Twilight stopped mid stride, turned around and continued to pace until she reached the otherside of the library, at which point she stopped again and looked out the window. The town of Ponyville was relatively quiet as most ponies had already gotten home from work and were either relaxing or starting supper. Something the changeling queen wished she could do at this very moment as she was both hungry and increasingly impatient.

Turning away, Twilight continued to pace, hardly paying any attention to what was going on around her. The library itself was all but empty, with only Lyra left after the rest of her patrons had already departed much earlier. The unicorn pony’s indecision was not the changeling queen’s concern though, and she put it out of her mind, focusing on what she had been busy doing this past week.

The hive itself was about as good as could be expected considering they were a swarm of three at this point. With only two of those three able to reliably spend time digging, it meant that construction was slow, and sporadic. Still, they had managed to get the nursery more or less completed, which meant that the newly deposited drones had a proper place to grow. Still, it wasn't perfect and that fact bothered Twilight immensely, and constantly, the knowledge that her first spawn did not have proper accommodations endlessly grating on the changeling.

At least Fluttershy had come into her role quite well, with the newly converted changeling dutifully checking on, and cleaning the queen’s eggs without prompting. It was impressive, in Twilight’s opinion, especially considering that she had learned mostly through a direct download of information. Something that was stressful on even Twilight herself, and her mind was specifically designed for such a thing.

All and all things were going well, Twilight decided, but even that small realization wouldn't stop the worry that twisted and contorted in her belly. Tonight was important, and she wanted everything to go absolutely perfectly as they were only going to get one shot at this. As planting the idea of her and Fluttershy dating before meeting with the girls tomorrow would really help to make the eventual announcement go a little smoother.

Twilight shook her head vigorously, stopping the endless train of worry and fear in its place. Turning to Spike, Twilight noticed that the dragon was fidgeting in his seat, scratching his face or chest every few seconds. She hardly even needed their connection to be able to discern that he was beginning to chafe after wearing his disguise for so long. The queen sent her hive mate some soothing thoughts and watched as he stopped poking and merely sat still.

Noticing that the conversation between himself and Lyra was quickly wrapping up, Twilight turned her attention to the drones who were growing in the hive beneath her. Her connection to their small, poorly developed minds were tenuous at best, but it was enough to be able to tell that they were getting close to hatching. The small amount of eagerness Twilight could feel emanating from the eggs made the queen grin as excitement and worry warred in her mind.

They were her first spawn, and though mere drones, they were proof of what she now was and how far she had come. With their emergence, another milestone would be met, and her first natural born children would join her. Would they be strong enough to help? Would they be smart enough to accomplish their tasks? What if she already failed them somehow?

Another harsh shake of her head, and Twilight dismissed her worries before they could consume her once more. This wasn't the time for such fruitless contemplation, she was about to go on a date, and that couldn't happen if Lyra was still here. Turning to the drake and the talkative unicorn, Twilight silently trode over to the pair, idly noting that the mint pony had another stack of mystery novels ready to go as well as a few other books she was trying to hide.

Hopefully this time she would return them in the allotted two weeks and avoid another late fee.

“Are you all ready to go?” Twilight asked.

Lyra smiled as she turned to the disguised queen. “Yup! I was just chatting with Spike about that new Berry Hatchet book that came out. You wouldn't happen to know if you guys are going to get it, do you?”

Twilight nodded. “Of course we will. Though it may be an extra week or two before we do since Canterlot and the bigger towns get priority.”

Lyra sighed. “Yeah I know. If only you guys had a bigger budget or something. In Canterlot they got the new releases like that day!”

“They also tend to suck up most of the money.” Spike pointed out.

“True.” Lyra gathered up her books, levitating the small stack onto her back. “Well I better get going. Thanks again for your help Spike.”

“No problem Lyra, anytime.” Spike replied, the dragon quickly cleaning up the check out desk while the unicorn and the queen walked to the door.

“I’m sure I’ll see you again before that book you wanted comes in, but in case I don't I’ll send you a letter.” Twilight replied.

Lyra smiled. “That's so nice of you! Thanks Twilight!”

The changeling grinned, eagerly drinking up the positive emotions being sent her way. “It is my pleasure. Have a wonderful evening.”

“You as well!” Lyra replied before quickly slipping out the door and trotting down the road in the direction of her house.

Grinning, Twilight was about to count her lucky stars when Fluttershy unexpectedly appeared from around a corner, directly in front of Lyra. Cursing her foul luck, the changeling queen stood there and glared at the offending unicorn who promptly began a conversation with a shawl clad Fluttershy. Though she was now a changeling, Fluttershy was still Fluttershy, which meant she wouldn't take the easy way out and just exit the conversation entirely.

No matter how much irritation Twilight pushed in her direction.

The former pegasus shot Twilight a quick glare, silently telling the other changeling to relax. Left with little else to do, Twilight sent out a pulse, locating the other changelings of her hive and also checking on her brood. Spike was still at the desk, her brood was still doing well and Fluttershy was exactly where Twilight assumed she was. The queen was about to turn her attention back to Fluttershy when she felt one final blip to pop up.

Pausing, Twilight faced the Everfree, her gaze focusing on the point she felt the other changeling was. From the texture of the other changeling’s mind, it was one of Chrysalis’, giving Twilight only a tenuous connection to it. From what she could tell it was likely the booster changeling that Chrysalis frequently sent to the edge of Ponyville in order to allow them to communicate.

But Chrysalis had not contacted her, had not made her presence known or mentioned any reason she would do any of those things. The presence vanished in mere moments, the signal slipping from Twilight’s grasp and leaving the queen to consider going after it. Despite her altered nature, Twilight wasn't a fan of secrets, unlike her new mother, who seemed to revel in them.

“Twilight? Are you okay?” Asked a feminine voice.

The queen blinked, and turned to find Fluttershy looking up at her expectantly. “I’m fine. I just thought I sensed something.”

Fluttershy nodded and motioned towards the door. “May I?”

Twilight nodded her head and took a step back, opening the door wide. “Of course.”

Stepping inside, Twilight took a good look at the changeling, noting that her shawl would have been enough to deter a casual observer. Twilight was anything but though, and she noticed how the former pegasus had a bulging midsection, unnaturally large breasts, and wider hips then she had a few days ago. The changes stopped there, but even those rather minor additions were enough to make Twilight frown in disappointment.

“You have not mastered your shape shifting ability.” She lamented.

Fluttershy sighed and shook her head. “I’m afraid not, my queen.”

“You are lucky that I am so adept at illusion magic, or else we would be in trouble.” Twilight remarked, before rubbing a hoof along the changeling’s stomach. “Noone expects anything, do they?”

Fluttershy stifled a whimper of pleasure brought about by her belly being caressed and quickly shook her head. “No. I have not gone out in full daylight in several days, and never without the shawl.”

Twilight nodded and slowly pulled back her hoof, though it was obvious that she wanted to continue to rub the mare’s belly. Instead, she lit her horn, and quickly activated the defences placed upon the library, and after ensuring they were in place, discarded her disguise.

“You may return to your…” Twilight began, only to notice that her lover had already gotten rid of the shawl, and her pegasus disguise in an instant. “Someone is eager.”

The changeling breeder shuddered. “You have no idea how good it feels to just be me. Even at home I have to keep that dreadful thing on in case someone shows up with a veterinary emergency”

“Yeah I know what you mean. It gets really annoying after a while, itchy too.” Added Spike, who had just finished up his cleaning and was busy stretching like an oversized, scale covered cat.

Twilight shook her head. “I’m glad you have taken a liking to your new form. Welcome home Fluttershy.”

Fluttershy smiled as her queen leaned in, and they shared a small, but passionate kiss. “Thank you, my queen. It is good to be back.”

“And hello to my other favorite girls!” Spike exclaimed before the changeling hybrid planted a kiss on Fluttershy’s stomach.

The breeder giggled and lightly slapped the other changeling across the shoulder. “Oh stop you.”

“How do you know they are girls?” Twilight asked curiously. “Sex doesn't matter much to a changeling but their is an equal chance they come out as one or the other.”

Spike snorted. “Have you seen me recently?” Asked the dragon, who struck a pose, showing off his more feminine form, long, shapely legs and generous posterior. “You really like girls, and girly things.”

“That I do.” Twilight declared before grabbing a hoof full of Spike’s ass and grinning.

Spike bit his lip and wrapped a claw about Twilight’s hoof. “See? You can't resist surrounding yourself with sexy females.”

Fluttershy brushed herself against Twilight’s side while giving the underside of the queen’s neck a gentle nuzzle. “Speaking of sexy females. Do we have time for a little… family time?” She asked.

Twilight licked her black lips with a long thin tongue, and contemplated it for all of a second before pushing that thought away. “I’m afraid not my dear.” She exclaimed.

Spike sighed. “You two better have time when you get back. We’ve been too busy to have any fun recently and it really sucks. Twilight is only fucking me like three times a day.”

“Oh you poor thing.” Fluttershy remarked with more than a hint of sarcasm.

“Well I’d like to see you go from five to just three.” Spike replied before crossing his arms over his chest and leaning against the wall.

Twilight chuckled. “Well if the drones don't hatch tonight then I promise we can spend that time having a little fun. Right now though, we need to get ready or else we are going to miss our reservation.”

Fluttershy nodded glumly. “I guess we should get this over with.”

The queen gasped, and placed a dramatic hoof over her heart. “You wound me dear. Do you not wish to go on a date with your queen?”

Fluttershy rolled her eyes. “You know that's not what I meant.”

“What Fluttershy really wants is to spend all night getting fucked by you and not having to spend that time disguised.” Spike butted in.

“You say that like you don't want that as well.” Twilight pointedly replied.

The dragon changeling hybrid shrugged. “Guilty as charged.”

“Well if we are going to do this we better get ready soon.” Fluttershy began. “What needs to be done before we go?”

“First you need to tell me how your spa day with Rarity went, and if the girls are still up for our little picnic tomorrow.” Twilight explained.

“Couldn't you just look into my mind and find that out for yourself?” Fluttershy asked.

“I could. But time is not so pressing as to make such a thing necessary. Besides, I like to give my children the illusion of privacy.” Twilight replied with a chuckle.

“Things went well with Rarity, her date is still on, and everypony is still in to meet up tomorrow at Sweet Apple Acres.” Reported Fluttershy.

Twilight nodded slowly. “Good, good. This will plant the idea in her mind and if we show up a few minutes late I’m sure Rarity would have already mentioned that she saw us together.”

“Why exactly are you doing all this anyway?” Spike interjected.

“Because our relationship was sudden, and this way it will seem less so.” Twilight stated. “Ponies might get suspicious if we had gone from not even looking at one another to being in a committed relationship in such a short time. Its small, but all bases should be covered as mother would say.”

“I’m just glad we can check out this newest suitor of Rarity’s.” Fluttershy announced. “He sounds like quite the catch, though she's been really hush hush about the details.”

“Me too. I hope he's not blackmailing her or something.” Twilight muttered before lighting her horn and beginning to siphon some of the love from the breeder’s body.

Fluttershy trembled as she felt her love reserves be slowly drained. “I don't think it's anything like that. Rarity is just a little quite private about some things, and love is one of those things.”

Twilight nodded as her horn dulled, and the last of Fluttershy’s excess love was sent to the pits below. “I’m amazed the love of an animal is so fulfilling, though I’m not surprised that it doesn't taste the best.”

Spike nodded. “Its weirdly gamey.”

“Really? It tastes fine to me.” Fluttershy remarked.

“Well you’ve been bathing in the stuff from day one so I’m not surprised you’ve gotten used to it. Your little friends are really productive too.” Twilight commented.

The former pegasus blushed. “Yes, well. After I told them I was pregnant with twins they’ve been more protective and affectionate than usual.”

“Thank goodness no one else speaks squirrel or else we’d have a huge information breach on our hands.” Spike exclaimed with a chuckle.

Fluttershy quickly shook her head. “None of my animal friends would ever give away a secret I asked them to keep. Well, maybe mister eagle, but he's not from around here so I don't expect that to be an issue.”

“Take him out Spike.” Twilight whispered to the dragon.

Who gave the queen a mock salute. “I’ll get right on it my queen.”

Fluttershy sighed. “Are you two going to spend all night making terrible jokes?”

Twilight shrugged, and bent down, her horn glowing as she began to inspect Fluttershy’s pregnant form. “A few jokes don't hurt, besides, I need a few minutes to craft your illusion.”

“Speaking of which. When did you have time to master illusion magic? I thought you said that was the one class of magic you were the least adept at?” Fluttershy asked, the changeling watching closely as her queen cast numerous scanning spells on her body.

Twilight tapped the side of her head. “I’ve got more grey matter up here, and when you two are asleep I can use your unconscious minds to help commit more information to memory.”

“So that's why I keep having dreams about math.” Spike exclaimed. “I thought I was losing my marbles for a bit there.”

“Sorry about that. I needed to become a master illusionist in a week and that was the only way of doing it.” Twilight replied before standing, her horn dulling briefly before glowing brighter than before.

“That's quite alright my queen. My body, my mind, and all that I am is yours to use as you see fit after all.” Fluttershy declared.

Spike nodded. “Besides, it's not like I’m using it while I’m asleep anyway.”

“Well I’m glad you feel that way, as I was hoping to brush up on my scrying, warding, and enchantment while I was at it.” Twilight continued, her eyes closing as she focused completely on her spell.

The two other changelings knew they shouldn't interrupt Twilight while she was casting her spell so they stood there quietly as the queen’s horn continued to glow brightly. After nearly a minute, her eyes opened, and she faced Fluttershy suddenly.

“Don your disguise, please.” Commanded the changeling queen.

Fluttershy nodded, and did as she was told, her tiny stub of a horn glowing briefly before her form was briefly obscured by emerald flames. A second later and the old Fluttershy was standing before them once more, her disguise nearly perfect. She was just a little bit too tall, a little bit too shapely, and with a pair of tits that were slightly smaller, but still larger than they had been a week ago.

All were things that Twilight was about to fix in mere moments.

With a flash of her horn, the changeling queen did just that, altering the breeder’s body even further and making her appear to once more be the normal pegasus her friends all knew and loved. With the spell complete, and her queen no longer intensely focused on her magic, Fluttershy twisted this way and that, eying her body. Though everything appeared correct, the form she had worn for so many years felt oddly wrong to the changeling.

Something Twilight couldn't help but pick up on. “Are you alright?” She asked.

Fluttershy nodded. “It's strange. I looked like this for so long, yet now I can't stand it. My new body is so perfect and so… me. Like it's the real me more than this form ever was.”

Spike grinned. “I know what you mean sister. I always felt constrained, stuck looking like a baby even though I was older than most of the ponies who came in here.”

Twilight smiled, the shared relief her hivemates felt bleeding into her own mind. “I’m glad you two enjoy your new bodies so much. I too feel oddly relieved by my own change.”

Fluttershy chuckled as she looked up at the queen. “Your just saying that because now your the tallest.”

“I am not.” Twilight declared, only to frown. “I think your still an inch taller than me miss catwalk legs.”

Spike giggled. “Oh now that's an adaptation I want. Screw these big meaty claws, and awesome new fire breath.”

Fluttershy smiled, only to catch a glimpse of her disguised self in a nearby mirror, causing her mood to plummet. “When do we leave?” She asked.

Noticing the sudden shift in mood, Twilight nodded, and donned her own disguise, shrinking back down to her original height and losing her wings. “Shortly. I just need to cast one last scanning spell before we wait for the proper opening in the guard patrol.”

“Wouldn't want to get caught out during some routine scanning…” Fluttershy idly remarked, the breeder nurse hybrid standing still as one last scanning spell fell over her body.

“There. Lets go. Spike. You know what to do.” Twilight exclaimed before turning to the door.

The dragonic changeling nodded, green flames washing over his form and leaving behind the same old baby dragon that every library goer knew. “Check the eggs every twenty minutes and continue digging Fluttershy’s tunnel.”

“Good boy. Do a good job and I may just give you all the cum you can drink.” Twilight remarked with a wink.

The dragon licked his lips. “I look forward to it.”

Fluttershy waited patiently at the door, silently chafing under her disguise. “Are you ready, my queen?”

Twilight glanced to the clock before nodding. “I am. Let's go enjoy our first date.”

The two disguised changelings swiftly trotted through the large double doors and stepped into the restaurant and looked around. To their right was a small line of ponies, mostly couples, who were all waiting for tables, some of whom overflowed with irritation while most were simply bored. To their left was the entrance to the lounge and directly before them was a large desk, at which a young unicorn mare was seated.

Upon noticing their presence, the unicorn mare stood, and greeted them with a wide smile. “Welcome to the Resto Gare, my name is Serving Spoon. How may I help you today?” Greeted the mare, her voice as warm and inviting as her smile was.

Looking away from the silver furred, and white maned mare, Twilight quickly scanned the restaurant through the window pane which separated them from it. A quick look revealed that Rarity was already there, as was her date, and only a few feet away was an empty booth. The small reserved sign placed upon the booth’s table may be an obstacle for most, but not to a changeling queen.

“Hello, my name is Twilight Sparkle, and I had a reservation for two at seven o clock.” Twilight greeted, pushing a little bit of her newfound changeling magic into her words.

The unicorn nodded a little too eagerly, the queen’s magic already having the desired affect. “That you are miss Sparkle. If you will come with me I’ve selected a perfect table near the entrance to the lounge which I think you and your date will love.”

“Actually, I was hoping to sit at that empty booth in the corner.” Twilight interjected just as the unicorn was about to turn and walk away.

The pony stopped, and frowned. “I’m afraid that's not possible, mister Rich has that table specifically reserved.”

“Well you see Fluttershy here is a bit claustrophobic, and I would really appreciate it if we could sit closer to the window.” Twilight stated, the changeling pushing a bit more power into her words. “Isn't that right Fluttershy?”

The other changeling blinked. “Oh yes, absolutely.”

The unicorn seemed to think about it for a moment, her eyes glazing over. “I don't know…”

“And if he does come, we’ll move right away.” Twilight offered. “That sounds fair, right?”

That was enough for the pony, who nodded. “That sounds fine to me. Please, come right this way. I’ll see you to your seats.”

Twilight smiled. “Thank you my good mare.”

Fluttershy grinned, silently quite proud of Twilight’s expert manipulation, as they strode through the entryway and into the restaurant proper.

Once they did so the two changelings were buffeted by the many sounds, smells, and emotions which filled the room. The most pressing was the aroma of food, which was enough to make their stomach’s rumble in unison. The second thing that grabbed their attention was the veritable buffet of pleasant emotions, though after a few seconds Twilight was able to detect an undercurrent of negativity.

Putting those things out of her mind, Twilight tried not to look at Rarity, keeping her gaze focused on the Serving Spoon’s back the entire way. Something that wasn't very difficult given the fact that she had quite the ass, and some long, shapely legs to go with it. Earning Twilight an elbow from Fluttershy, as well as a small burst of jealousy to go along with it.

Twilight gave the other changeling an apologetic smile, to which Fluttershy just shook her head.

“Oh my, is that Twilight, and Fluttershy?” A familiar voice exclaimed in shock.

The pair turned to see Rarity, and remembered to react appropriately surprised by the sudden appearance of a friendly face. “Rarity? I didn't expect to see you here.” Twilight remarked, her attention shifting to the smiling unicorn stallion sitting next to her. “And who's this?”

“This is mister Straight Cut, remember?” Fluttershy interjected.

The stallion nodded. “That I am. I’ve heard a lot about you two.”

“All good things I hope.” Twilight declared with a grin.

Rarity scoffed. “Of course.”

“We should get to our table dear.” Fluttershy interrupted.

Twilight nodded. “Of course. I hope you two have a wonderful dinner.”

“And to you as well.” Rarity replied, the unicorn giving her friends one last look before turning back to her date.

Twilight and Fluttershy followed their server the last few feet to their table and took a seat across from each other. A pair of menus followed closely thereafter, and Silver Spoon gave them a short bow.

“Your server will be with you in a moment.” Declared the mare before turning and trotting away.

The disguised changelings exchanged a look before opening up their menus, with Twilight subtly slipping a little further into the booth before pulling Fluttershy towards her. The breeder shook her head as she felt her body come to rest right next to her queen’s. Though she was reading the menu and trying to find something she would like, Twilight could tell her attention was focused almost completely on her.

Opening up a mental connection wasn't difficult, and Twilight smiled from behind her menu. See something you like?

Fluttershy was startled for only a moment, the former pony adapting quickly to having her thoughts invaded by her queen. Yes, actually, though it's going to be difficult to narrow it down to just one thing.

Twilight dipped into the other changeling’s mind and quickly understood why she had such doubts in the first place. Your starving! Have as much as you want. Twilight declared, the queen barely resisting the urge to give the breeder a sharp glare as she mentally spoke.

Its fine, I’ve actually got plenty of nutrients stocked up. Our children should be okay, as should I. Fluttershy replied, only for her thoughts to sound a little half hearted.

I don't think any breeder has ever had such a diverse mix of genetics swirling inside of them. You should listen to your body and eat whatever your tempted to eat. Twilight pointed out. It's not like I’m hurting for bits either, so please, indulge to your heart’s content.

The changeling breeder shifted uncomfortably in her seat. “Are you sure?” She whispered.

Twilight nodded confidently. “Absolutely. Eat as much as you’d like. My treat.”

For a moment it felt as though Fluttershy was going to resist her temptations, only for Twilight to feel that mental wall fall and the changeling to begin compiling a list of things she wanted to eat. With that done, Twilight pulled her mind back slightly, allowing their connection to continue while also allowing the other changeling a modicum of mental privacy. Turning to her own menu, Twilight found herself locating something interesting in no time while also keeping an emotional eye on Rarity.

From what she could tell the fashionista’s date was going alright, a tiny sliver of love passing both ways, but it was marred by negative emotions from both sides. Twilight put that out of her mind for now though, as it wasn't her business, and because she could feel that the waiter was about to arrive. Folding up her menu and putting it aside, the disguised queen watched as a tall, slim pegasus stallion with a perfectly coiffed teal mane strode up to them, a polite smile on his face.

“Good evening. My name is Blue Bow, and I’ll be your server tonight.” Announced the male in a confident, yet servile tone.

“My name is Twilight Sparkle, and this is my girlfriend Fluttershy.” Twilight introduced.

The waiter smiled, silently appreciating the polite introduction. “It is a pleasure to meet you both. Now, would you like something to drink to start you off? Or perhaps you are interested in the mushroom and dumpling soup we have as our special entree for tonight.”

Twilight glanced at Fluttershy and quickly realized that she was ready, and very hungry. “To drink I’ll take a bottle of dry red wine, and to eat I’ll have your ginger stir fry.”

“Straight to the main course then. What brand of wine would you like?” Questioned the waiter.

“I’ll trust you to pick out something nice.” Twilight replied.

“An excellent choice. I will not let you down.” Declared Blue Bow.

“I’ll have your tomato baked orzo, your stuffed eggplant parm, an order of Tofu Tikka Masala and for dessert a slice of brownie bottom cookie dough cheesecake.” Fluttershy announced.

“R-right away madam.” Blue Bow hastily replied before bowing and ducking away.

Twilight shook her head. “You sure took my words to heart.”

“Should I not have?” Fluttershy asked suddenly.

“No, that's quite alright. I’m just teasing you dear.” Twilight replied.

Fluttershy breathed a sigh of relief, and wiggled a little closer to the queen, resting a hoof on the other changeling’s thigh. “Thank you, by the way.”

“For what exactly?” Twilight inquired, the queen able to tell that her thanks wasn't just about tonight, or this meal even.

“For everything.” Fluttershy declared, before leaning her head on the other changeling’s shoulder. “This past week and a half has been some of the best days of my entire life and I owe it all to you.”

The queen felt her reply die in her throat, the sheer wave of appreciation, and thanks making her stop before she could answer. “Your quite welcome Fluttershy. I’ve enjoyed myself quite a lot recently as well.” She admitted.

“Really?” Fluttershy pressed.

The queen nodded. “It's made all this busyness worthwhile.”

“I’m happy to help.” Fluttershy declared. My beloved queen.

Smiling softly to herself, Twilight completely forgot about Rarity and her date, the changeling’s mind focused completely on the soft feeling of Fluttershy’s fake fur against her own. It didn't feel quite as good as when they were in their natural forms, but the press of chitin against chitin was strangely intimate and not appropriate for such a setting. Together they sat in silence until their server returned with the wine and two glasses, hastily depositing them before the two changelings and uncorking the bottle.

“There you are miss. Is there anything else I can get you by chance?” Inquired the stallion with a polite smile.

Twilight smiled. “Thank you, that will be all.”

Bowing again, the server hastily departed, allowing Twilight to pour them both a glass of wine. “You know I’m rather glad I can still enjoy this. Wine and food that is.” Twilight proclaimed.

Fluttershy nodded. “I was quite surprised that I could as well, especially considering all that's changed.”

Yes, changeling biology is quite amazing isn't it? You could drink a gallon of the harshest wine and still not hurt yourself, or our children. Twilight mentally explained. Plus with the rest of my alterations, you should be able to enjoy pretty much any amount of food without gaining weight unless you actively want to for whatever reason.

“Amazing.” Fluttershy remarked while sipping her wine, a faint smile spreading across her face.

“And in the future I will be able to do so much more.” Twilight declared.

“I wouldn't put too much energy into such an endeavour.” Fluttershy warned.

Twilight set her wine glass down and eyed the other changeling curiously. “And why is that?”

“Well it's just…” Fluttershy looked away. I love being a changeling, and honestly I wouldn't mind if I couldn't eat, drink, or enjoy a night out like this so long as I remain what I am, while also being yours.

The smile Twilight felt spreading across her face halted halfway, the queen quickly realizing that although Fluttershy was indeed enjoying her new life, it was a far cry from who she used to be. The Fluttershy of old loved to partake in tea times, had a less than secret love of sweets, and relished any chance to go out with her friends. To know that she would give all that up just so she could keep serving as Twilight’s foal factory left the queen with a bitter taste in her mouth.

The sound of their food arriving brought Twilight from her musings, the scent of sustenance making her stomach rumble. Looking down, Twilight found that her large plate was filled to the brim with delicious stir fry, and that the rest of the table was dominated by Fluttershy’s order, plus their wine. It was enough to make Twilight raise an eyebrow and glance at the breeder, only to feel a wave of confidence come from the changeling.

“There you are. Enjoy.” Blue Bow announced before turning and walking away.

“Oh this all looks wonderful.” Fluttershy declared. “I don't know where to start.”

Twilight merely nodded as she started to pick away at her food, ignoring Fluttershy as she began to devour a stuffed eggplant. Time passed, food was eaten, and the worry that resided at the back of Twilight’s mind remained no matter what she did. She knew that such thoughts were best discarded, but those lingering threads of her former identity were not easily severed.

When her food was done, she turned and watched as Fluttershy consumed one plate full after another, until there were only a few bits of tofu and a small lake of sauce left. “Slowing down?” She asked.

Fluttershy nodded. “I feel like I won't have to eat for a week at this point.”

“Maybe I should work on that…” Twilight muttered to herself before a familiar set of emotions started to walk towards her. “Ahh, Rarity. How was your date?”

The fashionista smiled. “It went well thank you. I assume yours is going splendidly.”

“it's going great, though something tells me we’ll have to take our dessert home with us.” Twilight commented while giving Fluttershy a bump with her elbow.

The former pegasus chuckled nervously. “I may have forgotten to eat today, and last night for that matter.”

“Well I’m glad at least one of you remembers to eat though I’m surprised it's Twilight.” Rarity exclaimed. “I assume you will both be meeting the rest of the girls and I for our picnic tomorrow?”

“Of course. We wouldn't miss it for the world. Isn't that right Fluttershy?” Twilight declared before giving Fluttershy’s shoulder a gentle squeeze.

“Twelve thirty, right?” Inquired Fluttershy.

“Noon exactly, I’m afraid.” Rarity corrected.

Fluttershy nodded. “Oh yes, that's right.”

“I look forward to it.” Twilight added with a smile.

“As do I.” Rarity replied. “Have a wonderful evening you two.”

Together the two changelings watched their friend go, both holding back the urge to grin. The second the fashionable pony vanished around a corner they turned to each other and giggled.

“You could practically taste her excitement.” Fluttershy commented.

“And her underlying urge to gossip.” Twilight added.

“I’m amazed she didn't break down right there and start asking us for some juicy details.” Fluttershy remarked.

“Quite.”

“So, are we going to leave as well?” Fluttershy asked with a hint of eagerness. “If we go now we may even be able to get some work done before retiring for the night.”

Twilight smiled, the breeder’s mind already beginning to fill with lusty thoughts, and borderline pornagraphic images. “Just let me get our dessert and leftovers boxed up.”

“Don't take too long. I need you, badly.” Fluttershy whispered huskily, the breeder grabbing her queen’s hoof and placing it upon her disguised belly.

Twilight couldn't help but rub the pregnant changeling’s stomach in slow circles, images of what she was going to look like in only a week flitting through her mind. She silently wished they were somewhere private, somewhere Fluttershy could discard her disguise and bear her new and sexy body for all to see. The craving was a deep one, and for a moment Twilight was tempted to find the nearest bathroom and stuff the breeder with eggs but the queen discarded that urge.

“Soon my child. Soon.” Twilight whispered before pulling back her hoof and slipping out of the booth.

Fluttershy watched as her queen slipped through the crowd, quickly finding their waiter and engaging in a short conversation. With little else to do, Fluttershy drained the last of her wine, and popped one of the last squares of tofu into her mouth, savoring the slightly meaty texture. She decided that she would have to try real meat sometimes, provided it was ethically acquired of course. Either that or gems, provided her queen went through with all the alterations she had been planning that was.

“Ready?” Twilight asked.

Fluttershy nodded. “Ready.”

As the breeder stood, Twilight hastily slipped in close, and stole a kiss before turning and offering her a hoof. Shocked and confused, it took a moment for Fluttershy to respond before taking the offered hoof and linking forelegs and walking out of the restaurant. Bits were teleported directly onto the counter, and their leftovers levitated behind them, dutifully following them along as they trotted outside.

Neither changeling really noticed the casual looks they got as they walked back to Twilight’s library but if they did, they would have found themselves rather amused by the entire thing. Most ponies were simply shocked, confused that the shyest pony in town had got together with the most oblivious pony. None truly understood the depth of their relationship, but the more perceptive of the lot could tell that it was deeper than it appeared at first glance.

The changelings only had eyes for each other though, their mind already conjuring images of what they had planned for that night. Both knew they werent going to get any work done, and their lust was tempered only slightly by the knowledge that Twilight’s drones may hatch at any moment. That didn't stop either changeling from hoping that it wouldn't happen tonight though, as their thoughts had grown increasingly debauched as time passed.

When finally they neared the tree library, they had separated, and were trotting as fast as they dared, loins burning and minds churning with lecherous thoughts. Even Spike was caught up in the tidal wave of lust, as their desire bled through their connection, leaving the draconic changeling confused and aroused out of nowhere. They said nothing as they entered, with Twilight quickly activating the hive’s defences before returning to her natural form.

When she turned, Fluttershy had already done the same, and a moment later Spike leapt over the banister, landing on the ground floor with a soft thud.

“I know this is superfluous at this point, but how was the date?” Spike asked as he plodded up to the pair.

Twilight grunted. “Good.” Before teleporting her bed directly onto the floor and all but shoving Fluttershy into it.

Giggling, the breeder let herself fall onto the bed knowing Twilight was going to use her magic to slow the fall and ensure their young were unharmed. “It went off without a hitch, and the food was absolutely wonderful.” Remarked the changeling a second before Twilight leapt atop her and began to pepper her stomach with kisses.

“Did you bring me anything?” Asked the dragon. “Other than a heaping helping of second hand love, that is.”

“There's a slice of cheesecake in the, oh my.” Fluttershy began, only to be cut off when the changeling queen moved atop her, shifting her weight between the breeder’s legs. “Mmm, that feels so good my queen.”

Twilight continued to rub and kiss the changeling’s belly, lavishing it in attention while her ovipositor began to slowly slip forth from the depths of her body. Using her newly increased size, Twilight sat down, continuing to rub the other changeling’s belly while the trail of her kisses began to get lower. Fluttershy was aglow in pleasure, the attention her belly was receiving being more than enough to make her wings flutter and a deep, vibrating hum to resonate from her throat.

Spike spared the two changelings a second glance before scampering off and finding the cheesecake in question before taking a seat nearby. Breaking off a peice of the desert with his magic, Spike silently watched as his two other hive mates got increasingly hot and heavy. Twilight’s kisses had by then reached the changeling’s engorged breasts, and the queen alternated between kissing one and then the other.

Leaving Fluttershy squirming and moaning constantly, the breeder unable to resist her body’s urge to begin lactating. Thick greenish milk spilled forth from her breasts, dribbling down the twin mounds like tiny rivers of thick pudding. Spurned on by this, Twilight nipped, and nibbled at the breeder’s tits, eeking out more and more of the changeling’s potent milk.

Summoning his still novice level magic, Spike gathered up the milk and deposited it onto his cheesecake before taking another bite. An action that made Twilight stop for a moment, and brush her mind across Spike’s, sharing his sense of taste and relishing in the creamy goodness. After he swallowed the first mouthful the queen pulled back on their connection, her curiosity satisfied, and her lust still burning hot.

“I’m going to impregnate you so many times.” Twilight whispered huskily, her cheek pressed against Fluttershy’s belly while a hoof gently kneeding one of her breasts. “There won't be a single moment of the rest of your life where you will not be carrying my children.”

The breeder shuddered, a hoof gently touching the back of her queen’s head. “Stars above that sounds good.” She whispered.

“Oh? Does my little breeder slut enjoy the thought of carrying an endless supply of changelings for the glory of my hive?” Twilight teased before nipping at one of the changeling’s nipples with a fang.

Fluttershy bit her lip and suppressed a moan before nodding. “Oh yes. I love serving you, I love being your breeder slut and carrying your young. The knowledge that I’ll be pregnant for the rest of my days fills me with more joy than anything I’ve ever experienced in my entire life.”

“And you will indeed spend every waking moment pregnant with at least one of my children.” Twilight stated. “A changeling needs only an hour of relaxation for their body to be ready to be impregnated with another litter after all.”

“And I can already tell that hour is going to be agonizing.” Fluttershy remarked sadly.

There was a small part of Twilight’s mind that found such a statement unnerving, and even brought on a tiny bit of guilt, but that was swiftly smothered by a tidal wave of lust. “Oh it won't be so bad. I promise I’ll be right there, counting down the seconds before I can knock you up all over again.”

“I can't wait until I can give birth to your first set of children.” Fluttershy whimpered. “Maybe next time you can give me triplets, or perhaps even more? I long to devote the entirety of my body to the hive.”

Twilight smirked. “I was already planning on at least three.”

Spike chuckled. “She was planning on five but I told her that might be a bit too soon.”

The breeder’s eyes went wide, and she turned to Spike suddenly. “F-f-five? Is that even possible?”

“Oh yeah. Changelings can take like six or more at a time if they are trained properly.” Spike explained, only to earn a glare from Twilight. “What?”

“She's not ready for that Spike. I didn't want to get her hopes up.” Twilight reprimanded.

Fluttershy grabbed the changeling queen’s head in both hooves, forcing their gazes to meet. “You have to give me six next time. I’ll do anything you want.”

Twilight blinked, a little shocked by the sudden intensity in her friend’s eyes. “I err, okay then. I’ll see what I can do-”

Her words were cut off by a set of mental alarm bells that sounded throughout the hive mind, making all three sets of eyes turn towards the basement door. Without a word being spoken between them, all three changelings lurched towards the door, with Twilight getting their first. The queen threw open the portal and leapt off the landing, only using her wings at the last second to cushion her fall.

Behind her she could hear the other members of her hive all doing something similar, with Fluttershy hastily gliding to the bottom while Spike bounded down the stairs. Twilight made a mental note of giving Spike another flying lesson before tossing aside the carpet and beginning the process of unlocking the entrance to the hive itself. She could feel the nervous anticipation of the other two changelings, who thankfully said nothing, waiting as patiently as they could while Twilight did her work.

A few seconds later and the floor faded out of existence, allowing the three to all but leap down the hole it left behind. In a small flash of emerald flame, Twilight’s insectoid wings were replaced by sleek black leather ones, allowing her a greater turning radius. In addition, she was able to swoop down, and towards the nursing room without slowing down for so much as a second. If she had, the queen would have been able to see all the fresh supports, new tunnels, and additional traps that her and Spike had erected over the past week.

Ducking down the now labyrinthian tunnels, Twilight pumped her wings and flew left, then right, then left again before exploding into the nursing room. Her newfound urges spurning her to all but knock down the magical barrier placed upon the entrance. Landing inside, she quickly lit her horn, scanned the room, and found that her brood were mere moments from hatching.

Her mind went back through the annals of knowledge downloaded into her brain by her new mother. As she did this, she could both hear, and feel her other two hive mates as they entered shortly after she did. Spike stood guard by the door, the dragon hybrid eyeing the drones protectively, but knowing he could do little to help at this point. While this happened, Fluttershy was lighting her horn, and summoning forth a dozen or so tools she had already placed in the room.

“First thing’s first, they must be cleaned. Fluttershy, hand me that rag and bucket.” Twilight commanded.

But the breeder did not do as the queen demanded of her and instead shook her head. “I’ve already cleaned them this morning. We need to ready the infusion of love, after which we can clean them off, name them, give them a purpose and then finally feed them solid food.”

Twilight opened her mouth to retort, only to find that the nurse/breeder hybrid was right. “One moment.” Muttered the queen, who closed her eyes, reached out with her new senses, and quickly began to syphon off some of their love supply from the hive’s stock.

Utilizing her enhanced, and malleable physiology, Twilight moved the solid matter in her stomach to a secondary organ before regurgitating a mass of pink love into the offered bucket. Though not necessary to the process, the pure, undiluted love would ensure her drones grew up quickly, and had the most nutritious first meal possible. After filling the bucket nearly to the brim, Twilight added a bit of changeling resin to the mix, and used her magic to give the bucket a stir.

While she did this, Fluttershy extended her new senses until she could feel every single egg that filled one corner of the room. The neatly arrayed rows of eggs made things easy for her, and after a few moments of silence, her eyes suddenly snapped open. Lurching towards the back row, Fluttershy grabbed a seemingly normal egg and suddenly bit into it, piercing the thin membrane that covered its exterior with a fang.

Twilight felt a surge of panic well inside her, but Fluttershy’s absolute confidence assuaged her worries. “What’s wrong?” Spike asked, the dragon changeling standing nervously behind Twilight and wringing his hands together.

Pulling back her fang, Fluttershy pulled the egg apart, and retreived the gasping changeling larva from within before gently placing a hoof on its tiny chest. “This one began breathing too early and was beginning to choke.” Fluttershy explained before the tiny larva puked up a mix of purple and green liquid and began breathing normally.

Twilight also breathed a sigh of relief and relaxed visibly. “Thank goodness you spotted it Fluttershy.” Murmured the queen.

The nurse nodded before drawing a bit of love with her magic and placing it in her mouth before pressing her lips against the larva’s. For a moment it seemed as though the larva was going to reject the offer, but a wave of reassurance from Twilight eased the newborn’s fears. After receiving a small bit of the liquid love, the larva relaxed, and fell slack, a small blissful expression on its tiny face.

“Daww. Its adorable.” Spike muttered as he ran a claw across the larva’s body.

Twilight nodded, the queen carefully inspecting the odd, purple, green, and black changeling carefully. Its heritage was clear, as its eyes were a soft purple, while the usually white spots larva sported were a sharp green. The infant lacked any back legs like a normal larva, but had slightly larger fangs, as well as an odd toe like appendage on the front of its leg. Looking closer Twilight noticed there were actually two of them on each of the larva’s forelegs, and ended in a pair of retractable claws that could fold up into the limb itself.

“I knew they would be excellent diggers but I did not anticipate this.” Twilight muttered.

“Hand me that brush, this one has a bit of egg stuck in its side.” Fluttershy commanded.

Though a small, primal part of the queen chafed at being commanded to do anything, but Twilight pushed that aside and did as she was told, handing Fluttershy the aforementioned brush. Once in hoof, Fluttershy hastily removed the offending bit of egg which was stuck between the segments of the second larva’s body. Once done, the larva stopped hissing and relaxed, allowing Fluttershy to feed it, and place it off to the side, joining six other blissful looking larva.

Looking over Fluttershy’s shoulder, Twilight noticed that the rest of her drones had no complications, and were being cared for adequately. More than adequately in Twilight’s assumption, as Fluttershy acted as though she had done this a few dozen times, her movements quick, and confident. It made Twilight stop and stare, the queen wondering just how she had managed to get so good at this in such a short amount of time.

“I can hear your thoughts my queen, and to answer your question some of grandmother’s gatherers pass near the Everfree and allowed me to ask her a few questions.” Fluttershy explained before feeding another changeling a mouthful of love and placing it aside.

“I… well.” Twilight muttered before closing her mouth and merely watching Fluttershy work as different feelings warred inside her.

On one hand it was annoying to learn that Fluttershy was keeping secrets and it tempted the queen to restrict her individuality before that thought was disregarded. She was asking questions in order to better serve her, they would talk about being more open later. Right now she needed to be ready to help while also observing the nurse’s movements, absorbing her hivemate’s knowledge for her own.

Time passed quickly, and Twilight found herself being ordered around more and more by the surprisingly forcefull nurse hybrid. Under the former pegasus’ orders, the queen found herself cleaning each one of the larva off with her tongue before naming them and giving them back to Fluttershy. Who was laying on her side, her breasts already leaking, having reacted to the potent pheromones that now filled the room.

The larva didn't need much of the stuff though, gulping down a few tiny mouthfuls before belching and falling asleep nearly instantly. Though in reality it took over two hours to complete the hatching, the entire process seemed to only last a few minutes. After the final drone was clean, named, and given to Fluttershy, Twilight relaxed, and collapsed onto her rump.

The relieved queen sat and watched as Fluttershy smiled and fed a pair of larva who were both suckling at her breasts. “Hungry little ones, aren't they?” Twilight asked.

Fluttershy smiled. “The last are usually the hungriest. Or so Chrysalis told me.”

Twilight nodded slowly, noting that her breeder’s breasts had shrunk a little more before the two larva burped in unison. “I’m glad your here. I don't know what I would do if I had to be the one to grow those giant knockers.” Twilight commented.

“Oooh there so cute.” Spike exclaimed as he ran a clawed hand across the forehead of one of the slumbering larva.

Fluttershy’s smile grew and she stood on shaky legs before sitting next to her queen and resting her head against Twilight’s shoulder. “I’m sure you would have adapted just fine.” Fluttershy whispered.

“I’m not so sure…” Twilight muttered, her gaze lingering on the happy, healthy and large brood of drones which now slumbered before her. “I can hardly look after myself sometimes. Nevermind all of them.”

“You would have done your absolute best.” Fluttershy declared, raising her hoof and silencing any rebuttal. “And I will not hear a word to the contrary. Understood?”

Twilight briefly wrestled with the urge to put the mere nurse in her place only to sigh and wrap a hoof around the other changeling’s shoulder. “What would I do without you?” Twilight mused.

“Probably spend all the time you should be with your friends fretting over the eggs.” Spike deadpanned.

Twilight snorted and shot the dragon a weak look. “Your lucky that took so much out of me or I’d…” Twilight held up a hoof only to sigh. “I can't even come up with a good threat right now. I can't stop thinking about changeling names.”

“You did have a number of good ones.” Fluttershy offered.

“I mean all except Digger.” Spike declared, the dragon changeling caressing the forehead of the aforementioned larva. “Seems a little on the nose, don't you think?”

Twilight shrugged. “I’ve heard of minotaurs carrying such a name before. But I suppose I could start a list as to ensure that such a thing does not happen in the future.”

Spike shrugged. “I mean it's not a big deal, but I’d hate to be that unfortunate brother who ended up with the name Bug.”

“Augh, mother really needs to delegate more tasks to her children. She hasn't had a good name in years.” Twilight remarked.

“I’m just glad they all took to their purpose with ease.” Fluttershy exclaimed, the breeder wiping a few droplets of milk from one larva’s lips.

Twilight nodded. “Me too. I guess even they were able to understand how badly we need builders.”

“And thank goodness for that.” Spike muttered. “I can't wait to get them all trained so I do more planning and less practicing my mole impression.”

Twilight smiled as she looked down upon her slumbering brood with pride. “They will develop quickly, being full drones, but I expect they will be able to start taking over your job in a week or so. Provided they are able to absorb the necessary information and there are no other complications.”

Fluttershy shook her head. “I don't suspect that there will be any, but I’ll check on them everyday just to be sure.”

“Thank you Fluttershy.” Twilight commended.

The changeling beamed under the praise, and bowed her head submissively. “It is my pleasure to serve you, my queen. This is my purpose after all, or at least half of it anyway.”

“So, what's next?” Spike asked before planting his hands on his hips. “Cus other than teaching these little guys, and working on the hive in general you haven't mentioned what you had planned.”

“I had hoped to stockpile more love in preparation for the birth of the twins.” Twilight explained before beginning to pace. “While that happens we can dig a tunnel to Fluttershy’s cottage, and begin planning what class of changeling to birth next.”

“Have you given any more thought to my suggestion of bringing more ponies into the fold?” Fluttershy inquired. “The greater variety of genes we have, the better our children will be.”

Twilight scowled. “I admit that I am loathe to do such a thing, and will only consider it if absolutely necessary.”

Fluttershy sighed. “I can appreciate that it is a great risk, but the rewards are immense, as it would give us another pair of eyes, as well as a fully formed new member of the hive. Between rebirthing more of the town’s population and your experiments in biological alteration, we could have an immense advantage in little time.”

“I will not steal another pony unless absolutely necessary.” Twilight stated, punctuating her words with a stomp of her hoof.

“We can put that idea aside for now, but you could at least keep working on your experiments right?” Spike interjected.

Twilight sighed. “I suppose it wouldn't hurt if I expanded on mother’s understanding, but I will not risk this hive by rebirthing another hybrid when we could simply play the long game and birth all the changelings we will need.”

Fluttershy winced. “Then I suppose it isn't the best time to remind you that Chrysalis’ hive is suffering a food shortage, and that Celestia is closing in on her location.”

“It will be years before the guard is able to hunt down all of mother’s gatherers and even longer before they will find her hive.” Twilight replied dismissively.

“Things have been… accelerating recently.” Fluttershy muttered, the changeling opening her mind to the queen and giving her the information she had received several days ago.

Images of injured changelings filling multiple levels flashed before Twilight’s eyes, as did numbers, figures, and snippets of conversations. All of which painted a grim picture, one that would see the hive fracturing inside a year, or as little as six months. Refugees would pour from the hive, and the chance for civil unrest rose, as did the possibility of a true war with the ponies.

Biting her lip, Twilight realized that her plan to slowly grow, and naturally birth the necessary changelings would not be feasible. A small voice reminded her of the fact that she already knew this, but had refused to believe it under the assumption that it was all guesswork. Though the future is not set in stone, Twilight knew that if any of these possibilities would come to pass, it would spell the end of Chrysalis’ hive, her hive, and possibly their entire race.

“Anti changeling sentiment would run incredibly high.” Twilight muttered while she paced. “We would need control over the town’s leadership at the bare minimum, preferably the local guard as well. We would also need fighters, our own love collectors that would be able to bypass Celestia’s defences. Love shipments to Chrysalis would also be needed to stave off the worst of the potential fallout.”

“All things we will not be able to do if you refuse to rebirth anymore ponies, and refuse to further perfect our bodies.” Fluttershy added, the breeder placing a gentle hoof on her queen’s shoulder.

“I know.” Twilight spat bitterly. “I cannot escape such a realization even if I wanted to. It is my bloody purpose.”

“Then plan with all of that in mind.” Spike exclaimed. “I know you were planning on birthing a dedicated nurse next so that way there would be someone inside the hive at all times, why don't you just rebirth one? That could move your timetable up significantly.”

Twilight shrugged off Fluttershy’s hoof and resumed her pacing, nibbling nervously at her bottom lip. In her mind, the purpose forced upon her by Chrysalis bellowed, demanding attention, and commanding her to do as it wanted. Plans of slow, but inexorable domination were tossed aside, and she was forced to consider the very real possibility that she would have to rebirth multiple new ponies in order to meet her goals.

“Leave me.” Commanded the queen.

Fluttershy and Spike exchanged a glance, and though Twilight could feel resistance linger in the back of their minds, she also knew they would follow that order.

Bowing briefly, both changeling hybrids turned and trotted past the magical barrier which served as the door. Leaving Twilight alone with her first brood, who were still slumbering quietly, their tiny bodies piled into a mass of adorableness. Laying down next to it, Twilight wrapped herself about the larva, who subtly shifted in their sleep, clinging to her belly, limbs and any other peice of her they could reach.

Sighing, Twilight closed her own eyes and wondered just how much of her old self would be left after all this. Her feelings of empathy seemed doomed from the beginning but the former pony had held out hope that she could cling to them for a few years at least. Yet now she would have to discard those emotions sooner rather than later, if she wanted any hope of surviving what was coming.

And failure was never an option, survival was her purpose after all.

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