Into The Fold

by Jest

Plans

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Twilight awoke before her hivemates, the queen’s finely tuned mind telling her the exact time, and notifying her of any changes that had happened during the night. As she looked over her large bed and slumbering the slumbering changelings laying next to her, the information feed began to slow, and she relaxed somewhat. Fluttershy had checked on the drones once, as had Spike, and both times they were happy and content, other than that, not much happened.

With that in mind she looked over the two changeling hybrids who clung to either side of her, noting that they were both sleeping peacefully after being quite exhausted the day before. The queen made a note to not try and get anything done during hatching days as the sheer mental effort had been enough to exhaust even her. And that had been without even considering all the physical stuff she had done as well, which was quite considerable all on its own.

Sighing, Twilight gently caressed the cheeks of her children, smiling down on them, proud of what they had both done. Spike lay inert, utterly spent and snoring loudly while Fluttershy had begun to twitch, her mind slowly returning to her. Twilight knew it wouldn't be hard to force the breeder nurse hybrid to go back to sleep, but she wasn't about to do that.

“Hey sleepy head.” Twilight whispered, the queen sitting up a little further in their bed and watching as Fluttershy’s eyes opened.

“Goo mornin.” Fluttershy mumbled before yawning and stretching her legs and wings.

“You and Spike did well last night.” Twilight declared with a smile.

“Thank you, my queen but I was merely fulfilling my purpose.” Fluttershy replied, the former pegasus bowing her head submissively as she did so.

Twilight nodded. “That you were, but still. Your keen mind, and desire to become the best you can be is commendable. I think I’ll leave you in charge of hatchings from now on, and move ahead with my plan of making you the overseer of all future nurses and breeders.”

Fluttershy’s eyes went wide and she hastily bowed her head even lower. “You have my eternal gratitude, my queen. I swear on my life that I will not let you down.”

“I know you won't, oh and keep your voice down. I think Spike has earned some extra sleep.” Twilight added with a wink.

The breeder nodded and glanced over at the dragon hybrid in question. “He was quite attentive and helpful wasn't he.”

“That's my Spike for you.” Twilight mused before shaking her head. “We should go get ready for our day. Maybe after we check on the drones we can even jump in the shower together and get clean while also getting dirty.”

Fluttershy emitted a low, throaty moan and licked her lips. “Yes my queen, whatever you desire.”

Twilight smiled, the bowing, submissive behavior beginning to grow on her over time. Slipping out of the bed, Twilight made sure to keep Spike asleep while they snuck out of the room, leaving the curtains drawn and the light off. Though it was still too early for the sun to rise, Twilight erected a quick anti light barrier over the windows, just in case Spike slept in late.

He had earned it, Twilight reasoned.

Slipping down the stairs, the two changelings trotted towards the basement, their steps quick and yet hesitant at the same time. It reminded Twilight of waking up early on the morning of hearth’s warming with her brother and creeping down the stairs to see what presents had been left out for them. In a way that thought was true, as these drones were indeed a present, one that would enable the hive to expand much faster. Giving them the work force necessary to make their underground facilities more than simple dirt and resin.

The future was bright, and filled with many possibilities, most of which Twilight didn't want to think about right now. Last night weighed heavily on the queen’s mind, but she wouldn't let that get her down, not yet anyway. She didn't have the time to be a proud new mother last night, and she was intent on being able to do just that right now.

Emerging into the nursery in a far less dramatic fashion then she had the day earlier, Twilight gently tip hoofed over to the larva, despite knowing that it was a wasted effort as they would not wake for quite a while. Looking down at their slumbering faces, little bulging tummies, and content little expressions made Twilight coo involuntarily. That was one urge she didn't fight, and she gently touched each of her young before sitting back and smiling, Fluttershy latching herself tight against the queen’s side.

“I think I understand Chrysalis a little bit better.” Twilight stated suddenly.

Fluttershy pulled her head out of the crook of Twilight’s neck and looked up at the queen in confusion. “What do you mean?”

“That fire she has inside of her, the one so powerful that she would burn the world if it meant that she could protect her children.” Twilight began, her gaze passing from one larva to the next. “I feel it beginning to take root deep down inside me.”

“I feel it too, my queen.” Fluttershy added, a hoof resting on her belly. “There is nothing I wouldn't do for our young, and nothing I wouldn't do for you.”

Twilight nodded slowly. “My scans brought back nothing out of the ordinary. I assume they are okay?”

Fluttershy cocked her head. “Are you deferring to me?”

“It is your area of expertise after all.” Twilight conceded.

The breeder smiled before gently closing her eyes and focusing on the larva which lay before her. “They are indeed growing normally. No abnormalities, or complications detected, though it is as you feared. They are growing slower than that of a full changeling.”

Twilight nodded. “That is acceptable. They are hybrids after all, and require more nutrients, time, and oversight to ensure that they grow into their roles.”

“It will be well worth it though.” Fluttershy added, her gaze lingering on the retractable claws on each of the drone’s forelegs. “They will be quite adept at digging, and if necessary, defending the hive.”

The queen felt a pang of guilt at even the thought of making these poor drones do something so violent. “Let's hope that last part is not necessary, but yes, your right. This will be quite worth it as soon as they are fully grown.”

“I estimate that they will be asleep for another twenty four hours at the minimum.” Fluttershy exclaimed, her stub of a horn glowing briefly before flickering out. “Though it may be more.”

“They can sleep however long is required, their connection to the hive mind is growing stronger, and soon we shall be able to monitor them no matter where we are.” Twilight explained.

“I will still check on them routinely, if that's alright with you?” Fluttershy half asked, half told Twilight.

“Of course. In here you are more a queen then I am.” Twilight remarked with a chuckle.

“Do not joke about such things my queen. Noone can supplant you.” Fluttershy sternly rebuked.

Twilight nodded slowly and turned away. “That is very true. Now come, I think we have just enough time for a little shower time fun if we hurry.”

Fluttershy giggled and spread her wings. “We had had best get moving then.”


With food in their bellies, their chitin clean and free of dirt, detritus, or in Flutterhsy’s case, milk, the two changelings stood before the door of the library. Though the sun had long since risen, no light pierced the magical defences of their home, Twilight’s spells allowing them to see outside without revealing themselves. Sighing contentedly, Twilight rubbed her belly, glad to get her fill of love, as well as a plate full of Fluttershy’s surprisingly delicious cooking.

The former pegasus was turning into quite the breakfast chef, and Twilight was already looking forward to the next time the breeder was able to stay over.

“We must do this again soon.” Twilight declared with a smile.

Fluttershy nodded, and hummed in approval, her cheek pressed tight against the underside of the queen’s neck. “I long for the day when we can spend every morning like this.”

Twilight’s smile grew. “I agree wholeheartedly and hopefully when Spike finishes the tunnel we can do just that.”

Fluttershy nipped her queen’s neck with her small fangs. “Now now, don't get greedy. What if someone came to my cottage in the night seeking assistance?”

Twilight wanted to tell the breeder that she would simply drive the pony away, but all she did was grumble to herself. “When will you stop shattering all my dreams Fluttershy?”

The nurse rolled her eyes. “When you stop dreaming of such unrealistic things, my queen.”

Twilight sighed and turned to face her hivemate. “That is fair. Do you remember the plan?”

Fluttershy nodded. “Meet here at twelve and then slowly mosey over to the farm fifteen or so minutes later.”

“You’ve been hanging out with Applejack too much recently.” Twilight commented. “Mosey is such an odd word.”

“It is fun to say though.” Fluttershy added.

Twilight chuckled. “That it is. Now, don your disguise.”

Fluttershy sighed and did as she was told, knowing what was coming and not looking forward to it one bit.

After the emerald flames washed over her once more, Fluttershy felt Twilight’s magic get added to the mix, her form shifting until it was an almost perfect copy of the pony she used to be. Though she wanted to check to ensure her disguise was perfect, Fluttershy knew she couldn't bear to look at this old version of herself for very long. Thus she merely planted a hasty kiss on her queen’s lips before turning, and passing through the freshly unlocked door.

Leaving a smiling Twilight standing in the doorway, the queen’s continued ill at ease grating on the breeder almost as much as her disguise did. “Have fun with your animals!” Twilight called.

Fluttershy nodded, blushed and hid beneath her mane, even though she felt no embarrassment at all. Old Fluttershy would have though, which meant new Fluttershy had to play pretend, for now at least. The knowledge that this was only temporary and that soon she would return to the hive giving her the strength to continue on.


Walking home didn't take long for Fluttershy, as the changeling was busy thinking how best to help her queen adapt to her new reality. It was apparent to the breeder that although the leader of their hive was fully on board with the idea of growing their sphere of influence, she still clung to a part of her pony self. That old sense of good and evil which Fluttershy had been quick to discard would not help them now, especially considering the dire straits their race, and hive might be going through in the near future.

Her hooves clicked and clacked across the small bridge that separates Ponyville from what had been Fluttershy’s home. Now the only place she felt safe, and able to be herself was at her queen’s side or down in the hive nursery, but that didn't mean she didn't still love her animals. The innocent creatures were an important source of love, and were important to maintaining her cover as old Fluttershy.

Plus, try as she might, Fluttershy couldn't help but feel protective of her animals, the creatures reminding her of baby changelings in a way. A protective urge that had only become stronger after she had been reborn, and had become that which she was always meant to be. Smiling softly to herself, Fluttershy rubbed her belly, contentment flowing through her as she was reminded of her true purpose in life.

As she trod through the grove that was her home away from home, Fluttershy noted that the animals were being quite well behaved. Even the hive of bees which had recently moved in wasn't causing any trouble and seemed to have adapted well to the other critters. Fluttershy wondered if her new changeling nature was helping in that regard, or weather or not Angel had berated them into submission.

Fluttershy chuckled at the thought of her little second in command shouting down an entire hive of bees by himself. The little general as Fluttershy liked to call him had definitely stepped into his nickname ever since the grove’s caretaker had revealed her change and pregnancy to her animal friends. The formerly uptight yet aloof bunny had become a force of nature over the last while, helping to keep the more rowdier animals in line while Fluttershy was away.

As she approached her house she noted that the bunny was sitting on a tiny chair next to the door to her house, a pair of equally tiny binoculars on his lap. Shaking her head, Fluttershy walked up to the bunny and gave him a brief salute.

“Greetings general Angel, what is your report?” Fluttershy barked, channeling all the confidence she had gained after becoming a changeling into her voice.

The bunny looked up at the breeder inquisitively, and Fluttershy managed to hold her grim expression for all of a second before erupting in giggles. Angel smiled and shook his head, the bunny chattering away and gesturing out over the grove as he spoke, explaining all that had happened while Fluttershy was gone.

“Mister bear got into the honey again. When is that silly bear going to learn his lesson?” Fluttershy muttered while shaking her head.

Angel shrugged and chittered a little bit before pointing to a small hut Fluttershy had built a little deeper in her property, one meant to resemble a cave in order to make her large furry friend feel a little more at home.

“Well that's good to hear. The flowers have been much healthier since the bees moved in and I would hate to have to send them or mister Bearington away.” Fluttershy remarked while smiling proudly. “You did a great job talking them down. Thank you.”

The bunny straightened his back, and waved a paw dismissively, even while he blushed a little under the praise.

“Oh it is not nothing.” Fluttershy countered. “You have done a wonderful job helping me after all these changes and I just want to say that I really appreciate everything you've done.”

Angel grinned and snapped another quick salute.

Fluttershy pulled open the door to her house before turning and looking down at the bunny again. “Feel free to take a break for a bit. I wont be going anywhere for a few hours at least.” Fluttershy commented.

The bunny nodded, and hopped off his chair, the furry critter yawning before hopping off.

Smiling to herself, Fluttershy began to hum a little tune as she started to go about her routine. Bird seed was acquired and distributed, the winged avians only barely holding back their excitement upon seeing the bag. Next was all the smaller creatures that made Fluttershy’s cottage their home, and their meals took a little longer, as they were considerably more varied.

While she cooked, prepared, and set out dishes, Fluttershy considered the problem that was still staring her in the face. Her queen’s hesitation to do what needed to be done was only going to become more and more problematic as time passed. How could it be solved and solved in a respectful manner though? Twilight was their queen after all, and her word was law, even if that law was misguided, and in Fluttershy’s opinion, short sighted as well.

Dishes were put out, and Fluttershy quickly got to work tidying her home, starting with her room on the second story and going down from there. The changeling made sure to fluff the bedding and move around her pillows a little to make it seem like she slept there before throwing open the windows and banished what little dust had begun to gather. She made a note to actually sleep here tonight, lest her repeated absences start to become suspicious.

With a sigh, she ran a hoof over her comfortable bed, noting that although it was indeed just as soft as ever, it was different somehow. She would have preferred sleeping on the cold hard ground if it meant she was doing so in the hive, or by Twilight’s side. Even the thought of returning to the hive made Fluttershy relax slightly, and a smile to come briefly to her face.

Twilight’s words came unbidden to Fluttershy’s mind, reminding her why she felt that way. Changelings are intrinsically tied to their hive, their fellow hive mates, and their queen. This is a bond that cannot be broken.

Shaking off that particular memory, Fluttershy hastily began to run through the rest of her to-do list, intent on getting it all done as quickly as possible in order to give her some time to plan. Though she wasn't as good at that as her queen, or even Spike for that matter, those two had begun to rub off on her, and Fluttershy was certain that she could come up with some way to help. With that in mind, the changeling hybrid worked quickly, while also ensuring she didn't move so fast that she messed up and had to do something over again.

Over an hour later, she had just taken wing with a bucket and pole, intent on cleaning her windows when she felt the familiar sensation that only came about when one of Chrysalis’ changelings neared her house. Gliding back down to the ground, Fluttershy deposited her cleaning supplies next to the house, and focused on that connection. Using the lessons given to her by both Chrysalis and Twilight, Fluttershy opened herself to the other changeling’s presence and felt a tentative link be established.

Hello? This is Fluttershy. Began the nurse breeder hybrid, while doing her best not to be overwhelmed by the sheer volume of voices within the other’s hive mind.

Ahh, Fluttershy, I knew your mind felt familiar. You seem distressed. Announced the unfamiliar changeling. Give me a moment, I’ll connect you to mother. I’m sure she would be able to help far more than I could.

Thank you Reaver. Fluttershy quickly replied, the breeder able to feel the small wave of appreciation that flowed from the other changeling.

As she waited for the other changeling to explain what was happening, Fluttershy busied herself looking around her grove while stretching. To any potential observer she was merely worried about pulling something and had taken a short break, while internally she was an intense ball of worry. Old Fluttershy wasn't quite as gone as new Fluttershy would like, and now that she had concerns about her queen, those old habits came back with a vengeance.

It took all of her newfound confidence to not end up a shivering, nervous and envious wreck. The great chorus within the other hive mind could only just barely be heard and already Fluttershy yearned for her own family to grow to the point that they could have that same unity. That chorus was a promise of eternal companionship, of eternal love, warmth and family the likes of which Fluttershy had never dreamed of.

Reaver has told me you have a problem, I may be able to help you with? Stated Chrysalis out of nowhere.

Fluttershy got the distinct impression that the older changeling had actually connected a few seconds earlier, and already had a good idea what was happening but Fluttershy didn't dare voice such a concern. It is Twilight, grandmother. She still clings to her pony self to the detriment of our hive. Refusing to expand as quickly as necessary or rebirth any additional ponies.

The breeder was also able to discern that this was not surprising news to the queen, who seemed more annoyed than distressed upon hearing it. I had hoped that your conversion would help her see the futility of holding onto her past self, but I suppose that had been too naive of me.

I wouldn't go that far… Fluttershy replied charitably, the former pegasus taking to the air and resuming her chores as if nothing had happened.

No, it is accurate. Her optimism rubbed off on me, if only for a little while. It is one of the pitfalls of connecting so intimately with another changeling I’m afraid. Chrysalis remarked with a sigh. May I see why you feel this way?

Fluttershy paused mid scrub before quickly resuming her duties. Of course, grandmother.

Chrysalis chuckled. You know, I thought I would hate being called grandmother, but the way you say it makes it sound more like an honorific, rather then some pitiable title.

The breeder blushed. I am glad you feel that way. My pony grandparents passed when I was very young and I admit it is kind of nice to have a new one.

You are too kind. Chrysalis declared. Now then, let's see what has made dear sweet Fluttershy so upset.

The sudden rush of information was subtle, but not so subtle that Fluttershy could not feel her memories being riffled through. It was unlike when her own queen viewed her memories, as Twilight was less than subtle, even when she tried to be. After a few seconds, Chrysalis sighed again, Fluttershy painfully aware of just how disappointed and aggravated the elder changeling currently was.

I knew she was a prodigy, but to think that she would put aside her research all because of some misplaced desire to not change you overly much. Chrysalis muttered sadly.

We are changelings, we are meant to change, to adapt. My form is clay in her hooves yet she does not make me better, make us better. Fluttershy complained, while ensuring her features were schooled, and showed none of the resentment she felt inside.

You on the other hoof have adapted very well. Chrysalis commended. Like a duck to water, have you entered the fold, becoming more a changeling then even your queen.

Fluttershy felt a scowl start to creep across her face. Despite her resistance to change, she is still my queen, and a very adept one at that.

I meant no offence. Chrysalis replied coldly. But even you must admit that in terms of adapting, you have done better than even her.

Fluttershy remained quiet, unable to muster any words to counter the queen’s assertion.

I thought as much. But enough of that. Let us discuss possible solutions to your little problem. Chrysalis declared in a tone so firm that Fluttershy couldn't help but wonder if she didn't already have a plan.

You have something in mind, grandmother? Fluttershy subtly inquired.

I do indeed, and I will tell you all about it while you finish your work. Chrysalis announced.

Fluttershy nodded, continuing her duties while also listening to what the queen had to say. In the beginning she was confused, and a little resistant to what Chrysalis had planned for her, but as time passed that changed. Until fifteen minutes later when Fluttershy was barely holding back a wide smile, her confidence soaring.

If this doesn't work, nothing will. Fluttershy thought to herself.

Provided everything goes according to plan. Chrysalis warned.

I will make sure it does. This I swear. Fluttershy declared.

You will be doing your hive a valued service. Chrysalis added.

Yes, this will work perfectly. Fluttershy remarked to herself, a small smile spreading across her face.

Best of luck, grand child. Chrysalis whispered before their connection was severed, and Fluttershy was relatively alone once more.

Alone, with only her worried thoughts and the distant ponderings of her queen.


Fluttershy knew that knocking on the door to the library was a wasted effort, as her presence was already known, but she did so anyway. It would be what old Fluttershy would have done, as old Fluttershy could not simply brush her mind against her queen’s and tell her all she needed to know. Hiding half behind her mane, Fluttershy stood awkwardly near the door, switching from hoof to hoof as she waited for Twilight to emerge.

Nearly a minute later and Twilight did just that, the disguised queen standing in the open door with a smile on her face and a sun hat on her head. “Oh great, your here.” She declared before turning around and shouting into the library. “Spike! Fluttershy is here, I’m going to go to the picnic now!”

“Sounds good, have fun!” Spike shouted back.

Twilight eagerly stepped outside, with Fluttershy eagerly plastering herself against the other disguised changeling. “You werent waiting long, were you?” Fluttershy asked, even though she knew the answer.

Twilight shrugged. “Not long.”

How were the animals? No surprises I hope? Twilight asked while simultaneously maintaining a more mundane, and normal conversation out loud.

One which Fluttershy eagerly followed along with while also keeping up with the other conversation they were having. No, Angel has done a great job helping out when I’m not around.

I’m amazed he's taken on such a great responsibility, he was quite the princess at one time. Twilight retorted, the queen conjuring images of many meal times that had been extended due to the furry creature’s endless fussing.

Oh he wasn't so bad. I think he just needed the right motivation to change his ways. Fluttershy respectfully replied.

Hmm, I suppose that is one way of looking at it. Twilight mused.

Fluttershy rolled her eyes and pressed herself a little tighter against her queen’s side. Were there any changes while I was away?

I’m afraid not. The drones are still sleeping soundly and are going through their second molt of the day. Twilight stated, the queen giving her nurse all relevant memories on the subject.

Fluttershy felt her smile grow a little more genuine as she went over the images and memories her queen had given her. They are growing quicker than most, but then again most changeling larva do not receive pure love for their first meal.

Will they still take as long as we thought? Twilight replied while verbally she changed the subject and began talking about the bit of cold weather that was forecasted for the next week.

Most likely. Fluttershy replied after a short pause. I’d say they will be ready only a day or two early, despite how rapidly they are growing. Did anything else happen while I was away?

Other then me fucking Spike’s cute butt and still ending up blue balled, not really. Twilight declared with a slight, teasing edge.

Fluttershy only just barely managed to hold back the urge to smirk. Still mad we didn't have time for a little fun of our own?

I am not angry, just disappointed. Twilight shot back. Besides, even Spike’s curvier body has nothing on you. Pregnancy really does suit you you know. It was like your body was made to bear my foals.

Oh but it was my queen. Fluttershy replied, a small, teasing smile of her own appearing on her face for all of a second before vanishing.

Twilight sent her head nurse a memory of herself looking into the mirror and rolling her eyes. You know what I meant.

Fluttershy chuckled aloud at the less than humorous joke Twilight had just verbally told her. I know my queen, and I also know how much you want to ravish this amazing body of mine the second you get a chance.

A small blush briefly crossed Twilight’s face, though the changeling was quick to wipe it away. Yes, well. Soon we will have that chance, and maybe then I wont feel like I’m constantly blue balled.

Fluttershy purred and nuzzled the underside of Twilight’s neck. I cannot wait to feel your thick ovipositor spread my holes wide before you fill every inch of my body with your thick seed.

That does sound very, very good… Twilight murmured. But where were we? Oh right, what happened while you were gone.

Fluttershy smiled, and ignored the subtle bit of trepidation that Twilight experienced after the queen realized the true, and intense depth of Fluttershy’s desire. I think you were saying something about Spike, right?

Right. Spike deserved a break, so I was glad I could give that to him after all the late nights he's pulled recently. Twilight declared.

Speaking of late nights. Fluttershy began hesitantly, the pegasus verbally changing the subject to something inane while the pair exited town and began to trod the dusty road leading to Sweet Apple Acres. Have you given any more thought to the plans we were considering?

I… have. Twilight admitted, the queen carefully choosing what next to say. I’ve changed my time table considerably, and I think that with these changes in mind, we will be able to stave off the worst of what’s coming.

Fluttershy subtly fixed her queen with an inquisitive look. Really? So your rebirthing how many ponies then?

None. Twilight declared firmly. If we accelerate the rate at which you give birth we should be able to avoid such a drastic action as that.

And how exactly would you do that? Fluttershy questioned, her disapproval, and doubt evident even in her thoughts.

Well, with the right mix of love, a little alteration, and a little more research I should be able to change you just enough to enable you to produce new changelings in half the normal amount of time. Twilight declared both hesitantly and proudly. Doesn't that sound great?

Twilight, I can see what you have planned, and it would require me to be fed a near constant stream of pure love, and that's if it even worked in the first place. Fluttershy cautioned. So does it sound wonderful? Absolutely. Feasible? Not so much and that's without considering the disruptions it would do to both of our covers.

The queen stumbled for a half step, a little put off by the forcefulness of her breeder’s thoughts. What do you mean? I thought you would enjoy my idea.

It is untested, and relies on you fixing several problems that you have not even begun to try and remedy. Fluttershy closed her eyes briefly, bringing up parts of Twilight’s plan that currently did not work, and the queen did not have a fix for. See? If those variables are not accounted for, I may become sterile permanently.

I… Twilight frowned, their verbal conversation falling away at the same time that their mental one did.

It is not enough. Fluttershy declared, the former pegasus looking up at her queen with a stern, motherly expression. Your refusal to rebirth ponies, and your reliance on fixing all of our problems through magic will doom us all.

Now I know my calculations were not quite complete, but I assure you, the initial estimates showed that my plan is feasible. Twilight retorted, though it was clear that the queen agreed with her rebirthed daughter on some level.

And how easy would it be to meet these new requirements if we rebirthed even a handful of new changelings? Fluttershy questioned, the breeder pressing herself insistently against her queen’s side. Even if it were just three or four other ponies, like say our friends for example?

I… Twilight tried to fire back some manner of retort, to declare that they werent going to do that, but a part of her was already thinking about it and already running the metaphorical numbers. Four would ensure we would be insulated against any potential fallout, but if we rebirthed ten or so ponies we could even accelerate our time table and meet most goals.

And how many do you think it would take before we could meet all goals? Fluttershy pressed, her insistence getting the better of Twilight and causing the queen to consider the breeder’s words even though she clearly didn't want to.

Fifteen, probably. She reluctantly admitted.

Fluttershy smiled. And think of how nice it would be to have a whole harem of freshly converted changelings to bear your foals. Imagine how great it would be to knock up every one of your friends, and to see their bellies bulge with your young. Rainbow Dash would probably only be able to handle one or two while I bet you could stuff Pinkie Pie and Applejack with up to five or six new changelings at a time. Rarity has wide hips as well, how many do you think you could fit inside her?

Seven, maybe. Twilight replied before she shook her head. What has gotten into you? How could you so casually suggest doing something like that? They are our friends!

You did it to me. Fluttershy replied coldly.

Twilight swallowed hard. That was different. You wanted to be able to get pregnant, to have your own children borne from your body. I just helped you achieve that goal.

By turning me into a changeling without me knowing. Fluttershy pressed. I am not begrudging you for what you did and if I had a choice in the matter I would have chosen to become what I am now. Rather I am concerned that now that you have found someone to bear your young that you are in turn relying on me to to fulfill your purpose while also allowing you to keep a shred of your old self alive.

I am not doing anything of the sort. Twilight stated rather weekly.

Yet even now that you have been forced to see that this idea of yours will not work, you are considering my suggestions. Fluttershy pointed out. Mmm yes, Lyra would be a perfect first target. She is alone, with no family, and few friends. She is isolated, yearning for purpose, and a place to belong. Something we can give her.

Twilight gently pushed Fluttershy back, and fixed her with a quick glare. We are not talking about this anymore. My plan will work, and you will do as I tell you to.

Fluttershy nodded briefly, the breeder quite aware of the fact that her queen was considering her idea even while she did her best to dismiss it. As you wish, my queen.

Twilight straightened her back as they turned towards the hill which lay near the back of Applejack’s property. Already the changeling could hear the hushed conversation of her friends as they sat around eating sandwiches and drinking lemonade.

“We will talk about this more when we get home. Now, are you ready for this?” Twilight replied. What happened to you? The old Fluttershy would have never suggested such a thing.

“I’m as ready as I’ll ever be.” Fluttershy whispered meekly. I changed, my queen. As will you.

The changeling queen suppressed a frown, and turned towards her friends, her expression perfectly crafted for what she had planned next. “Well then, let's get this over with.” She proclaimed, with just the right hint of nervousness and excitement.

Fluttershy smiled and pressed herself tightly against Twilight’s side once more. “And I’ll be right here through it all.”


“Well, that went better than I anticipated.” Twilight remarked aloud.

Fluttershy nodded as she closed the door to the library and sighed contentedly. “It did go pretty well, didn't it?”

Spike peeked his head out of the kitchen, a dinner roll in a claw. “Oh? Everything went over without a hitch?”

“I wouldn't say completely without a hitch…” Fluttershy remarked while Twilight lit her horn and activated the library’s defences, allowing Fluttershy to return to her natural form once more.

As did both Twilight and Spike, with both of them growing significantly in the process. “Rainbow Dash’s protective streak was wider than even Fluttershy could predict.”

The former pegasus blushed slightly, her black chitin discoloring slightly. “She sometimes forgets that I’m an adult and have been for a long time.”

Twilight sighed and flicked her silky mane out of her face. “It is rather annoying that she thinks of you in such infantilizing terms, even if I understand why she feels that way.”

Fluttershy nodded as she leaned on the back of the couch and brushed a hoof against her belly. “I think there will always be some part of her that sees me as that flightless foal who needed to be saved.”

“Yeesh, that must annoying.” Spike muttered before stuffing the tiny loaf of bread into his mouth and chewing audibly.

“Yes well. Other then that it was a complete success.” Twilight declared. “I could sense that Rarity and Pinkie Pie are completely convinced by this, though Applejack and Rainbow Dash still need a little more pushing.”

“I’m amazed they took so well to the news of us wanting a foal. That's not something I told very many ponies.” Fluttershy murmured.

“Yes, you were quite convincing, I must say.” Twilight commented with a prideful smile.

“If you need me I’ll be working on that new tunnel you wanted Twi. I wanna get a good handle on it before the drones reach their final molt.” Spike commented before trundling off, and disappearing into the basement.

“You know, we don't have to have that talk you wanted.” Fluttershy began, the breeder trotting over to her queen and eyeing the taller changeling carefully. “We could just go up to our room and have a little fun instead of wasting our time spinning our metaphorical wheels.”

Twilight sighed as she looked out the window, idly noting that the illusion spell placed upon it was working normally. “I don't know. I feel like this is important. It is our future after all, and more than that it could be the future of Ponyville that is in question, as is mother’s entire hive.”

“We both know what needs to be done my queen.” Fluttershy whispered as she rubbed her cheek against the underside of Twilight’s neck. “As far as I’m concerned we don't need to utter another word on the subject.”

Twilight growled lightly, but her anger was stifled by Fluttershy who grabbed her hoof and gently pressed it against her belly. “I still don't like this.” Muttered the queen.

“You don't have to like something for it to be right, or for you to go through with it.” Fluttershy replied while smiling seductively.

“You know what, fine. I think a little relaxation is in order. Maybe my thoughts will become a little more orderly when I’m not constantly thinking of plowing that fat ass of yours.” Twilight exclaimed, the changeling giving her breeder a firm smack across the butt in emphasis.

“Oh my. Is my queen going to claim her breeder before we even get to our bed?” Fluttershy teased, the changeling flicking her mane out of her face and shooting Twilight the best bedroom eyes she could muster.

Snorting hotly, Twilight grinned. “I just might if you keep this up.”

“If that is you wish, then I would give myself to you right here and now, illusion spell or no illusion spell.” Fluttershy whispered huskily.

Twilight shuddered, her grin growing to the point that it dominated her face. The two changelings looked at one another closely for several seconds before they both collectively leapt towards the stairs. Frantic hooves clattered up the steps, the lusty changelings half flying half running up to the second floor and through the door to Twilight’s room.

Once inside, Twilight lit her horn and tossed the breeder on the bed with her telekinesis, while also making sure to slow her landing at the last second. Fluttershy merely grinned, trusting her queen fully, and sprawling out on her back, wings and hooves spread invitingly. Licking her lips, the head nurse stared deeply into the other changeling’s eyes, one forehoof rubbing her belly while the other beckoned the queen to her.

Not wasting any time, Twilight hungrily leapt atop the smaller being, allowing the instincts she had gained from becoming a queen to control her fully. The urge to dominate, to claim what was hers was all consuming, and she used her long tongue to lick from Fluttershy’s stomach all the way up to her cheek. The mark would last for many days, though only other changelings would be able to notice it in the first place. The potent pheromones signalling to any other changeling that this one was already claimed by a queen.

A shudder ran up Fluttershy’s spine, and she wrapped her back legs around Twilight’s waist, ensuring that the larger changeling could not pull back. Not like the queen wanted to do anything of the sort, mind you as she was busy leaning forward and nibbling on the other changeling’s neck. She also switched from nibbling and nipping the nurse hybrid’s neck to peppering her partner with kisses every few seconds, cycling back and forth.

The pleasant mix of pleasure and pain made Fluttershy shudder, and tighten the grip she had on her partner while also throwing her forelegs around the queen as best as she could. Twilight didn't seem to mind though, the intimacy making her ovipositor slip fully from her body and slide against Fluttershy’s stomach. The soft trail of slime it left behind made the breeder shudder again, a smile coming to her lips as she felt her queen become fully aroused.

“I can't wait until you can absolutely fill my with new changelings.” Fluttershy whispered huskily, a hoof caressing Twilight’s cheek.

The queen bit down a little harder on the surprisingly soft underside of Fluttershy’s neck. Me neither. She thought back, the changeling never slowing her assault.

The nurse shuddered once more as Twilight continued to nip away her, ovipositor slowly twisting this way and that, leaving behind a thick trail of slime. Though Twilight made sure to tease the other changeling a little more by trailing her thick new appendage around Fluttershy’s eager hole, she didn't do so for long. Twilight was able to feel just how incredibly aroused her breeder already was, and she wouldn't make her wait for very long.

Not like she ever intended on waiting for very long, the queen was as aroused as her breeder was after all.

A small flicker of green fire and Twilight’s newest appendage grew a little more, making Fluttershy more anxious than ever. She didn't have long to stew in her anxiety though, as Twilight quickly thrust her hips forward, plunging the slimy length into her breeder’s tight yet welcoming hole. So immense was the feeling of relief that Twilight had to stop for a moment in order to relish the sensation.

That too didn't last long, neither did that feeling of relief, as it was replaced by a deep, hungry desire to fill her breeder to the brim with changeling young. She was hers after all, body and soul, meaning Twilight was well in her right to stuff her with enough squirming changeling babies that she was nearly completely immobile. That thought struck Twilight as odd, but she didn't think about it for too long, and eagerly pulled back before slamming inside once more.

Over and over she pounded Fluttershy’s hole ruthlessly, knowing full well that she, and the twins could take it all without issue or complaint. The changeling body had been purpose built to be strong, resilient, and adaptable, allowing them to go at it to their heart’s content even while one of them was heavily pregnant. Twilight briefly considered just how far they could take that, before tossing the thought aside, choosing to think on that more later.

As they built up a rhythm and their hips matched the other partner’s intensity perfectly, Twilight continued to nip and kiss her breeder’s neck. After leaving her marks all over the breeder nurses’ neck Twilight planted a firm, wet kiss against her lips before claiming another part of Fluttershy. The breeder submissively opened herself to Twilight’s invasion, allowing the changeling queen’s tongue to slip past and dart into her mouth.

Moaning aloud, Fluttershy kissed her queen back, following the intimate dance of lust and love perfectly. Soft tender kisses were peppered in between brief make out sessions that saw their tongues touch only briefly. Their eyes closed, and both changelings used only their connection to their shared mind to guide their touch. With feeling, and instinct controlling them, they moved faster, more in harmony with each other then ever before.

Within minutes the room was filled with a potent mix of pheromones that were now being emitted constantly by the changelings. To a pony it would smell like a strange mix of earthy, and salty smells, but to a changeling it would be a compelling command to submit and to give one’s self to the queen of the Ponyville hive. Beneath that was also a more submissive scent, one that offered her body forever more to the queen’s service in whatever manner she wished it.

It was more intense then any one night stand or romantic meetup that Twilight had ever experienced as a pony, and just about every other sexual experience she had as a changeling up until that point. To be able to feel not only her own pleasure, but her partners, and to know instinctively what they wanted elevated the experience to new heights. It made Twilight wonder just how much sex her mother got, and how she managed to get anything done, as Chrysalis was a true master when it came to controlling her hive mind.

Shaking off that silly notion, Twilight continued to rut her mate like they had been celibate for a month when in fact it had only been a week since they had last been together. The wet slap of Twilight’s long, thick ovipositor was all that broke the silence, neither changeling needing to say anything. Their connection was strong, linking them in a way that no pony had ever experienced before.

Their every thought mingled together, their lust building off each other until it was all they could think about. Their orgasms were brief, intense, and always shared between them, with Twilight not bothering to stop while they happened. She had no reason to after all, as Fluttershy was as pregnant as she was going to get, and there were no biological walls to hold them back. With their mammalian refractory period removed, they could continue without pause and without needing to rest and recuperate.

As time passed, Twilight was beginning to feel more and more relieved, her frustration slowly dissipating, and leaving her with a deep seated satisfaction. Fluttershy, however, was not done yet, and just as Twilight began to ponder the possibility of ending their little encounter, the breeder pounced. With a surge of magic and strength she flipped the larger changeling, deftly switching places with her queen.

Who was so surprised by the change that Fluttershy had already begun to bounce on her slimy appendage when Twilight realized what had happened. Just like that, she was fired up once more, the queen silently curious as to what her breeder had planned, while also fighting the urge to take back her position of dominance. Fluttershy wasn't going to have any of that though, and she grabbed one of Twilight’s forelegs and placed it on her stomach.

The unspoken command grated on the new queen, but she followed it anyway, rubbing Fluttershy’s belly as the breeder moaned aloud and continued to ride away. The slap of Twilight’s ovipositor was now accompanied by the heavy thump of Fluttershy’s breasts landing against the queen’s hard stomach. Thick changeling milk squirted over the queen’s chest, surprising her and turning her on at the same time.

Another orgasm passed through them, and Fluttershy could feel her control tighten, allowing her mind to focus on the next part of her plan. A conjured image of a heavily pregnant Fluttershy, whose belly nearly touched the ground was thrust upon the queen, forcing her to imagine it. The image felt real enough to touch, and Twilight silently longed for it to be real, for the breeder to be so gravid that she could hardly move.

That was a pipe dream, Twilight realized, as they could not abandon their old lives completely.

More images entered her mind, planted their by a demanding Fluttershy who showed Twilight something completely different. This time she was looking down on a different Ponyville, this one inhabited solely by changelings who were all under the queen’s control. As she watched Twilight noted that the entirety of the town’s inhabitants had been converted, each one intensely loyal to their one true leader.

Fluttershy frowned when she noticed how Twilight was both excited, and repulsed by what the breeder was showing her. The former pegasus would not let that happen though, and so she shifted the focus slightly, zooming in on her former friends. Each one was heavily pregnant, and had the same black chitin that Fluttershy and Twilight already had, their bellies bulging with Twilight’s unborn children.

At the same time that this was happening Fluttershy clamped down with her internal muscles, massaging Twilight’s shaft as best as she could. The combination seemed to have the right effect, and Twilight allowed the image to remain for nearly a minute before being dismissed. A slight wave of disappointment passed between them before Fluttershy felt her partner vanish in a flash of light. A second later and she was shoved face down into the bed, her queen’s body hovering over her.

A single hard thrust later and Twilight was once more buried in the breeder’s pussy, her shaft larger and thicker than ever, spreading Fluttershy further than before. Knowing when to call it quits, Fluttershy merely laid there and revelled in the pleasure, allowing her queen to fully regain control. Something Twilight wasted no time in doing, one hoof pressed tight against the back of Fluttershy’s head, holding her down as the queen rutted her.

Both changelings knew this was going to happen, and they both accepted it readily without a word needing to pass between them. Fluttershy had accomplished her goal, and with Twilight’s arousal reignited, the breeder knew that an explosive ending was in her immediate future. One that would see her insides filled with hot changeling cum, and her lust all but completely expended.

Which was perfect in her mind, and Fluttershy braced herself as best she could while also taking care to lift her stomach up enough to ensure her unborn changelings were safe. Behind her, Twilight snorted victoriously, her new instincts pushing her to do something even more drastic about her breeder’s recent bout of disrespectful behaviour. Something her purpose pushed back against, forcing the changeling to grow increasingly frusterated, and annoyed.

Which she then took out on her head nurse by pounding her green pussy with all the power and frustration of a caged bull. Their hips met with a loud smack as Twilight’s body created more and more cum which she was intent on stuffing into Fluttershy. Her grip on the bed tightened, and her speed increased, growing with the strength of her thrusts and the heat of her breath.

Her hips began to slow, and just as Fluttershy assumed her queen’s orgasm was about to arrive, Twilight pulled back one final time. The thick ovipositor narrowed considerably and grew impossibly long before being rammed deep into the breeder’s other hole. Shocked and surprised, Fluttershy could hardly get her bearings before she felt the first quart of changeling spunk explode into her guts.

Moaning aloud, the breeder’s wings twitched as their shared orgasm washed over them, leaving both in a state of utter bliss made all the better by the thick slimy cum gushing into the nurse’s back end. Though surprised by this sudden change, Fluttershy didn't mind, as the changeling had given herself wholly and completely to the changeling queen. Plus, this felt surprisingly good, and added a little extra girth to her already quite large and impressively gravid belly.

Load after hot load was deposited into the changeling’s body and in no time her stomach had a bit of slosh to it, her chitin stretching just enough to accommodate it all. Upon completion, Twilight gently guided her and Fluttershy down, until they both rested on their side, still locked together by the queen’s long ovipositor. In the silence, they sighed, and slowly wound down from the intense, and surprisingly long encounter.

Fluttershy glanced out the window, noting that the sun was already beginning to set in the distance. “I hope you forgive this one’s insolence, my queen. I thought you would be turned on by what I had to show you.”

Twilight snorted. “I will admit that it is an entrancing fantasy, but I’m afraid that's all it will ever be. A fantasy.”

“Why do you say that?” Fluttershy questioned.

Twilight sighed. “Such a thing would be impossible to achieve, the variables too many, and the possibility of failure too high.”

“Do you truly believe its impossible?” Fluttershy pressed, the changeling glancing over her shoulder at the queen.

Whose face briefly contorted in irritation before ending in a frown. “I suppose it wouldn't be completely impossible, only very, very, very unlikely.”

Fluttershy smiled, and nestled herself tight against her queen’s underside, her contentment palpable. “Then that is just another problem for you to fix.” She commented.

Twilight sighed once more, and rested her chin against Fluttershy’s brow, her thoughts drifting back to what she had just seen. While this happened, the breeder was busy feeling quite proud of herself, as Fluttershy could feel the idea take root in her queen mother’s head. It was one tailor made to fit Twilight’s purpose, and her new instincts as a queen.

The short bout of silence was broken by the door opening, and a fresh smelling Spike to walk into the room, a towel on his head, and a smile on his face. “Woah, you two have been… really busy.” He exclaimed, a dopey expression crossing his face.

Twilight rolled her eyes the second she realized that she had forgotten to use the air cleaning spell, and that the dragon hybrid was now hopelessly aroused by the pheremones she had not vented. “Here we go again.” She muttered.

Fluttershy squeezed down upon Twilight’s shaft. “You say that like your too tired to go on. Maybe Spike and I should leave to have some fun of our own.”

“Yeah, sure, just so long as I get to have some fun.” Spike exclaimed dreamily, the changeling hybrid trundling over to the bed and plopping down on the end of it.

Twilight snorted, and quickly extracted her ovipositor from Fluttershy’s back door before covering it with green fire and returning it to its original size and shape. “I am a queen. I have more than enough energy for both of my concubines. After all, a true queen has a harem of dozens of partners.”

Fluttershy giggled. “I guess we aren't going to get anything productive done after all.”

Twilight smirked. “Tonight, your name will be productive.”

Spike chuckled, and flopped down next to Fluttershy. “So, if I’m one of your concubines, does that mean I don't have to dig anymore?”

“For now at least, tomorrow you will go right back to digging holes.” Twilight declared with a wide, genuine smile.

Fluttershy smiled and watched as her queen leapt atop the draconic changeling, kissing him passionately as she held him down. The breeder could already tell that her recent pushing had worked, and that her queen was already beginning to come up with new plans. Though she was considering those plans only as an exorcise, Fluttershy could tell this was only half true.

Her queen was changing, as Fluttershy had changed, as they would all change.

All Twilight needed was one final push, and with the embracing of her changeling nature, their hive would truly begin its rise to glory.

The only thing left, was time.


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