! Turn me into a changeling, make me yours! I can feel your hunger, know what you want to do and I want it too. Please, my queen. Give it to me!”

Twilight grinned. “What do you think Fluttershy, did she do a good enough job?”

“Oh yes my queen.” Fluttershy replied, the breeder holding back a moan and the urge to empty her gel into the pony. “She wants to bear and take care of your young almost as much as I do. She is ready.”

Twilight’s smile grew and she ran a hoof down Fluttershy’s smooth chest. “Then do it. Welcome a new member into the hive and to my harem of breeder sluts. This responsibility I entrust to you and only you.”

“I won't let you down my queen.” Fluttershy declared while still shivering in ecstasy, her body already beginning to release the first wave of gel.

Twilight’s ovipositor writhed within Lyra’s tight pussy, milking and squeezing at Fluttershy’s appendage as it delivered the first burst of changeling conversion gel. With Lyra now willing, and her body already primed for the last part of the change, the process was quick. Black chitin surged up her body, her fur falling away to reveal the smooth exoskeleton of a changeling.

Wings all but burst from the pony’s back, extending outwards in an uncontrolled manner as the pony came for the final time. A second later, and Lyra the changeling came for the first time, the change leaving her even more turned on then she had been a moment earlier. Leaving behind her ponyself was nearly orgasmic in itself, and that ecstatic moment only grew stronger as she could feel the hive mind rising to meet her.

Within that chorus there was unity, love, acceptance, and even forgiveness for her attempt at escape. It saw all that Lyra was, and it did not judge her, merely accepting the formerly flawed pony for who she was before remaking her into something far better. Something closer to what she was always meant to be, her destiny finally in reach as she felt her horn grow and twist.

With the last few strands of mane falling away and her horn growing longer and sharper, Lyra knew that the process was nearly done. The twin appendages buried inside of her stretched hole stopped twitching, with both Fluttershy and her queen resting on her back. There was only one thing left, one final part and she would truly be a changeling, inside and out.

“Your purpose.” Fluttershy began, the breeder’s voice growing stronger and more confident with each word. “Is to bear and take care of the queen’s children, to tend to her every desire, and to give yourself to her, mind, body and soul.”

Twilight smiled as she watched the effects of the purpose take hold on the newly converted changeling, a grin spreading across her face as well. “Yes, matron Fluttershy. I accept my purpose?” Lyra declared before closing her eyes.

“Matron, that's new.” Twilight muttered.

“Its fitting though. I think I remember Rarity talking about how the head nurse was called that.” Fluttershy exclaimed.

“Let us pull back. Her changes are nearly complete and we will only get in the way.” Twilight declared, not waiting for her breeder to agree before she gently picked her up and pulled her backwards.

With a wet slopping sound, their intertwined ovipositors pulled out from Lyra’s hole, allowing their newest hive member to slip to the floor, landing in a pool of her own fluids. Fluttershy sighed and quickly untangled her appendage from her queen’s before gently slipping out from under the larger changeling. When the former pegasus looked up at the queen it was with such shining admiration that Twilight would have been struck by the intensity, had she not undergone her own change several minutes ago.

“Thank you my queen. It was truly an honor to help induct our newest sister.” Fluttershy explained, the breeder bowing slightly.

The sight of her friend bowing to her would have made Twilight uneasy before, but now it was fitting. “You had earned it after helping me to accept what I am.” Twilight declared with a grin before leaning in, her grin becoming a little crueler as she did so. “But do not think you are being let off the hook completely. You still went behind your queen’s back and for that you shall be punished.”

Fluttershy gulped and ducked into another bow, this one much deeper, the breeder’s chin nearly brushing the ground. “I apologize, my queen. I will submit to whatever punishment you deem appropriate.” She hastily declared.

Twilight nodded. “Before we get to that, there wouldn't happen to be any other deceptions occurring behind my back. Now would there?”

Fluttershy bowed even deeper, chin pressed firmly against the floor. “I admit there was one other thing.”

“Speak.” Twilight commanded.

“Grandmother and I conspired to lure Bonbon back to Ponyville in order to give you a plant in the guard and to force you to reconsider your more aggressive plans.” Fluttershy admitted.

“I had assumed she was up to something like that, but to think you would aid her.” Twilight sighed and shook her head. “I forgive you for this action, but if you are to ever go behind my back again I will knock you down to digging duty do you hear me?”

“Y-y-yes my queen!” Fluttershy shrieked.

Twilight snorted, and turned to her newest breeder, noting that she had undergone similar changes to the ones Fluttershy had. Her legs had lengthened slightly, her breasts becoming much larger, while her internal systems were nearly identical to that of the matron. Lyra was still unique however, the shorter, rounder unicorn becoming a shorter, rounder changeling with larger, more generous proportions. These new proportions fit her slightly stokier frame quite well and Twilight couldn't help but feel her ovipositor stir as she looked down on her newest breeder.

She was about to tell the former pony to stand when Twilight felt her wards get breached, and a sudden voice came from upstairs. “Lyra? Are you in there?” Shouted a familiar voice.

“How did she know Lyra is here?” Twilight asked, the queen spinning around and glaring at Fluttershy.

“I d-don't know! We had only ever subtly bumped into Bonbon while she was out and about and talked about her and Lyra, grandmother and I had not planned for this.” Fluttershy hastily exclaimed.

“She must have gotten my note.” Lyra muttered, the changeling’s words slightly slurred from all the pleasure she had just experienced and the changes still happening to her.

“Your note? Explain.” Twilight demanded.

Lyra stumbled up to her hooves. “I always leave a note when I go somewhere, just in case Bonbon comes home.”

“Daww. I mean, oh no.” Fluttershy muttered.

Twilight sighed and closed her eyes, the queen reaching out and pulling the memories of Bonbon from Lyra’s mind. “She is formidable, but no match for me. Remain here and keep the drones and Spike out of this.” Twilight commanded before taking wing and flying up to the top of the stairs.

“Are you certain my queen? Bonny is like super tough.” Lyra replied while scratching the side of her head.

“I am certain.” Twilight remarked before lighting her horn. “Library, engage full lock down.” She grinned. “This is where the fun begins.”

Bonbon crept slowly through the library, her eyes darting this way and that, unsure of what she may face but ready for anything. The defences placed upon the door had been defused easily enough, just as her earlier reconnaissance had informed her yet her scanning spell still didn't work even after they were disabled. The inside of the library was a mystery to the earth pony, who was forced to search the area the old fashioned way.

I got along just fine before Celestia gave us all armor that enables us to cast spells like unicorns, this is nothing. Bonbon thought to herself as she slowly slinked closer to the basement door, as it was the most logical place to keep a captive.

The white furred and gold armored pony had nearly reached the hall when the lights suddenly went out and the door slammed shut behind her. Magic flared, and all at once dozens if not hundreds of wards came to life, sealing the library utterly. Spinning around, Bonbon found that the windows had been turned to stone, and the door was completely gone.

“You’ve gotten out of stickier situations then this Bonbon, keep your eye on the prize and remember why your here.” She whispered to herself.

“Oh I doubt you’ve faced anything like me.” Exclaimed a familiar, yet strangely warped voice.

“Twilight, is that you?” Bonbon asked.

“Ahh, Stout Hoof. How good it is to see you again. Or should I call you Bonbon?” Asked Twilight, her voice coming from all directions at once.

“I don't know what you’ve done to the real Twilight Sparkle, but I will free her and Lyra!” Bonbon shouted.

“I think you’ll find that I am very real.” Declared the voice a second before the grinning face of the changeling queen emerged from the darkness.

Lurching forward, Bonbon put her hoof into the changeling’s face a second after it appeared, only to not feel the familiar crack of chitin under her greeves. “Augh!” She cried, her hoof recoiling from the wall she had just punched.

The changeling went cross eyed as it looked at the point where Bonbon’s hoof went straight through its head. “You know, for someone with a fancy set of armor you seem to rely on your hooves a little too much.” Twilight remarked before her body turned to smoke and vanished in an instant.

Bonbon angrily tore the bent chunk of armor from her hoof, tossing it aside. “I don't need some fancy armor to beat a snake like you!” She shouted.

Twilight laughed, her voice echoing throughout the library. “You should treat your toys with more respect, they may come in handy you know. Like that helmet of yours...”

Bonbon ground her teeth together as she activated the scanning spell built into her armor, her fake horn glowing as she twisted this way and that, trying to find the changeling. When her spell came back with nothing, and she saw little else but darkness, the pony growled and began to sprint towards the basement door.

“To hell with this.” She muttered before spinning and preparing to buck the door down.

A bolt of lightning briefly illuminated the room before slamming into Bonbon’s side, sending her skidding down the hallway, bruised and battered but still alive.

“Ah ah ah, the fun isn't over quite yet.” Twilight teased.

Growling, Bonbon pulled herself off the ground and hastily ducked around the side of the doorway, obscuring her line of sight while inspecting her armor. Though scorched, it seemed as though the only thing that was damaged was her illusion spell as her hooves had returned to their normal color. She could also tell that her fake horn was gone, and that she generally did not appear as the generic preset for female guards.

I’m so stupid! I knew I shouldn't have just jumped into this without backup. If I wasn't so damn paranoid I wouldn't be in this situation. Bonbon thought to herself only to shake her head. Get in the game Bonny, we got a sort of girlfriend to save, and a changeling hive to expose all by yourself. No big deal.

The sound of buzzing wings approaching her position made Bonbon leap from cover, prepared to strike. When the hallway was empty and there was no one around, she felt a tingling sensation and leapt forward, rolling out of the way of a second lightning bolt that came from behind her. Sprinting forward she dodged a third and then a fourth before leaping over a table and tossing it to the ground in order to use it as cover.

“I guess your not completely stupid.” Twilight mused. “Though I doubt you’ve fought anyone of my calibre before.”

“Pfft, I’ve fought dozens of changelings before. Every single one relied on the same crappy trick and couldn't take me in a straight fight.” Bonbon shouted back.

“You want a straight fight then do you? Fine. Lights.” Twilight calmly declared.

Bonbon snapped her eyes shut in order to stop herself from being blinded while at the same time using a hoof to keep her helmet firmly on her head, lest her mind be vulnerable. “More tricks. When are you changelings going to learn how to fight?” Bonbon muttered bitterly.

“Oh I think you’ll find I’m more than a match for you.” Twilight declared, her voice coming from the other side of the table.

Blinking rapidly, Bonbon forced her eyes to adapt before peaking over the side and finding herself face to face with the changeling that had been taunting her. Not wasting any time, Bonbon activated another spell built into her armor, a bolt of charged mana shooting out of her helmet and launching itself at the other being. Who raised a chitin clad hoof to block the shot, causing the black exoskeleton to be briefly burnt before healing itself a second later.

“See? Fair fight. Just like what you wanted.” Twilight announced, sweeping a hoof out.

“No magic?” Bonbon asked hesitantly.

“No magic.” Twilight replied.

Leaping out from her cover Bonbon launched herself at the changeling, starting with a one two hook followed by a headbutt. The changeling was much faster though, and managed to dip and dodge out of the way of every attack. Not wanting to lose her momentum, Bonbon continued pushing, striking high, and low while alternating between faster lighter attacks and slower, heavier ones. Each strike, each movement meant to find a weak spot in the changeling’s defences, only to find none.

The taller being nimbly danced around every single attack and offered no responses, even when Bonbon left herself open, hoping to prompt a counterattack of some kind. Growing irritated by the aloof look her opponent was giving her, Bonbon pressed harder, hoping to force the fake Twilight against the wall. Something that was proving difficult, as the changeling always seemed able to slip around her, ensuring that the earth pony couldn't gain an advantage.

After a particularly frustrating trio of dodged strikes, the pony leapt forward, intent on simply crushing the changeling in a bear hug. Fake Twilight was ready though, and she leapt over the pony’s head, twirling deftly and landing behind the mare. Who in turn struggled to turn around in time, her hooves raised, ready to block a strike that never came.

“What are you trying to do? Tire me out?” Bonbon shouted. “Because I can tell you right now that isn't going to happen anytime soon.”

“Oh I know.” Twilight remarked with a smirk. “Which is why I grabbed this from you.”

Bonbon was about to ask what the changeling meant when a helmet levitated up from behind her back, one that had been on the pony’s head up until a few seconds ago. Bonbon frantically grabbed at her head only to find that her helmet was indeed gone, and with it, any defence against a changeling’s mind magic. In a cry of rage, the mare leapt forward, hoping that her act of desperation may catch her enemy off guard.

Bonbon didn't make it more than a foot before her body became weak, her gaze became fixated on the fake Twilight’s eyes, and she landed in a heap a foot away from her target. “No…” Bonbon muttered, strength already leaving her despite all the training she had undergone. “How?”

“I am a queen. We have broken the wills of alicorns and compared to them your mind is insignificant.” Twilight declared, a cruel grin crossing her face. “Unless your asking how I defeated you? In which case I disabled most of your armor’s defences with the lightning bolt and then simply waited until you got desperate.”

“Damn… can't believe I lost to… a changeling.” Bonbon muttered angrily.

“Oh don't be so hard on yourself. I helped design most of the enchantments placed on your armor, and my brother was the one who trained you in anti changeling combat.” Twilight casually remarked.

“No… it can't be… Twilight?” Bonbon whispered fearfully.

“Finally you are starting to get it. Don't worry, soon you will understand everything.” Twilight exclaimed.

Twilight tossed Bonbon to the floor like a sack of potatoes, her armor having already been discarded, leaving the pony as naked as the day she was born. Her bouncy pink and blue mane was a mess, as was her tail, fur and general overall appearance for that matter. Evidently the fight had taken more out of her then she had first let on, and the pony breathed heavily as she lay on the floor.

“That was amazing my queen. The pony didn't stand a chance.” Fluttershy exclaimed.

Lyra frowned, and gently lowered herself to the floor, looking Bonbon in the eye. “Sorry about that Bonny but the boss lady wanted to test a few things before she added you to the family.” Lyra apologized.

“Lyra, is that really you?” Bonbon whispered, tears beginning to bud at the edge of her eyes.

“Hey now, don't cry. Being a changeling is awesome.” Lyra declared with a grin. “It's like having a really really close family, and also being an alicorn at the same time.”

“Don't worry Lyra, she will join you soon enough.” Twilight exclaimed.

“But how my queen? I thought you said you were out of that funky gel stuff that converted me.” Lyra remarked.

“Oh we have other methods of bringing a pony into the fold and though I’m tempted to make you do it because it would be fitting, I think someone else should have that honor.” Twilight explained cryptically while turning to Fluttershy.

Who blinked in confusion, only for her eyes to go wide. “You don't mean I can rebirth my first pony?” She exclaimed in shock.

“Rebirth what does…” Lyra’s question died on her lips as her mind was filled with images and her cheeks gained a rosy hue to them. “Oh.”

“Oh what?” Bonbon asked nervously, the pony twisting in place as much as she could manage, which wasn't more than a few inches.

“You will soon find out.” Twilight announced before gesturing to Fluttershy. “The floor is yours, matron Fluttershy, Lyra will assist you.”

The breeder nodded eagerly and laid down on the ground before lighting her stub of a horn, and casting the necessary spells to ready her body. While this was happening, Lyra was carefully moving the rag dolled Bonbon into position by folding her forelegs tight against her chest, and extending her back legs straight out. She also made sure to do so carefully, her movements gentle and slow.

“What are you doing?” Bonbon whispered, her gaze flitting back and forth from the changeling laying spread eagle before her, and her friend who was arranging her body in a strange way.

“Fluttershy and our queen are out of gel so we are going to convert you the old fashioned way. Don't worry though, I saw our queen’s memory of her own rebirth and trust me, your going to enjoy it.” Lyra replied before taking a step back and smiling. “There we go. She's all ready matron.”

Fluttershy sighed. “You’ve made the process so easy my queen. I was almost looking forward to the long and arduous process of conversion.”

“Oh she’ll still probably take a while. My brother cast a bunch of enchantments on the guards, which will slow down the process a bit as your body will have to break them down naturally.” Twilight explained.

“How long will it take?” Fluttershy asked.

Twilight smirked. “You will find out soon enough. You shouldn't leave your new sister waiting.”

Fluttershy nodded, spread her legs a little wider and scooted forward until her dripping sex pressed against Bonbon’s nose. “Lyra, would you please begin the insertion process?” Fluttershy asked.

“Of course, matron Fluttershy.” Lyra replied with a grin before leaning down and whispering in the pony’s ear. “Try to relax, apparently it makes things easier.”

“N-no wait- mmmf.” Bonbon’s words were shut down the second her muzzle was pushed into Fluttershy’s gaping cunt.

The changeling’s folds were absolutely flooded with thick, greenish slime which acted as an incredibly potent lubricant. With even just a slight push from Lyra’s hooves, Bonbon found her entire muzzle stuffed into Fluttershy’s hole. At about the same time this happened, she felt her need to breathe vanish, and her fear of cramped places quietly removed from her mind.

Bonbon wasn't quite certain if she should thank or curse whoever cast those spells however, as having her species forcibly altered was not something she wanted. Forced to inhale the changeling’s potent scent, the pony found her nostrils assaulted by what smelled like a mix of rare spices. Worse still was the taste she was forced to endure, as it had the distinct smack of something doused in a dozen different kinds of chemicals.

Another shove and Bonbon could feel Fluttershy’s passage begin to strain to take in the pony’s entire head. Bonbon was also distinctly aware that the changeling was enjoying this immensely, her pussy twitching as throaty, alien moans could be heard through the walls of her cunt. Lyra’s hooves never stopped though, constantly pushing the pony deeper and deeper without a moment of respite.

The only hope Bonbon had was that her head ended up being too large for the changeling to accept, and that seemed like a distinct possibility, for all of ten seconds anyway. Then came a particularly hard push, and suddenly Bonbon felt her ears get wet, and her entire head begin to slide into the changeling’s damp passage. With eyes screwed shut, Bonbon tried her best to resist, to at least flop around and make things a little more difficult for her captors.

It was all for nought however, as Lyra diligently put her legs back into position, and ensured that nothing Bonbon did could slow down the insertion process. She couldn't even open her mouth wide enough to bite the inside of the changeling, leaving the pony with nothing to do but dread what was coming. Though as she lay there, Bonbon did start to feel her body grow lighter for lack of a better word, a heat beginning to simmer between her legs.

It felt weirdly good now that Bonbon thought about it, the slick walls of the changeling’s pussy touching and caressing both her head and neck. By the time her shoulders bumped against Fluttershy’s outer folds, Bonbon had hit a wall, her nose bumping into the breeder’s cervix. Hope was a strange feeling, one that made the pony conflicted, as she both wanted to continue, and didn't want to lose who she was.

Bonbon didn't have long to consider her mixed feelings though, as the changeling’s womb opened and accepted her muzzle before stretching wider and beginning to take the rest of her head. Lyra’s hooves and magic worked in tandem, shoving Bonbon in deeper as she followed Fluttershy’s unspoken commands, and also doing what she could to make it easier on her friend. With gentle hooves, and a caring touch, Lyra pushed Bonbon deeper, the pony’s shoulders slipping inside Fluttershy’s gaping pussy.

Bonbon could hear Fluttershy’s moans grow louder still, and for a moment the pony was certain that Fluttershy was orgasming as extra fluid covered Bonbon’s naked form. Dread, fear, and acceptance passed through the pony in quick succession, her training making her want to keep resisting until a thought occurred to her. At least I’ll be with Lyra again.

The thought was grim, but it helped Bonbon accept the fact that this was going to happen, whether she wanted it to or not. A line of thought that opened her mind to the possibility of not only accepting what was happening, but enjoying it as well. The heat inside her had continued to grow as time passed, and after considering her fate for a moment longer, Bonbon decided to fully embrace her circumstances.

She briefly wondered if this was all part of the changeling queen’s manipulations, but threw that thought aside as it was irrelevant. She wasn't going to fight this any longer and like a switch being flipped, she found her body awash in pleasure. The tight sensation of her shoulders and torso sliding inside the changeling’s body felt bizarrely good. Even the scent, taste and feeling of Fluttershy’s body were pleasurable, as was the full body massage she was currently receiving.

It was alien, new, and bizarre, but it was also mind numbingly good and tantalized the pony in ways she had never even dreamed of. An involuntary moan slipped past her lips, and Bonbon twisted slightly as she felt the majority of her torso be pushed inside the changeling. The pony was vaguely aware of the fact that her host’s stomach was distending considerably to contain her and the thought somehow managed to turn her on.

Twilight smirked as she watched Fluttershy’s wings twitch and her hooves scratch the floor, her body awash in so much pleasure that the changeling was having trouble focusing on what needed to be done. Which thankfully wasn't a lot, as her body could pretty much run on autopilot for the most part, leaving Lyra with the only task that actually took effort. As she watched, Twilight couldn't help but feel a sense of pride swell in her chest, one that the old Twilight would have felt guilty about experiencing.

She was not the old Twilight though, and the changeling queen revelled in the moment of pure dominance. She had bested an opponent thoroughly, cemented her place as top of the hive’s food chain, and was in the process of punishing one subordinate while gaining another. Grinning, Twilight trotted behind Lyra, extended her ovipositor and stuffed it into the recently converted changeling’s pussy.

Lyra moaned, and offered no complaint to being penetrated so suddenly, and merely spread her legs while also ensuring she could keep doing her job. The queen didn't mind her lover dividing her attention, for she knew how much her newest breeder was craving to be bred, and to carry the queen’s young. That time was not quite upon them yet, but it didn't matter, as even the touch of Twilight’s thick changeling cock was enough to excite a primal part of Lyra’s mind.

While this was happening, Bonbon found her body beginning to curl up on instinct, her forelegs pressed tight against her chest. Her back legs were already making the journey into her new mother’s body, undeterred by that same changeling orgasming every few seconds. The pony found herself amazed that Fluttershy could even cum that hard, and that frequently without becoming exhausted, but then again she wasn't a mammal anymore.

The realization that she was going to be able to experience such pleasure soon was enough to make the mare moan aloud, her mouth filling with green liquid and quickly being swallowed. Her temporary prison was filled with the stuff, pressing in on all sides of her and leaving the pony half floating inside the changeling’s womb. Panic would have normally overwhelmed her by now, but Bonbon felt none of it, with the mare awash in ecstatic pleasure, and a pervasive sense of peace.

With one last shove she felt the tips of her hooves slide into Fluttershy’s engorged pussy, followed closely by Lyra’s forelegs, which continued to push Bonbon deeper. Shove after shove, brought the mare’s back legs slowly pulled into the changeling’s womb, with Fluttershy’s greedy pussy nearly pulling Lyra in as well. The firm hoof of their queen kept that from happening though, no matter how amusing it may have been to see Fluttershy’s belly bloated with two full sized equines.

Using only her internal muscles and a little help from Bonbon herself, Fluttershy pulled the last few inches of the pony’s body into her womb before completely sealing the entrance. Now with a stomach nearly the size of her entire body, Fluttershy lay on her side, moaning as she felt strange new organs begin to activate. Her chitinous exterior had stretched to the point that it was nearly see through, allowing her hivemates to watch as Bonbon curled into a ball and fell still.

Thick changeling milk dribbled from the breeder’s tits, with Fluttershy unable to stop her body from reacting as if she needed litres and litres of milk right this second. The former pegasus could do little but moan and rub her belly, the expony so incredibly aroused by the sight of her own massive belly that she found herself slightly less envious of Lyra. Who was in the middle of getting fucked into a pool of changeling milk and other excretions, though it was clear the newest breeder didn't mind this one bit.

“Enjoying yourself?” Twilight asked as Fluttershy felt her womb fill with even more liquid, leaving her stomach taut and perfectly round.

“Oh yes my queen. This is almost as good as being pregnant with your children.” Fluttershy gushed, the breeder having to stop and pause mid sentence when a particularly bad rumble made her belly shake.

“Well that's good. I’m going to go play with my newest toy. I will see you tomorrow.” Twilight declared before lighting her horn.

“Wait, tomorrow? I thought you said I could convert a pony in under an hour.” Fluttershy asked, the breeder constantly fighting to keep herself from moaning everytime she spoke.

“Oh yes, but this one- unf.” Twilight grunted as she placed a hoof against the bck of Lyra’s head, fucking the moaning and twitching breeder ruthlessly. “Has some enchantments placed on her remember? They will take quite a while to break down.”

“Ww-wait, could you at least teleport me up to your bed, please?” Fluttershy begged, her hooves gripping the floor as she tried to pull herself towards the queen, though it was clear her stomach was simply too large for her to move so much as an inch.

“That may cause complications with your passenger.” Twilight pointed out, gesturing to the breeder’s stomach. “And we wouldn't want that now would we? Don't worry, I’ll send a drone to get you something to eat soon. Enjoy.”

Fluttershy couldn't make her mouth work before Twilight and her newest breeder disappeared in a flash of magenta light. A scan through the hivemind told her that Spike had quickly joined the fun the second they had arrived in Twilight’s room. The drones also seemed to have all been given orders to ignore Fluttershy’s requests, leaving the head breeder to lay on the floor and stare at her belly.

“This isn't the worst punishment ever.” She muttered, grinning softly as she rubbed her stomach. “At least I have you to keep me company.”

Inside the green tinted prison, Bonbon twitched, her fur slowly losing its color as chitin grew to replace her soft flesh. The process was slow, agonizingly so, but if there was one thing Fluttershy had now it was time. Time to realize that despite being found out and her and Chrysalis’ plan falling apart, everything had worked out as she hoped it would.

Fluttershy knew insitinctively that her queen was now changed in both body and mind, her old plans having already been discarded. New ideas, plans, and considerations floated around the hivemind, and the aggression behind these new thoughts was enough to make Fluttershy pur. Their hive now had the start of a harem, with Lyra’s position as an in house nurse enabling them to grow faster and with less worry.

More important still was the pony now gestating within her very womb, the former special agent already designated as an advanced infiltrator by her queen. With such a high ranking and well trained member of the guard now under their queen’s sway, there was little doubt in Fluttershy’s mind that the guards and militia would now no longer be an issue. After all, they would soon know everything that Bonbon did, and with such knowledge the complete domination of Ponyville was well within their grasp.

Fluttershy smiled, and hummed softly to herself as she rubbed and caressed her massive, bulging belly.

Now it truly was only a matter of time until their friends, and the town was welcomed into the fold.

Author's Note

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