Into The Fold

by Jest

Rating: mature
Tags: My Little Pony: Friendship is Magic, Fetish, Porn, Sex, Queen Chrysalis, Twilight Sparkle
Length: 105979

Twilight Sparkle is the most brilliant pony and the most difficult adversary, but soon that will change. As Twilight Sparkle is about to be welcomed, into the fold.

Twilight Sparkle is a constant thorn in the changeling queen's side, but what if there was a way to turn her most powerful enemy into her most trusted ally?

Kink warnings TF, mind control, charms, species change, double vaginal, ovipositor, egg insertion, impregnation, futa on mare, unbirthing and even more in later chapters.
Commissioned by a patron.

Published 2018-09-07 22:30:01 UTC
Last updated 2020-02-11 19:40:23 UTC

Purpose

Twilight tapped the stone desk sitting in front of her, pondering the deeper implications of her recent change, and how best to serve the swarm. The ever present hustle and bustle of the hive mind was easily sequestered, the freshly turned changeling pushing it to the side of her mind and tuning out the sounds of her new brothers and sisters. Though it was strange to think about, the pony had bounced back quickly, and was already beginning to enjoy the background noise. It helped her think, and if she ever ran into a roadblock, second opinions were easily gathered, though few changelings seemed willing or able to offer her something truly insightful.

Still, it was nice having so many potential helpers, though thinking of it like that made her miss Spike even more. The voices of her siblings were nice, the way they felt present was also enjoyable, but nothing beat having a real, breathing companion waiting on her beck and call.

Plus she had quite the hankering for pickles, and something told her that changelings weren't exactly the type to stock extra garlic dill pickles.

With a frown she glared at the obsidian wall before her, her hoof continuing its rhythmic tap at the desk. This was an interesting problem to say the least, and it was taking a considerable amount of her mental faculties to come up with a solution.

She had a matter of hours before she would have to leave, and though she knew she could get around the purpose imposed upon her, it would not be a simple matter. Serving the swarm was nebulous but not that nebulous. Everything she did and thought was relatively closely monitored, so keeping both her thoughts deep, while also vague was in itself a considerable conundrum.

Regardless, she was able to get around that relatively easy, leaving her with the problem of how to both serve the swarm she was now a part of, while also not directly helping her new mother. The problem lay in the fact that anything she did to help the swarm would no doubt empower her queen, but doing nothing wasnt an option, it was her purpose, her reason for existence and even thinking of not doing exactly that made her feel ill in a way she couldn't quite explain.

She sighed, rubbing her temples as her overworked brain reminded her she needed a break.

Stepping away from the desk, Twilight took a deep breath, letting the hive mind edge closer to the forefront of her perception, partially submersing herself in the endless voices. It was soothing in a way, she again, couldn't quite explain, the best she could think of was like moving on autopilot while your mind did something else.

Summoning her magic, the changeling cycled through various spells, working out the kinks that came with an abrupt change of species. Minutes ticked past as she went from one spell to another, ensuring that everything was perfect before a mental ping alerted her to a quickly approaching Chrysalis.

Shutting off the flow of magic, Twilight quickly made herself presentable, a quick wave of green fire working out the kinks that had began to manifest in her silky mane. With her appearance perfect she bowed just as Chrysalis entered her room, the graceful queen passing through the circular door just as it opened.

“Good evening mother.” The changeling princess announced.

Chrysalis rolled her eyes. “Get off the floor, it's dirty down there.” Twilight rose, along with her eyebrow. “Oh don't give me that look, do I appear to you as pony royalty?”

“No, but I assumed royalty was royalty.” Twilight remarked.

Chrysalis sighed, walking over to her daughter and draping a hoof over the princesses’ shoulder. “And thats where you are wrong. There are many, many things different between ponies and changelings, and one of them happens to be that no changeling bows to another.” She tapped the side of her head for emphasis. “We are all one within the embrace of the hive mind, no one is truly lesser or greater, and though I may be queen that does not grant me anything extra other than a slightly more comfortable bed.”

Twilight frowned. “But you are also given power, is that not a bonus granted to you that other changelings do not have?”

Chrysalis tsked. “Ponies always see positions of importance in measures of the power they give, but not in the responsibility attached to it. Because that is what it truly is, responsibility. Queendom may give me power, but it does not let me dominate their wills, but rather offer a voice to guide the swarm in a new direction.”

The queen pulled her hoof from her daughter’s shoulder before stepping towards the door. “You must dismiss this notion of power, it has no place in the swarm. We are one, and many, equal, and not. Your pony notions of power and control have no place here.”

Twilight’s couldn't help but smile a little, feeling the many voices of the swarm mirroring the queen’s sentiment, helping to illuminate the confusing change in view. “That is rather idyllic don't you think?”

The queen grunted. “Your pony cynicism is another thing that needs to go.” Chrysalis stepped out the door and motioned for Twilight to follow. “Come, we have much to discuss, and there are things I want to show you before you leave.”

“Yes mother.” Twilight replied dutifully, taking her place at the queen’s right.

Together both mother and daughter stepped out into the hall, and proceeded deeper into the massive hive structure, the younger changeling silently marveling at the architecture while holding a dozen conversations with the changelings in charge of its construction. Chrysalis smirked, feeling Twilight’s many voices echo in the hivemind, monitoring the conversations and guiding her inquisitive young princess towards the more knowledgeable changelings, whom had the answers that she sought.

The conversation Chrysalis had planned was summarily thrown out the window as her daughter easily picked up on her mood and started learning ahead as per usual. The queen merely sat back, guiding them from one point of the hive to another, subtly shifting her daughter’s attention towards things she would need to know. At first they lingered on hive construction, with the queen pointing Twilight’s attention towards the very few digger drones they kept after their dramatic fall in population. The conversation was more detailed than Twilight would have thought, with the changeling princess delving deeper into a subject she had assumed would be a shallow one.

With so few voices to converse with it didn't take long for the young princess to absorb the knowledge she sought, acquiring an understanding of hive construction, maintenance, and expansion at a lightning pace. She filed away the new ideas and took a second to realize just how fast her thoughts were and how much she had learned.

Chrysalis smirked. “The hive mind is not only a way to connect us, but also a way to offer those changeligns that require sleep to devote a part of their mind to the greater whole.”

Twilight raised an eyebrow. “Like a computer?”

“I suppose, but that is such an ugly comparison.” Chrysalis shrugged. “Regardless, it is not a wholly incorrect one.”

Together the pair continued deeper into the hive, with Twilight eagerly trying to peice together the reason for this sudden tour and why her mother seemed so keen to divert her attention towards more mundane aspects. They passed by storage areas for love, and even more ‘normal’ food that would be required if they ever housed ponies, or if they needed to supplement their diets during times of famine. The method of storage was relatively simple, utilizing a clean room that was bathed in a specially designed spell that kept food good for as long as it was active. The love was a little more complicated to store and required near constant stirring, a mix of heating and cooling spells and a careful eye to watch over the entire process.

As they went deeper Twilight began to realize a correlating factor between it all, and she found herself frowning at the epiphany she had. “Mother are you teaching me how to start my own hive?” She asked, a hint of nervousness creeping into her voice.

The queen smirked. “Maybe. Why, do you oppose the idea?”

It was a trap, obviously, one that elicited a certain question Twilight couldn't help but ask. “No. Though I am concerned we would be drawing our resources very thinly.”

Chrysalis smirked, her daughter falling into the mental trap she laid, but too inquisitive not to indulge her. “True, but if that hive was completely self reliant, with a minor queen of its own and a steady supply of love the problem of supply lines disappears.”

Twilight’s eyes narrowed, the answer she was being guided towards was not one she wanted to hear so soon after her change. “Let me guess, you are going to send me back and inform me that I must start my own hive mere days after my conversion?”

“You say that like its a bad thing.” Chrysalis chuckled. “You are smart, you have the basics of construction and management now residing in that noggin of yours. What other concerns could you possibly have?”

“I dont have my magic entirely refocused yet, and though I know how to fly and disguise I do not know how to do so very well.” Twilight pointed out, before glancing through an open door and noting the injured changeling within, who was limping towards a desk.

Chrysalis’ expression grew dark. “I know it is soon but as you said already you need to be back before anyone realizes you are gone. When that happens your new instincts will begin to kick in and you will desire the comfort of the hive mind and the presence of your own children.”

Twilight stiffened, the thought of leaving the hive mind behind a disturbing one. “Will I be cut off completely, or merely distant?”

“Distant, your connection will be strained and you will be unable to hear anything other then distant noise.” Chrysalis raised an eyebrow, noticing how Twilight’s features had fallen. “You have only had it a day and yet you are already so attached that you find its loss difficult?”

“I admit, it is rather nice to be able to think so much faster, and the voices are... soothing.” Twilight reluctantly remarked.

“That they are, don't worry my daughter. I will still be keeping an eye on you and if you need me I will not be far.” Chrysalis added cryptically, smiling at Twilight’s mixed reaction.

On the one hoof it was nice to know that such a powerful repository of knowledge would still be available, on the other hoof, Twilight had been hoping to be able to get away, though she knew that had been a fool’s hope. Shrugging her shoulders the changeling princess made her way deeper into the hive, noticing that her mother had grown silent as she guided them towards an infirmary, where the voices grew more distance, pain tinting their thoughts.

“Why are we here mother?” Twilight asked awkwardly, glancing down the hall towards a lone guard who leaned heavily on his spear, a bandage covering one shoulder.

“I need you to understand one last thing before we have a little fun and I send you back to Ponyville.” She started, stepping past the changeling and offering him only a nod of recognition, an act that he mirrored.

Twilight kept her mouth firmly closed, her mind now assaulted by the pained moans and cries for mercy that now echoed inside her head. Her hooves stumbled and she nearly fell, caught unaware by the many, many injured changelings that now surrounded her. Minor cuts, fatigue, and scrapes were being treated beside severe love exhaustion as well as equally if not more severe lacerations and other bone chilling injuries.

The princess felt tears come to her eyes and she looked up at her stoic mother in confusion. “What lesson could possibly come from such pain?” She asked weakly.

“Your a smart changeling, you figure it out.” Chrysalis replied, without looking down.

Twilight felt her gaze linger over the rows upon rows of injured changelings, noticing that their injuries were as numerous as they were. When she focused she could feel a sliver of their pain, and touching their minds told her many stories.

A changeling with a crushed hoof told her of how they had been forced to expand their defences for when the inevitable assault began, creating more and more traps for the would be attackers. Another changeling with a slash across her barrel told the princess of how even their foragers were now being attacked. Another changeling with a jagged scar across his throat told her of the cruelties that the ponies would visit upon any suspected changeling.

The princess’ jaw grew tight and she looked up at her queen. “You are reminding me of the importance of my mission, and emphasizing my role as a guiding force for the swarm as a whole.”

Chrysalis nodded, turning towards the door. “Yes. You are a pony no longer, your pain is not only yours to bear, your sorrow not only yours to experience. We are one and many, do not forget this, for it is both a strength and a weakness unique to changelings. Mastering our many faceted nature will ensure your success, meaning you will have to abandon the old notions that came with your former nature.”

When they stepped outside the queen stopped, placing a hoof on Twilight’s shoulder. “I know I must sound like a broken record but you are a pony no longer, and you must abandon many of the beliefs you held.” She smirked. “Come, I have a more pleasant lesson in mind for you before I send you back under the cover of darkness tonight.”

Twilight raised an eyebrow, noticing the almost lecherous way her mother looked at her, along with the sultry way her movement drew the princesses’ eye towards the queen’s hips. Shaking her head, the newly converted changeling forced her thoughts elsewhere, disturbed by the way her thoughts lingered on her mother’s more feminine features.

She could feel Chrysalis’ displeasure at this line of thinking, though the queen remained silent while they climbed high into the hive and towards the royal quarters.

Twilight didn't have a long time to ponder the shift, as the queen made short work of the distance, her long legs forcing Twilight to speed up her pace lest she be left behind. As she walked she couldn't help but feel the way the air changed as the queen’s mood shifted rapidly from a dour subject, to one not quite as... serious. It was odd, but Twilight had begun to learn that both her own moods and those of changelings as a whole were much different. Their emotions were more fluid then when she was a pony and she had been surprised the first time that her anger had changed into one of confusion, to elation then right back to anger. The changes happening immediately after finding out why her spell hadn't been working, only to realize that it also meant more of her spells would need work.

Yet that anger and annoyance didn't linger for longer then a second or two, tinging the princesses’ mind with its presence before vanishing nearly instantly. If Twilight had to guess it was something about the way changelings processed emotion, but she didn't have time to think about that particular topic as they had made their way back to the queen’s personal quarters, and Chrysalis had just leapt upon the bed.

The queen crawled under the covers, and opened the blanket, mentally commanding the young princess to follow her. Twilight rolled her eyes, hiding the brief bit of euphoria she felt from her mother’s attention amidst a wave of barely feigned annoyance.

Chrysalis chuckled. “Do come on now, don't make me beg.”

Twilight sighed. “Yes mother.” She shook her head and climbed into bed beside her queen, her form instantly hugged by the larger changeling.

The queen sighed, pulling Twilight tight against her body and nuzzling her cheek. “Ahh, there, isn't that much better?”

Twilight giggled. “I suppose it isn't so bad. Though I wonder what lesson you could be trying to teach me with cuddles.”

“You wound me my dear.” Chrysalis remarked dramatically, clutching her chest. “Who said I wanted anything more then cuddles from my favorite daughter?”

“You never not have an ulterior motive for anything.” Twilight remarked dryly.

“Thats fair. I was going to school you on changeling anatomy, and more importantly changeling princess and queen anatomy, but that won't be for a little while. First I just want to bond with my daughter.” Chrysalis smiled, pulling the other changeling in close once more and nuzzling the top of her head.

Twilight had to admit it did feel rather nice, being held so tightly, so intimately, it brought up images of her other mother and how they had sometimes cuddled on the couch during a cold winter evening. The image made Chrysalis smirk, though Twilight couldn't figure out why exactly. Regardless, it was still nice, and as time passed she found herself drawn deeper into the changeling’s embrace, her own limbs snaking around the queen’s back and holding her tightly.

As time passed her eyes fell closed, and once more Twilight found herself in a sequestered section of the hive mind where only her and Chrysalis existed. The lesson she assumed was coming never did, allowing Twilight to relax slightly as she felt the weight of responsibility temporarily slip from her shoulders. In the silence Twilight found herself drawn closer to the queen, unconsciously bonding with the dominant changeling.

That was until she felt something wet and slippery brush the insides of her thighs. The former pony’s eyes went wide and she tried to look down only to have her chin caught by a surprisingly firm Chrysalis. “What is it my daughter?” She asked, while nuzzling the smaller changeling’s cheek.

“There's something strange between my legs…” Her eyes went wide as the hive mind told her just what exactly was pressing against her. “Is that your ovipositor?”

Chrysalis smirked, feeling the slimy appendage slip between her daughter’s legs and snake it's way towards the glistening folds of the former pony’s pussy. “Maybe. Why?” She asked in feigned ignorance.

“B-but your my mother, kind of.” Twilight winced.

The queen’s eyes narrowed. “I am your mother and don't forget that.” She smirked. “And so what if I am? How does that matter?”

Twilight opened her mouth to speak but found herself shuddering in unexpected pleasure as the slimy appendage slipped further up, pressing against her pussy. “Isn't that incest?” She muttered, only to wince as the full brunt of Chrysalis’ disapproval hammered into her.

“I have told you already that you need to discard such notions. Changeling DNA is much different and we have no such worry when it comes to inbreeding.” She smirked. “Besides, we can choose if we want to knock up our partners or not, and something tells me you aren't ready to be knocked up by your mother.”

Twilight shuddered, hating how much she was enjoying the teasing and the feeling of the strangely soft appendage prodding against her hole. Already she could feel a thing trickle of lubricant slipping down her leg, her pussy spasming at the sensation of a potential mate being so close at hoof. Yet there was also a less primal part of her that had remained from her time as a pony which told her this was wrong, and that the pleasure she was feeling was shameful.

With her dual nature warring in her mind Twilight writhed in the other changeling’s grasp, at odds at how to proceed. She could tell from even a brief glimpse into the hive mind that this was not only natural but encouraged between changelings, even close family members often participating in this type of bonding without worry or care. Twilight could feel her resistance beginning to melt as she realized that she was indeed a changeling now, and though there was a vestige of her past pony self that resisted, that voice was growing smaller by the second.

Chrysalis could sense her daughter slowly allowing herself to feel the pleasure she knew must running through her mind. So with a swift buck of her hips she plunged her shaft into her daughter’s cunt and drew a startled gasp from her lips. “Stars above!” She cried, clutching Chrysalis’ back tightly.

The queen smirked, noticing how all resistance was now gone, replaced by a pleasure Twilight was finally revelling in. “Good, give in, enjoy yourself my daughter, it is only natural.” Chrysalis whispered.

“Yes mother.” Twilight muttered, biting her lip and clutching close to the queen.

Chrysalis sighed, pushing more of her ovipositor into Twilight’s depths, the changeling’s moist lips making the process surprisingly easy. “Oh my.” Chrysalis giggled. “You are so wet my daughter. Don't tell me you wanted this.”

Twilight’s face burned with embarrassment and when she tried to speak her words were ruined by the sensation of her mother's shaft slipping deeper inside her. “N-no.” She moaned suddenly, forcing her to press a hoof over her lips as she pressed her face into her mother’s neck.

The analytical changeling scanned her mind for an excuse, quickly finding that within the hivemind there existed the perfect excuse. “It's biological.” She sputtered suddenly.

Chrysalis raised an eyebrow. “Oh really? Do explain.”

“Changeling’s react to pheromones from other changelings and yours are very strong.” Twilight muttered, the excuse already feeling like a lie before she could even finish uttering it.

“You should not argue biology with a thousand year old changeling queen.” Chrysalis dragged a long tongue across her daughter’s cheek, making her shudder in confused pleasure. “You are a princess, those pheromones work only on drones.” The queen bucked her hips, burying every inch of her shaft inside her daughter. “Any other excuses?”

Twilight shuddered, feeling the strange prehensile cock twist and writhe inside her sensitive channel. She tried to think of something to excuse herself, scanning both her own memory and that of the hivemind, until finally she reluctantly admitted defeat, sighing and pulling herself close to her mother. “N-no.”

“Good, because your just starting to loosen up.” Chrysalis remarked.

Twilight shuddered, feeling her mother slowly drag her shaft out of her cunt. “W-wait.” Twilight gripped her mother a little tighter, unwilling to let the feeling of fullness leave so soon. “Can we just stay like this a little longer?”

Chrysalis leaned down, pulling her daughter’s face from her shoulder. “Fine. I sense you have questions anyway.”

Twilight’s eyes lit up as she felt her mother’s shaft sink back into the deepest reaches of her depths, filling her completely and making her shudder. “T-thank you mother.” She sighed contently, unconsciously nuzzling her mother’s cheek before realizing what she was doing and stopping suddenly. “Right, questions.” She shook her head. “First one would be how your ovipositor is able to move like that.”

“Like what?” Chrysalis gasped dramatically. “You mean like this?”

A sudden wiggle in the princesses’ midsection made her shudder in pleasure, the long slippery appendage moving around inside her. “Y-yes like t-that.” She shuddered, pressing a hoof against her midsection and feeling the large shaft move just beneath her chitin.

“As you know a queen doesn't have time to lay all the eggs of a hive of this size, thus we use ovipositors to deposit our eggs into nurses who can care for them better.” The changeling queen began, shifting her hips around as she spoke, drawing more adorable moans of pleasure from the adorable changeling princess.

“That makes sense.” Twilight remarked. “Which explains why it's able to move on it's own, and why it's not quite as hard as mammalian sexual organ.”

“It's called dick, honey.” Chrysalis quipped, noting the way her daughter’s cheeks lit up with embarrassment. “But yes, you are right. Changeling anatomy is adaptable, and I could make it as hard-” Chrysalis tensed, making her ovipositor suddenly became as hard as a rock. “-or as soft-” She released that tension, her shaft suddenly returning to it's former, rubbery feeling. “-as I like.”

Twilight shuddered once more, clutching the queen tightly as she felt her mother’s ovipositor twist and change inside her. “Fascinating.” She muttered, beginning to feel her pussy finally begin to loosen as relax as the last dregs of resistance slowly bled away. “One last question.”

Chrysalis raised an eyebrow. “That's a surprise. I would have assumed you would have several more.”

Twilight blushed. “Well this is a two parter.”

“Ahh, there's the catch.” The queen bucked her hips back and forth in a slow rocking motion. “Well, go on.”

The princess struggled to speak, surprised by just how good it felt to be so thoroughly violated by her mother and queen. “C-c-c.” She closed her mouth firmly before taking a deep, steadying breath. “Can you teach me how to do all this?”

Chrysalis gasped. “Only five minutes ago you were unsure of this entire thing, now you want to fuck your own mother. You are a naughty little thing, aren't you?” Chrysalis smirked, nibbling on her daughter’s ear and enjoying the heat she could feel radiating from the younger changeling’s cheeks.

“N-no! I er.” She shuddered once more, surprisingly turned on by having her mother’s sharp fangs brush over the tender spot of her ear. “Oh my, that is very nice…” She muttered, arching her back and allowing the queen to better access her ear.

The queen nibbled a little harder, drawing another surprised gasp of pleasure from her daughter, who found herself slowly melting into the embrace. The slow rocking motion she had maintained until now was abandoned, as the queen began to speed up, her shaft twisting and moving on it's own.

Pleasure that Twilight didn't even have a name for coursed through her mind and she found herself endlessly surprised by just how good it felt to be fucked and filled by her mother’s ovipositor. The ancient queen was nothing short of a master and every subtle movement seemed to brush against a different and even more pleasurable part of her pussy. Never straying on the same part of her for long before moving on, keeping every touch and caress new and fresh, never letting the younger changeling get used to the feeling.

Twilight could feel an orgasm already coming, and though that small part of her wanted to rebel again, a more primal, more dominant part of her shoved such a notion aside. They were bonding with their queen, being showered with attention and shown strange and foreign pleasure from the most important being in their life. The princess couldn't just throw that away, no matter how much her former self disliked the idea, she refused to hide how good her mother was making her feel.

“O-oh, f-faster please.” She whispered, clutching desperately to the larger changeling’s body as she rode the endless waves of pleasure.

The queen smirked, noticing the way her daughter leaned towards her, holding her close and clinging to the larger changeling with an intensity that surprised her. A small smile slowly crossed Chrysalis’ lips, and the changeling couldn't help but run her hoof down her new daughter’s face. The former unicorn had adapted surprisingly well to her newest change, and the fact that she had so readily given up that part of her former pony self made Chrysalis have hope that her ultimate plan would succeed. Twilight was strong, smart, empathetic, and above all, adaptable. All those years of adventuring and saving the world had evidently done wonders for the former mare whom had at one point, been only be described as bookish.

Bucking her hips a little harder, the queen hardened her ovipositor, pistoning it faster and faster into the smaller changeling’s pussy. The angle wasn't the most conducive to what they desired though, and the queen slipped herself between the legs of her daughter, distracting her with a sudden and deep kiss. Twilight managed a strangled eep before she melted into the kiss, surprised by just how good that long thin tongue of her mother felt inside her mouth.

Chrysalis smirked, feeling her daughter’s resistance melt nearly instantly, the former pony yielding to the queen’s advances and allowing the larger changeling complete control of her body. Control that the queen was more then willing to use. With a flip of her hoof the changeling rolled onto her daughter, her larger body pinning Twilight to the bed, her ovipositor remaining deep in the younger changeling’s pussy.

This time Twilight didn't even react, unsurprised by the feeling of her dominant mother taking charge and controlling her body in such a way. It was to be expected after all, as Twilight knew the hungry queen craved more, and she would never be satisfied with just a little control. The princess yielded instantly, allowing the larger changeling to pull Twilight’s legs legs up and prompting her to wrap them around her back. Following the unspoken command Twilight wrapped her forehooves around the queen’s body, unsurprised by the amount of flexibility her new body had.

A tingle ran through the queen’s body, and Twilight instantly realized that she had a less than secret love for this intimate, almost romantic way of love making. Chrysalis’ hips slowed, her neck pressed forward a little harder, as her tongue slithered a little deeper. Twilight initially found this a little strange, as the queen put off an aura of dominance and control that betrayed just how much she seemed to enjoy the more intimate encounter. Abandoning her pony way of thinking made everything make sense, as this was the most intimate bonding between a mother and child, and Chrysalis clearly loved her children more than anything else.

The young princess felt her heart melt at the realization, and though she knew a changeling could not give love in the more literal sense, she swore she could almost feel her emotion stores filling up. Revitalized by this realization the changeling pushed forward, wanting to show the old queen that she cared just as much as her new mother did. Though not wholly true, as there was still a small part of her that still found everything that had happened strange, she at least wanted to try, to show the old queen that this wasn't a one sided love.

Chrysalis smiled, feeling her daughter’s tongue push against her own, slipping into the queen’s mouth where they intermingled, the young changeling trying to replicate the way her mother’s tongue had moved only moments earlier. Though she couldn't quite replicate the ancient queen’s technique, the attempt combined with the pure desire to give back more than made up for it and Chrysalis found her hips slow even more, enjoying the kiss immensely.

Chrysalis had not had a royal in a long time, and as such she had never let herself grow truly attached to any changeling she had sex with. It was merely an act, though it was good for both parties, Chrysalis always knew that with time they would die while she persisted. With Twilight there was a chance that this would not be the case, with Twilight there was a chance to truly prosper in a way her kind had not done in centuries.

Twilight twitched, her eyes fluttering open for a brief moment, baffled by the feeling of love that suddenly emanated from the queen. Her analytical mind knew it was merely pheromones as she couldn't feel her love stores actually filling, but it was so close that she couldn't help but feel herself bonding with the queen even more.

Maybe this isn't so bad. Twilight thought to herself, her mind completely giving itself over to the pleasure without restraint.

There they remained for several long minutes, with Chrysalis only moving her hips every few seconds while they remained locked in a heated make out session, both unwilling to let the moment end quite yet. This was why they were here, this was what they wanted and how good the bonding, the pleasure, and the way time itself seemed to slow felt was beyond mere words. Only within the hive mind could such joy be truly expressed.

Changelings far and wide stopped and shuddered, the interaction between their mother and their newest sister so powerful that they couldn't help but feel a sliver of their shared joy.

All things must come to an end though and even Chrysalis could feel her legs begin to grow weak. The realization wasn't a sad one, and though she knew Twilight would be leaving soon, this would not be the last time they would enjoy such a bonding experience.

Pulling her tongue from her daughter’s mouth, the changeling queen pulled back slightly, giggling at the sight of the saddened Twilight looking up at her needily, her lips pushing out as she pouted. “Why did you stop?” Twilight whispered.

“We don't have all day my daughter, you have to finish the last of your lessons before you make your way back home.” She smiled faintly, planting a tiny kiss on the princesses’ lips. “Worry not my sweet, this will not be the last time we will enjoy each other’s bodies.”

Twilight didn't even blush this time, merely nodding sadly. “So what, we just stop?”

Chrysalis rolled her eyes. “I may have felt you cum a few times, but I’m not done yet.”

This time Twilight did blush. “Well go on then, use me as you see fit.” She smiled, brushing a hoof down the queen’s cheek. “It's only fair after all.”

“I suppose it is, isn't it?” She smirked. “Be ready child, this time I won't be quite as gentle this time.”

“Go ahe-AD!” Twilight yelped, feeling the changeling queen’s ovipositor suddenly harden completely before she rammed their hips together.

Despite the force of the thrust it still felt amazing, her new changeling anatomy apparently more than enough to stifle the blow and turn it into a pleasurable one. “Oh fuck yes.” The princess muttered, feeling her limbs fall slack as her queen began to really get into it.

Chrysalis’ hips became a blur, and within seconds the room was filled with the sound of their bodies connecting, the wet, meaty slaps alerting the guards that their queen was finally letting herself go. Each thrust slammed into the princess with such force that the bed rocked, her head slipping a little further back until it bumped into the headboard, her entire body crumpling as she was pushed back relentlessly. Twilight was forced to use a hoof to brace herself, lest she be fucked against the headboard itself.

Chrysalis smirked, noting how Twilight was forced to brace one hoof against her queen’s chest while the other kept her from being pushed back any further. She had more tricks up her sleeve though, and with a small push of her magic her already impressively large appendage grew even larger. The girth grew to the point it would put any stallion to shame while the length extended until her every thrust brushed against the changeling princesses’ womb.

Twilight cried out in wordless pleasure, intensely aware of her pussy stretching and growing as it was forced to contain the beastly appendage. She could feel ridges and bumps begin to form on the formerly smooth ovipositor, it's length changing to become perfectly adapted to Twilight’s pussy. Every thrust lit up the changeling princesses’ brain like a firework, her mother somehow being able to find every pleasure point in her pussy through touch alone.

She couldn't help it, and after only mere seconds of this amazing pleasure she came again. Reaching out with her hooves the princess clutched to her mother intensely, instinctively pulling the larger changeling closer as she felt her mind blank from the sheer intensity of it all.

Chrysalis smirked, slowing her thrusts slightly as she watched Twilight’s jaw hang open, her tongue lolling out as she was completely overwhelmed. I still got it. Chrysalis thought to herself, her thrusts growing short and slow in order to not push her new daughter too far, the queen didn't want her blacking out after all. Just another thing we are going to have to work on.

With a smirk still plastered to her face the changeling continued to pound her daughter's pussy with all the force of a jackhammer. Though she could feel her orgasm already coming on, Chrysalis used her considerable will to push it off for a few minutes. She wanted to truly bond completely with her newest daughter, and nothing did that quite like a ruthless pussy pounding.

Twilight’s legs had gone limp, the changeling lying there on the bed, unable to muster the urge to do anything. She wanted to push back, wanted to do something, but between Chrysalis’ perfectly altered ovipositor, the speed and strength of her thrusts and the queen’s sheer prowess in the art of sex she was rendered completely immobile. It was easily the greatest lay of her life, and probably the single most enjoyable hour of her entire existence. So good was the queen that it was like the very definition of pleasure was being rewritten in the young changeling’s mind, as this was beyond her former comprehension.

She knew then and there that nothing would beat this, indeed nothing would even come close to to the sheer amount of pleasure her mother was able to give her. The princess knew logically they would do something like this again, but now that such a thing became inevitable, she knew she needed this, needed to be made into this wiggling mass of pleasure. Another orgasm was already coming, mere minutes after the queen had begun her absolutely brutal assault on the mare’s cervix, causing the young changeling to grip her mother’s back and moan aloud.

“I’m close.” She whimpered, clinging to Chrysalis’ chest.

The queen smiled, slowing down just enough to allow her daughter to hold onto her body. “I’m almost there my dear, don't hold back now.”

Twilight nodded her head, whimpering her agreement as she felt Chrysalis’ hips regain their brutal pace. As the seconds ticked past Twilight could feel her mother begin to slow, her thrusts growing deeper, shorter and even stronger than before. She knew it wouldn't be long now, and she was curious just what was going to happen when she came, sure she could look in the hivemind and easily find out but Twilight found herself looking forward to the surprise.

A second later the queen lurched forward suddenly, pressing their lips together and forcing her tongue into her daughter’s mouth. Twilight wasn't surprised for long, and pushed her hips out, connecting them for one final time as Chrysalis’ ovipositor began to twitch and pulse.

The young changeling’s pussy spasmed, her body shaking as she felt the most powerful orgasm she had ever experienced tear through her body. Though she wanted to kiss her mother back, to give something to the elder changeling, she found herself completely unable to do anything other then lie there uselessly, too overwhelmed to truly do anything other than to lie there and take it.

Chrysalis wasn't exactly surprised by this change, and she swiftly adapted, dominating the smaller changeling’s body and controlling everything. Spurt after spurt of heavy green liquid lurched down her ovipositor, exploding into the smaller changeling’s pussy and forcing it's way into her womb, filling the deepest reaches of Twilight’s body with heavy gel.

The twitching mess that used to be a changeling princess merely continued to lay there, feeling her mother’s hard shaft pulse as it shot load after load inside her. She quickly found her stomach grow heavy, bulging with gellike liquid, and appearing nearly pregnant. By the time her senses returned and she was able to focus on her mother’s face, the shaft that she had grown so familiar with had grown soft and had finally stopped filling her with strange gel.

“Is it over?” Twilight mumbled, putting a hoof to her head as her eyeballs rolled around in her skull.

Chrysalis chuckled, leaning town and planting a light kiss on her daughter’s lips. “It is. Did you enjoy yourself my dear?”

Twilight nodded weakly, a hoof slowly rubbing her bulging stomach. “What was all that?”

Chrysalis smiled, tugging the mare back onto their sides, her shaft never leaving Twilight’s pussy. Now lying comfortably on her side, the queen pulled Twilight into a tight hug, running a hoof through her daughter’s mane. “That is simple lubricant that our bodies make naturally that aids the rebirthing ritual as well as the egg implantation process.” She smirked. “Though I rather enjoy using it as a cum substitute, and it seems as though you do too.”

“Yeah.” Twilight mumbled, still rubbing her belly. “How long will it last?”

“Oh about an hour, after that your body will break it down and dissolve it. It's almost completely water so in a pinch you could drink the stuff.” The queen stuck out her tongue. “Though I wouldn't recommend it.”

The changeling princess giggled. “Sounds gross.”

“Still better then dying of thirst, though not by much.” Chrysalis shook her head. “Now, I’m sure you have a few more questions in that inquisitive mind of yours but I would ask that you hold off for a second, I have something I want to say.”

Twilight nodded dutifully, snuggling a little closer. “Yes mother.”

Chrysalis rubbed a hoof through the changeling’s mane. “Good. I’m going to impart on you the basics of rebirth, egg implantation and everything else you will need to know via the hive mind. I will also tell you of how you can utilize your inherent magic to acquire the DNA of other life forms.”

The smaller changeling’s eyes went wide. “We can do that?”

“Yes. Though it's easiest to do while you are rebirthing another creature you can also use your fangs to suck out the essence of a pony or creature, allowing you access to it's genetic stock.” The queen shook her head. “It's not as easy to do as you might think and I would advise that you study the knowledge I am about to impart before you try to do so yourself.”

“Is that where the legend of the vampony comes from?” Twilight asked quizzically.

Chrysalis chuckled. “Yes actually. A greedy changeling may steal another creature’s essence and drain them of love, turning them into what look like zombies, until their bodies replace the energy and essence of course.”

“Well as long as I’m not hurting anyone…” Twilight remarked before snuggling into her mother’s chest.

Chrysalis smiled down on her. “You will make a wonderful changeling my daughter.”

“Are you sure?” Twilight asked nervously. “I still have so many pony ideas and-”

The queen placed a hoof over the changeling’s lips, silencing her. “Worry not my dear. A changeling must be empathetic and adaptable, you are both of these things.” She smiled. “Now, tell me of your plans once you get back to Ponyville, I fear we have mere minutes before you leave and I must hear how you will build your hive underneath the close watch of so many guards and while you speak I will give you the knowledge you will need. Including the process that allowed you to join our little family.”

Twilight giggled, hugging her mother’s midsection a little tighter. “Worried about me already?”

“Of course my dear, you are my last royal after all.” The queen shook her head, continuing to rub her hoof through the smaller changeling’s mane and down her neck. “Now, tell me how you will accomplish this great feat.”

“Well, I was going to start by-”

The changeling princess stopped just outside the hive exit. The towering structure having become nearly invisible even at the dozen or so feet away that she now stood, making her even more eager to return to the structure so she may go about plumbing the depths of the ancient building and finding out how it was able to hide in plain sight. Though she knew the basics of how it was able to do this through the hive mind, and could easily find out more via the link to her siblings, there was something about delving into the complex weave of a powerful spell that always excited her.

She turned away from the guards, a smile on her face and a bounce in her step. It would take only a matter of minutes before she could teleport to the fringes of Ponyville, but she had allowed herself a considerable amount of time wander and set up a cover story as she considered her circumstances and planned her next move.

Though she had told her mother that she had everything planned out already, that had been partially a lie. Sure she had a plan for everything but she had no secondary or tertiary plans, and those were just as important after all.

As the guards faded into the distance and the forest opened up before her, the changeling princess began plotting her rise, and ensuring that even while building a hive amidst ponies, she would be invisible and undetectable. First she would need to deal with her number one assistant, after that she would need workers, after that though… her plans got nebulous and she wondered which would be more pressing, a greater population, or better defences.

Though she hoped defences would be unneeded, she had to admit that after hearing just how good the royal guard had become at hunting changelings Twilight had to admit it was going to be necessary sooner rather than later. As the magic built, and her first teleport spell was assembling in her mind, she wondered just what she would say to Celestia if the time ever came.

A thought for another time. She dismissed, before lighting her horn and smiling widely. Either way, I will make you proud mother, and in the end, I will serve the swarm.

Author's Note

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Conversion

Twilight smiled, noticing from the position of the sun that she just over three hours before her little back up plan went into effect, giving her plenty of time to get home and make sure everyone understood that she was okay. She pushed her way through the last bit of the forest, brushing aside the thorns and branches that would have torn at her coat but merely bounced off her chitin. Her disguise was little more than an illusion for the moment, allowing her to traverse the last mile of the Everfree with surprising ease.

Her emotional detection seemed to work on animals and though she would have assumed they wouldn't be quite as easy to detect, the opposite turned out to be true. Though now that she thought about it, made sense, as Fluttershy had always said that her animals were just as emotional as most ponies she knew, sometimes more so.

With a smirk on her lips the mare stepped over the last bush and exited the Everfree completely before enacting her changeling disguise before discarding her illusionary one. With the return of her old skin came a strange sensation for the pony turned changeling, as it was both nostalgic and strangely disconcerting to look like she used to. She had spoken to other changelings while in the hive and had heard about how wearing a disguise can be uncomfortable at first but this seemed beyond that normal discomfort that they spoke of.

It was as if she was doing something she should not, and there was a part of her that rebelled against such an action. Pushing down that revulsion, the changeling shook her head and stepped fully into the mid morning light.

It was early, meaning there weren't many ponies wandering near the edge of town, and after expanding her emotional detection a little further she found only a few ponies around her. To her right she could feel somepony at the edge of the forest who was experiencing what tasted like anger, and a mix of resigned irritation and amusement. Evidently whomever it was had gotten a nice, if early wake up call.

The changeling could feel a few other beings moving around her, but no one had spotted her quite yet. Her excuse unfortunately relied on being seen though, so it was that she made her way a little further to the right before arcing towards town, ensuring that she caught a glimpse of a pony chopping down a tree before she made her way home. The flicker of recognition in the old stallion’s eye was all she needed, and judging from the slight confusion mixed with the recognition, it had worked perfectly.

With a smile on her face, the changeling picked up the pace, trotting a little faster towards town, only to stop when she had reached the edge of it. She turned, checking that her bags were bulging with clearly visible plants, but weren't spilling over quite yet. They looked perfect, as if she were in both a hurry, and had managed to gather quite a few of the strange blue and red flowers.

Knowing her excuse was perfect, the changeling trotted eagerly through town, her head down and a yawn on her lips. She could feel a few ponies spare her a glance, the slight tinge of recognition becoming a familiar flavor to the changeling over the course of a few blocks. With her confidence high the changeling trotted through town, making a beeline for sugarcube corner, her keen senses picking up the distinct smell of fresh baked goods from the other side of town.

In no time at all she made her way to the bakery, stopping for a moment to wave good morning to a smiling Bon Bon who sat beside a yawning Lyra. The changeling chuckled, noting how the unicorn was nodding off and slowly leaning against her friend, a thin line of drool slipping past her lips.

Twilight pushed her way inside and made her way over to the counter, thankful that there wasn't a line today. The changeling felt a sudden surge of joy, alerting her to the fact that Pinkie Pie had seen her, a second later the pink pony herself popped out of the back of the bakery, waving excitedly to the changeling. “Hey Twilight! Where ya been? Wait don't say anything.” The mare tapped her chin, her face screwing into a mask of concentration. “Was it a temple deep in the jungles, where you found an ancient and terrible relic of unfathomable power?”

The changeling blinked. “Not even close.”

“Darn.” The pink mare frowned. “Well where did you go?”

“I was looking for the rare black lotus which I thought was blooming the other night.” She sighed. “Unfortunately the textbook I found was wrong, but I did find plenty of Roibas though.”

“Rooi what now?”

Twilight rolled her eyes. “It makes for great tea, plus it's a perfect pick me up.”

“Ahhh.” Pinkie Pie smiled. “Neat! So, what can I getcha?”

“I’d like a black coffee and a danish please.”

“Coming right up!” The party pony disappeared, reappearing a second later with the changeling’s order in hoof. “That will be three bits please!”

Twilight hoofed over the bits and grabbed her food. “Thanks Pinkie Pie. See ya later!”

“See ya!” Pinkie Pie yelled, waving excitedly.

The changeling turned and left, sipping idly at her coffee and frowning when she noticed her new anatomy rendered it unpalatable. Taking a bite of the donut didn't reveal anything better unfortunately, as the sugar seemed to overwhelm the changeling with it's potency. Turning down the last street to the library the former pony dropped her treat in a nearby garbage can, frowning all the while. “Goodbye coffee, you were my oldest friend.”

Still, even with her snack now tasting like rancid burnt water and an overwhelming mess of sugar, she had enjoyed the variteble buffet of emotions that Pinkie Pie seemed to exude at any given moment. Over the course of the few minutes Twilight had been in the bakery she had tasted surprise, happiness, joy, amusement, and several others she couldn't quite place. That combined with the small bits of joy she felt when she passed by Ponyville’s citizens and the changeling was already well stocked with food she could actually enjoy.

Reluctantly, the princess pushed open the door to the library, flicking the open sign over and turning on the lights. “Hello? Spike, are you awake yet?”

The thump of feet coming from the second floor alerted her to the fact that her number assistant was indeed awake, and judging from the way he careened around the corner and sprinted down the stairs he had been a little worried. “Twilight!” The yell hit her a second before a wave of relief and joy pounded into her senses.

So overwhelming was this feeling that she stumbled back a step, narrowly managing to catch the leaping dragon in her hooves. “Woah there, what's going on Spike?”

Spike buried his face in the changeling’s shoulder, squeezing her tightly and nearly overwhelming her with a just how powerful his relief was. “I thought you ran away or something! I was this close from sending Celestia your secret in case of emergency letter.”

The changeling smiled, gently rubbing a hoof through the dragon’s spines. “I’m fine Spike, I left a note, remember?”

The dragon pulled back, looking up at her in confusion. “What are you talking about? You just left in the middle of the night without saying anything. You didn't even wake me up…”

Twilight sighed, putting the dragon down and taking a step back. “Look, obviously something went wrong as I was sure I left you a note.” She raised a hoof, cutting him off. “Regardless, I’m sorry I worried you.”

“You better be missy!” He crossed his arms over his chest, pouting. “I had to watch the library for like an entire day.”

“Oh you poor thing.” Twilight smirked. “How many customers did you have to help, five?”

The dragon’s eyes narrowed and he pouted harder. “No, like eleven.”

“You are so hard done by.” Twilight chuckled and made her way to the stairs. “If you will excuse me I have to dry these leaves quickly before they go bad.”

Spike followed close behind, eying up the mare’s bulging bags. “Is that why you left so soon?”

“Sort of. A textbook I was looking at told me of a rare plant called the black lotus that it said was going to bloom two nights ago. Unfortunately it was wrong, but I did find plenty of roibas, which made it at least worthwhile. And before you ask, it makes for a good tea.”

“Ahh.” He smirked. “Figures. I was telling the girls that you probably vanished after finding some rare something or other during your late night study session.”

The changeling dropped her bags at the door and turned, roughling the dragon’s scales. “You know me too well.”

The dragon smiled up at her before suddenly realizing something. “Where did you go anyway?”

Rather than be caught off guard the changeling smiled. “South end of the Everfree, but don't worry it's not quite as dangerous as the north and east. There's even a nice little town I stayed at near there.” She would have felt bad about lying to Spike, but it wasn't technically a complete lie, as one of the nights she had indeed stayed there after gathering enough of the plant to make her story believable.

“Oh.” The dragon scratched his head. “Did you at least find that black lotus thing?”

Twilight shook her head. “Unfortunately it's basically invisible when it's not flowering.” The changeling peeked under the desk before frowning and looking under the bed.

“What are you looking for?” Spike asked, following the changeling’s gaze.

“I’m trying to find what happened to the note I left you, it has to be around here somewhere.” THe changeling cursed under her breath. “This is starting to bug me.”

“Why does it matter, I mean your home now.”

Twilight frowned. “Still, it bothers me that it disappeared, I know I wrote it.”

Spike smiled. “You don't have to bother Twilight, I trust you.”

The changeling smiled, feeling a good surge of happiness flow into her. “Aww, thanks Spike.” Twilight quickly grabbed the dragon and pulled him into a tight hug. “I knew I could count on you to keep everything together while I was gone.”

“Well I am pretty awesome.” Spike muttered, hugging the changeling back and accidentally giving her a good supply of love in the process.

“Say, why don't you grab some bits and go grab us some brunch, my treat.”

“Really? You never let me pick.”

Twilight frowned. “That's not true, I…” The changeling withered. “Either way, that changes now.” She pulled out a bag of bits from her bag and placed it in the dragon’s waiting hand. “And yes, you can grab yourself some dessert while your at it.”

“Yes.” The dragon pumped a fist into the air before turning and scampering down the stairs. “Thanks Twilight!”

The changeling chuckled, watching the dragon disappear around the corner, the jingle of the door alerting her to the fact that he had completely left the library. A quick scan both magicaly and emotional told the changeling that she was indeed well and truly alone. With a sigh of relief, she discarded her disguise and stretched her wings, the gossamer appendages fluttering silently.

“Ahh, that feels much better.” The changeling did a quick stretch before reapplying her disguise and going out into the hall and down the stairs. “Can't risk taking it off for long…”

Though brief, it had been nice to get out of her disguise for a few seconds, and though she wanted to enjoy it for a little longer, she couldn't risk anyone seeing her. So it was that she slipped into the basement, closing and locking the door firmly behind her. Trotting into the centre of the room Twilight looked around, finding that everything was exactly where she had left it.

A few damaged bookshelves rested in a corner, beside which a few more boxes of old books rested. A desk resting beside that, upon which was her book repair tools, most of which had begun to gather dust. The changeling frowned, making a note to finally get around to fixing those few older books that had started to fall apart.

That wouldn't be for awhile though, first she had to secure the room.

Lighting her horn, the changeling enacted a plethora of anti scrying and privacy spells, at the end of which she could say for certain that no one save for princess Celestia could possibly spy on her and even then Twilight would know of it. Confident that she was now well and truly alone, the changeling discarded her disguise once more, a smile crossing her face.

She was about to start dusting before she facehooved, realizing that she had accidentally made it impossible for her to hear the bell at the door to the library. A quick scan with her emotional detection told her no one had entered, and a quick spell made sure to tie a mental ringing to the door being opened. With that secure she once more looked around, thinking of how best to start her hive.

She knew she would need a good digger, as her hooves were strong, but poorly suited to digging through the hard clay that surrounded the library and it would take awhile to get anywhere. Tapping her chin, the changeling paced back and forth, quickly realizing that she wouldn't be able to expand as easily as she first thought.

The tree itself was old, having been grown over a three hundred years ago and changed by a rather eccentric earth pony who had at first used it as a house. After she passed on the town had chosen to use it as a library, and since nopony knew how the old earth pony had managed to convert it into the home it had been, expansion was impossible. Twilight wasn't even sure if she could dig straight sideways. Though a good twenty feet below the surface of the street, the walls themselves were ancient tree roots, and though difficult to dig through, weren't impossible, but that wasn't what had her worried.

The tree was very old and any damage to it's root system could have dramatic consequences for it. The solution was simple, but did add another layer to her plans.

She had to dig straight down, far enough that she could clear the roots of the tree in order to avoid any potential pitfalls. It wouldn't be easy, as the trees roots no doubt reached far and wide, but due to the alterations the earth pony had made, their were far less of them directly beneath the basement floor. With that in mind the changeling got to work scanning deep into the earth, creating a mental map of the many root systems and clay deposits that may block her way.

After twenty minutes she had a relatively decent map of the underground, and a clear idea of the challenges she would face. Committing the entire thing to memory was relatively simple, as her changeling mind seemed more then capable of stowing complex images and recalling them perfectly at a later date.

“Just another ace up my sleeve.” She muttered before smirking, turning her head upwards towards the door.

A second later the door opened, the bell tinkling in Twilight’s mind and alerting her to the fact that her instincts had been correct. Fluttering her wings, the changeling flew to the top of the stairs before reapplying her disguise and stepping into the library proper.

“-here!” Spike yelled, holding several boxes of food in one hand while holding a gem covered ice cream cone in the other.

Twilight shook her head, smiling at the sight. “You know when I gave you that bag of bits I did expect change you know.”

Spike rolled his eyes. “The icecream was from Bon Bon who came in yesterday when you were gone.” He raised the cone up, showing it off. “It's a job well done present.”

“Well wasn't that sweet of her.” Twilight smirked, fighting the urge to laugh.

“Augh, puns.” Spike groaned, shuffling towards the kitchen. “If you need me I am going to be enjoying some brunch, I got you a daffodil and daisy sandwich, no crust.”

Twilight smiled, grabbing the offered box in her magic and following close behind the drake. “I think I’ll join you. Oh and Spike? Thanks.”

“Hey no worries, so long as your paying, I’ll get the food anytime.”

The changeling sat across from her assistant, smiling as she pretended to enjoy the sandwich she been given. It was fine as it's flavors were less intense then what other food she had tried since her change, but it was still nothing compared to the taste of love. Together the pair ate in relative silence, with Twilight watching as her assistant inhaled his rather impressively sized portion with little difficulty, all while balancing his ice cream in the other hand.

In the silence Twilight thought of what she would have to do to expand her new hive, only to be interrupted by a growling coming from her midsection. Spike raised an eyebrow, gulping down the last of his ice cream and looking over at the changeling. “Was that your stomach?”

“Err yes.” Twilight muttered, running a hoof over her lower torso and frowning.

“You must have been hungry, do you want some of my fries?” Spike offered, pushing his box of fries across the table.

“Sure, thanks Spike.” Twilight feigned a smile, forking a hoofull of the salty things into her mouth as her mind wandered.

What was that? She wondered, the strange feeling of emptiness suddenly catching her off guard.

It was as if her womb had growled at her, but that was ridiculous, right?

The changeling stopped mid bite, only now remembering the warning her mother had given to her. “A changeling princess or queen that finds themself alone will have an intense desire to produce more drones. This feeling is very powerful, and can be hard to resist but you must do so only when you have a nursery or have secured a few mates that will bear your brood.” Chrysalis remarked sagely.

Twilight blinked. “But what if I don't have any mates available?”

“Then your body will begin to grow and fertilize your first clutch in a matter of a month or two.” The queen’s eyes narrowed. “I would avoid this, as it is difficult to hide, and the first batch of drones will be weak, and not exactly the most clever. They make for good diggers and builders, but anything outside that is usually beyond them.”

The changeling princess shook her head, pushing the memory from her mind, and forcing herself back into the present. It was clear that she would need someone capable of digging her a nursery, and she had just the individual in mind.

Twilight grinned, watching as Spike used his claws to slice a gem in half before shrugging and tossing both sides into his mouth and chewing noisily.

All she had to do now was start on her hive, gather some love and wait for the perfect moment.

Spike rolled over in his bed, pulling the blankets tighter about his shoulders as he shivered against the slight brush of wind that rolled across the floor. He was tempted to hop into bed with Twilight again, as the mare seemed to have grown extra cuddly lately. Not like he would say he enjoyed getting cuddled by his sister, as that was so uncool, but he had to admit that it was kind of nice, plus Twilight seemed to keep forgetting the window open anyway.

With thoughts of a warm pair of fuzzy limbs waiting for him, the dragon perked up, glancing over at the bed only to find it empty. A tug at the blanket revealed his suspicions to be true, and the bed to be completely empty. “What the hay…” He looked around the room, finding that it too, was completely empty, save for the soft touch of the wind that caressed his cheek.

Pulling his small blanket up around his shoulders the dragon frowned and made his way over to the door. Normally he would have begun to panic, or look for a note, but this had happened once already only a few nights earlier.

Spike had woken up during the night and made the long sojourn to the bathroom seeking some relief from nature’s call, and when he returned he had found his sister gone, and her bed empty. That time she had left a note, and mentioned that she was in the basement tending to her tea leaf drying experiment, something she assumed the mare was doing once again.

The dragon thought it was silly that she would wake up in the middle of the night just to check on some leaves, but this was Twilight after all, and it wasn't exactly the strangest thing she had ever done. Spike opened the door and trundled down the hall, pulling the blanket tight around his body in order to fend off the midnight chill.

It was still strange though, especially when she said she wouldn't have to check them anymore.

Spike wondered what exactly was going on with the mare this time, as there was evidently something strange happening in that basement, and it wasn't just her sudden interest in tea making. Plodding through the quiet library was always a strange experience, one that Spike equated to the feeling of liveliness that the room usually had, but now did not, unnerving him. He shivered, walking a little faster and reaching the basement door in no time at all.

The dragon raised his hand and knocked on the door to the basement. “Hello? Twilight are you down there?” He leaned against the door, trying to hear any sign of the unicorn. “Twilight?” He asked a little quieter, suddenly realizing just how alone he was.

He gripped the door handle, expecting it to be locked like usual, only for it to open, swinging out and revealing a pitch black basement. Turning on the lights illuminated only the centre most of the room in a bright fluorescent glow, revealing the basement, and a hole that lay at the centre of which.

“What the hay?” Spike mumbled, noticing several floorboards had been pulled up, revealing a deep shaft that went straight down a dozen or so feet before turning suddenly and disappearing to the right.

His curiosity piqued, the dragon stepped quietly down the stairs, trying desperately to peer into the hole while also simultaneously wondering how exactly such a deep cavern had appeared overnight. Now that he thought about it, Twilight had been coming down here quite a bit and though she had officially said it was to fix a few books that had become damaged, she had finished doing that a few days ago and still she made excuses to come down here.

What did it all mean?

The dragon abandoned his blanket at the bottom of the stairs, walking slowly towards the hole before kneeling down and crawling the last few feet, paranoid about accidentally falling in. With his claws firmly clutching the floor boards the dragon peered over the side, only to frown when he realized it was too dark to see anything.

Summoning a bit of his dragon magic, he breathed a bright gush of flame down into the hole, illuminating more then the meagre light bulbs could.

The tunnel was as deep as he had seen from atop the stairs, but had also hid the fact that it was lined with some sort of strange green mucus that clung to the sides. It seemed thick, and covered just about every inch of the sides, even the roots, giving the entire thing a constructed yet alien look.

“Huh.” He whispered. “Creepy.”

“Now why would you say that after I spent all that time building it?” A voice from behind him asked.

The dragon nearly fell over the side in his haste to stand, only being caught by the magenta glow of someone’s magic. Finding himself aloft in a telekinetic aura, the dragon turned his head, only for his jaw to hang open.

“Twilight?” He muttered in disbelief.

The changeling chuckled at the upside down dragon, before turning him right side up. “Hello Spike, how was your sleep?”

He blinked, noticing something off about the way the light seemed to catch Twilight’s coat, the low light hardly illuminating the mare other then her… “Twilight, what's wrong with your eyes?”

“My eyes?” She blinked, only to remember her eyes had the same slitted appearance as her mother’s. “Nothing is wrong with my eyes, in fact they see better than ever.”

“What do you…” The dragon’s jaw hung open as she stepped into the light, revealing her black carapace covered body and thin gossamer wings. “What the hay happened to you?”

“Mother chose me to join her family, as I have chosen you.” She remarked simply, placing the dragon down in front of the hole.

“Okay so you've been replaced by a changeling, but why dig a hole in the basement?” he asked, tapping his foot and looking over the changeling’s shoulder and towards the door.

“Oh I haven't been replaced, merely changed.” Twilight smirked. “As for the hole, that is where our hive shall take root. Fitting isn't it? To take root amongst the roots of this great tree.”

“Yeah it's real poetic.” Spike remarked with a frown. “Was it supposed to be filled with water?”

“What are you talking about?” The changeling blinked, stepping closer only to stop. “You know you shouldn't lie to a changeling Spike, dishonesty tastes terrible.”

Spike’s eyes narrowed before he bolted for the door, breathing a burst of fire at the changeling as he sprinted away. The suddenness of it would have taken a normal pony by surprise but the changeling had tasted the anger brewing inside him and knew he was going to do something like this. The changeling conjured a quick shield to ward off the flames before pushing it forward and morphing it into a thick chain that bound the drake by the arm.

Unaware of the sudden shift, Spike ran to the end of his chain before getting caught and jerking backwards. “Hurk.”

Twilight dismissed the chain, frowning as she walked over to the prone dragon. “Honestly Spike, how many times have I told you to pay more attention to what's going on around you.”

The changeling clicked her tongue in annoyance before holding the dragon down and running a quick scan over his arm. “Good, you didn't hurt yourself. You seriously need to slow down alright? Your scales aren't going to save you every time.”

Spike winced, rubbing his wrist. “It really is you, isn't it?”

“Of course it is, now hold still.” The changeling lit her horn and cast a quick spell, making the slight throb in his wrist to go away. “There, now please pay attention, I don't want to have this issue again.”

“Why are you doing all this?” Spike asked hesitantly, gesturing to the floor and to the changeling herself. “What are you planning?”

“Oh Spike, you say that as if I have some grand plan for taking over Equestria or something.” Noticing the dragon’s deadpan expression the changeling sighed. “That is not what I had in mind. In fact I don't want to take over anything.”

“Bwuh?” Spike muttered, aghast. “But Chrysalis tried to take over Canterlot like a month ago.”

“She was… misguided.” Twilight shook his head before pulling the dragon up to his feet. “She believed that it would fix their food shortages for good, and forgot how love works.”

“Huh.” Spike rubbed his wrist one final time before looking up at the door. “I don't suppose your just gonna let me send a letter to Celestia, are you?”

“I’m afraid not Spike.” Twilight sighed. “Your important to the future of my hive, and my new family. I can't let you jeopardize that. In fact that's the entire reason I lured you down here.”

“What do you mean?” Spike asked hesitantly, backing up slightly.

“We need a strong digger, and I need your draconic DNA. It's important to the hive that we have access to the genetic advantages that your scales and breath could give us.” She smiled. “More importantly I need my number one assistant on my side.”

“You know how crazy this sounds right? You have to tell Celestia.”

“No!” The changeling placed a hoof on the dragon’s shoulder, forcing him back into a sitting position. “We can't tell her, not yet. I know how she would react and it would not be good. We need to build our strength first, and give me time to come up with a better plan to deal with that little potential calamity.”

Spike glared at the changeling, filling her mouth with the foul taste of anger. “The real Twilight would have gone straight to Celestia.” His eyes narrowed. “You are not her.”

Twilight sighed. “I suppose I was rather naive to believe that this would end any other way.” She gripped the dragon’s chin and forced him to look her in the eye. “Stare deep into my gaze and realize the truth.”

Spike tried to close his eyes and turn away but found himself held fast by the changeling’s magic, unable to tear himself from her now swirling orbs of purple. “N-no.” He muttered weakly, feeling his strength begin to leave him and his limbs grow heavy. “S-stop.”

His struggles continued to weaken until he lay slack in the changeling’s grip, standing stock still as he stared into the changeling’s swirling eyes. “Good. Keep looking into my eyes.” Twilight commanded.

The dragon grunted his affirmation, unable to open his mouth due to the sheer amount of attention he was forced to give to the changeling’s ensnaring gaze.

“You are mine now. I will make you into something better, more complete then what you were, but first.” The changeling sighed, shifting her back legs as something long and slippery pushed forth from between her legs. “We need to have a little fun.”

The changeling ran a hoof down her ovipositor, feeling the slick lubricant clinging to it and ensuring that it would easily be able to enter it's target. “Not to say this doesn't have utilitarian purposes as dragon DNA is hard to incorporate, necessitating a little… Injection, first.”

She chuckled, noting how Spike merely nodded slowly.

“When I clap my hooves you will wake up and do everything I tell you and you will enjoy every minute of it. Understood?”

The dragon nodded meekly.

“Good.” The changeling clapped her hooves together, startling Spike from his trance.

The dragon shook his head, rubbing his eyes and grumbling. “What the hay happened? Feels like I just stared at the sun for too long.”

“Weird.” Twilight smiled. “Are you feeling better now that we had our little discussion?”

Spike nodded. “Yeah, I guess I never really thought about it like that.” He tapped his head. “Uh, what were we talking about again?”

“Me being a changeling of course.” Twilight replied.

Spike nodded. “Oh yeah. Psh, that's nothing. So what if your a changeling?”

“I'm glad your so accepting Spike, I was worried you would hate me.”

Spike gasped. “Hate you? Twilight you practically raised me, I would never be mad at you… for long anyway.”

“Oh Spike.” Twilight pulled him close, squeezing him in a tight hug. “Thank you. Being a changeling has come with certain… challenges and I don't know what I would do if you hated me.”

“What kind of challenges?” Spike asked, squeezing the mare back.

“Well..” Twilight placed him back on the ground and focused, making her ovipositor grow long, hard and morph in order to perfectly mimic a cock. “It comes with certain urges.”

“Twilight what are you talking about?” The dragon looked down, following the changeling’s gaze, his jaw hanging open when he realized what exactly he was looking at. “What the hay? Why didn't you tell me you got turned into a dude changeling. Or whatever the male version of changeling is.”

“Oh I’m not a male.” Twilight shook her head. “It just comes with being a princess I guess.”

“Wow, a princess.” Spike muttered, his gaze lingering on the mare’s hard cock that now dangled between her legs.

“You like it don't you?” Twilight asked, wiggling her hips and making her cock bob, smacking against her carapace covered belly.

“Yeah.” Spike muttered.

“You think it looks tasty, don't you?” Twilight whispered, leaning close to the dragon’s ear and rubbing a hoof down his chest.

“Yeah.” He mumbled, staring at the very tip of her cock, wherein a single dollop of green pre dripped forth, making the dragon lick his thin lips. “It looks really good.”

“You want to make me feel good, right?” Twilight whispered huskily, leaning a little closer.

“Yess.” Spike’s body shook with need, hardly able to hold himself back from lunging forward. “Please, can I taste it?”

Twilight tapped her chin as if she were really thinking about it. “Hmmm.” The dragon’s face screwed up into a pleading look he rarely used. “Okay, but be careful okay? It's sensitive.”

Spike nodded dutifully, before Twilight released him, allowing the tiny dragon to scamper on all fours beneath the changeling’s body, eagerly crawling over to the towering pillar of glistening green changeling flesh. It was easily the largest cock he had ever seen, coming out at a few inches bigger then even Big Mac’s, meaning it was almost as half as big as he was. With that realization clear in his mind, the dragon stopped, wondering just how he was going to pleasure such a monster.

“Go on, what are you waiting for?” Twilight asked, wiggling her hips. “You want it badly don't you?”

“I do! But I’m so small, how am I supposed to… you know?” He gestured to her cock despondently, frowning at his own inadequate size. “I could hard even get my lips around such a monster.”

“You haven't even tried though.” Twilight pointed out, rubbing the dragon’s spines with a hoof and smiling. “Trust me, you can do this Spike.”

“Okay…” He grumbled, leaning forward once more, sniffing the heady scent of needy changeling.

It was a strange smell, the closest thing he could think of was lime, but even that did little to describe just how truly strange it was. The entire length was also far stranger than any dick he had seen, as it lacked veins or bumps, and though it had a flared head and a medial ring, that's where any such comparisons to a pony cock ended. The tip of her dick was also far wider, the hole much larger, a thick bubble of cum oozing out of it.

Without thinking Spike leaned forward, catching the dollop at the end of his tongue, surprised by his own sudden movement. The taste itself was strange, but not quite as weird as the scent, as it now tasted almost exactly like lime, one of his favorites.

“Oh wow, you taste good.” He muttered, before leaning back in and lapping at her tip.

Twilight chuckled. “Oh really?” She sighed happily, feeling a surge of pleasure shoot up her spine. “I didn't know.”

“Uh huh.” The dragon muttered, eagerly getting back to work.

His long, serpentine tongue made short work of the small build of pre, eagerly swallowing several spoonfuls of changeling semen before pulling back and licking his lips. “That was really good. I’m going to start now, okay?”

Twilight nodded. “Okay, just remember to watch your teeth, they are really sharp.”

Spike rolled his eyes. “Yes Twilight.”

The dragon leaned forward, pressing his lips against the mare’s strange green cock and shivering in excitement. It was his first real sexual encounter and though there existed a tiny part of him that found this entire situation strange, there was also a much louder voice that was too excited by the situation to really think about it. She smelled so good, tasted so good, what could possibly be wrong about such a scenario?

Spike shook his head and leaned forward, placing a hand against the changeling’s underside in order stabilize himself. His lips parted, and his tongue snaked out of his mouth in order to began lapping at the changeling’s cock, his eagerness driving him on. The dragon’s long thin tongue lingered over the edges of the strange appendage, and even more so around the hole, the male eager to taste more of that delicious liquid.

Twilight shuddered in pleasure, surprised by just how good it felt to have her ovipositor handled so gently. The dragon’s thin sandpaper like tongue felt surprisingly good as well, managing to tease another dollop of pre from her tip, which Spike eagerly swallowed. As the minutes passed the changeling became more used to the feeling, and as her lust built she began to want more than just the teasing she was getting.

“Go deeper Spike, use your lips.” Twilight commanded.

Spike nodded. “Yes Twilight.” He murmured.

The dragon eagerly dove back down, this time not merely stopping at her head and instead opening his lips wide and barely managing to fit the strange cock into his mouth. It was difficult, but the appendage was strangely spongy, and shrunk just enough that he was able to push it past his lips. Unsure of what to do, Spike pushed a little deeper, crawling forward in order to better swallow more of the huge appendage.

The dragon’s mouth felt a lot like his tongue, with the strange sandpaper like texture returning with a vengeance. Though one wouldn't think that was a good thing, Twilight’s changeling body was heartier than most, and the odd sensation made her shiver in pleasure. The heat was the next thing Twilight’s noticed, as the dragon’s breath was hot against her cock, making her shiver in anticipation. His mouth was even warmer still, and as her ovipositor pushed deeper, that heat grew, though never to the point that it became hard to bear.

It was a pleasant, almost calming warmth, one that only added to the pleasure of the moment and made Twilight wonder if it was purely a dragon thing, or whether or not a pony’s mouth would feel the same way. The changeling pushed such a thought aside for now, knowing full well that she did not have the time to find a lover, and she felt bad enough using her hypnosis on Spike, nevermind a random pony.

Pushing deeper, Spike grabbed Twilight’s attention rather suddenly, alerting her to the fact that he had grown hungry for more after pushing his face hard against her ovipositor while beginning to suck gently on her throbbing length. The changeling purred in delight, her wings fluttering absently at her sides as she basked in the lust emanating from her assistant. It wasn't a bad flavor by any stretch of the imagination, but she found that it grew better tasting the longer she indulged on it. Though it had no equivalent to a food that Twilight knew of, it was vaguely sweet, with just a hint of bitterness at the end, a bitterness that lessened as time went on.

The dragon continued on and on, pushing the delicious peice of changeling meat further into his mouth before he felt it hit the back of his throat. He lingered for a moment at that precipice, unsure of what he should do, only to shrug and push on after a second of thought. Twilight’s eyes went wide as she felt Spike’s tight throat begin to wrap around the head of her ovipositor, not even gagging as the large appendage slid deeper than ever before.

Right, he's a dragon, no gag reflex. Twilight thought to herself, remembering a bit of trivia she had all but forgotten of until this very moment.

With that in mind she wiggled her hips slightly, making sure she could feel Spike’s hot breath and that he wasn't doing anything foolish like holding it. With just a little bit of room left around the changeling’s ovipositor, Spike was able to breathe, albeit in short, shallow breaths through his nose. Still, he wasn't going to complain, as he seemed more than capable of taking her ovipositor as deep as he wanted.

Something he eagerly indulged in, the mental commands of the changeling pushing him to greater heights of depravity. Inch after inch slid down his throat at a rapid pace, the dragon having to crawl forward due to the sheer size of the invader now lodged in his throat. Throughout it all he had a smile on his face, his tongue lathering the changeling’ ovpipositor in attention while he sucked dutifully.

Though Twilight knew she could easily hold off on her orgasm, she saw no reason to delay the inevitable, so when she could feel the beginnings of one begin to stir at the edge of her perception she smiled, welcoming the coming feeling. Her body churned, ready to begin depositing eggs into her lover, only to find no eggs ready, leaving only a large amount of changeling lubricant that needed to be expelled.

Moaning loudly, the changeling bucked her hips forward, unable to resist the urge to stuff even more of her cock down the dragon’s eager throat. Several inches surged into his gullet, the dragon finding himself impaled on the massive appendage, his feet lifting from the floor as the ovipositor began to twitch. On cue, his own comparatively smaller cocks began to spurt, shooting twin streams of thin, watery seed all over the floor.

His eyes rolled into the back of his head, his arms and legs hanging loose at his sides as the most intense orgasm of his entire life exploded through his body.

A feeling Twilight shared as well, her gossamer wings fluttering to the point that she very nearly lifted from the floor. The surge of lust that came from Spike was delicious but not quite as delicious as when he came, filling the changeling with utter joy, tinged only with hints of lust along with the same strange bitterness. Now that she thought about it, the bitterness was in all his emotions.

Probably a side effect of the hypnotic control. She figured, pushing that thought aside for now as her ovipositor began to erupt with changeling lubricant, her body churning as it began to fill the dragon’s stomach with the green gel.

The dragon didn't seem to care, merely dangling there on the end of Twilight’s cock as thick green lubricant began to stuff his stomach nearly to capacity in only a few spurts. The stuff was so thick and came in such massive spurts that Spike could feel his already bulging throat distend even further as the load after load surged into him. As time passed the dragon’s orgasm petered out, and his senses seemed to return, making him realize the strange position he was now in.

Yet even then he didn't panic, merely waiting a few more seconds as Twilight’s dying orgasm finally petered out completely. Only then did he extend his legs, and with a firm grip on the floor, began to extract the massive appendage from his body, pulling himself down it’s length.

Twilight sighed, bending her knees slightly to allow the dragon a better grip, which he eagerly used to pull himself back further. The heat of the dragon’s body had grown surprisingly familiar, to the point that now that she lacked it, Twilight almost wished she could feel it's return. Shaking her head, the changeling took a step back for a second, smiling as Spike wiped his lips and swallowed, rubbing a hand over his slightly distended gut.

“Enjoy yourself?” Twilight asked.

Spike nodded weakly, still rubbing his stomach. “Yeah, that was really something.” He blinked, poking his stomach. “Is it supposed to feel like that? I thought cum was all watery and stuff.”

“Not changelings. We don't actually have semen, but rather lubricant for the purpose of depositing eggs.” She smiled, running a hoof through the dragon’s scales and earning a blush from her assistant. “But I don't have any eggs ready right now.”

“Ahh, that's weird.” He winced. “I mean…”

Twilight shrugged. “Don't worry about it. It was kind of weird at first as well, but now that I’ve had time to think about it’s not so strange.”

“I guess.” Spike licked his lips, looking down at Twilight’s bobbing ovipositor. “Can we do that again?”

“I’m afraid not right now, I have a different kind of fun in mind.” She said with a smirk.

“Oh?” Spike blinked. “Like what?”

“Well…” She smirked, circling the dragon and eying him up, her gaze lingering on his surprisingly round butt. “I was thinking of using your other hole. I have to make sure what comes after works, which means plenty of injections.”

The dragon blushed hard, looking over his shoulder at his ass. “Are you sure? That doesn't sound like fun. What's coming after, anyway?”

“You will see my young assistant, you will see.” The changeling placed a hoof on the dragon’s shoulder and pushed him forward, making him land with his hands on the floor.

The changeling eagerly moved into position over the kneeling dragon, making him gulp as he looked up in a mixture of fear and anticipation. Just as Twilight was ready to get started she realized just how glaring their size difference was, as she could hardly even bend down to his level without falling over.

“This is not going to work.” She muttered, taking a step back.

Spike blinked, looking over his shoulder in confusion. “What do you mean? Should I push out my butt more?” The small dragon did just that, pushing out his ass and lifting his tail out of the way. “Like this?”

Twilight was about to say something only to find the words to hitch in her throat, unable to utter what she had been about to speak. His ass was surprisingly wide, large enough to rival that of a pony’s now that she thought about it, and though his diet was mostly gems, he also had a sweet tooth bigger then anypony save for maybe Pinkie Pie. All of which meant that his plush, peach shaped posterior was absolutely delectable.

“Twilight?” Spike asked nervously.

“Whuh?” The changeling shook her head, dislodging the lust that had nearly clogged her senses. “Oh uh, just hold on a second.”

Twilight tapped her chin, thinking about how best to go about actually fucking the diminutive drake. Sure she didn't have to, but after seeing just how good his butt looked she couldn't back out of it now, her ovipositor had practically throbbed at the mere sight, nevermind how good it would actually feel to have her slimy appendage rammed up his back door.

“I got it.” The changeling announced excitedly.

“Got what- whoa, warn me when you do that.” Spike whined, having been picked off the ground and unceremoniously lifted into the air by the changeling’s magic.

Twilight giggled. “Sorry Spike, I just figured out a solution to our little problem is all.”

“Oh?” He asked curiously, watching as the changeling lay on her side before shifting onto her back, her wings splayed and her ovipositor laying against her chest, twitching occasionally.

The dragon gulped, his eyes once more drawn down to the massive appendage, before licking his lips as he eyed it hungrily. “Thirsty for more?” Twilight teased, floating Spike down onto her chest, his butt facing her ovipositor.

Forced to look the changeling in the eye made Spike blush profusely. “I…” He gulped. “Y-yes.” He muttered.

Twilight smiled, roughling his scales with a hoof. “Don't worry Spike, you will enjoy this even more than when you sucked it, right?”

The dragon’s eyes glazed over for a moment. “Yes Twilight.” He muttered in an even, monotone voice.

“Good, because I just know you are going to love being stuffed full.” She giggled, her ovipositor brushing against Spike’s hole and making him shudder, emitting a burst of delicious lust.

Spike shook off the fog that hung over him, suddenly remembering where he was, and what he was about to do. With a blush on his face, the young dragon shifted his weight around, slipping his feet to the ground and his hands against Twilight’s chest, keeping him up and allowing him to line himself up against the massive appendage poking against his back door.

This time Twilight didn't bother pretending that it was a cock, allowing the ovipositor to remain as soft and slippery as usual, knowing full well how much more difficult this hole was going to be to penetrate. Spike nervously began to crawl back, glancing over his shoulder occasionally in order to ensure he was going where he was supposed to.

He stopped just as she felt his hole brush against her ovipositor, a look of fear and confusion in his eye. “Are you sure about this Twilight? Your really big and I want it but..” Spike bit his lip and looked down.

Twilight smiled, reminding herself of the necessity of what she was doing. “Trust me Spike, this is going to feel great.” The changeling pushed a little magic into the phrase, making sure it took root in the dragon’s mind.

Spike shook the distant expression from his face. “Actually that does sound really good.” He bit his lip and looked back at the throbbing green length of changeling shaft poking against his rear.

Twilight smirked, deciding she had been teased long enough before suddenly pushing her hips forward and forcing the slimy appendage into Spike’s back door. The natural lubricant still clinging to it allowing the ovipositor to slide several inches inside him before finally stopping. The dragon’s wide eyes fluttered for a moment, surprised by the sudden surge of pleasure coming from between his back legs. The fullness was there, along with the feeling of tightness that came with having something so big jammed inside him, but there was also something else. The way it moved, the way it seemed to wiggle inside him made him think that it had a mind of it's own.

Bucking her hips again, Twilight managed to startle Spike from his reverie, alerting him to the fact that he had yet to move, and the changeling had grown hungry. Gripping the changeling’s chest a little tighter, Spike pushed back against the massive appendage, surprised to feel several more inches sliding inside him with relative ease.

The dragon shuddered suddenly, Twilight being able to taste a hint of the pleasure he felt, as well as the lust that emanated from him. “Enjoying yourself?” Twilight teased.

Spike nodded. “This feels really really good.” He muttered, a hand going down to his stomach, only for his eyes to go wide. “Is that?”

He looked down, quickly finding that his stomach was bulging, his body barely able to contain the changeling’s throbbing shaft. Twilight smirked, running a hoof over the bulge and giggling as another moan spilled from Spike’s mouth. “Your enjoy that little bulge I’m making, aren't you?”

Spike whimpered meekly. “Y-yes.”

I didn't give him that desire. Twilight chuckled, noting that she must have found something he genuinely enjoyed. Maybe I should put some eggs inside him when the time comes. Twilight shook his head, not wanting to think about eggs quite so early into her princesshood.

“Well, go on, I have a lot of dick left that needs a home.” Twilight prodded, giving her hips another teasing buck.

“S-sorry.” He muttered, removing the hand from his midsection and gripping the side of Twilight’s black chest.

The changeling smiled, watching as Spike shifted his hips backward, pushing more of her ovipositor into his depths and making the bulge in his belly grow ever larger. With a smirk on her lips, the changeling bucked her hips, only to find that she had hit a wall and she could no longer fit a single inch into the diminutive dragon.

“S-sorry Twilight, I don't seem to have any more room left.” Spike muttered sadly, one hand rubbing the large bulge her ovipositor made in his stomach.

“Don't worry Spike, I’ll think you’ll find that we changelings are quite-” She smirked. “Adaptable.”

A sudden surge of movement made Spike’s eyes go wide, the shaft inside him suddenly surging deeper, as if it had simply turned and began to move all on it's own. “What the- oooh.” A dopey smile crossed his lips as he felt the strange appendage burrow deeper inside him. “That's good.”

Twilight giggled at her assistant’s expression, watching as his tongue lolled out of his mouth, so overcome by pleasure that he wasn't even aware of the weird look he now had plastered onto his face. “What did I tell you Spike? I knew you would love it.”

The dragon hardly even acknowledged her, his body shaking as he felt her shaft shift and move, tunneling ever deeper. It was a strange, utterly alien feeling, but was also one that Spike had to admit felt bizarrely good. He had been dissuaded at first when he felt as though he had run out of depth, but now that he felt his belly continue to fill with the changeling’s alien appendage, he felt pleasure unlike any he had ever experienced.

He wouldn't be distracted again though, and even if a part of him wanted to lay there and take it, he refused to simply be a bystander again. The little dragon clutched the changeling’s chest tightly before pushing back, the slithering appendage inside him surging even deeper. Twilight could only lay there as it became her turn to be overwhelmed by pleasure.

His throat had felt good, the heat, the warmth, all of it was perfect, but now, everything had been ratcheted up to eleven. The way his ass squeezed down around her ovipositor was perfect, the young dragon having already adapted to her massive appendage invading the depths of his ass. Add to that the pleasant heat that came with plunging her shaft deep into Spike’s body and it was no wonder Twilight lay there, shell shocked and baffled by just how good this was.

Their moans intermingled and grew, filling the basement with the sound of their love making, while Twilight eagerly gobbled up the love they produced. It was pure, and delicious, only tinged slightly by the hypnosis she had used earlier, making the changeling wonder if this was truly something the drake enjoyed, and just how much of his enjoyment had been her suggestion. Pushing aside those thoughts for later, Twilight brought her hooves up, gripping the drake’s sides and smiling when she felt his body shudder beneath her touch.

“Your close, aren't you?” She asked, whispering huskily into his ear.

“Mmhmm.” Spike muttered back, biting his lip.

“Than let's make it quick, shall we?” Twilight said with a smirk, buck her hips and forcing herself deeper into the dragon’s ass, a move she repeated over and over again.

Spike wanted to move faster, to force his hips back against Twilight’s at a faster pace, but she was already moving so fast that he could hardly even hang on for the ride, nevermind contribute much more than the occasional slight push. Twilight’s newfound flexibility was put to the test as she absolutely jackhammered Spike’s ass at such a rapid pace that the dragon could hardly tell the beginning of one thrust and the end of another.

All he could do was hold on as he felt his sister pound his ass with such a fervor as to make his body feel as though it had been transformed completely into little more then a hole for the changeling to use and abuse as she saw fit. The idea was so erotic, so debased that Spike found himself shivering in ecstasy as he realized just how truly subservient he had become. Something that Twilight couldn't help but notice, cracking a wide smile at the way his tongue fell from his mouth, a dopey grin plastered onto his face.

Gripping his hips with her hooves, the changeling continued to slam into him, already feeling the end drawing closer by the second. Her orgasm, which had at first risen almost a little too quickly, had begun to feel more normal, allowing her to push it off slightly, knowing full well that Spike wouldn't last more than a few seconds. Any longer and she was sure she wouldn't be able to keep up, but this much she could indeed do.

As she slapped against the dragon’s small yet supple ass for the final time, she felt his cocks twitch and with that final sign, she threw herself into one last powerful thrust. The ensuing wet slap of their hips connecting was audible over even their moans of lust, only furthering their pleasure. Then, all at once, things came to a head as both parties finally succumbed to the pleasure and began to cum, hard.

Spike’s cocks dribbled weakly, spurting thin streams of weak, watery cum against the changeling’s chest. While Twilight’s cock absolutely exploded with gel, filling the dragon far more than she had only a few minutes ago. Within seconds his stomach bulged far more, making the little dragon appear pregnant somehow. The sight was an erotic one and Twilight giggled, running a hoof over it as she smiled at the dragon.

When Spike’s senses returned, he followed Twilight’s gaze down, his cocks twitching their final few spurts as he beheld just how truly massive he had grown. The sight made his dicks twitch a little harder, spurting just a little more cum from their depths as he witnessed how bloated his form had become.

“Oh my gosh Twilight. That was so amazing.” He muttered, slumping against the changeling’s chest and breathing heavily as the last of his orgasm petered out.

Twilight smiled, feeling her body continue to pump the last few weak shots of gel into the drake’s body, further bloating his belly another inch before falling still. “I’m glad you enjoyed yourself, but the night is far from over yet.”

“What do you mean?” He asked, eyes going wide as a smile spread across his face.

“You need to join my hive of course.” The changeling giggled. “It's time you became family in not only name.”

Spike’s cheeks lit up with a bright red blush. “You mean it? We would finally be… you know?”

“What should I call you, brother, or perhaps son?” Twilight asked, smirking as she already knew the answer.

“Well if you wouldn't mind… I’d like it if you called me your son.” Spike smiled faintly, looking up at the changeling with hope in his eyes.

“I think that is a very apt choice, considering what is going to happen next.” Twilight pointed out, smirking at the drake’s confusion.

“What do you mean?” He asked.

The changeling merely tsked, booping the dragon on the snoot and smiling. “That is for me to know, and for you to find out in mere moments.” She chuckled, gesturing to his body, which was still impaled on her ovipositor. “Now if you wouldn't mind, I kind of need my bottom half back please.”

Spike blanched. “Oh yeah, that might help.”

Twilight shook her head, watching as Spike stood on shaky legs before having to walk several steps forward, her ovipositor slowly snaking it's way out of his lower intestine until eventually it slipped all the way out, leaving a thin line of green slime down the cleft of the drake’s ass. Once free from the lengthy invader, Spike sighed, rubbing his belly sadly, already dreading the absence of the massive appendage from it's spot deep inside him.

“Don't worry Spike, you will love what is coming next.” Twilight promised, leaning forward and planting a kiss on the dragon’s lips, before slipping out from beneath him and standing up.

“If you insist… Though I doubt anything could beat that.” He shuddered, rubbing his gel filled belly absently.

“Oh Spike.” Twilight giggled.

The changeling stood and went through a few quick stretches, ensuring that her body was limber enough for what she was about to ask of it. When no irritating pops or aches and pains coming from her joints, the changeling pushed her magic into her body, following what her mother had taught her. The process was slow at first, but she had already done the majority of the changes before Spike had gotten down here, meaning it didn't take long for her to finish the final preparations she needed to make to her body.

With one final scan again bringing up the all clear, she smiled, feeling a renewed sense of purpose as she realized just what exactly she was about to do. She knew that it was not something her pony self would ever dream of, but that didn't bother her as much as it once would have, and she merely chuckled at the thought instead of blanching in terror. What happened next was both a mercy and a joy after all, and one she would bestow on Spike with pride.

A mercy in the fact that he would be spared forever from Chrysalis’ potential ire, and a joy due to the fact that the young drake had always craved to truly join Twilight’s family in more than mere name alone. Indeed Twilight remembered well the long nights she had spent when he was young, consoling the young dragon when he grew despondent over not having a ‘true’ family.

With a smile on her face she turned to face the dragon, noting the way he stood there awkwardly, hopping from foot to foot as his hands stayed glued to his belly. “Are you ready?” He asked nervously.

Twilight nodded. “Yes, I’m ready to make you apart of my very large family.”

Spike’s wide smile faltered for a moment. “So how exactly does this work anyway? Do you cast a spell on me or…”

The changeling shook her head and sauntered over to the dragon, giving hre hips a little wiggle as she felt her pussy already begin to distend to the needed size. “Not quite.” She smirked. “What I’m going to do is stuff you inside my pussy, then force you into my womb. From there I will remake your body and mind, adding your genetic material to my own stock, as well as connecting you to the hive mind.”

Spike blinked. “And then I’ll be your uh, son? Right?”

Twilight patted the dragon on the head. “Then you will be my son, and we will be as close as a mother and her child could possibly be.” She smiled. “Are you ready?”

The dragon nodded eagerly. “Yes ma’am. What do I do?”

“Just stand right there, I’ll handle everything else.”

Spike did exactly that, biting his lip in an effort to hold back the eagerness that threatened to spill out of his very being at a moment’s notice. That was until he noticed the way she walked into position, turned around, and presented her gaping pussy to him.

“Holy moly.” He muttered, gazing up at the changeling’s distended cunt, transfixed by the slight trickle of green slime that dripped from it. “Whoa.”

Twilight smirked, watching Spike over her shoulder. “Are you ready Spike?”

“Ready mom!” He shouted, raising a fist in the air.

“Good, now raise your hands above your head and hold them together, okay?”

Spike nodded, doing as he was asked and assuming the aforementioned position. “Ready.” He announced happily.

Twilight nodded one final time before stopping suddenly. Placing a hoof against her chest, the pony turned changeling sighed deeply, pushing down the last remnant of her former self and putting any remaining worries to rest. This would make her hive strong, give her a perfect digger, add more genes to the pool that she could pull from, as well adopting Spike the changeling way. Plus, she had to admit that she had grown used to the hive mind’s presence during her stay at her mother’s hive and it's now muted presence was disturbing. Having another voice to add to the chorus would certainly be a pleasant one.

“Now or never Twilight.” She muttered, before lighting her horn and quickly casting a quick breathing spell on Spike.

Just as she was about to push back and begin the long and arduous process of rebirthing the dragon, a sudden presence settled into her mind and she could feel her mother’s pride course through her. With a smile on her face, the changeling pushed back, dropping her hips and making Spike gasp in surprise. The changeling’s back end easily engulfed his hands, wrists and even swallowing everything all the way up to his head with absolutely no difficulty.

The dragon watched on in stunned admiration as the changeling's pussy swallowed his arms whole and descended over his head, making his spines vanish. Her momentum carried her further, with the changeling’s pussy swallowing nearly his entire head before slowing, her pussy simply not wide enough to get over his nose.

Spike blanched, pulling in his nose and wiggling his head, trying to help his mother out in any way he could. Twilight appreciated the effort, but couldn't exactly thank him given the fact that her jaw was clenched so hard she could probably bite through oak. Pain was minimal, but far more immediate than that was just how strange it felt, between the completely bizarre nature of such an act and the sheer amount of stretching going on, Twilight’s mind had nearly slowed to a crawl.

Just as she feared as though she had frozen up completely, instincts she didn't know she had suddenly took over, her body adjusting quickly, and allowing the dragon’s head to slide inside her. The changeling’s pussy eagerly swallowed the dragon, managing to squeeze his shoulders inside her, as well as the upper half of his torso. With a grunt, the changeling pushed harder, throwing her weight down as hard as she could.

Inch after stretching inch slid inside her, warping and distorting her stomach as the dragon’s body forced her midsection to distend. Knowing Spike was probably about to panic about his loss of air, Twilight channeled her magic and pushed a wave of calm through him, making his muscles fall slack as he no longer needed to breathe at all. Which had the adverse effect of allowing more of the dragon’s body inside her, to the point that the tips of his fingers brushed against her cervix.

Twilight shuddered as she felt the dragon’s claws threaten to sleep into the furthest reaches of her body, the brief touch causing the mare to feel a bolt of electricity shoot down her spine. She was nearly there, nearly ready to begin converting the first member of her hive, and the anticipation was palpable. So excited was the changeling that she couldn't help but push down a little more, lighting her horn and using her telekeneisis to actively shove him deeper.

Spike seems to get the memo quickly and with the next shove, his clawed fingers pierced the changeling’s cervix and thrust into her womb. An action that nearly made Twilight cum right then and there, only for the ensuing several inches of dragon sliding inside her to do just that, his thick scales brushing against her love button.

“By the first mother.” The changeling muttered, her own mother’s favorite curse popping into her mind all on it's own.

Her body quaked, her hooves trembling as her pussy spasmed suddenly. The pleasure was unlike anything she had ever experienced and even her mother’s very, very vivid description could not do the actual even justice, and she wasn't even done yet. The thought brought a smile to the changeling’s face and she felt herself giggling like a filly after realizing that after she was done, she would get to do it all over again as she gave birth to him.

“Maybe I should rebirth more creatures.” The changeling mused aloud, her mind already racing with ideas of who would make her belly bulge the nicest.

She took a moment to stop and look down, noticing the way her chitin parted to reveal a segmented green section of bulging flesh. The sight made Twilight think of chainmail under plate mail, and how it would bulge slightly in some places. She shook her head and pushed all thoughts of giving her belly some attention off for now, she had yet to complete even the first stage.

With a grunt of effort she hefted her back end, accidentally lifting the dragon’s feet from the ground, before slamming back down, forcing the dragon deeper, making almost his entire body vanish inside her. The changeling could feel the way her cervix stretched, being forced to accommodate the young drake’s arms just past his elbows while his stretched stomach just barely snuck inside her.

Though she didn't want to do it, she felt herself stop, needing a moment to catch her breath and just breathe, almost too caught up in the moment to remember to do even that. She chuckled at the thought, using the moment of rest to turn her attention inward, judging what Spike was thinking and feeling at this moment. She blinked, surprised by just how much joy he felt, nearly overwhelming the changeling by just how much of it he was currently experiencing.

This joy was different though, it was pure, unbridled and completely his own, not having been affected by Twilight’s little suggestions in the slightest. Twilight wished desperately that she could reach out and simply touch his mind and find out his every thought and emotion, but this was simply not possible, yet. It was only that small addendum that saved her from feeling dismayed, and the changeling eagerly looked forward to the connection they would soon share.

For now she was forced to simply monitor what he felt, and judge based solely on that, and from that alone, she could tell he was enjoying it, as well as looking forward for what came next.

Not wanting to leave her first progeny waiting, Twilight again gripped the ground and brought her back end down hard, again lifting the dragon’s feet before slamming back down. Her body had adjusted fairly well, the instincts intrinsic to her new being helping her to adapt far faster then she normally should. With that in mind she expected to finally get over the widest part of the dragon’s belly, and plunge almost his entire body within the tight confines of her cavernous pussy.

What she had not expected was the dragon’s erect cocks to drag themselves across her clit, making her eyes go wide as a moan exploded from her lips. “Holy fuck.” She muttered, barely able to stay standing as the unexpected pleasure coursed through her.

She had grown used to the way her pussy had grown sensitive, and had adapted well to the truly earth shaking amount of pleasure that came with the dragon’s body stretching and distorting her birth canal. What she had not been ready for was the rough treatment her clitorous had gotten, which also had the adverse effect of bringing on another rather sudden orgasm.

The changeling’s vision suddenly filled with stars, as her entire body shook, the strength suddenly disappearing from her back legs. With a startled half moan, half yell, Twilight fell backwards, her pussy swallowing every inch of the dragon, and pushing part of his head into her womb. The ensuing secondary eruption of pleasure that came with having her cervix stretched and her womb filled made her orgasm surge to new heights.

Twilight’s mind blanked for a moment, her conscious mind so filled with pleasure that it temporarily stopped working. Then, with a surprised yelp, the changeling’s mind suddenly lurched back into consciousness, after only a second or two had passed.

In that time, Spike seemed to have came, his cocks now twitching and erupting, painting her insides in his watery seed. Twilight could feel his joy and lust fill her both physically and emotionally, her already well stocked reserve of love filling almost to the point of becoming overful. The changeling wasn't even completely sure how to stop herself, and she hoped she could begin the rebirthing process before she filled up completely, she didn't even want to know what would happen if she consumed too much emotion.

A gentle nudge made Spike remember what was going on and what he had left to do, prompting him to slip his clawed hands deep and begin pulling his body upward. The position was an awkward one though, and Twilight had to lay on her side before he was able to make any headway. The changeling helped as well, using her magic to push him deeper and trying to ignore the ever present feeling of strangeness that still lingered at the edge of her mind.

It wouldn't be long now and with each shift of the dragon’s body more of him slid inside her, until at last she could feel her cervix stretch and her womb bulge. Spike’s hips had slid inside her, and with so little of him left outside her womb, Twilight’s heart began to flutter in her chest. This was it, this was the moment that it all truly began, when he would be added to her hive, and his genetic material joined the pool.

With one last push of her magic, the changeling shoved the dragon’s feet into her womb, Spike unconsciously shifting his weight around and curling into a tight ball. Twilight sighed, feeling her body already beginning the first stages of the change. Knowing that she had a few moments to herself the changeling rubbed her now massively bulging belly, noting the way her chitin had grown thin, but now covered her entirely, the plates having shifted enough to protect her utterly.

The thought of being protected as her body adapted was a nice one, though it was also an unnecessary one. It wasn't like she was going to be interrupted here of all places, as her magical defences were considerable after all.

Twilight smiled, feeling a strange song suddenly pop into her mind. Chuckling softly to herself, the changeling began to hum the tune, remembering the notes her mother had sung while she was undergoing this exact process. While continuing to hum softly to herself, Twilight continued to rub her belly, noting the way that it was large enough to make her appear pregnant with triplets and ready to pop at a moment’s notice. She couldn't help but think it looked kind of good on her, though a more primal part of her felt oddly vulnerable like this.

That feeling was hard to shake, and it made Twilight wonder where exactly it had come from as it seemed like the instinct of a queen, not a princess. She was, after all, expected to occasionally bear a clutch of her mother’s eggs if need be, though Chrysalis had said this would not likely happen. That realization had been both a good and bad one, one that Twilight had to put off contemplating for now, as she could feel the next stages of the change begin inside her.

The changeling’s distended cervix had just closed completely, and the first step of the rebirth had begun. Her body seemed as eager as she was, and launched into the next stage quicker then Twilight remembered. For with her womb now sealed, her body reached deep into her love reserves, calling forth the vast reserves of emotion. The several days of gathering from her friends and Spike had given her quite the supply, and even after sending some home through the hive mind, Twilight found herself flush with emotion.

It was this store that was subsequently poured into the next step, allowing her body to burn the potent fuel in return for creating a great flood of thick, viscous fluid. This gel like substance flowed into her womb, filling it completely while also rounding out her belly somewhat. As if on cue Twilight felt the very first hints of panic begin to emanate from her soon to be son.

She acted quickly, rubbing her belly a little firmer while humming a little louder, knowing first hoof just how soothing the act was. Sure enough, Spike was calmed almost instantly, the dragon tucking himself into an even tighter ball as he rode out the waves of calm that flowed over him. The song came unbidden to Twilight’s mouth, half remembered words suddenly becoming as clear as day.

Twilight knew that at this moment the gel was pouring into the little drake, filling him with the stuff and no doubt bringing another bout of panic. Knowing that it was coming, Twilight picked up her rubbing and song once more, preempting Spike’s panic and ensuring it was as brief as possible before he fell still once more.

Then, just when she had first feel the strange alien pleasure begin to fill her all those days ago, she felt Spike experience the same thing. Twilight giggled, rubbing her belly with both forehooves. “I knew you would enjoy this part.”

The heat came next, and though Twilight had experienced it first hoof, she wasn't prepared for just how it felt when her body was doing the heating part. As it felt as though her body was burning emotion a little more literally, her entire body’s temperature skyrocketing briefly, making her entire being surge with energy, and solidifying the gel.

Sure enough, the spike of pleasure that Twilight had experienced suddenly erupted from the dragon within her went a long way in assuaging some of the changeling’s worries. She silently reminded herself that she had experienced exactly the same process and had come out fine, as far as she knew anyway.

Twilight chuckled nervously, knowing from experience that Spike’s body was no doubt going through a serious set of changes and she couldn't help but fret over the small dragon. Thoughts like; Is he going to be okay? What if it doesn't work on dragons? What if I did something wrong? Ran through the changeling’s mind, making her tempted to begin chewing on her hoof like she was back in highschool all over again.

Then when her fears and worries had grown to the point that panic began to well inside her, a tiny voice could be heard at the fringes of her mind. Hello? It whispered.

Twilight’s eyes went wide and she stared down at her belly in shock. Spike, are you there? She thought back, trying to desperately scan the hive mind for any sign of the dragon. Sure enough at the edge of her perception she noticed him, the dragon’s mind being so different from a changeling’s or even a pony’s that the hive mind wasn't entirely sure what to do with him.

Yeah, but where is here? I’m still inside you but I can hear you. What's going on? Spike whispered fearfully, his thoughts running a mile a minute.

Twilight’s grin nearly grew to encompass her entire face and she felt a tear trickle down her face. Oh thank the first mother, your alright. Twilight sighed. This is the hive mind, the space wherein all changelings are connected.

The princess could feel Spike’s worry fade as his thoughts seemed to grow more synchronised to the hive mind. That's, odd, I guess. Spike muttered. So does this mean-

Yes, it means the process is almost completed. Twilight announced, feeling a small surge of joy from the changeling dragon hybrid now within her. You just need to spend a few more minutes inside me to make sure you are connected to the hive mind as well as to ensure I have absorbed your DNA and that your body is fully altered. I don't know how how long it will take for a dragon to be converted, but it shouldn't take too long I hope.

Spike hummed thoughtfully before performing the equivalent of a mental shrug. Oh well, it's not a big deal I guess, so long as I’m not alone in here.

Oh Spike, you will never be alone again. Twilight whispered back, her mind brushing up against that of the dragon’s soothing his worries and fears.

That's… nice. Spike muttered, falling still as his body got used to the changes occurring to it.

While Spike familiarized himself with their little corner of the hive mind and it's intricacies, Twilight pushed her magic deep within herself, checking on Spike’s body and making sure everything went smoothly. Though she wasn't sure what smoothly even looked like, the ritual seemed to have done it's job, as it was no longer pulling on her emotional stores and seemed to have stopped completely. A few more quick scans and Twilight figured he was ready for the final step before his rebirth was complete.

Spike. Twilight called, startling the dragon from his musings. I need to give you a purpose, are you ready?

A purpose? What do you mean? Spike whispered back nervously. Am I not your number one assistant anymore?

Twilight chuckled, rubbing a hoof over her belly as she did. Oh you are, but you will also be so much more than that. Your purpose will be to serve as my right hoof. You will dig when the hive needs to be expanded, you will help me raise hatchlings when needed and you will adapt to what is required of you. Do you understand?

Spike remained quiet as his mind whirled with what he had just been told, his body shifting slightly as the full brunt of his new purpose bore down on him. For a moment he felt as though he had died and left behind the old him, as the reason for his existence shifted and with that shift his mind, body, and spirit changed with it. Then, it all seemed to click and the changes stopped just as suddenly as they had started, leaving Spike awestruck by just how important Twilight’s thoughts had become.

He would be everything she needed him to be, and more. This was not only his goal, but it was something he was utterly sure of.

I won't let you down mother! He mentally yelled his thoughts having become more akin to Twilight’s own, the changes having remade even the sound of his voice in the hive mind.

I know you won't my child. Twilight whispered, rubbing her belly in both hooves in slow movements. Are you ready to be reborn?

Spike seemed to ponder the question for a moment before nodding. I am ready, mother.

Good, because we have much work to do, and not a lot of time to do it. Twilight smiled, running her mind against that of her son’s. Don't be scared now, it won't be long before you are free once more, all you need to is crawl out of me.

With a nod of his head the changeling dragon hybrid made his readiness known, sparking a hint of excitement in the changeling’s chest and making her grin eagerly. It was almost time, and though she could feel he had changed, she couldn't tell just how much the young drake had been altered and she was eager to find out just that.

With a pulse of magic the gel began to dissolve, her cervix parting as the green liquid flowed out of her body and ensured her birth canal was lubricated as much as possible. With that done she pushed, prompting Spike to begin the arduous process of crawling out of her and completing the final step in the long process.

Muscles that were not much help when it came to pulling, now jumped to life, doing everything in their power to push the dragon changeling hybrid from the changeling princesses’ body. Between Spike’s claws gently pulling her cervix open, and the changeling’s own efforts, the boundry to her womb slowly opened, allowing the dragon’s hands to slip from her depths. At the first sensation of his claws against her insides, Twilight shivered, unable to hold back just how much she was enjoying this.

She knew then and there that this wouldn't be the last time she rebirthed some creature, and she was already looking forward for next time. That was neither here nor there though and the changeling pushed through the tempting thoughts and began to literally push.

Aided by his mother’s help, Spike felt his body shift, his head managing to slip through the barrier and begin the long descent out of the changeling’s body and back into a new and wider world. Twilight could just barely hear the distant sound of cheering within the hive mind, her brothers and sisters eager to meet the newest member of their extended family. Twilight made a note of bringing the dragon back to the hive at some point only to notice the way Spike stopped, awe struck by the outpouring of mental support.

Twilight tapped her belly. “Your not done yet Spike, keep going.”

The newest hybrid nodded his head and resumed his long crawl to freedom, pulling his entire head through the barrier, and beginning the process of extracting the rest of his body. The changeling herself was nearly so awash in pleasure that she forgot to help him, until he was forced to wiggle his body as he tried to pull his torso from her womb.

“Woops.” Twilight mumbled to herself, resisting the urge to face hoof.

Focusing once more, the changeling used her powerful inner muscles to drag the dragon hybrid from her depths, feeling a distinct feeling of satisfaction when he popped completely from her womb. With only the short birth canal left, Twilight could already feel his fingers begin to slip out of her, the dragon blindly grasping for something to hold onto.

Thinking quickly, Twilight summoned her magic and constructed a simple hard light construct for the dragon to hold onto. Something he found quickly, and after a few short mental instructions, began to pull on. With a system now in place, Twilight used her magic to pull the bar down, dragging the dragon slowly from her cloying depths.

Though a part of her wanted to drag this part out longer than necessary, she knew better then to do that while they were so close to finally realizing their desires. With their little system in place it was mere seconds before Spike’s head emerged from the lips of her pussy, followed shortly by his abdomen and then finally his tail and legs.

With one final gasp of relief, Twilight crumpled into a heap, panting hard as her body fought to both keep her awake, and reverse the changes the ritual had done to her reproductive system. She knew it wouldn't be long before her body adapted once more, but she couldn't wait that long to see what had become of her son and she turned her limp and unresponsive torso towards where she knew Spike was now standing.

The changeling’s smile turned into a startled gasp as she saw just how much he had changed. “What do you think?” Spike asked, a smile on his face as he struck a pose.

“Your amazing.” Twilight muttered.

The dragon was a little taller than before, and he seemed a little slimmer, older, having lost some of the pudginess of his old body as his legs grew a little longer. His claws and talons had grown slightly longer and changed color having become a deep black while the rest of his colors had also deepened significantly. The green of his underbelly now matched the distinctive green of the average changeling while his purple scales were now as dark as Twilight’s mane. His eyes remained almost the same as ever, though they seemed more narrow, less child like.

What was most startling was way the fins that ran from his head to his tail were now jagged, much in the way some of the older dragons were, almost resembling the time his greed growth had made him enormous, though obviously not nearly as large. Just as Twilight was about to open her mouth and congratulate the dragon on his recent changes, she noticed that the small tuft of light green scales that grew from the sides of his head were gone, replaced by a pair of small horns that grew out before curling forward slightly.

“Wow Spike, nice horns.” Twilight complimented, pointing to the sides of the dragon’s head.

Spike blinked, trying to look down at them only to turn his entire head and get nowhere. He stopped, moving his eyes but not his head, and catching a glimpse of the small black horns growing from the sides of his face. “Whoa.” He muttered, poking the tip of his right horn only to recoil. “That's sharp.”

“I wonder if that's how you will be able to channel your changeling magic.” Twilight mused as she pulled herself from the ground and gave her hooves a stomp, prompting the feeling to return to them.

“Oh right, magic!” Spike’s eyes suddenly lit up as realization suddenly dawned on him. “Does that mean I will be able to learn magic like you?”

Twilight giggled, smiling at the way the young dragon hybrid’s eyes lit up with barely contained joy. “Yes Spike, in fact as soon as we figure out how you cast magic I could teach you a thing or two about changeling magic as well as some of the spells I knew as a unicorn. How does that sound.”

Spike’s grin grew and grew, revealing his sharp teeth, which were now accompanied by two slightly longer fangs in the same place Twilight’s own resided. “That sounds amazing!” He yelled, pumping his clawed hand in the air.

“I’m glad you're enjoying everything and though I hate to ask any more of you so soon I-” Twilight began, only to be interrupted by Spike.

“Don't worry about it Mom. Just tell me what you need done.” He said while giving the changeling a little salute.

“Aww, you don't have to.” She smirked. “But I can tell your mind's made up. I was going to ask if you wouldn't mind continuing to dig out the hive a little more, it's relatively deep but I have yet to break past the trees roots and we are going to need to do that before we can start adding rooms.”

Spike nodded. “You can count on me, my queen!” He stopped and tapped his chin thoughtfully. “Though I think I like mom better.”

“Me too.” Twilight whispered, using her magic to draw him closer and allowing her to plant a kiss on his forehead. “Be careful alright? I’ll send the plans to you via the hive mind and I’ll be right here in case you need anything.”

“No problem mom! I’m on it.” Spike announced before turning and hopping into the hole, only to stumble and tumble deeper down the shaft. “I’m okay!”

A quick push into the dragon’s mind assured the princess that everything was indeed alright, the dragon hybrid’s hard scales saving him from most damage. With that in mind Twilight settled back against the floor, sighing as she felt the weight release from her still slightly shaky limbs.

Was it like this for you mother? She thought, pointing the thought at the still present Chrysalis.

Worse, I didn't have enough love and had to pause mid transformation to pretend to be a mare in labor. Thankfully the pity I garnered was enough for me to complete the transformation without issue but it was a harsh lesson. Chrysalis thought back, smirking as Twilight blanched at the memory.

Remind me to always keep a well stocked supply of love. Twilight remarked, shivering slightly at the thought of having to carry around a fully grown stallion in her womb while also maneuvering through a crowded city.

Noted. Chrysalis smiled, brushing her consciousness against Twilight’s and filling the princess with a shared sense of pride. How was it?

You would know, I could feel you watching me the entire time. Twilight pointed out with a laugh.

Still, there is a saying I still remember from my youth that I think fits here. Better to hear it from the horse’s mouth then guess from its movements.

Twilight blinked. That certainly is an odd saying.

It doesn't translate well into Equish unfortunately but I think you get the gist of it.

Fair. Twilight sighed, her mind going out to the recent memories that came with Spike’s rebirth. It was, beyond compare. Scary, exciting, it felt like I was both giving birth and not at the same time. The princess sighed, her gaze lingering over the hole in the floor. What I wouldn't give to be able to do it all over again.

Chrysalis chuckled, her presence becoming so concrete that Twilight would have sworn she was standing right beside her. It certainly is something, isn't it?

Twilight merely nodded, rubbing her midsection as she used her magic to search within her, easily finding the dragon’s DNA now floating around inside her. She was tempted to see what would happen if she integrated it into both herself and her future brood, but she held off for the moment, her mind already formulating an experiment plan.

That's my daughter. Let me know how your experiments go. Chrysalis remarked. I myself have only worked in a few other genes over the years and have never quite had the time to do as much as I would like in this regard.

Twilight nodded, her mind going out to the DNA she could feel locked away inside her. I just know that this is what is going to give us the edge we need.

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Growth

“Did you need something Mom?” Spike asked hesitantly, giving his mother an odd look.

Twilight shook her head. “It's nothing. I just need to check up on a few things for the book repairs.”

Spike nodded knowingly. “Ahh, well it won't be much longer before I can lock up the library if you want to start working without me.”

“You wouldn't mind?” Twilight asked hesitantly, looking out over the library and the few patrons still lingering within, unperturbed by the lateness of the hour and the fact the sun was getting low in the sky.

“Nah, you go on ahead.” Spike placed his hands on his hips and smiled. “I can handle the last returns and making sure Lyra doesn't drool on the books.”

“That was one time!” A voice yelled indignantly from across the room.

Twilight chuckled. “Thanks Spike.”

The dragon smiled proudly, watching as his mother turned and walked across the room, disappearing around the bend. Leaving him with the task of looking after the small pile of books that still needed to be checked in. “Alright, let's get this done.” He muttered to himself.

Across the library Twilight trotted slowly up to the door, her emotional senses wide open, attempting to discern if she was being followed. Finding no hint of emotion, the changeling hybrid pressed her hoof against the door, an act that would be seem benign to anyone who didn't have knowledge of the spells interwoven within the wooden portal. A soft green glow encapsulated the mare’s hoof, before flashing once and disappearing, signalling that the spell had completed properly.

With her identity established, the mare turned to the handle and lit her horn, twisting the knob with not only her magic but her hoof as well. The combination ensured the second and third level of warding systems established that she was indeed the being the first ward set identified her as. Now that all magical defences within the door itself were turned off, she opened the door and cast one last glance over her shoulder.

Finding no one, the mare sighed and slipped quickly through the door, closing and locking the wooden portal behind her in a single swift motion. Bolts slid into place and after a brief hum, the wards reactivated, ready to defend against anyone not authorized to be there.

The room itself appeared exactly as it had been on the day she had converted Spike over a week ago, with most of the changes lying just below the surface. Most obvious was the improved lighting, and the extra boxes littered about. The first of which acted as another layer of defence, illuminating those wearing disguises either magical or otherwise while the latter simply existed to help cover the fact that they were spending so much time down here. As the boxes were filled with damaged books Twilight had generously offered to fix for other libraries in the area.

Now that she thought about it was kind of nice that she was able to do that for the other libraries as the system itself was criminally under staffed. A thought that made Twilight instantly vow to ensure that no such thing ever occurred in her hive, something she found strangely nice to think about.

Her hive. It would be hers and only hers, though connected to her mother’s it didn't fall directly under the old queen’s control.

She stopped at the bottom of the stairs, wincing as a rumble in her guts made her stop and bring a hoof up to her stomach. The changeling hissed, bitterly holding back the strange urges that came with her newfound queenhood. “Just a little bit longer.” She whispered, willing the urges to recede for the moment, allowing her to think clearly.

With a shake of her head the mare walked over to the centre of the room where the hole once yawned wide and imposing and where a rug sat now. It was a little cliche now that she thought about it, but there was something about hiding a trap door under a simple rug that made her inner child strangely happy.

Tossing the rug aside, the changeling lit her horn and pushed her magic into the floor, interfacing with the numerous spells that perfectly replicated the wooden floor. Only to stop and look around the room, realizing she had forgotten something.

“Remember the checklist Twilight.” She reminded herself.

Grabbing ahold of the light switch she flicked it up and down several times before the light suddenly shone a bright pink, bathing the room in eerie light. A quick glance around the room told her there were no invisible assailants, or other spells meant to eavesdrop on her.

Now free of the worry that any other eyes were on her, she discarded her disguise, revealing her now slightly taller, more insectoid form. Her horn had grown slightly longer, her legs slightly more slender and her entire body had gained a distinct almost svette nature that reminded Twilight of a queen in her prime. Still a long way to go. She thought to herself. After giving her body a quick once over, the queen looked down and pushed her magic into the floor, dissolving the fake wood and revealing a hole that went straight down thirty or so feet.

Flexing her wings, the changeling hybrid took to the air, descending down the shaft while taking the time to check on her many traps. With her considerable knowledge of all manner of spells, the queen easily spotted the many shock, ice and fire wards that littered the walls, intermingled with more mundane traps that would release everything from poison gas to simple darts. Though she initially had assumed this method of mass trap deployment was a foolish one, a glance into her mother’s mind told her just how useful it could be.

The shear amount of the spells and defences made all but the most determined attacker stop and wonder if it was truly worth the risk. This inadvertently gave the defending changelings enough time to either shore up their defences or escape through any backup tunnels.

Descending straight down, the changeling didn't even blink as she passed through several feet of magical darkness before emerging into a massive round room, at the centre of which was a slight divot. The divot itself was cover for a pit trap that would be a few feet below that, which would open if anyone landed on it with enough force.

Above the divot the room opened up into a large domed area, one that opened into six tunnels, some of which went mere feet while other stretched on into the darkness. The entire room was Twilight’s design and was meant to create a choke point that would disorient any attackers and force them to defend themselves from all side simultaneously.

Down here the simple dirt and root walls gave way to lightly reinforced changeling resin infused walls that held the whole place together. It was a simple, haphazard stop gap measure for a problem that couldn't truly be remedied until they had the time and resources to truly make the hive more than just a hole in the ground. Twilight sighed, and wondered how long it would take until they had enough changelings and resources to make this a place she could truly be proud of.

With a frown on her lips the mare walked down one of the hallways at random, making notes on prospective additions and where they could make improvements. As she walked she passed by a primitive barracks, that was little more than a large empty dirt room that was just big enough to house just over a dozen changelings. Next was a throne room, which again was little more than a dirt room, save for the fact that this one had a small throne of dirt and resin Spike had made when he had noticed how down in the dumps Twilight had gotten.

Twilight chuckled, walking up to the ‘throne’ and running a hoof over the black and green high backed chair. She was pretty sure if she sat in it would simply fall apart under her weight, yet still it was kind of nice, if a little simple.

Shaking her head, the changeling hybrid walked out of the throne room and towards the last room in the hallway, the love room. This one was larger than the rest, and had several deep holes that had a thick layer of resin covering their sides. In the corner was a small workbench and a couple of glass containers filled with strange liquids. The mare made her way around one of the empty three foot wide pits and towards the work bench, picking each container up in turn and using her new changeling senses to determine if the love stored within was still good.

Sure enough, her mother’s knowledge paid off once more, as the love had kept perfectly, not losing a single ounce of it's potency. Though the changeling was tempted to partake of the liquid love, she was still full from a long day of helping the public and visiting with her friends. Putting the jar aside the mare grabbed the smallest of the jars, one that held a viscous green substance that was far different from the pinkish ones that filled the rest of the jars.

This one was different, and was made with changelign essence, concentrated love, and a number of herbs that her mother had told her about. The true purpose of this concoction was to quickly convert a pony into a changeling, and though Twilight hoped she didn't have to use it, she was nonetheless in the middle of an experiment to miniaturize it, enabling her to possibly convert a pony without them even knowing. Or even an entire town if she was able to make it into an aerosol.

Just thinking about it put a bad taste in the pony turned changeling’s mouth but her logical side forced her to admit that it was a good idea, one that would ensure she would be able to bring anypony to her side. She set the jar down, pushing the uncomfortable implications of the substance aside for now and focusing on the love pits, only one of which was even partially full. Gazing down into the hole Twilight noted the way the pinkish green slurry shifted and moved as if it had a mind of it's own.

The queen widened her stance and positioned her mouth over the midway point of the pit, her stomach already churning on command. After a second of gagging, bright pink liquid began to pour from the queen’s mouth, joining the rest of the liquid love deep in the hole. After she felt her emotional reserves empty to a comfortable halfway point the queen closed her mouth and swallowed hard, stopping the process and gulping down the last of the love that had nearly been expelled.

Wiping her lips, the queen realized that she wasn't even grossed out by the act any more and only a month and a half ago the sight of just liquid love would have disgusted her to no end, but now it brought on a distinct feeling of pride and accomplishment. With only two members of her hive she had built up a supply of love that would last her and Spike for months if needed, assuming they didn't add any new members of course.

The queen sighed and forced herself to look away, walking to the exit only to stop and look back, a deep sense of despair suddenly filling her. Shocked by the sudden mood swing Twilight stared down at her hoof. “What is going on?” She muttered aloud.

“Just because none of these rooms have truly earned the title they now carry doesn't mean that will always be true.” She whispered to herself, looked up at the room and imaging it was filled with buzzing changelings going from pit to pit, taking from one and placing in another like she had seen in her mother’s memories. “One day.” The queen whispered to no one in particular.

With a shake of her head, she moved from the door only to stop when a sudden shift in her midsection made her stop and clutch desperately at her torso. The feeling of something moving within her was as distinct as it was unpleasant and the former pony nearly gagged at the sensation.

“Walk it off Twilight. Walk it off.” She whispered to herself, forcing one hoof in front of the other, walking back into the main area and looking up, her nose suddenly flaring as it filled with a distinctly pleasant aroma.

A second later the buzzing form of a now winged Spike descended down the hole, making Twilight’s knees nearly buckle, the feeling of her guts moving around without her consent returning with a vengeance. Her nose told her there was an able male in range, one that would be able to fertilize the abundance of eggs now resting inside her, just waiting to be inseminated.

“Are you alright?” Spike asked nervously, looking up at his queen in concern.

He had grown taller over the past week, but was now more used to walking on four legs, meaning despite his growth spurt he still came up to the same point on Twilight’s shoulder. Though he had gained a little height and bulk, he didn't seem to fill out that much, his body becoming an odd mix of masculine and feminine features.

His legs were longer, more shapely, and accentuated his hips, while his clawed hands had grown slightly larger, enabling him to dig easier. The new wings sprouted out of large black scales on his back which were just big enough to hide the limbs when not in use. They were also an odd mix of insectoid and draconic features, with the wings themselves looking like normal dragon wings at first glance, only for the viewer to realize they could look straight through his translucent wings. Those black scales also now covered his hands and feet and extended partially up his legs, making it appear as though his limbs were at least partially covered in black chitin. His face had changed along with the rest of him, growing more narrow, while his spines gained a more slicked back appearance. Though perhaps most striking of all was his teeth that had grown longer, and poked out from the sides of his lips, and his eyes which had gained a slight tinge of purple to them.

Twilight couldn't help but feel a sense of pride well inside her while she looked down at the first true member of her hive. Her heart swelled, and she very nearly missed the odd expression that crossed her son’s face.

“Mom, are you alright? Your spacing out on me again.” Spike commented, leaning a little closer and eying the queen cautiously.

“I’m fine.” Twilight shook her head. “Just a little tired is all. We’ve been so busy building the hive it feels like I haven't gotten any sleep in over a week.”

“Well it's up to you. We could take a break tonight.” He mentioned. “Oh and the library is all closed up for the night and you will be happy to know that all the returns are done and Lyra didn't drool on anymore books.”

Twilight chuckled. “That's great to hear, and not just because I didn't want to have to clean anymore spit off the library books.”

“So what's the plan tonight mom?” Spike asked, looking around the room. “Plenty of rooms that still need digging, if your feeling up to it.”

Twilight shook her head. “Let's pause and think about this for a bit. Is there anything coming up on my schedule for the next few days?”

Spike’s hand glowed a deep emerald green, and a second later a checklist popped into existence, and was subsequently unrolled. Looking down the list, Spike shook his head. “Nothing serious. There is another guard rotation coming up next week, but that looks like the only big thing of note.”

“That's not an issue. They like to think they are being random but I’ve noticed an underlying theme to their movements that should allow us to travel without worrying about potentially being caught.” The queen tapped her chin thoughtfully, staring off into the distance. “Perhaps we should take some time before that happens to practice your disguises.”

“Hey my disguises are great.” Spike winced, rubbing the back of his neck awkwardly. “If I’m disguising as my former self, or another dragon my size or smaller.”

Twilight shook her head. “You need to be able to disguise as anyone. Like this.”

The changeling queen vanished in a swirl of green fire, replaced by the tall, imposing figure of princess Celestia, who smirked, before being in turn replaced by the grinning form of Garble. “You need to learn how to disguise as beings both shorter and taller then you. It's important to both your development, and your ability to stay hidden.”

“Okay okay, but would you stop posing as him? It's a little creepy.” Spike remarked, sticking out his tongue.

Garble chuckled, disappearing and being replaced by a grinning half changeling who placed a hoof on Spike’s shoulder. “It's important that my number two has the skills he needs to survive. I don't even want to imagine what it would be like having to go on without you.”

The dragon hybrid gripped Twilight’s hoof in his hand, squeezing it gently. “Don't worry Twilight, I would never abandon you.”

“I know, but that doesn't mean I wont worry about you possibly getting caught. Or worse.” Twilight sighed, pulling back her hoof only to stop as another rumble from her midsection drew her attention.

“Are you alright?” Spike asked hesitantly, watching closely as his mother’s face twisted into a mask of confusion and annoyance. “Is something wrong? Should I contact Chrysalis?”

“N-no.” Twilight gulped, forcing down the urges that threatened to rise within her. “I’m fine, it's just some queen stuff.”

“Like what?” His eyes lit up. “Can I help?”

A gentle hoof held the eager dragon hybrid at bay. “You can start by telling me what else is on the schedule. I need to know every detail.”

Spike frowned, but reluctantly pulled out the list once more. “You have a couple of lunch dates with friends, but I’m sure you remember those.”

“Tuesday with Rarity at the new cafe down the road. Friday is dinner with Applejack and her family as thanks for helping with their taxes.” Twilight nodded. “Right?”

“Right. Other then that you just have that thing with Fluttershy tomorrow, everything else is just planning for the hive and grocery shopping, which I’ll probably end up handling anyway.”

“Wait, what was that last one?”

Spike raised an eyebrow. “Do you mean the thing with Fluttershy?” He asked.

“Yeah. What was that about again? All I remember is that I was helping her with something.” She winced. “Sorry about this Spike. Chrysalis mentioned memory troubles might be a side effect of becoming a full queen after starting my hive in earnest.”

The dragon shrugged. “No biggie boss lady. You just had a couple hours booked off early in the day to help give shots to Fluttershy’s new animals and manage their immunization records.”

“That's right.” Twilight slapped a hoof against her forehead. “That shelter got shut down due to poor funding.” She frowned. “That is going to be quite the headache. I hope Fluttershy has a handle on all those new animals, because I do not want to deal with that much negativity in the air if she can't.”

“Your telling me.” Spike shrugged. “Still, she's an expert so it shouldn't be too big of a deal, right?”

Twilight shook her head. “I don't think so. She's done stuff like this a few times already. You'd think that means she has a handle on situations like this one.”

Spike nodded. “Speaking of Fluttershy. You haven't thought of well you know?”

“I….” Twilight paused, her thoughts lingering on the butter pegasus, considering the implications that such an act would bring. Sure the mare would make for a great nurse or breeder, but Twilight wasn't wholly sure if she wanted to give up that part of her old self even if the rewards would be considerable.

She was about to dismiss Spike’s question outright but another shift from deep within her made her stop and wince, once more grabbing her abdomen as her body reminded her of how ready it had become. “Okay now I now your not okay.” Spike commented. “What should I grab? The first aid, love, or-”

Twilight raised a hoof. “No it's not that it's-” the fact that my body is begging to let you inseminate my first round of drones. “Nothing. Just queen stuff.”

“Really? Cus your making that face when your really horny but you’ve convinced yourself you shouldn't do it.” Spike chuckled, pointing a claw at Twilight’s right eye that was now twitching madly. “Yeah! Like that!”

“Augh. I do not want to-” Twilight stopped, slapped a hoof against her eyebrow and held it in place. “I do not want to do it.”

“Really?” Spike asked incredulously. “Because that is literally what you say every time you get all hot and bothered and want to deny it.”

“Name one time I did that.” Twilight shot back.

Spike paused, placing a claw against his chin. “Oh, how about two days ago when you went without fucking me for several days since we got so busy?” He giggled. “You were so pent up I didn't think you'd ever stop railing my ass!”

Twilight could already feel her ovipositor desperately wanting to emerge from her body but she knew that ultimately ultimately help with this particular kind of urge. “Fine. Your right, kind of.”

“Kind of?” Spike blinked, leaning to his right and peaking beneath Twilight’s legs. “Huh, would you look at that, ovi hasn't come out to play. So, what do you mean then?”

“It means I want to use my other set of well…” She blushed. “Genitalia.”

The dragon blinked several more times, only now realizing what the mare was hinting at. “Oh wow. What brought this on? Ever since you got that thing of yours you've spent a lot of time using it.” He winked. “And my holes.”

The changeling hybrid blushed a little harder, already feeling the thin trail of lubricant leaking down the insides of her legs. “I have, well…” The changeling gulped, gathering the courage necessary to cross another line she didn't think she would ever have the courage to do so. “I have some eggs I need fertilized. A whole clutch of drones in fact.”

The dragon hybrid stumbled a step back, looking up at Twilight in shock. “Wow. And you want me to…”

Twilight nodded weakly. “Your the only compatible male around and I don't want to bother mother and ask for a breeder for just for one time…” The mare’s words trailed off as she awkwardly tapped the floor, staring down into Spike’s stunned eyes.

Eyes that ran the gamut from shocked to thrilled. “That's great! That means I won't be the only one digging down here!”

“Spike! This is serious! It's a huge step.” Twilight exclaimed, pointing to her midsection. “I’ll be giving birth sort of.”

“Sort of?” Spike asked. “Are you or aren't you?”

“I will. It's just true drones like the ones I have inside me will actually do most of the growing outside my body. In fact they only stay inside me for several hours.” Twilight sighed. “It's due to the queen having to keep a low profile because they are early on in their life span, meaning they can't afford to take a specialized drone to full term. Both because their love reserves aren't likely to be that built up, and the fact that such a thing would likely break their cover.”

“That makes sense.” Spike shrugged. “So what's the big deal?”

“The hive isn't ready.” Twilight gestured to the room they were standing in. “Nothing is done, and we don't have a nurse to look after the drones. I know they don't need much attention but they still need someone there day and night and we just can't do that with the two of us.”

“Again, so?” Spike asked incredulously. “From what I’m gathering from Chrysalis’ memories, the eggs take an entire week of just growing before finally hatching. Even if you laid them tonight it would just mean we had like six days to find a nurse.” He sat down in his butt, crossing his arms over his chest. “Worse case scenario you call grandma and get a spare nurse from her in a few days if we can't find or make our own.”

“Still…” Twilight sighed. “They would have changeling, dragon, pony and more specifically unicorn dna. They wouldn't be a normal bunch of drones and I fear that mother’s brood is a little too old fashioned to raise them properly.”

“So what? You need to get those eggs out of you, and soon, plus we need both a nurse, and more drones.” The dragon leapt back onto all fours. “So you lay those eggs tonight and plan to find a suitable nurse by the end of the week. Easy peasy.”

Twilight blinked. “Wow, you sure picked up on all of this quickly.”

“Of course!” Spike proclaimed proudly. “It's important to the future, plus I think having our brains connected has made you rub off on me a little.”

The unicorn changeling chuckled, pulling the dragon into a tight hug. “Well either way I’m proud of you.”

Spike smiled, hugging his mother back, and merely enjoying her company for a few seconds before reluctantly pushing her away. “So. What's the plan?”

“I do feel a little better about this…” Twilight remarked.

Spike leaned in, a wide smile growing across his features. “Does that mean what I think it means?”

Twilight giggled at her son’s expression and delivering a firm boop to his nose. “Yes, I suppose it does mean exactly that.”

“Ohmygosh.” He stopped and looked around, a frown crossing his face. “Wait, this isn't a good place for this!” He stepped back, gesturing to the empty, dirt and resin room. “I mean, look at this place.”

“It really doesn't-” Twilight began.

“Oh no, this won't do at all. Should we go back to our room? It would be much more comfortable then here.” Spike asked worriedly, already turning away.

Twilight grabbed his shoulder and chuckled. “Don't worry about it Spike. Right here is just fine.”

“Are you sure? I don't want to make things uncomfortable for the first time that we uh… do it.” Spike commented while scratching the back of his neck awkwardly.

“It's okay Spike.” She smiled, pulling him close. “Were changelings and I don't think I can go another minute without getting knocked up.” Her stomach rumbled audibly. “My body really needs this.”

“Are you sure? I mean it's just dirt down here, I haven't even had the chance to resin the floors yet.” Spike added, giving the dirt floor a kick for emphasis.

“Trust me Spike. If I have to wait another minute I think I might explode.” Twilight chuckled. “Plus it will be a few hours before the eggs are ready to come, giving you plenty of time to bring down that spare bed just in case we need to do this all over again soon.”

The dragon sighed, visibly relaxing. “Well alright so um, how should we uh, do this?” Spike asked. “Because usually you just slide into my ass or mouth and I can't really do that with you.”

The queen chuckled. “Lay on your back and let me handle everything my little dragon.”

Spike’s cheeks grew bright red and he quickly saluted. “Yes ma’am.” With that, the dragon rolled onto his back, his wings slipping back under his scales and vanishing completely.

Twilight paused for a moment, looking down at the blushing dragon changeling hybrid presenting himself for the world to see. His soft underbelly was a slightly lighter color than the rest of his scales, and he looked almost helpless in this position. A sudden sense of dominance nearly overwhelmed the changeling, and a wide grin sprung across her face, pushing out any lingering feelings of doubt that clung to her mind.

Sure she had frequently had sex with Spike over the last few weeks, the changeling eagerly using her new ovipositor to thoroughly plumb the depths of the young dragon’s holes. This, however, was different than all those other times. Now she was having a different kind of sex with the dragon, a kind of sex that would end up with their children growing inside her. Though it would only be for a few hours before she eventually lay the half developed eggs, it was still a line in their relationship Twilight had never considered crossing until now.

It seemed like that was happening a lot recently, especially when it came to her former assistant turned son.

Giving her head a shake the changeling moved forward and leaned close to the dragon’s lips and giving him a small kiss. “Relax.” She commanded, running a hoof down the dragon’s stomach and smiling as he shivered in anticipation.

“Yes mother.” The dragon replied dutifully, doing his best to follow the order, only to be largely unsuccessful in subduing his pounding heart.

Twilight could sense this within him, but could only sigh. “Now your making me nervous.”

Spike gulped. “S-sorry.”

The queen shook her head. “Don't worry about it my dear. Just lay back and let me take care of everything.”

The queen pressed a firm hoof against the dragon’s chest and he found himself once more helpless and on the ground. The power firmly transferred to his mother who now stood over him, her bulk covering nearly the entirety of his body and drawing a shiver of excitement from the dragon hybrid. Something Twilight couldn't help but notice, and further drive home by pressing her lips against his, using enough force to push the back of his head against the dirt.

With a hoof still pressed against his chest the changeling queen kissed Spike hard, pushing herself forward insistently, her tongue slipping into his mouth. The feeling of Spike’s pleasure was so potent that Twilight could feel a sliver of that shared pleasure through the link they shared, giving her a glimpse into just how much the dragon enjoyed the feeling of submission that came with the passionate act. Combined with the feeling of control and domination that came from her own mind and Twilight was awash in a bevy of strange and conflicting emotions.

Pulling back, Twilight released the hold she had on Spike’s lips, retracting her tongue from his mouth. She smirked, watching as Spike still leaned forward, following Twilight’s lips, desperate to feel more, only to find that he could not follow her for long. Opening his eyes, he frowned, his body wiggling as he barely contained his disappointment. “Why did you stop?” He whispered.

“Because I have to get you ready to go first.” She winked. “Don't worry, I will be back shortly to put you back in your place.”

Another shiver ran down the dragon’s body and he bit his lip and watched as Twilight turned her body around, and then traveled down his body, trailing kisses as she went. His anticipation built and built until finally she reached the spot in his midsection where his scales were pushed apart, revealing the purple heads of his twin cocks.

“Daww they are soo cute.” Twilight remarked with a giggle.

Spike crossed his arms over his chest, pouting fiercely. “C'mon Twilight, they aren't even hard yet. Give me a chance here.”

“Oh alright alright.” The changeling chuckled, leaning down and planting a kiss on each of the dragon hybrid’s cocks in turn. “Come on out you two, mommy has a job for you.”

Spike barely held back a groan, not so secretly turned on by the degrading way she spoke to him. Shaking his head, the dragon looked up, to where Twilight’s back end sat mere inches away from his lips, her pussy dripping a soft trickle of green pre down her chitin clad legs. Licking his lips the dragon ran a finger along the mare’s leg, scooping up a good dollop of the liquid before popping the finger into his mouth.

“Wow.” He muttered, surprised by just how good it tasted.

It wasn't anywhere near as good as concentrated love, but it certainly tasted like something similar. The way it danced across his tongue, tickling his taste buds and activating his emotional senses reminded him a lot of when he consumed lust not directed at him but someone near him. It also had a sort of hidden sweetness to it that he didn't initially detect, leaving him longing for more of the delicious nectar.

“Oh, is someone eager to help mommy out?” Twilight asked, looking over her shoulder at a guilty looking Spike. “Don't be shy now, go ahead and give me a taste. If you do a good job I may even add it to your list of daily duties.”

Spike’s face lit up. “R-really?”

“Yes. So you better do a good job.” Twilight giggled, turning back down to the dragon’s cocks and nearly missing the sudden, intense look in her son’s eye.

An intense look that morphed into an equally intense act, one that saw him completely bent on doing the best job he possibly could. Though inexperienced, he had overheard a rather personal conversation that Lyra and Bon Bon had, though even then he wasn't sure if such an accidental anatomy class would even apply to a changeling. With a shrug of his shoulders the dragon leaned forward, ready to dive right in and get some practical learning direct from the source.

Twilight meanwhile was busy applying as much attention to Spike’s twin pricks as possible, kissing each in turn before stopping and giving both a long lick of her equally as long tongue. That was until she felt Spike’s lips press against her nether lips, his tongue sliding deep inside her. Then she stopped, shocked by the sudden surge of pleasure that coursed through her, leaving her sitting there shuddering, her tongue pressed against Spike’s shaft, an expression of pure joy plastered on her face.

The feeling was a strange one, as she hadn't experimented much with her female parts since the transformation, too caught up in exploring the worlds of pleasure that her new maleness enabled her to feel whenever she ruthlessly fucked one of Spike’s holes. After the pleasure that came from Spike’s tongue began to recede she began to regret this focus on that part of her anatomy though, and she made a note of keeping Spike’s face firmly between her legs much, much more often.

With the pleasure receding from focus she again focused on her lover’s own anatomy, sliding the heads of his cocks into her mouth and giving them both a long suck. Though they were relatively small, they were still growing and with each beat of the dragon’s heart Twilight could feel the organs become larger still. She began to wonder just how big they would get once Spike finally grew into his new form and his changeling dna fully integrated with his own draconic dna.

It was a question for a more sober minded Twilight and not one that currently had a mouthful of dragon dick to contend with.

Behind her, Spike was getting down to work, putting what little he knew about this aspect of female anatomy to the test. First he attempted to find what he heard referred to as the clitoris, which was surprisingly difficult, as even his long, draconic tongue seemed unable to fully explore the mare’s folds. He didn't have much of a frame of reference when it came to this aspect of the opposite gender’s anatomy but even then he knew things were different. First thing he found was what he assumed was the secondary opening from which Twilight’s ovipositor would retract from, earning him a sudden shiver of pleasure for his efforts.

He continued deeper, surprised by just how long his tongue had grown over the past week.

Above him, he could hear Twilight’s moans grow louder the deeper he went, the mare seemingly as surprised as he was by his tongue’s length. Her flanks shook, her breath came in short gasps, while through it all, she never wavered in her attention to Spike’s erections. With a smirk on his face Spike really pushed himself, pressing his lips harder against Twilight’s dripping slit, his tongue extending as far as possible into the changeling’s pussy.

Twilight, who was busily attending to bluey, which was Spike’s cock that had a slightly more bluish tinge to it compared to it's twin, was surprised by the sudden sensation, her entire body suddenly locking up as she felt Spike’s tongue extend deep into her body. Her hooves shook, her own tongue fell from her lips, and her wings buzzed audibly, flapping randomly as her nerves were suddenly alight with activity.

The dragon grinned through his mother’s pussy, not wasting even a moment as he eagerly got to work, licking up and down nearly the entire length of the mare’s cunt, slurping up the delicious juices within. His mouth was quickly filled with the stuff and he eagerly gulped it down, hungry for more. Over and over he dove down, eagerly working away at the mare’s folds with the intensity of a dragon dying of thirst.

With an audible pop Twilight was forced to abandon the attention she was giving bluey, and instead focus entirely on merely staying vertical. Her back legs quaked and the moan already on her lips rose a few octaves when the dragon’s tongue strayed across a particularly good spot. After a few seconds she suddenly remembered why she was here, and after pushing through the pleasure, turned her attention once more down to the dragon’s erections.

Which now stood tall and proud against the scaled being’s stomach, coming in at what she assumed was a good seven inches. They weren't terribly long, not quite the length of a full grown stallion, but they were thick, with a single thick knot at the base of each cock. The sight made Twilight’s mouth water and her pussy ache to be filled, the eggs inside her a heavy and present reminder of the need that seemed to fill her very bones. She wanted to end it here, to simply turn around and impale herself on Spike’s hard cocks, but she felt the need to at least give him a sliver of the same pleasure she had already gained from his own tender ministrations.

And so with a determined grin on her lips the queen gripped Spike’s cocks in her magic and opened her mouth wide, while trying not to think of how strange it must look to see her jaw opening that wide. Pushing that thought from her mind the mare leaned forward, her lips pressing against his shafts and caressing his aching lengths as they slipped deeper into her mouth. She didn't even hesitate as she felt the twin heads of his cocks slip past the back of her mouth and slide down her throat.

Spike was just as surprised as Twilight was, and he assumed she had lost her gag reflex when she became a changeling, which made sense considering they didn't actually consume much hard foods while in their natural form. Nevermind the entire process that saw them regurgitating love, but he didn't want to think about that while he was tonsil deep in his mom’s delicious pussy.

Not one to be outdone, Spike pushed forward, his claws gripping Twilight’s flanks tightly as he continued to lap away at the mare’s inner folds. Twilight wasn't done yet though, and in seconds her lips pressed against the base of Spike’s cocks, his knots threatening to slip into her mouth. Though there was a part of her that wanted to try and do just that, she wasn't sure if her jaw could handle it, and instead she chose to simply suck his cocks as best as she knew how.

Together the two beings began to learn what each other wanted, their close mental connection enabling them to go back and forth with ease, adapting to each other in real time without a word being said. Thoughts themselves were unnecessary here as both changelings were able to use only their emotional senses to know what their partner liked and disliked. As such it didn't take long for both of them to near an orgasm, Spike’s tongue growing more dexterous than ever over a few minutes, while Twilight learned just how far her jaw could stretch.

Then, just when Spike was about to call out, and tell his mother that he was close to cumming, her lips suddenly vanished from his cocks, leaving him stunned and confused. Pulling back, Spike tugged his tongue free from Twilight’s depths, swallowing the last dregs of delicious juice that clung to it. “What's wrong?” He asked, his mind already concocting a thousand errors he may have accidentally made.

“Nothing, I just need you inside me. Right now.” Twilight all but demanded, a stern expression crossing her face.

Spike blinked, looking up at Twilight with wide eyes, unused to seeing such a domineering side of the queen. A side he rather enjoyed being the target of. “Yes ma’am.” He shot back quickly.

“Good.” The changeling smirked, turning her body around quickly and aligning the heads of Spike’s cocks with her pussy.

Then, just as she was about to plunge down, and take all of the dragon in one foul swoop, she hesitated. Twilight’s conscious mind suddenly remembering what Spike had said about the connection rubbing off on the other party. Chrysalis. Twilight thought suddenly, realizing too late the affect the old queen might have been having on her. With a sigh, she brushed such thoughts aside, choosing to think of them later, as despite her slight misgivings about the situation, she wasn't about to turn around now.

“Ready Spike?” Twilight asked in a more gentle tone.

Spike smiled, giving his mother a confident nod. “Yes ma’am. I’m ready whenever you are.”

“Very good.” Twilight smirked, allowing herself to feel the intense desire to dominate and control without in turn losing herself to it. “Just lay back, and relax.”

The queen placed a gentle hoof on Spike’s chest, pushing him firmly back to the ground and making his cock’s twitch in eager anticipation. The now familiar feeling of losing control of his very body returning in full force to the eager hybrid. Even the cold hard ground of their hive couldn't dissuade his lust and his eyes remained glued to the form of his mother as she gripped his cocks in her magic and began to slowly slip back, her hips moving ever so slowly towards their target.

Twilight wanted this, no, needed this, but there still remained a small part of herself that resisted, claiming this was a line she shouldn't cross. Annoyed by this sudden resurgence of doubt the queen mercilessly removed any such thoughts from her mind, focusing only on the utter joy she would no doubt feel when she was finally full of inseminated eggs.

“Yessss.” Twilight moaned, the dripping lips of her aching sex finally making contact with Spike’s twin erections.

Spike groaned in sympathy, feeling the queen’s control on the hive mind slip and give him a glimpse of the pleasure she felt in this moment. Though fleeting, there was a bizarre second where he felt both what he was experiencing, and what his mother was. Twilight was quick to clamp down control once more, and gave her head a quick shake, pushing off the last of the doubt and reclaiming control of the situation once more.

“Sorry about that Spike, now. Where were we?” Twilight smirked a fang filled smirk, relishing this moment before dominating the dragon in every sense of the word.

“I think you were about to become a mother all over again.” Spike shot back.

The queen grinned, images of her drones filling the hive, in turn filling her with joy. “Yess, that's right.” She sighed, slowly dragging the dripping lips of her pussy up and down the male’s shaft, teasing him just a little bit more and giving her time to align her body perfectly with the male’s cocks.

With her position perfect, and her doubt gone, the mare leaned down and planted one last kiss on the dragon’s lips. “I think I’ve teased you enough, get ready for the ride of your life.”

Spike could hardly contain his enthusiasm, nearly vibrating with excitement as he lay there, watching closely as his mother pushed back, the tips of his cocks slipping inside her. Together they moaned aloud, giving voice to their lust and filling the room with the sounds of their lovemaking. It was a deep, heavy sound, one that reminded the changeling queen of a sigh borne of a long day having finally ended.

On and on she pushed, his cocks sliding inside her with hardly any effort, her passage lubricated so thoroughly that he need not even help, merely allowing the mare to descend down his cocks with ease. Twilight’s passage easily swallowed the first few inches of cocks, only to slowly tighten up as time passed, her pussy being filled with more and more dragon dick until finally at nearly halfway down, she at last had to apply pressure. The queen’s body easily adapted to this new change, stretching and contracting around the dragon’s cocks, giving him the room he needed without becoming too loose.

Twilight gasped, feeling her cunt begin to fill almost completely by the time she neared the bottom of his cocks. She wasn't sure how, but it felt like her body was shapeshifting without her command, growing just wide enough to accept his lengths while perfectly wrapping around them. The small, logical part of the mare’s brain told her this was the nature of a changeling’s body, and reminded her that this would happen with every lover she took, both big, or small. That thought was filed away for later, as right now she was merely happy that she was able to give Spike all the pleasure he deserved.

The slow descent down his cocks had felt amazing, but it wasn't enough, she needed more, she needed to be filled, and to have her eggs inseminated. With a smirk on her lips the queen threw herself back, pushing nearly every last inch of the male’s dicks inside her. A wet squelch filled the air, and before Spike knew what was happening he felt the velvety caress of Twilight’s pussy around the entirety of his shafts.

A high pitched girly moan filled the air, as Spike was shocked by the sudden sensation. Though in hindsight he shouldn't have really been surprised, as Twilight had always slid her shaft into his now welcoming hole with such forcefulness before. His claws dug into the simple dirt floor, his body becoming rigid as he rode out the waves of pleasure.

Twilight arched her back and moaned aloud, grinding her hips back and forth and pushing herself gently against the dragon’s knots. Each time they pushed inside her she slid backwards or forwards, ensuring they did not slip inside just yet. She was tempted, there was no doubt about that, but her logical side was present enough to remind that if she did allow his knots to fill her, fucking him would become considerably more difficult and she was not ready to stop just yet.

The queen bit her lip before surging forward, only to push herself back just as hard and just as fast. Leaving Spike shocked and confused as he felt his mother begin to ride him just as hard as she said she would. It was not the suddenness or intensity that surprised him but rather her expertise at the act. Her hips moved like a well oiled machine, slipping out just far enough that only the tips were left inside her before slamming back down, only realizing after the fourth thrust that her mind pressed heavily against his own and allowing her to feel what he felt.

She didn't want to feel everything he did, rather she wanted to gain the knowledge she needed to ride him as hard as she wanted, but the queen was perfectly aware that if she so desired she could piggyback his senses. The thought of feeling both sides of the pleasure was a tempting one, but she didn't want to get overwhelmed and accidentally mess something up, not while they were so close. She could feel the seed begin to churn inside the dragon’s internal testes, his body readying to fill her with all the cum she could ever desire.

Back and forth she went, fucking the poor dragon relentlessly, her hips becoming a blur as her body began to learn just how big Spike was. In no time at all the queen’s body became intimately familiar with her lover’s endowments, her pussy learning every bump and ridge that lined the male’s cocks. The sounds of their lust grew louder as well, growing in volume as Twilight’s pace accelerated, their voices becoming a strange choir of uncontainable joy.

Then, she felt it, the eggs inside her shifted, her body finishing the final preparations that would see her womb filled with potent seed and the first of her progeny to come into existence. Her heart pounded, her pussy contracted and her long, slender tongue fell from her open mouth, a deep moan already on her lips.

“I’m so close Spike.” She whispered huskily, never slowing for even a moment.

“Me too, Twilight!” Spike reached up, gripping her hips tightly. “Don't stop!”

Twilight’s hooves gripped the ground tighter, her pussy clamping down on his shafts and beginning to milk them desperately, her body doing everything it could to give it exactly what it needed. Dipping into Spike’s senses Twilight knew he wouldn't last much longer, and with one last thing to do before he filled her womb with sperm, she bit her lip, arched her back even more before throwing herself into one last thrust.

A thrust that would see every last inch of Spike’s dual cocks pushed inside her, filling her to the absolute limit and pushing her already stretched pussy as wide as possible. The feeling of his knots being suddenly swallowed by the squeezing, kneading depths of his mother’s warm and inviting pussy was the last straw. With claws gripping Twilight’s flanks tightly, Spike pushed himself upwards, desperate to give Twilight every last millimeter of dick he had to offer her.

“I’m cumming!” He cried, his entire body alight with pleasure as he felt his own orgasm arrive.

“Give it to me Spike!” Twilight cried, her hold on the hivemind weakening as she felt seed begin to shoot deep inside her.

So tenuous was the queen’s hold on the hive mind that for several strange and wonderful moments both beings felt everything that the other did. Their jaws hanging open as they realized the true depth of the joy the other felt in that moment of perfect connection. For a moment Spike knew what it felt like to have a pair of cocks rammed deep into his pussy, his womb accepting every last drop he had to offer. Twilight could also feel the pleasure of having her cocks squeezed by a powerful, almost demanding cunt, her balls emptying deep into the female’s body, her brood about to be growing inside her.

And then it was gone, and Twilight’s mind reaffirmed it's hold on the connection they shared, pushing both beings back into their own bodies. Relief flooded through the queen, but that feeling was muddied somewhat by just how good it had felt to experience the sensations of her lover. “Did you feel that too?” She asked, already knowing the answer.

“Yeah.” The dragon shuddered, his cocks continuing to twitch as the last of his cum erupted into Twilight’s now even more full womb. “That was crazy.”

“And amazing.” Twilight remarked.

Spike nodded. “Very much so.” The dragon shook his head slowly, his hands falling from Twilight’s flanks. “It almost made me a little jealous. To feel so completely full, so fulfilled. It was as if my very purpose in the world had just been realized.”

Twilight chuckled. “I didn't think about it like that but yeah, your totally right.”

Spike smiled, his cocks finally stopping their endless twitching, falling still for the first time in nearly a minute. “I’d ask if it was good for you but I think I already know.”

Twilight smiled gently, running a hoof down the male’s chest. “It was amazing. I wish I could experience it more.” The queen sighed. “Maybe one day. For now I guess I’ll just have to settle with fucking you as often as I can.”

The dragon rolled his eyes. “My holes, my cocks, my body, are yours my queen.”

“Your such a sweetheart.” Twilight planted a light kiss on the dragon’s nose. “Now as much as I would love to sit here for a few more minutes something tells me we are going to have to get moving if we are going to have a chance of making this room somewhat serviceable before the eggs start coming.”

Spike blinked, glancing down at the slight bulge in Twilight’s midsection and noting the way it seemed to pulse and grow another millimeter every few seconds. “Oh shit, yeah!”

Twilight chuckled, placing a hoof on the dragon’s shoulder. “Just stay still and try and calm down. I won't be able to pull out if you get all excited.”

“R-right.” Spike closed his eyes and took a deep breath. “Okay. I think I’m ready.”

Twilight nodded, regripping the ground briefly before pushing herself up and straining to pull the dragon’s dual knots from the depths of her pussy. Her body didn't seem quite as ready as she was though and it was only after pushing a little magic in her horn was she able to make her cunt release the death grip it had on Spike’s cocks. With a sigh, Twilight felt the knots slip out of her, the emptiness they left her behind almost enough to make her slip right back down and push them back where they belong.

She resisted that urge, barely.

Now free from Spike’s thick knots, the queen slipped up the male’s cocks until finally she felt only the tips of his lengths still inside her. Readying her magic, Twilight was prepared to catch any seed that may slip past her depths, only to find there was none there. She blinked, pulling the last inch of Spike from inside her only to feel no rush of seed. A quick scan told her all she needed to know, once again reminding her the strangeness of her changeling anatomy.

“Wow mom. I can't believe you fit all that cum inside you.” Spike commented, noting that his cocks were almost completely dry.

“You and me both.” Twilight shook her head. “We better get moving though, it won't be long before these eggs are ready to come out and I am not delivering them all on the cold ground.”

“Right.” Spike slipped out from under her and stood up. “What's first?”

“First we get the bed, then-”

Twilight sighed and turned the page of her book, ignoring the rather intense look Spike was still giving her. As she continued to read, the dragon’s thoughts became more and more intrusive until finally she was forced to place her bookmark in the tome she was reading and set it aside. “What?” She asked him.

Spike blinked, looking down at the queen who was laying on her back, book resting against her now enormous stomach. “Uh nothing, was just gonna offer to fluff your pillow.” He replied nervously.

The queen shrugged and lifted her head. “Sure.”

Spike was quick to do just that, fluffing the pillow before setting back beneath his mother’s neck. “Your really relaxed about this entire thing.” He pointed out.

Twilight shrugged, barely giving her now massive stomach a single glance. “I think it's just queen instinct. Besides, it's not like worrying would help matters, right?”

“I suppose…” Spike lamented, plopping down on the cold hard ground next to the bed. “It doesn't hurt, does it?”

“Not really.” Twilight looked down, rubbing a hoof lovingly over her taut, egg filled stomach, her chitin having become more elastic, allowing for a massive amount of growth. “It feels kinda nice, actually. It's almost too bad that drones only take a few hours before they have to get laid again.”

Spike nodded. “Do you think the room is good enough for the eggs?” He stood up suddenly, biting his nails nervously. “Maybe I should lay down some more resin, or-”

“Spike, it's fine, really.” Twilight smiled gently, placing a hoof on the dragon’s shoulder. “You did everything perfectly to the letter, now all we have to do is-” The queen’s eyes went wide, a shudder rolling down her body. “Get ready!”

“Ohmygosh are they coming right now?” Spike yelled, sprinting back between Twilight’s legs.

“Yes, now remember what I -SAID!” Twilight screamed, grabbing the edge of the bed and holding on tight as the first contraction suddenly tore through her.

Only the merciless will of Spike’s queen was enough to suppress his desire to panic, forcing him to assume the position, hands outstretched and ready to receive the first of the eggs. “You can do it Twilight. I’m right here.”

The queen grunted, her grip making the wood of the bed tremble under her shear strength. “Here it comes Spike!”

As if on cue, the first egg began to push it's way from her womb, making the long descent down her tight passage before slipping out of her and into the hands of her mate in mere seconds. Twilight would have been grateful that it hadn't taken long, but she was a little busy, as the second egg was quickly following the first after mere moments. Spike had only barely managed to set the first egg aside, giving it a passing glance and finding that it looked normal, or as normal as Twilight’s imparted memories could tell.

By the time he had his hands back into position the second egg was beginning to emerge from the mare’s pussy, it's round, greenish purple length glistening in the dull light of the love room. Pain had been the first thing Twilight had felt when the eggs had begun to emerge, but that feeling didn't last long, the excruciating sensation of her pussy being stretched far wider then normal quickly dulling. By the time the second egg had pushed past her lips and entered the world, the pain was gone entirely, replaced only by a sense of palpable relief.

“Goddess above this feels good.” The queen moaned, her grip loosening, and her muscles relaxing as she felt her womb slowly begin to empty.

Her body seemed to know exactly what it was doing, and without instruction or even a thought Twilight could feel the eggs inside her turn and push their way out as if by their own volition. Not even a moment being spared as her womb continued to push egg after egg out of her body, quickly growing the small pile of them on the ground next to her bed. Spike’s panic had also begun to dull, as he grew used to the strange routine he now found himself in.

Grip, clean, place, repeat. Each egg requiring only a brief wipe of his clawed hand before it was free of the slime that clung to it.

The bed, which had at first been perfectly clean was now soaked with changeling juices, Twilight’s body producing litres of the stuff to ensure that every egg slipped forth with ease. Though she was thankful for this ease of release, something told Twilight that she wasn't going to be able to use this bed for anything else other than birthing.

On and on the delivery continued, with the queen growing used to the feeling of release, and even beginning to enjoy the sensation of the eggs traveling down the length of her pussy. She quickly lost count of the eggs she had delivered, falling in a routine of pleasure and release, until finally, with her stomach having shrunk back to it's normal size, she felt the last egg begin it's descent and causing her to cry out in pleasure.

“Oh fuck the hell yes.” She moaned, an orgasm suddenly tearing through her the moment she felt the egg brush against her over sensitive clitoris.

Spike blinked, watching in awe as the last egg emerged from the mare’s distended lips and landed with a plop in his outstretched hands, a small explosion of slime and changeling juices erupting from the mare’s gaping pussy. He quickly ran his hands over the egg, careful to wipe away every last drop of liquid that clung to it before placing it beside the rest.

“Are you alright?” He asked nervously.

“I am more than alright.” Twilight replied, a relieved smile crossing her lips. “I think I just came harder than I’ve ever had in my entire life.”

“Really? Harder than the other day when you fucked my ass for over three hours?” He asked.

Twilight blushed. “Okay, second hardest orgasm ever. It's a close race though.”

Spike chuckled, using what little magic he could muster to wipe the pool of changeling juices that were now pooling on the bed onto the floor. “Congratulations Twilight. I didn't even know a queen could have thirteen eggs in a single clutch.”

“T-thirteen.” Twilight muttered, trying to stand up. Only to find that her back legs were nearly numb, causing her to topple right back to the bed.

“Wow, slow down Twilight. They aren't going anywhere.” Spike remarked, placing a hand on the queen’s shoulder and keeping her from standing.

“Are they okay, do they look alright?” Twilight pushed herself to the edge of the bed, allowing her to look down on her first clutch, eyes wide with wonder. “They are so beautiful.”

Spike nodded, gently gripping the last egg and bringing it close to the queen’s wide eyes. “See for yourself.”

Twilight's shaking hooves slowly extended, taking the egg from the dragon’s hand and holding it with the utmost reverence. “Wow…” She muttered.

The purplish green egg was roughly the size of a football, and just as ovoid. It was relatively light, only a pound at most, yet it felt like nothing in the queen’s hooves. As she stared within her eyes began to detect the faint movements of the drone inside, the tiny changeling curled tight into a ball. Twilight’s eyes narrowed and she peered closely at the changeling, finding that it certainly didn't look like a normal changeling.

It's teeth were longer, the already large fangs of a normal changeling having grown longer still. It's black chitin having a slight green shine to it, it's eyes a faint purple and it's horn slightly more pronounced. A quick visual inspection of the rest of the changeling told Twilight all she needed to know, and confirmed that it was as healthy as it looked.

Using her magic, the queen quickly inspected the rest of her eggs, finding that although there were slight variances in horn and fang length, they all appeared to be about the same. With a quiet sigh, she placed the last egg back beside the rest, finally allowing herself to lay back in the bed. “Oh thank goodness.” She muttered to herself, the panic she had felt rising within her finally settling down.

Congratulations my daughter, you have done well. A familiar, sultry tone remarked.

Twilight blinked. “Chrysalis?”

The one and only my dear. The voice chuckled. I sent out a relay so I could properly congratulate you on your achievements and I must say I am not disappointed.

The young queen beamed under the praise. Thank you mother, it was difficult, but definitely worth it.

Spike cocked his head, only now realizing what was going on, his eyes lighting up. Grandmother, is that you?

Chrysalis sighed. Please don't call me that, it makes me feel old. Call me Chrysalis, please.

The dragon wilted. Sorry Chrysalis…

Oh don't be sorry, in fact you should be quite thankful. The elder queen pointed out, her mental voice filling with pride. You are a most potent sire, as not even I could bear all thirteen on my first clutch.

Really? Twilight asked, pride swelling in her chest.

Indeed. My sire was weak, his seed only enough to bear me seven drones in a single go. A feat you have surpassed with ease, your son must be stronger than you indicated. Twilight wasn't sure how but she was sure Chrysalis was smirking right now. Maybe I should… borrow him for a bit, what do you say my daughter?

I… Twilight gulped. Don't think that would be wise, unless we are able come up with a very good alibi.

Can't I stay here with Twilight? Spike asked hesitantly. We need someone to look after the eggs, right?

Chrysalis laughed a deep, booming laugh. Oh you two are adorable. I was just kidding, mostly. She smiled. I would not dream of taking your only hive member while you are in such a precarious state. Unless you think I would honestly weaken you while you are in such a position?

N-no! Twilight stuttered.

You are too easy my daughter. The old queen chuckled. As much as I would love to continue to tease my favorite progeny, we have more pressing concerns.

Twilight blinked, glancing nervously at Spike. Like what? Did more of your harvesters get caught?

Yes, unfortunately. Chrysalis sighed. But that is now what I was referencing. I was speaking of you, and your hive.

What about our hive? Spike asked. I think it's quite nice, even if it's not quite complete.

Ahh good, so you have made headway. Chrysalis smiled. Would you mind opening your mind, and allowing me to see what you have made so far?

Spike glanced at Twilight, who nodded in turn. The dragon sighed, and focused on his thoughts, opening himself to the foreign will of the elder queen. He assumed her presence would be like some sort of slime, crawling through his thoughts and making his stomach turn in revulsion, but there was neither of those things. He could sense that she was there, but even that seemed obvious, as if the queen was making her presence known out of politeness more than anything.

Intriguing… The queen commented, her mind receding from Spike’s thoughts. Your design is inspired, and your focus on stealth is commendable. If I had any worries about where your priorities would lie, they have been firmly put to rest.

Thank you mother. Twilight bowed her head slightly, a blush coloring her cheeks. I’m glad you approve.

There is just one thing I would change.

Spike and Twilight exchanged a nervous glance, with only Twilight having the nerve to ask the question. What is that, mother?

You will need a nurse, and soon. Thirteen drones in a single clutch is not only a good omen, but will also be far too much for even you two to handle on your own.

What if I stayed down here with them all day? Spike offered. I could tell everyone I was sick and was resting.

Twilight shook her head. That wouldn't work. Your friends would want to see you, and even if we came up something really good, it will still bring undue suspicion our way.

Exactly. Chrysalis agreed. Normally I would suggest birthing one, but you don't have time for that, nor the proper cover anyway. Ponies would no doubt notice the surprise pregnancy, even if the carry time is relatively quick compared to other types of changelings.

Spike sighed, running a claw down his face. Which means you have to convert someone that comes here regularly, and would make a good nurse. Do you have any ideas?

Images of Fluttershy suddenly ran through the young queen’s mind and though she hated to admit it, that was the best idea she had all day. No, we can think of someone tomorrow. It's late, I’m tired and we need to finish placing the eggs before getting some sleep.

Is that so? Chrysalis asked, as if she had already gleamed Twilight’s thoughts.

Yes. Twilight replied firmly. Perhaps we can speak again tomorrow morning?

I suppose that is a possibility, though I will have to put my relay back in place. Chrysalis shrugged. Be aware that you will not be able to dodge the question again, this is something that must be done.

Twilight sighed. I know mother. Good night.

Goodnight Chrysalis! Spike added with a little more enthusiasm.

Sweet dreams my sweets.

And with that, the old queen’s presence vanished, leaving the two changeling hybrids sitting there in the bed, drained and confused. “Why did you avoid the question?” Spike asked hesitantly.

“I don't want to drag Fluttershy into this entire thing it's...” Bad enough I dragged you here. The mare sighed. “It's a big step. One that I would want her to make willingly. If possible.”

Spike nodded somberly, not catching the brief slip up. “That makes sense. What you said was true though. It's nearly ten o clock and we have a big day tomorrow.”

“Very true.” Twilight smiled, pushing herself into a standing position, her smile growing when she noticed that her legs had returned to full strength once more. “Come on Spike, let's get ready for bed.”

“Right.” He grinned, helping his mother off the bed and onto the cold dirt ground. “I don't suppose you are too tired to well…” He blushed, looking away.

“Fuck your ass?” Twilight finished with a smirk. “You should know by now Spike, I always have room for dessert.

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Nurse

Twilight sighed, flicking the hair from her face and reluctantly opening her eyes. The dawn met her like face like an a scorned love yet to move on, unwilling to meet, yet unable not to. “I don't suppose you wouldn't mind lowering the sun for a few minutes, huh?” She asked Celestia, who was not in the room.

When no answer came, she sighed and looked down to the dragon she held tight in her grip, her hooves wrapping around him protectively, his face pressed against her chest. For a while she simply lay there, looking down at the drake and smiling at the soft, serene expression on his face. Moments like these she almost wished she had been made a changeling earlier, for the bond she now shared with her son was beyond anything she had experienced before.

Joy seemed to radiate from the dragon at all times, the young creature loving the new familial bonds he had always felt he lacked. Though his emotions were muted due to the fact that he was part changeling, they were still there and even though they didn't taste quite as good as emotions from a non changeling, she would never say no to them.

Minutes passed while Twilight quietly sipped from the potent emotions coming from her assistant, only skimming a little, as she knew full well how hybrids could not be fed on quite like a normal creature. She had questioned her mother on this before she left, but Chrysalis hadn't been quite as knowledgeable as she had expected.

The old queen had said this was due to the fact that creating a hybrid was taboo, as the old queens always worried over the loyalty of their new converts. The old queens had even ignored the fact that they could emit emotions, their paranoia over their desire for secrecy outweighing their pragmatism by leaps and bounds. Even Chrysalis had not indulged in the practice until she was in dire straights, having suffered a grievous defeat at Twilight’s hooves mere months earlier.

Twilight sighed and began to slip backwards from the bed, gently levitating Spike’s arms and legs as she extracted herself from the dragon’s grip. She slowly lowered his limbs against the bed, only allowing herself to breathe easy when she noticed that he was indeed still asleep.

“Sleep well, Spike. You deserve a long rest after the long night you had.” Twilight whispered, running a hoof down the side of his cheek and eliciting a small smile to spread across the dragon’s face.

The new queen slowly shook her head, forcing herself to look away from the adorable sight and instead focus on the task at hand. Namely reapplying her disguise and getting ready for the day.

Stepping into the bathroom, Twilight turned to the mirror and stared into her new form, her mind taking a second to realize that it was indeed her looking back. “I’m never going to get used to that.” She muttered.

Chrysalis had said the shock would pass with time, but Twilight wasn't so sure, she had the same face for twenty three years after all, and now she had a new one. A strange one that looked so incredibly different from her friends and family that the sight of it still caught her off guard.

She pushed such nagging doubts from her mind and lit her now jagged black horn, her new face disappearing, and instantly being replaced by her old one. She smiled, revealing the flat, perfectly white teeth of a vegetarian, and not the sharp, pointed ones of the emotivore she truly was. “Well at least I don't have to brush my teeth anymore… Or my hair.” She mused, her mind instinctively latching onto the few good parts her new change had brought along.

And it was kind of nice now that she thought about it.

Bathing was basically optional, as she could simply go back to her natural form, which had no sweat glands, or fur from which scents could cling to, and then simply go back. It wasn't perfect, but changeling chitin repelled dirt or anything else that tried to cling to it.

Without much to do, Twilight simply gargled her mouth wash and ran a comb through her hair, not out of a need but rather simple habit. With that done she gave her disguise a once over and nodded to herself, happy to see that she had managed to replicate her old body perfectly, even compensating for the slight height boost she had gained since becoming a queen in her own right.

As she wondered just how tall she would get, she left the bathroom behind and made her way downstairs, imaging herself becoming as tall as Luna, or even Celestia. The thought brought a smile to the young queen’s face and made her wonder what it would feel like to look the alicorn in the eye without having to make Celestia bend the knee.

The queen continued to muse over thoughts of the future as she walked into the kitchen, intent on making something small to eat, her body no longer requiring quite as many nutrients as it once did. As she reached into the fridge, intent on grabbing a bundle of strawberries she had hid near the back, a voice suddenly popped into her head.

Goodmorning.

“Wah-ouch!” The mare winced, rubbing the spot on her head that had just become intimately familiar with the top of the fridge. “Warn me before you do that.”

The soft sound of chuckling could be heard in the mare’s ears and she got the distinct impression that Chrysalis had been waiting for that exact moment to greet her daughter. And take all the fun out of it? Now why would I go and do something like that?

The hybrid grumbled to herself, grabbing the container of strawberries and walking over to the kitchen table, popping one into her mouth as she did. Good morning to you too, mother.

Ah ah ah, none of that sass. Chrysalis chided.

“Augh.” Twilight groaned. Good morning, mother. How are you?

I am wonderful, thank you my dear. We can talk more after your meal, I would hate to disrupt your morning routine after all.

Twilight kept the last of her grumbling to herself, focusing her energy on consuming the strawberries with as much vitriol as she could manage, which was difficult as eating fruit angrily wasn't a thing most creatures could do. Twilight was nothing if not inventive though and this was merely another hurdle the brilliant mare would surpass.

When she finished her meal, she got up, and made her way over to the couch, relaxing into the plush cushions. Thank you for waiting. Now, what did you want to talk about? Twilight asked, something telling her she already knew the answer.

Frankly, you need a nurse. Chrysalis stated evenly. Your hive is growing quickly, and has the chance to grow even quicker if your population is cultivated properly. Plus, having a designated nurse and in the future, a breeder, would allow you to birth specialized changelings capable of handling the more complex jobs your particular hive will need.

Twilight paused, confusion stopping her from inquiring more about the nurse question. Why do you say that? Can't a queen birth most kinds of changelings? Also, what do you mean specialized jobs?

Yes and no. Chrysalis pointed out, her tone growing more serious, and gaining the air of lecturer in the midst of a heated lesson. A queen can birth most changelings, but a queen can only birth a certain number of specialized changelings before your body begins to get worn out from this, sapping your strength. A breeder can potentially give birth to a near infinite supply of changelings, their bodies being specifically adapted to become impregnated constantly without suffering any negative effects.

Twilight paused, her mind conjuring images of a pony that was constantly pregnant, birthing changeling after changeling without end or break. The thought made a part of her jealous, while an even larger part of her stirred at the idea, her ovipositor shifting, ready to knock up any female it could. The former pony shook her head, dislodging the idea and forcing her thoughts back to the task at hand.

Enjoying the thought of impregnating the entire town? Chrysalis laughed at her daughter’s beet red face. It is only natural, my dear. A queen must produce numerous offspring over her long life and the easiest way to do so is to impregnate many different females. Despite your repeated attempts to knock up Spike’s ass, I think your efforts have been wasted in that regard.

“I…” Twilight ground her teeth together, only stopping when she forced herself to stop, take a deep breath, and place her hoof against her chest. I admit, that does sound like a very pleasant idea, one that would help my hive, and our family quite well.

Ever the pragmatist. The old queen chided. You are not wrong though, saving the limited amount of changelings you can birth for the beginning of your hive’s life, and in emergencies is the most obvious choice. If you really want to gain some adaptations that will allow you to become pregnant more often, I could be convinced to tell you…

Twilight shook her head. No, it wouldn't make sense for Twilight Sparkle to become pregnant suddenly. Maybe in the future when I have a background story already established, but not now.

Very well put, my daughter. Chrysalis complimented.

The young queen beamed under the praise. Thank you mother, now I think we were getting off topic. I was asking about specialized jobs, and why they would be so important.

Of course, of course. Chrysalis sighed, her jovial tone vanishing in an instant. Your hive does not have the usual issue of struggling against the local flora and fauna like most hives do. You are in established territory, your comings and goings no doubt under intense scrutiny.

Right. Twilight admitted, getting off the couch and gazing out the window. Patrols pass by the library every few hours and it would be difficult to pass off any new additions to the hive without a rather complicated cover story.

Exactly. You are a smart, and capable changeling, but even the most brilliant creatures can be the victim of pure chance, which is why you must move slowly, and keep your own population relatively low.

That is unfortunately true. Twilight frowned, her gaze lingering out over the town and the few ponies out and about during such early hours. A pair of mares walked one way, a mail delivery stallion walking the other way while a trio of guards stood outside a home across the street, the unicorn in the middle carefully scanning the building. Celestia has stepped up scanning like I assumed she would. Perhaps my initial idea of creating a tunnel network is not as silly as I thought.

Indeed. Chrysalis commented, her mind piggy backing Twilight’s senses and alerting the young queen to the fact that her eyes were being used by another creature. Celestia is doing everything you said she was going to do, and though I am hesitant to encourage your desire to dig so many tunnels, it might be worth the cost in the end.

It would allow myself and any hive members to traverse ponyville unmolested, given I have enough time to properly hide the exits and the tunnel’s construction. Twilight shook her head. But that is a thought for another time. What types of changelings do you think I should consider birthing first?

First things first, you need a designated court sorcerer. Chrysalis pointed out, her tone firm. You are going to need to constantly update your wards, and defend against any attempts to scry within your hive. This will necessitate a designated individual that will be capable of doing just that around the clock, potentially twenty four hours a day.

Perhaps twins then? Twilight offered, her expression darkening as she watched the guards walk to the next house, the unicorn lighting his horn once more. It would allow them to switch off, and twins naturally work well together.

True, but you must watch out. Twinned changelings share a deeper bond then one even between hive member and queen, which might lead to issues of loyalty. Chrysalis replied.

The young queen snorted in derision. Good, that will mean they will work doubly hard to cover any faults of the other, leading to a more cohesive and successful whole.

That is an… interesting way of looking at it. Chrysalis admitted reluctantly. Regardless, you are also going to have to spawn several advanced infiltrators if you are going to have a hope of gathering enough love to properly support your growing hive.

Hmm, that is a good point but right now we are running a surplus, and if my calculations are correct, we will continue to run one even after the first clutch has hatched. Twilight shook her head. Regardless, we are getting off topic again, I need a nurse first.

Indeed. I could send one over if you would like. Chrysalis offered, without hesitation. The hive is no longer sustainable, and as such does not need an excess of nurses.

Though I appreciate the offer, a true changeling might be caught by Celestia’s guards. Twilight sighed, closing the blinds after watching the guards move further down the road. The wards she has begun to erect near major population centres specifically looks for pony dna, and does not differentiate how much of the total genetic structure is truly pony.

She walked back to her couch and reluctantly plunked herself down on it, leaning into the cushions and letting out a deep sigh. Plus my drones will have dragon, unicorn, and changeling dna, meaning I will need someone more flexible. No offence.

None taken my dear. Chrysalis sighed, Twilight gaining the distinct impression she was worried about this newest revelation. You wouldn't happen to know of anyone that would make for a suitable convert, would you? Giving birth to such a nurse would take far too much time, unfortunately.

Twilight hesitated, her mind instantly summoning an image of her friend Fluttershy, and specifically how she managed to take care of such a myriad of animals with ease, even serving as a midwife to some animals that needed it. All while doing these duties without complaint or hesitation, and even taking joy in being able to help such a diverse number of creatures with an equally diverse number of needs.

Your friend would make for an excellent nurse. Chrysalis smirked. In fact I think she would be the best choice out of any known candidate.

Twilight cursed under her breath, only now realizing that she should have been hiding her thoughts from the old queen. With a sigh, the hybrid was forced to admit that Fluttershy was the best choice, and would indeed alleviate her problem of needing a nurse so soon. She also had wide, child bearing hips and long shapely legs, two factors Twilight’s instincts assured her would make the pegasus a very efficient breeder. She would be the best choice… Twilight finally admitted. She would give my changelings a good chance, but, I am not sure if converting her is the best idea.

Oh? What's the problem. You were working on that conversion gel I told you of, yes? Chrysalis asked.

I have a single dose ready, but I’m not wholly convinced this would be a good idea. Twilight leaned back in the couch, staring up at the ceiling. She has a far stronger will then you would first think, meaning the conversion may be a more difficult process then for the average pony. Plus she is very interconnected, her animals, and friends would sound the alarm if she was missing within mere hours, giving us a narrow window to see it done, if it's even possible at all.

True… Chrysalis shook her head. Even still, I have confidence that you would be more than capable of both breaking her will, and converting her, no matter how small the window. Perhaps you could even convert her in her own home?

That is possible… Twilight shook her head and stood up suddenly. Regardless, I have a project I need to help her with today.

Which would be the perfect opportunity for you to gleam a deeper insight into her psyche, and even gather information on her residence. Chrysalis smiled, her pleasure transmitting through the link they shared. Clever girl.

Twilight smiled. That is mostly true. Perhaps she even has a latent desire to do the job of a nurse. The young queen chose to not add that this was mostly to help absolve Twilight of any guilt her actions may bring about after forcefully converting the innocent pony, hiding those thoughts deep away from her mother’s attention.

Most intriguing. Chrysalis remarked. You have given this more thought then I first imagined.

Of course. I must think of any eventuality, as it's not like I can simply resist my purpose.

And to think there were those in my inner circle that doubted you. They said your pony side would hold you back. Chrysalis smirked cruelly. But you wouldn't do that would you?

N-no. Twilight stuttered. Resisting now would would only get myself and Spike killed.

The only way you can go, is forward after all. Giving everything you can to the hive will not only see to Spike and your friends safety but your own as well. Chrysalis stopped suddenly, the feeling of surprise coming through the link. Hmm, it seems as though the relay is going to have to move. We will speak again soon. Until then, think on my words young queen, wisdom is not always free.

I will mother. Twilight replied.

The sensation of being connected to her mother’s hive began to dull, until the grand choir of the many hundreds of changelings fell away entirely, leaving her alone with only the still half formed thoughts of a slumbering Spike in her mind. After experiencing the grand choir that was her mother’s hive mind, Twilight felt as though the silence of her own had grown deafening. Not only did the biological part of her want to experience the joy that came with knowing her hive was growing, but their existed another part of her that craved only the absolute joy that came with so many voices.

This is the best thing for my hive, for my drones, and hopefully, for Fluttershy herself. Twilight reasoned, clinging to the desperate hope that Fluttershy had some hidden desire that she could fulfill and thus absolve herself of any guilt she may feel from the eventual conversion.

With a shake of her head she pushed a sliver of magic into her horn, reaserting her disguise while using a simple spell to tell the time. Seven thirty. Meaning I have a half hour to get over to Fluttershy’s. Plenty of time to map out the guard’s new routes and screening procedures.

With a thought she checked up on Spike, finding the dragon hybrid still slumbering softly in his bed, his body clinging tightly to one of Twilight’s pillows. The queen shook her head and moved towards the door, silently reminding herself to make sure her assistant woke up at a decent hour, unlike yesterday.

“Maybe I should pick up an alarm clock or something.” She muttered, as she stepped outside, and locked the door behind her. “No that's pointless. I just need to give him a mental prod after all.”

Shaking her head, Twilight Sparkle set off through the busy streets of Ponyville, weaving her way through the mid morning crowd and towards the Everfree. As she walked she kept her senses both mundane and magical open and receptive, constantly tracking and taking note of the emotions and positions of the ponies around her.

She had grown so good at this constant state of monitoring that she was fairly certain that even if she closed her eyes she would still be able to find her way, relying only on the feelings of those around her to guide her way. She passed guards making their rounds, checkpoints that were easily avoided, groups of confused and soft spoken ponies that were baffled by the sudden increase in security.

Through it all she kept a calm, cool expression plastered firmly on her face, an expression that would tell anyone who looked upon her that she was not only in charge, but that she had seen this all coming. It was a look that told the gawkers that she had no time to talk, and the guards that they need not bother her with simple questions or otherwise waste her time.

Turning down the last street in town, Twilight stalked calmly down the winding road, not hesitating in the slightest when it transitioned from cobblestone, to simple packed dirt. Ahead and to her right stood Fluttershy’s cottage, giving her time to think over what she had seen.

The guards were all different, their accents putting some of them from Canterlot, Manehatten and even as far away as Vanhoover. Celestia must be mixing the units to ensure they don't stay together. Clever girl. That would surely throw off any attempt to infiltrate the military, as well as ensure that all guards watch their comrades closely, having built little trust between new squad mates, effectively starving any changeling that replaced a guard.

Twilight chuckled. Not like that will help against me.

The queen shook her head as she walked over the familiar bridge that linked Ponyville proper to Fluttershy’s out of the way cottage.

Now for the real challenge. Twilight thought to herself, knowing full well the unpleasant possibilities that may arise from being so close to Fluttershy’s animals. Chrysalis’ memories showed that animals largely couldn't pick out a changeling, but if one was familiar with a pony before they were turned they may react badly to the newly converted creature.

Not like Twilight was particularly well acquainted with any of Fluttershy’s animals, save for maybe Angel, though even then it's not like they had been in the same room very often. She pushed that thought out of her mind and made her way up to the door, happy to see that few animals even noted her passage, and the few did so did only with a passing disinterest.

The same simple spell she used before told her the time was now exactly five minutes before eight, the perfect time to arrive. Not too early as to appear impatient, the perfect time to show up to any appointment or meeting. Twilight thought to herself proudly.

Lifting her hoof up, the queen knocked twice and took a step back.

Hearing the distinct sound of movement from within, Twilight smiled, taking the moment to extend her senses outwards and determine there was indeed a powerful emotional resonance just inside. Whomever was inside was feeling rather flustered, and after the sound of hooves came clattering from the direction of Fluttershy’s room the pegasus suddenly yelled. “Coming!” In a slightly hysterical voice.

Twilight chuckled, knowing from just her emotions that the pegasus must have overslept.

Sure enough the top half of the door creaked open to reveal a rather ragged looking Fluttershy whom had deep bags clinging to the underside of her eyes. The instant their eyes met, the pegasus seemed to relax, her shoulders falling slack as a small smile crossed her face.“Oh, hello Twilight. How are you?”

“I’m alright.” The queen remarked offhandedly, taking a step forward. “It's you who I’m more concerned about. Did you get enough sleep last night?”

“Oh yes, I just saw the cake twins last night when I…” She stopped suddenly, her body folding inwards slightly as a spike of embarrassment suddenly exploded outward. “N-nevermind. I just didn't get much sleep last night. It must have been too much sugar from one of Pinkie’s pastries, is what I was trying to say.”

Twilight frowned, not needing her emotional powers to read the subtext of what Fluttershy was saying. “If your sure that was it…”

“It was.” Fluttershy replied quickly. “Oh, but where are my manners? Please come in.” The mare hopped down from her perch, closed the top half of the door, and swiftly opened the entire thing, welcoming Twilight inside.

The queen walked inside, silently closing the door behind her and making her way over to the couch and plopping down. “Are you sure your alright Fluttershy? You seemed rather down.”

The pegasus stopped at the entrance to her kitchen. “I..” She shook her head suddenly. “It's nothing, really. Now I was about to make my morning tea, would you like some?”

“The orange and lemon kind, right?”

“Mmhmm.”

“Sure, no sugar this time though.” Twilight replied, expecting a chuckle and getting none.

Fluttershy nodded and left, leaving Twilight sitting there, contemplating what she had just seen. What did she say about the cake twins? What did seeing them have anything to do with not getting so little sleep? The queen tapped her chin, deep in thought. Maybe I could extend my senses and pick up something that will help me figure out what's going on.

As the changeling focused, drawing her senses outward, she didn't even notice a beetle fly over to her shoulder and perch proudly.

Focusing more intently on the kitchen Twilight could sense confusion, self loathing, and shame by the bucket load. What is going on with that poor girl? Twilight thought to herself, not noticing that the beetle had gained a trio of friends, who were now using her as a perch. Did she simply eat too much? That would explain the self loathing and shame but not the confusion, right?

“Hmmm.” Twilight muttered, her senses so focused on the kitchen that she didn't even perceive a small swarm of butterflies now taking roost in her hair. “Did she do something wrong? Perhaps even offended them somehow?”

“Who are you talking to?” Fluttershy asked, striding into the room with a platter placed on an extended wing.

“It's nothing.” Twilight sat up suddenly, alerting the veritable swarm of bugs that their perch was not quite as sedentary as they once believed, and causing them to erupt into a flurry of wings. “What the heck?”

Fluttershy giggled, barely able to keep her wing steady as she placed the platter on the coffee table. “It seems like you earned a few friends.”

Twilight blinked, watching as the butterflies, beetles and other assorted insects flutter around her. “I suppose I did. It must be the new perfume I was trying.”

“Oh?” Fluttershy took a step forward, her nose raised. “You do smell kind of different, almost like…” Her nose wrinkled. “Dirt. No offence.”

“None taken.” Twilight chuckled, for once glad that the hive was little more than dirt, roots and resin at the moment. “I went for a bit of a walk before I got here and some rude mare kicked up a cloud of dirt as she ran past.”

“Oh you poor dear. Would you like to use my shower?” Fluttershy asked as she poured them both a cup of tea.

Twilight stopped, and sniffed herself, her eyes widening as realization suddenly dawned on her. I still have changeling pheromones clinging to my chitin. No wonder these bugs can't get enough of me. “Err, if you don't mind, I’d appreciate it.”

“It's no trouble at all.” Fluttershy smiled gently. “While you clean up I’ll get everything ready to organize the immunization records. If that's alright with you of course.”

Twilight nodded. “Thanks, that sounds like a good place to start.”

“Towels are behind the door, and soap and shampoo should be in there already!”

“Thanks Fluttershy!” Twilight smiled and made her way upstairs, intent on cleansing herself of the pheromones she only recently noticed. Being part changeling sure comes with some strange drawbacks… I wonder if that's what Fluttershy was smelling?

The queen shook her head and made her way upstairs. It doesn't matter, first things first.

“Thanks again for letting me use your shower.” Twilight remarked, looking up over the stack of paper that now filled the coffee table, having replaced their beverages. “I never knew you used such a fancy shampoo, though I suppose it makes sense considering how nice your mane always looks.”

The pegasus blushed, pushing up the small reading glasses resting on the end of her nose. “T-thanks but it's actually Rarity’s she let me borrow some to try. Do you really notice a difference?”

The queen grinned from ear to ear. “Absolutely, you look positively radiant.”

Fluttershy giggled, batting her eyelashes at her friend and hiding behind her hair. “Oh stop, it's not that different.”

“On the contrary. I would say it's a marked improvement.” Twilight smiled, turning back to the work at hand, and subsequently missing the serene smile that crossed her friends face.

“T-thanks.” Fluttershy whispered back.

“What did you say?”

Fluttershy shook her head. “N-nothing.”

Twilight shrugged and went back to work, sorting each immunization record into a carefully maintained pile, based on how many of their shots they still required. “I don't know if you are going to have enough supply. Whoever was running this other shelter didn't exactly keep up to date.”

Fluttershy frowned, looking down at the four piles of papers, with the largest being the furthest to her right, indicating the animals that had not had any shots at all. “It sounded like they have been underfunded for years and the only volunteer left was an old stallion that could hardly even walk all the dogs.”

The queen stopped, her teeth grinding together more and more as time passed. If even Celestia’s tight run bureaucracy has such major slip ups, could I really do better if my hive grew to the size of a city, or even a town?

“Are you alright?” Fluttershy asked. “You had a weird look on your face. Not that I’m saying your face is weird or anything. Oh poo, I didn't mean-”

Twilight shook her head. “It's nothing, just making plans for the future.”

The two fell into comfortable silence that stretched several minutes, with Twilight paying close attention to her friend’s emotional state through it all. Though the pegasus appeared calm, Twilight could sense that just beneath the surface her mind was filled with competing emotions, most confusingly was a deep seated envy that seemed to radiate from the mare.

“So, how are the twins doing?” Twilight asked offhandedly. “I haven't been down to sugarcube corner recently.”

“They are…” Fluttershy shook her head. “They are growing so quickly, it's amazing to think that they are only a few months old and are already crawling around.”

Envy spiked the second Fluttershy began to speak, only to be quickly suppressed when she stopped, the pegasus actively trying to shut down that particular emotion. “Ahh.” Twilight muttered. “How is Pinkie doing? I heard she was having some trouble babysitting at first.”

“She's good.” Fluttershy all but whispered. “She's gotten the hang of it, I think. Pinkie Pie doesn't look it but she is quite responsible when it comes to foals.”

“That's not surprising.” Twilight remarked. “She's far more mature then we give her credit for sometimes.”

“Very true.” Fluttershy commented absently, her mind clearly elsewhere.

So that's what has her in the dumps. Twilight thought to herself, a plan already forming in her mind. “You know seeing how happy the Cakes have been has got me thinking of my own future. What about you Fluttershy, would you want a foal of your own one day?”

The pegasus suddenly became even more quiet than usual, her breathing even slowing down as she sat perfectly still. “That would be nice.” She whispered.

Twilight nodded as if she hadn't noticed the dramatic change in her friend’s mood. “Really? No offence but I never took you for the type of pony that would want foals of your own. I think you would be an amazing parent, don't get me wrong.”

Fluttershy nodded, her shaky hooves placing the cards back on the table. “I’ve always wanted to be a mother.” She smiled faintly, her gaze staring off into the distance, seeing nothing. “I remember when I was young I would pretend my dolls were my foals and I’d carry them around everywhere.”

The queen stopped her own work and looked up at her friend’s misty eyed expression, noting the way she seemed to emit waves of regret and envy. She must really, really want foals of her own. Twilight concluded, watching the mare closely as she was lost in her own little world.

Shaking her head, the pegasus seemed to return to reality. “S-sorry.” She stuttered, wiping her eyes clear of tears. “I guess I got a little side tracked for a second there.”

“Good memories?” Twilight asked innocently.

“In a way.” Fluttershy shook her head. “Just remembering when I was younger.”

“If you don't mind me asking, why haven't you had a foal already?” Twilight asked, smiling faintly. “You own your own home, have a thriving business, and would no doubt pass any test they gave you.”

The pegasus sighed. “I can't adopt or get a uh ‘donation’ because I’m well…” She sighed, pressing her forehooves together nervously. “I’m single, and I don't have anyone to help me. The agency won't consider me, they say it's policy. Maybe one day though.

Twilight watched closely as the mare’s emotions ran roughshod over her psyche, bringing her close to outright, a small trickle of liquid crawling down her cheeks. “Surely there is a way around it? I mean your the most motherly pony I know.” Twilight offered.

“Thank you Twilight, but I’m afraid it's just not possible.” Fluttershy sighed, her face falling as she stared into her hooves. “I know it's stupid to want foals especially considering I live alone and so close to the everfree but I…” Her voice hitched in her throat and she stopped herself, placing a hoof against her chest. “I’m sorry for blubbering like this, I don't know what's come over me.”

“The heart wants what the heart wants.” Twilight finished, leaning across the table and taking Fluttershy’s hoof in her own. “You don't have to apologize for being yourself Fluttershy.”

The pegasus smiled faintly. “T-thanks.” She sniffed hard, wiping her face of any last tears that clung to her cheeks. “I think I’m just going to the bathroom for a moment.”

“Of course.” Twilight released her friend’s hoof and sat back in the couch. “I’ll finish up here, you take all the time you need.”

The mare merely nodded and trotted away, disappearing up the stairs and leaving an energized Twilight to continue to work, while simultaneously accessing the hive mind and sending Spike a mental ping. Spike, are you there? I need you for something urgent.

Who what where? Spike shot back, only for a sudden shot of pain to transmit through the link, leaving Twilight with the distinct impression that he had still been in bed and was now on the floor. Ow.

The queen chuckled. Are you awake now?

Where did you- oh right, Fluttershy’s thing was today wasn't it?

It is. I’m going to need you to bring the conversion gel I’ve been working on to Fluttershy’s house. Twilight barely suppressed a grin, the hive mind abuzz with the joy she was feeling. It seems like we have found our nurse or breeder sooner then I thought.

Oh? So you are going to convert Fluttershy after all? Spike asked, his voice tinged by a palpable sense of excitement.

She has a less than hidden desire to be a mother, something we can help her with. Twilight placed the last of the papers in the correct spot and stood up. I’m going to go comfort her, while you put the gel in a thermos and come over here. Oh and don't worry about the patrols, I have most of them mapped out. You remember how to access memories placed in the hive mind, correct?

I think so… There was a long pause. Yup! I remember.

Good, make sure you move soon, as I want to bring Fluttershy into the fold quickly and cleanly.

Yes my queen. Spike replied dutifully before the link fell dead.

“Perfect.” Twilight muttered to herself. “Now what do I make you, breeder or nurse?” She shrugged. “I suppose I will have time for that later.”

“It's alright Fluttershy, really it's okay.” Twilight repeated, rubbing the mare’s back as she sat hunched in her chair, a cup of tea clasped tight in her hooves. “There is no shame in having a moment of weakness, it happens to all of us.”

“S-s-still.” She stuttered, the bags under her eyes having grown deeper after the cry she just had. “I shouldn't have just unloaded like that all of a sudden. We had a job to do and now I can't even focus long enough to give them their shots.”

Twilight hummed softly, rubbing the pegasus’ back in slow circular motions. “That's fine. I found out that you don't have enough stock to complete all the shots in one go anyway so I filled out the request form and sent it away already.”

“Really?” Fluttershy gasped, looking up at the ‘unicorn’ in wonder. “Thank you so much Twilight.”

The mare shrugged. “Don't worry about it. What are friends for?”

“I don't suppose you would mind helping me when the rest of their shots come in?” Fluttershy asked nervously, tapping her hooves together and avoiding the queen’s gaze.

“Of course I can.” Twilight smiled.

The pegasus sighed. “Thanks.”

“Don't worry about it. Would you like some more tea?” Twilight asked.

Fluttershy nodded, lifting her empty cup. “Yes please.”

“You just stay right there, I’ll be right back.” Twilight stepped into the kitchen, fetching the kettle from the stove and adding the boiling water and a tea bag to the empty cup. “Two sugars right?”

“Yes, thank you!” Fluttershy answered.

The queen smiled and trotted back into the living room, her aura levitating the tea cup and setting it down before the smiling pegasus. “Careful, it's hot.”

Fluttershy nodded, a small blush crossing her cheeks. “Thank you so much Twilight. I don't know what I would have done if you weren't here.”

“You would have done just fine without me.” Twilight replied, placing a hoof on the mare’s shoulder and causing the pegasus’ blush to grow and a surge of love to be directed at the queen. Love which was promptly eaten and stored away, but not so quickly that she didn't detect the fact that it was real, romantic love.

The realization made Twilight stop for a second and look down at the pegasus in a new light. Thankfully Fluttershy was busy sipping her tea, meaning she didn't notice the sudden intensity that Twilight was staring down at her. Thoughts whirled through the queen’s mind forcing her to come to grips with the fact that Fluttershy genuinely desired her. Sure Twilight had always been an open bisexual but she had also always been so mired in work that she had never really considered the possibility of a relationship, nevermind one with any of her close friends.

Pushing those thoughts from her mind from now Twilight sat across from the pony. “I hope you don't mind but I sent a quick letter over to Spike.”

Fluttershy’s smile fell away, replaced by a nervous look. “What did you tell him?”

“I told him about your issue, because I was working on a solution that might help you.” The mare smiled. “I hope you don't mind.”

“My issue? Do you mean-”

Twilight nodded. “I was working on something that would help parents that had trouble conceiving to do just that. This potion also works without a donor by mixing the genes of one pony and impregnating them with this remixed splice of genes.”

“That sounds… complicated.” Fluttershy shook her head. “But is it safe?”

“It is. I’ve even gotten permission to test it on ponies, but haven't found a volunteer yet.” The queen stood suddenly, trotting up to the smaller mare and placing a hoof on her shoulder. “What do you say Fluttershy, would you like to be a mother?”

“I-I-I.” The mare’s jaw hung open, and though Twilight could feel that she had a sliver of doubt remaining in the back of her mind, there was also a nearly overwhelming desire pushing back against that doubt. “This is all so soon.” She bit her lip and looked up into Twilight’s eyes. “Are you sure it's okay to test this on someone like me?”

Perfect, she's pushed past the doubt, now for the final stage. “Absolutely. If you are willing to come back to the library and remain there for the night for observation reasons.”

The mare nodded eagerly. “Y-yes. I’ll just put out some more food and water and leave a note.” The pegasus rose suddenly, trotting into the kitchen and disappearing.

Now alone, Twilight let a small, prideful smile cross her face. Where are you Spike?

Just crossing the bridge right now. Spike replied back. Nice work on that lie by the way. Does something like that even exist?

Thanks, it's just something I read about in a science magazine. It's technically possible, but not currently feasible as it requires manipulation of the pony’s genetic structure, something not possible. Twilight replied.

Unless she was a changeling.

Yes, then I could theoretically do such a thing, given enough time but why bother when I could just knock her up the old fashion way? Twilight chuckled, walking over to the door, while simultaneously trying to push down the sudden burst of arousal that threatened to make her ovipositor emerge.

Oooh, someone’s excited to impregnate their friend. Spike quipped, chuckling as he felt a small surge of embarrassment flow back through the link. I’m outside.

On queue, Twilight heard a light knock at the door, alerting her to the fact that Spike was where he said he was. Before she could move Fluttershy suddenly burst from the kitchen, a wide smile on her face. “Is that him?”

“I think so. Did you get all the preparations made?” Twilight asked, walking up to the door.

“Yes, they should be fine for another day or two if need be.” Fluttershy commented, wings abuzz with excitement. “I can't believe this is actually happening. I’ve dreamed of this moment for years!” The excited pegasus squealed in delight, unable to stop herself from doing a little spin.

I think I am going to die from cute. Spike commented through the hive mind.

You can die after you give me the gel. Twilight shot back with a snicker.

“Okay so the plan is to drink the potion here, then walk back to the library where we will take you under observation. If that's still alright with you.” Twilight added.

Fluttershy nodded. “Absolutely!”

With a smile on her face Twilight turned and opening the door, revealing a grinning Spike holding a thermos in one hand. “Hey Fluttershy, Twilight. Heard you girls needed this.” He held up the thermos, giving it a slight wiggle in emphasis.

“That we did.” Twilight gripped the thermos in her magic and turned to a stunned, and excited Fluttershy. “Are you ready Fluttershy? We can wait a bit if you don't feel comfortable-”

Fluttershy was quite ready, so much so that she grabbed the thermos right out of Twilight’s grip. “Do you drink the entire thing at once?” She asked.

“Err yes. Just drink the entire thing at once or else it wont work.” Twilight replied quickly, only to be surprised once more when the pegasus threw back the thermos and chugged the contents thereof.

“Huh.” Spike muttered, watching in awe as the shy pegasus drank the entire concoction in a single long gulp. “Impressive.”

“Quite.” Twilight added.

The pony’s throat bulged every other second as she forced down another mouthful of the viscous liquid, the thermos quickly becoming empty as the mare chugged nearly every last drop. By the time Twilight realized that she didn't have to put any effort into convincing her friend to consume the liquid it was already gone, the now empty thermos falling to the ground, a strange expression crossing Fluttershy’s face.

“That tasted funny.” She commented, sticking out her tongue in disgust.

“Unfortunately we haven't had time to alter the taste at all.” Twilight remarked lamely, taking a step forward and eying her friend closely. “How are you feeling?”

“Good.” Fluttershy replied, her eyes glazing over. “My stomach feels funny.”

“Well just stay standing long enough to get back to the library and we can get you a nice bed to lay down on.” Twilight added, taking a step forward when she noticed Fluttershy begin to sway in one direction. “Fluttershy?”

“I’m fine, just really dizzy all of a sudden.” The pegasus whispered, teetering one way and then the other.

“Should it be working this quickly?” Spike asked hesitantly.

“It should take over an hour before it sets in.” Twilight frowned as Fluttershy took a step forward only to nearly topple to the ground, only the queen’s steady hoof holding her upright. “It must be reacting to her own desire to become a mother.”

Spike frowned, tapping his chin. “Hmm, we better get moving before she-” The pony collapsed suddenly, Twilight’s magic catching her before she hit the ground. “Does that.”

The queen sighed, running a hoof down her face. “Stars above…”

Spike shook his head. “Why exactly did we do this before getting back to the library?”

“I thought she would be harder to convince, and that walking her back to the library would give her time to regret her actions.” The queen frowned, looking down to the slumbering mare she had just lowered to the floor. “I guess that wasn't needed.”

“What now?” Spike asked, gesturing to the pony on the floor.

“Well, we know there patrols right?” She half asked half stated.

“I guess…” Spike’s eyes narrowed. “Your not telling me we have to carry her back to the hive?”

“Maaaybe?” Twilight tapped her hooves together.

Spike groaned, running a clawed hand down his face. “Augh, and let me guess, we have to move quickly before the patrols change or someone shows up?”

Twilight nodded. “You closed the library at least right?”

“Yeah, but I don't see how that's going to help us drag a full grown mare through the centre of town without anyone noticing.”

Twilight grinned confidently. “You underestimate us.”

“Do I?” Spike deadpanned.

The queen rolled her eyes and moved to the pony’s back legs. “Oh hush and grab her forelegs, I’ll carry her.”

“Good.” Spike snorted. “Because I sure ain't.”

Twilight wheezed heavily, her steps slow as she struggled to walk the last ten feet to the bed they had set out. Sucking wind and barely able to stay standing, Twilight was forced to use the last dregs of her magic to lift Fluttershy up and into the bed. “There. Finally.”

Spike rolled his eyes, and sighed. “You know I could have carried her the last bit of the way.”

The queen’s legs sprawled out in every direction, her body falling limp and her face landing in the dirt. “After all that teasing and saying I couldn't do it? Never.”

The dragon chuckled, walking his way up to the mare and extending a hand. “Need help?”

“I think I need a minute more then anything.” Twilight told the dirt.

“Well don't look now but I think the changes are starting to happen.” Spike pointed out, walking up to the bed and watching closely as the slumbering mare’s body began to shift.

Twilight extended her magic into one of the nearby pits of love and pulled out a dollop of the pure liquid, which she quickly consumed. With a resounding sigh the changeling queen rose to her hooves, strength now flowing through her and re energizing her. With one last shake of her head, the mare trotted over to the bed and looked down at Fluttershy as she twitched in her sleep.

“You weren't kidding.” Twilight remarked.

Spike nodded, joining his mother as he watched the pegasus’ body continue to change.

Where there was once butter yellow fur there was now only the dull black of chitin. Her mane seemed to be the next thing to go, slowly being replaced by the wholy silklike mane of a changeling, keeping a sliver of it's original color and all of it's length.

“So, what kind of purpose are you going to give her?” Spike asked.

“I don't know…” Twilight contemplated as she watched the pegasus’ feathery wings disappear and be replaced by thin membranous wings of a changeling. “She would make an excellent breeder, as well as a nurse.”

Spike lifted an eyebrow. “It almost sounds like you want a nurse that you could knock up.”

“Your not wrong…” Twilight sighed. “She's beautiful as both changeling and pony.” The queen reached down and gently moved the mare’s silky mane from her eyes, allowing her to see twin fangs now poking out from beneath her jaw. “Hmm, they are smaller than normal.”

Spike looked down, prodding the tiny fangs, that only barely managed to emerge from the former pony’s lips. “Would you look at that. What does it mean?”

Twilight shrugged. “I’m not sure. Nurses and breeders both have slightly smaller fangs, but these are exceptionally small.”

“Huh.” Spike shrugged, watching as the changeling’s tail joined her mane, becoming the same color and texture as her mane. “How much longer should it take?”

“I don't know…” Twilight frowned, staring closely at the prone form of her friend. “Chrysalis had developed the conversion gel years ago but never used it very much, preferring to do it the uh, old fashioned way.”

Spike blushed hard, the hive mind abuzz with images of his rebirth and the process that went into even making it possible. “That is so hot.” He muttered half to himself.

The queen smiled, her gaze temporarily drawn up, to Spike’s long, lithe body and more importantly his purt, and surprisingly round, butt. Staring for a few seconds longer, Twilight very nearly convinced herself that she could take a break and fuck Spike’s ass a bit, only for a sudden spike of panic to come from the former pegasus.

“Was that Fluttershy?” Spike asked hesitantly.

“It was.” Twilight replied, leaning close. “She's coming to, and sooner than anticipated. Her desire to be a mother must have been stronger then first anticipated.”

Spike opened his mouth to speak, only for a sudden gasp of air to alert him that his newest sibling had awoken. “Wha-” The former pegasus muttered, only to grab the side of her head and wince.

“Shhh, hush now. There is no need to panic.” Twilight whispered, running a hoof down the side of the mare’s face. “This is just my natural form.”

The former pegasus seemed to relax slightly, her body falling still as she looked around. “Where am I?”

“You are home.” Twilight smiled, gently bringing the mare’s chin up and forcing their eyes to meet. “I will tell you more about your new home in a moment. First you need a purpose, one that reflects your wants and desires.”

Fluttershy blinked owlishly. “A purpose?”

“Indeed. All changelings need a purpose.” The queen hesitated a second before shaking her head. “And yours will either be to raise the young changelings, or to give birth to them. The choice is yours.”

Before Fluttershy had a chance to speak the full weight of the hive mind pressed against her consciousness, opening the link between their mind and hers. For a moment her eyes went wide with panic, which was quickly replaced with wonder, and finally, acceptance. After which she fell unconscious, her mind unable to handle the many changes she had just gone through, and her body preparing her for the changes yet to come.

“Isn't that risky?” Spike asked. “Giving her a choice? What if she accidentally chooses… I don't know, a guard?”

Twilight rolled her eyes. “I don't think Fluttershy would do that even by accident. Besides, I made sure that her only choices were breeder and nurse, her subconscious will guide the last changes that will ensure she becomes one or the other.”

Spike continued to frown, his eyes glued to the mare’s body as she lay deathly still. “Well alright, I’ll trust you.”

“Come on Spike, we better go open the library I’ll keep an eye on her via the hive mind.” Twilight turned, Spike close behind her.

“Alright, if she wakes up I’ll cover for you while you go check on her.” Spike offered.

Twilight smirked, giving the dragon’s ass a firm smack. “That's my number one assistant.”

The dragon groaned, rolling his eyes. “Look I know my butt got a little bigger but emphasizing the ass in assistant was only funny the first time.”

Twilight stuck out her tongue in protest. “Spoilsport.”

The strange, dingy green colored basement Fluttershy had seen moments earlier was gone, replaced by the clean and perfectly organized living space that was Twilight’s bedroom. The change was a drastic one, causing the mare to try and sit up quickly, shocked by the sudden shift in space. As she tried to rise she found her limbs were slow to react, and what little she could move felt like it was happening in slow motion, her limbs moving through molasses. As she looked around Fluttershy noticed everything had a strange dreamlike quality, making the pegasus sigh.

“It's just a dream. Twilight wasn't really a changeling.” She muttered to herself and yet despite how she knew logically, that such a sentence should make her feel relieved, she felt anything but.

Pushing aside the bedsheets and the strange thought, Fluttershy stood and made her way over to the door. Looking around the room, Fluttershy paused, finding that other then things being slightly out of focus there wasn't anything out of the ordinary. Indeed as she looked around she began to notice things she had never seen before. Books she was sure she had never looked at had clear and defined titles, pictures she had never paid more than a passing glance to now had details she was sure she had never noticed before.

Shrugging her shoulders, Fluttershy made her way out of the room, walking down the hall and towards the bathroom. She wasn't sure why she went that way, but something felt like it was pulling her in that direction and knowing full well that she wasn't awake, Fluttershy saw no need to fight this urge as it wasn't like anything could truly hurt her in the realm of dreams.

When she entered the bathroom she was once more struck by the distinct feeling that something was off. Again the level of detail seemed to jump out of her, things she had never noticed before were clear as day. Fluttershy didn't know much about dreams but she was sure something was off, or her memory was simply better then she had first thought.

Feeling a tug at her chest she turned toward the mirror and peered within, the feeling quickly vanishing when her gaze met her reflection’s.

“Is this all you wanted to show me?” She asked the reflection.

For several long seconds nothing happened, and just as she was about to leave she noticed something strange when she turned her head. Stopping, the pegasus peered out of the corner of her eye, finding that something black glistened on her neck.

Leaning closer to the mirror the pegasus pressed a hoof against the spot, finding that the black spot grew larger after she touched it. “What is going on?” She muttered, finding that the black spot was now spreading without her even touching it.

Yet where most would panic, Fluttershy only watched as her fur fell away, replaced by hard black, hole ridden chitin. Worry, fear, panic, they all never came, and the former pegasus even smiled, a distinct feeling of rightness filling her. She had never placed much stock in being a pegasus, her wings being viewed as little more than a nice addition and not a core part of who she was.

So it was hardly a spot of concern when she looked back and found that they were replaced by the distinct almost butterfly like wings of a changeling. She didn't even mind when her mane and tail fell out and were replaced by the a fine curtain of silk, and it was only when a horn began to grow from the centre of her forehead that she even began to worry.

Fluttershy was, after all fairly tall for a mare, and she seriously worried about the possibility that she may just end up twacking her horn on any doorway she passed through. To her distinct pleasure, it did not grow for more than a three or four inches before stopping, leaving it as more of a jagged black stub then a true horn.

Breathing easier, Fluttershy looked back into the mirror, a distinct feeling of pleasure beginning to rise from within her. The changes were becoming deeper, altering her body in ways she couldn't define, though even with the knowledge that these changes were more than skin deep, she still did not panic. Indeed the feeling of pleasure grew every larger, undeterred by the fact that her eyes had changed, her pupils narrowing and gaining the distinct appearance of a changeling’s. Not even the addition of small fangs growing past her lip could dissuade the pleasure building inside her.

Unable to contain her joy any longer the mare fell to the ground, a hoof reaching between her legs and seeking out her now dripping sex. Her grasping hoof never reached it's target as it instead bumped into something else entirely, the appearance of which made Fluttershy stop and look down in surprise.

Her breasts were larger, and as she sat on the floor she could see they were still growing. She had never been well endowed in that regard, having little more then small buds the likes of which no mare was jealous of. What she had now would put even Rarity to shame, as they were easily large enough to make a passing viewer believe as though she were currently breast feeding a pair of very hungry foals.

“Umf.” She moaned, the thought making something deep inside her burn with an intensity she had never felt before.

Yet despite just how distinctly pleasurable and completely sexual the feeling was, there was a different, more wholesome part of the same feeling that made her love the fact that she was raising the foals she had given birth to. She went back and forth, wondering which part she enjoyed more, the idea of raising her own foals, or actually being pregnant.

In the end she gave up, refusing to pick one or the other and instead pushing past the strange notion entirely and focusing on the changes that were still occurring.

Her breasts had now swelled to the point that they would no doubt rub against the insides of her legs, and already Fluttershy could feel an odd heat resonate from within them. At first it was simply odd, but as time passed it grew more and more pleasurable as her breasts filled to the brim with a strange substance she knew wasn't milk. What exactly that substance was didn't matter to the former pegasus, as she was above such concerns.

All that mattered to her was the fact that it would help her newborns grow and become the good little changelings her queen needed them to be.

The mare blinked, shocked at just how natural it had felt to think that.

Her queen. Her mother, the sire of her children, the leader of their family, titles that once sounded clashing now seemed completely natural to the pony turned changeling.

Reaching past her still growing breasts Fluttershy gently touched her slit, expecting it to have changed along with the rest of her. Though she didn't notice anything at first it didn't take long for that to change as the heat she had felt in her breasts extended down, filling the space she assumed her womb would be.

Fluttershy moaned aloud, unable to hold back the wave of pleasure that came with feeling her womb stretch and grow, as if readying itself to receive an entire litter of foals. The though of her belly being stretched wide as she was impregnated by a great multitude of changeling young made the mare’s pussy ache with emptiness. That feeling of fullness was something she needed, but not all that she needed.

She looked down, imagining that just past her bulging belly, there were two small changelings suckling at her breasts, gulping down the thick viscous liquid contained within. The image didn't even phase the mare and only seemed to make her more aroused than anything, as if every part of her being was being fulfilled at the same time.

This is why I’m here. This is why I’ve been put on this planet. Fluttershy thought to herself, her chest swelling with pride as she imagined herself surrounded by the many, many children she had borne for her queen. Yes, all for my queen. My body, my soul, my children, all will serve my queen. She thought, the dream beginning to fade as the weight of her choice filled her being with purpose.

The world returned to Fluttershy in bits and pieces, words here, feelings there, the occasional sensation of something soft beneath her body being the only constant. Her own voice didn't seem able to come when she wanted it to, leaving her stuck drifting between the waking and dreaming world. Time had long since lost all meaning to the mare, and it could have been minutes, hours, or even days since she had that strange conversation with Twilight.

As she lay there between the waking and dreaming world she knew in her heart that the dream she had just had wasn't just a dream and that some part of it must have actually happened. Her real, physical body felt different, as if it was rapidly becoming the one she had in the dream and the mare bemoaned this gap between where she was and where she wanted to be.

As she waited patiently for her dreams to be realized, she felt her body shift and change, becoming something new, something different. While her body changed, so too did her mind, senses she didn't have before suddenly feeding her information which she had no idea what to do with. She wasn't sure if it was the result of her new instincts or what, but she could tell that the air tasted vaguely like… worry?

That was strange, but as she moved she noticed something stranger still.

Between her legs, where there had been two small, below average breasts, now rested two enormous milk tanks easily large to feed a dragon. A blush slowly spread across the mare’s face and she ran a hoof down the length of her new anatomy, startled to notice that her fur was gone, having been replaced by black chitin.

It's all coming true. She thought to herself.

The rest of her senses returned in a single confusing wave, alerting her to the fact that two voices were in the midst of what sounded like a heated debate. Setting aside her own worries over her new body, Fluttershy lay still, listening intently.

“-and I’m saying it might have been a bad idea to let her choose. She’s been asleep for nearly six hours Twilight!” A strangely familiar voice exclaimed. Fluttershy’s initial guess was that the voice’s owner was none other then Spike, but it was also more feminine then she remembered.

“Would you relax already? Every spell I’ve used has said that she is doing just fine.” The slightly warped voice of Twilight Sparkle replied. “Her body is still adapting to the changes, and besides, Chrysalis mentioned this might be a possibility.”

The mare breathed in suddenly, surprised to hear mention of that terrifying changeling from all those months ago. That fear didn't last long though, some primal part of her stowing that notion deep down inside her.

“Did you hear that? She’s awake.” Spike pointed out.

“Strange, I didn't notice her presence in the hive mind.” Twilight remarked.

The sound of hooves and feet on dirt could be heard from behind her, slowly coming around the bed, and revealing the confused faces of Twilight and Spike looking down at her. “Oh thank goodness, your awake.” Twilight remarked with a sigh, the changeling placing a hoof over her beating heart.

“Y-your both changelings?” Fluttershy stuttered, only to remember what she now looked like. “Was I changeling the whole time?”

Spike rolled his eyes. “Why don't you give her the download on what's happened?”

Twilight hummed and hawed, staring closely at Fluttershy’s forehead for some reason. “I don't know, her horn took a while to come in, and it's a bit shorter than normal.”

“M-my horn?” Fluttershy looked up, finding that she did indeed have a horn a few inches shorter than the average length of a unicorn’s horn only more jagged, unlike Twilight’s which was much, much longer and far sharper then even the former pegasus’. “Just like my dream.” She muttered, gently prodding the tiny growth on her forehead.

“She's going to start panicking again, and we don't have time to explain everything normally.” Spike pointed out, poking a finger into Twilight’s side. “Just do it already.”

“Oh fine, but if she gets nauseous or something, your cleaning up after her.”

“Whatever, just do it already, I can already feel her starting to freak out all over again.” Spike paused. “It's not nearly as bad as I expected though.”

Twilight huffed silently, closing her eyes and lighting her horn. “Alright Fluttershy, just focus on my voice and try to stick with me okay?”

“O-okay.” Fluttershy stuttered, the feeling of panic growing larger and larger by the second despite her new instincts.

Then, just when she felt as though she was going to have a full blown panic attack, a sudden weight seemingly settled over her, blocking out any attempt to freak out and filling her with knowledge. Time once more lost all form, hours seemingly flying past in mere seconds. Then it was over just as suddenly as it began, only now she knew things she hadn't moments ago.

The former pegasus blinked, looking up at Twilight in wonder. “You are- and Spike is.” The changeling’s jaw hung open and she lay there, baffled and stuttering by the knowledge that now filled her brain.

“Did everything work Twilight?” Spike asked hesitantly, leaning in and poking Fluttershy’s shoulder.

The queen’s face drew tight and she looked down at Fluttershy. “It seems to have gone well. Her mind accepted the information with surprising ease and it should only be a minute or two before her brain sorts it all out.” Twilight’s eyes fluttered open, a look of confusion crossing her features. “Her body took to the conversion gel very well, but there is something off. Hold on a second Fluttershy, this might feel a little weird, but trust me when I say it won't hurt.”

Fluttershy nodded instantly, as if a part of her being trusted Twilight on a level bordering instinctual. “Yes my queen.”

Twilight paused for a moment before lighting her horn and casting a spell that washed over the former pony’s entire being, as if her every organ and part of her new physiology was being analyzed and weighed. It was weird, but not unlike the diagnostic spell that Twilight had used after their more rough and tumble adventures. By the end of it her entire body felt a little strange, as if she was energized, and nervous at the same time. “M-my queen?” Fluttershy asked nervously.

“Nothing is wrong, that much is certain.” Twilight remarked, only to cock her head and stare a little closer at Fluttershy’s midsection. “You also seem to have become a breeder nurse hybrid. Tell me, when I gave you the option to choose your purpose, what did you think?”

Fluttershy tapped her chin. “I don't know, everything became a little blurry and then I couldn't decide so I just thought I would want both?” She shrunk in on herself, hiding behind her holey mane. “That wasn't wrong, was it? I’m sorry my queen.”

Spike took a step back. “She didn't get stuck between the two roles or something did she?” \

“No.” Twilight smiled, shaking her head. “It's like her body became both at the same time, but in order to do so took a little from her horn and wings. You’ll never be able to do more then the most basic of unicorn spells, or fly very well, but you will be able to give birth to any kind of changeling, and raise them all without issue.”

“That would explain why her wings and horn are so small, and why these are so big.” Spike snickered, hefting Fluttershy’s surprisingly heavy, bowling ball sized tits and letting them fall, causing them to slosh audibly.

“Unf.” Fluttershy moaned, a shiver running up her back, her wings extending.

Twilight smirked, sharing a sidelong glance with Spike who snickered back. “Well this is interesting, wouldn't you say Spike?”

He licked his lips. “Absolutely.” His nostrils flared. “What is that smell?”

“It's probably her pheromone organ beginning to activate.” The queen remarked.

“I feel s-s-strange.” Fluttershy whispered, one hoof going to her midsection while the other grabbed one of her breasts.

“Bad strange or good strange?” Spike asked.

“Really good.” Fluttershy shuddered, squeezing her breast while rubbing her midsection, causing a small dribble of greenish white liquid to leak from her breast. “Like I’m whole for the first time in my life.”

Twilight's eyes went wide, an equally wide smile crossing her face. “Can you describe what your feeling?”

The former pegasus squirmed on the bed, her wings buzzing absently. “It's like I want to panic but there is a voice in the back of my mind that's asking me how that would help. I can't really argue it so I just kind of stop freaking out.” She blinked, only now realizing what she was doing and pulling her hooves from her body the changeling blushed hard, turning her black chitin a few shades redder.

Spike smirked, elbowing Twilight. “It seems like your already having an affect on her.”

Twilight rolled her eyes. “We all affect one another equally remember? That is what a shared consciousness means.”

Fluttershy bit her lip, looking up at Twilight apprehensively. “So does that mean I can have your foals now? Or whatever a changeling foal is called. I know what you said before was a lie but…” She squirmed absently, a hoof going to the spot just above her breasts. “I forgive you.”

The queen sighed, a weight settling off her shoulders. “Are you sure? I turned you into a changeling, brought you into my hive, and made it your very purpose to raise and have my children. All against your will.”

Fluttershy shrugged. “That doesn't really change anything. I’m still me, your still you and sure I’m a little mad you lied but I understand why you did it.” Her eyes suddenly gained a hungry, almost predatory gleam and she leaned closer to the queen. “I can have your foals now, right?”

“I err..” Twilight gasped, shocked to be forgiven so readily.

Prompting Spike to step up and nod confidently. “Yup! In fact we could knock you up with a whole clutch this very day. Oh and they are called nymphs, but we aren't pure changelings so I guess foals works.”

“In fact your body could potentially be impregnated hundreds if not thousands of times. Before we get to that though, I want to introduce you to your new brothers and sisters you will be looking after.” Twilight remarked, mentally pushing aside some of the shared arousal that emanated from Fluttershy when the former pegasus realized what her new position truly meant.

“H-hundreds?” She muttered, a hoof unconsciously snaking between her breasts and reaching towards her dripping pussy.

“Possibly even thousands, since changeling’s lifespan is determined by their diet.” Spike added.

Fluttershy’s body shook, her mind conjuring images of herself being filled with foals over and over without end. Forcing Twilight to reassert her control of the hive mind and push such thoughts from their shared consciousness. “Don't forget, it's also going to be your duty to look after the drones when they hatch. We can talk more about that later though, I sense there is something on your mind.” Twilight added.

“Y-yes.” Fluttershy gulped, looking up at Twilight expectantly. “When can I have my your children my queen? I crave the feeling of being full, of being useful, of being complete.”

“Well you are a breeder, meaning we could start the process of birthing new, more specialized changelings within the hour.” The queen tapped her chin, gaze distant, her mind deep in thought. “You don't have any other responsibilities or anything you need to do today?”

Fluttershy shook her head. “No, you made sure to that.”

“Then I suppose we could think about knocking you up fairly soon…” Twilight trailed off, already thinking of a plan.

“R-right now?” Fluttershy asked suddenly, leaping up, her muzzle mere inches from Twilight’s.

“I don't see why not.” Spike commented, shrugging his shoulders.

Twilight frowned, turning and pulling aside the dragon changeling hybrid. “We need to think of what type of changelings we want first, before we do anything and give Fluttershy’s body to finish the last changes.”

“So, what's the plan then mom?” Spike asked.

Twilight’s smile grew wide. “Alright so here's what were gonna do…”

Author's Note

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Breeder

“But what type of changeling should she carry? I say a construction breed would be perfect as we still need to expand the western cavern.” Spike offered, tapping his chin with a claw.

Fluttershy looked from Spike to Twilight, opening her mouth to speak only to be cut off by Twilight who shook her head.

“I know the hive still has far to go in that regard, but we need a changeling capable of keeping our movements hidden.” Twilight stated. “We need someone who can handle the wards and help me with enchanting the library as well as the rest of the hive.”

Fluttershy turned and was about to speak again before Spike sighed.

“That's a nice idea but we still need someone better then me to do the digging.” He stuck out his tongue. “Because I am getting sick and tired of all these late nights spent endlessly clawing through tunnels by myself.”

Twilight scowled, completely missing the fact that Fluttershy had respectfully raised her hoof in an attempt to get a word in edgewise. “I will admit that would be beneficial, but it all won't matter if we get caught, which means we need to focus on staying hidden.”

Fluttershy breathed deep. “Be quiet!” She shouted, causing both other hybrids to look over at her in shock. “Why not both?” She offered.

The two other changelings exchanged a confused look, a shared expression that changed confusion, contemplation and then finally acceptance.

“You know that does sound like a good idea.” Spike pointed out.

“It does, but are we sure Fluttershy is ready for that?” Twilight asked.

“Fluttershy feels like she is more than ready.” The aforementioned changeling stated, crossing her hooves over her chest.

A small, optimistic smile grew on the queen’s face. “Your scans did come back positive. We could knock you up at any time now.”

“And that would help speed up our timeline.” Spike added.

“I would love to have twins.” Fluttershy whispered faintly, a hoof rubbing her small, empty belly.

“Well, what do you think Twilight.” Spike began. “Is she ready?”

The queen lit her horn. “Let's double check one last time.” The purple glow of the queen’s magic focused on Fluttershy’s midsection, the scanning spell making short work and quickly telling Twilight exactly what she wanted to hear. “She's more than ready.”

Spike pumped a claw in the air. “Yes.” His eyes lit up and he leaned close. “Does this mean she could have triplets?”

Fluttershy’s eyes lit up twice as much as Spike’s had, staring intently at Twilight while she awaited a response.

The queen however, shook her head. “I’m not sure. Let's just start with twins and go from there.”

Spike shrugged, and Fluttershy sighed, settling into the bed with a frown. An expression that didn't last long as she quickly realized that she was still getting knocked up with two foals in a matter of minutes. “How long do changelings gestate for?” Fluttershy asked, suddenly realizing just how many questions she had yet to ask. “Because I don't really have a uh, what do you call it? A cover story…”

Twilight shrugged. “That's not a big deal.” A wide smirk crossed her face and she leaned in close, nibbling the other changeling’s ear. “We’ll just say we’ve been dating in secret and finally decided to have a foal of our own.”

“O-oh my.” Fluttershy muttered, unconsciously pressing herself against the more dominant changeling.

Spike however, was less convinced and he merely rolled his eyes at the display of affection. “That would be a strange thing to suddenly announce. Tell me Fluttershy, how many ponies even know that you wanted a foal and that you were turned down from receiving a sperm donation.”

“Oh um, just you guys, and Rainbow Dash.” Fluttershy blushed. “I haven't even told my parents.”

“There we go.” Spike announced. “Rainbow Dash doesn't have the best memory, I bet she would believe you if you told her you could get the donation but there was just a wait or something.”

“Or perhaps that the rule changed shortly after.” Twilight added, pulling away from Fluttershy. “After that we could announce our new relationship, further covering our tracks.”

“Your really into this whole relationship thing.” Spike pointed out with a smirk. “Almost like it has nothing to do with the plan.”

The queen blushed slightly, rubbing the back of her neck. “Well it would make things easier in the long run. What do you think Fluttershy?”

The former pegasus merely smiled serenely, her eyes never leaving Twilight for even a moment. “If my queen wills it I would love to be hers.” Fluttershy blushed, looking away. “For the uh cover, of course.”

Spike rolled his eyes. “You two are the worst. Now are we doing this or what?”

Twilight nodded. “Right, just give me a second.”

The queen lit her horn and closed her eyes, following the memories given to her by Chrysalis and using her magic to reach deep inside herself, altering two of the eggs resting inside her. It wasn't an overly difficult task but Twilight took her time, making sure she did it properly and double checking that the eggs were primed and ready to create the desired type of changelings. After triple checking just to be sure, Twilight opened her eyes and nodded. “Alright, ready.”

Fluttershy squealed happily, rubbing her forehooves together. “So how does this work?”

“First I implant the eggs inside you.” Twilight began, pressing a hoof against Fluttershy’s midsection. “They are already primed to receive the proper kind of seed, which is where me and Spike come in.”

“Wait, I thought for sure you would want her all for yourself.” Spike replied.

Twilight rolled her eyes. “We are going to need a good amount of dragon dna if we want to be able to produce a good digger.” She leaned in close to the dragon hybrid, elbowing him in the side. “Unless you’ve fallen too in love with my cock.”

The dragon’s face grew bright red and he puffed out his chest, inadvertently making himself appear even more feminine as his scales bulged in such a way as to make it appear as though he had small breasts. “No way!” He announced. “I’m ready to do my part for the hive.”

Fluttershy giggled, clapping her hooves together excitedly. “And then what?”

“Well.” Twilight began. “Then we fuck you, fill you with seed and let your body do the rest.”

Spike nodded confidently. “Oh and changelings like this should only take a month to come to term.”

“Oh… wow.” Fluttershy muttered, images of her belly growing to full size in a matter of weeks exciting her far more than she would admit outloud.

Twilight leaned in close, rubbing a hoof over the other hybrid’s belly. “And speciality changelings grow just as large as a foal.”

The former pegasus squirmed awkwardly, her pussy so wet that it began to drip down her legs, pooling on the bed beneath her. “That sounds wonderful.” She whispered.

“Well don't go too fast.” Spike warned. “I don't know if this changed from last time you girls played truth or dare but Fluttershy was a virgin.”

“Spike!” Twilight exclaimed in shock. “You heard?”

The dragon groaned. “Augh, these walls aren't that thick. I couldn't not hear you.”

Fluttershy blushed profusely, shaking her head. “N-no. I mean I have toys and stuff but I’ve never done well… that.”

Twilight lifted an eyebrow. “Really? I thought for sure your date the other month went well.”

The pegasus stuck out her tongue in disgust. “I was just being nice, Braeburn turned out to be a total creep.”

“That's unfortunate, he was always nice when I spoke to him.” Twilight sighed.

Spike shrugged, elbowing his mother right back. “Not like you care. I bet it kinda excites you that her first time is not only going to be with you, but your also going to knock her up.”

Twilight blushed, glancing at Fluttershy out of the corner of her eye. “That is true…”

Fluttershy blushed right back, tapping her forehooves together awkwardly. “Well I’d like to well um…” She gulped. “I would like my first kiss to be from you, my queen.”

Twilight looked over to Spike, who merely shrugged, and extended his hand towards Fluttershy, as if saying. ‘Go ahead.’

The queen needed no prompting, and rather than wait for them to both get on the bed, Twilight merely charged forward, planting her lips firmly against Fluttershy’s. The former pegasus’ lips were every bit as soft as Twilight imagined, and she found herself falling into them, her entire body pressing forward. Fluttershy’s legs began to quake and she struggled to stay standing as her entire body was barraged by the strange sensations now coursing through her.

The young mare had always wondered what it would be like to kiss someone like this, to give herself to that being completely and even in her wildest dreams she hadn't imagined it would feel quite this good. From the simple meeting of their lips Fluttershy felt her knees grow weak and her mind melt, the urge to simply throw herself at the queen nearly unbearable.

A pleasure that only grew when Twilight opened her lips and pressed forward, deepening the kiss and slipping her tongue into the shy changelin’s mouth. Fluttershy instinctively submitted to the larger being, pressing herself against the queen’s chest and allowing Twilight to control just how deep the kiss went.

The long slender tongue of the changeling queen pressed into the young mare’s mouth, making her shiver in ecstasy as she felt the queen assert her dominance in a primal, physical way. Control now firmly given to the changeling queen, Fluttershy could only half stand there on the bed as Twilight moved back and forth, teasing her with small gentle kisses between deeper, more passionate moments. The constant teasing left the poor breeder hungry and wanting more, her body yearning to be given fully to her queen.

Twilight didn't make her wait long and she pushed forward, deepening the kiss once more, this time for several long seconds. When she pulled back Fluttershy was left breathless and panting, yet despite this she couldn't help but want more, the need to feel her queen’s tongue in her mouth nearly overpowering her. Fluttershy shuddered in pleasure, running a hoof down Twilight’s hard chest lovingly, caressing the queen’s body as much as she was able.

Neither had to speak to know just how much the other had enjoyed their little make out session, including Spike who stood there tapping his foot impatiently. “Are you two done?”

Twilight sighed, squeezing Fluttershy’s hoof gently for a moment before reluctantly letting go and turning to Spike. “Way to ruin the moment.”

The dragon hybrid rolled his eyes while trying and failing to hide his feelings of envy through the link they shared. ”Well maybe some of us have other things to do.”

Twilight was about to speak up, but Fluttershy stepped forward before she had the chance. “I’m sorry Spike. What would you like to do?” The breeder offered.

Spike visibly shrunk, his shoulders sagging as he tapped his claws together awkwardly. “T-that's okay Fluttershy I’m just a little jealous is all.”

“Well, why don't we both kiss her then?” Fluttershy offered.

Spike perked back up. “I call first!”

Twilight’s eyes went wide and she had only a second to think before catching a face full of dragon and causing them both to topple back into the bed, spike’s long slender body pressing against her. Scaly lips pressed against Twilight’s comparatively softer ones, the dragon hybrid wrapping his arms around his queen and pressing himself tight against her barrel.

Reacting quickly, Twilight grabbed her son and spun him around, one hoof pressed against Spike’s back in order to keep him in place as she shifted their bodies. Not like it was needed as the thirsty dragon would have been difficult to remove at this point. With her lover now firmly under her, Twilight pressed her lips against his, asserting herself and drawing a moan from the submissive dragon’s lips.

Twilight was dimly aware of Fluttershy laying down next to them, the former pegasus taking an extra few seconds to make sure she didn't accidentally lay on her now much larger breasts. Once settled, the mare watched as the two continued to aggressively make out, a small smile on her lips. The freshly converted changeling was dimly aware of the love radiating off of the two, and in her inexperience she was greedily devouring a belly full of the potent emotion and subsequently nearly threw up, holding her lips shut with a hoof.

Twilight chuckled, pulling back from Spike’s hungry lips. “I see someone realized they can eat love.”

Spike giggled as Fluttershy wobbled back and forth, a dopey expression on her face. “It takes a while to get used to, better take it slow for the first few weeks.” The dragon offered.

Fluttershy nodded faintly, collapsing to the bed. “But it tasted so goood.” She moaned, a hoof rubbing the slight bulge in her stomach which was now full of potent emotion.

Twilight rolled her eyes. “Well just try and resist the urge for now and I’ll teach you more about feeding tomorrow when I have a moment.”

The former pegasus nodded weakly, remaining flopped out on the bed as Twilight and Spike went back to making out.

That didn't last long though, as they were growing increasingly aware of both their own building arousal, and that of Fluttershy’s which now dominated the hive mind. Twilight sighed, pushing the potent desire from their mindscape once more, making a mental note to teach Fluttershy how to hide her emotions from them. “Well I think she's ready, what about you?” Twilight asked, turning back to the dragon still beneath her.

Spike beamed, nodding eagerly. “Oh yeah. I can't wait to get more help around here.”

Twilight giggled. “Well, we better get started than.”

“Wait, shouldn't you give her a little… ‘anatomy’ lesson?” Spike asked, adding air quotes around anatomy.

The queen raised an eyebrow at the statement. “Of course. Would you mind assisting me with the practical application?”

Spike nodded. “But of course.”

Pressing a hoof against her head, Fluttershy forced her head to stop spinning. “What is going on?” She asked, noticing how Spike was crawling between her legs, while Twilight was resting on her side, eying the former pegasus closely.

“We just realized we haven't given you a proper anatomy class yet and that simply won't do.” Twilight shook her head. “Thus, Spike is going to be handling the direct portion of the tutelage, while I handle the more academic side of things.”

Fluttershy looked down to where Spike now lay nestled between her legs, a hungry look in his eye. “O-oh my.” She whispered, noticing just how long the dragon’s tongue was when he licked his lips in a long, exaggerated motion.

“It's just as good as it looks.” Twilight remarked, whispering in the other mare’s ear.

Fluttershy shuddered as she felt Twilight’s magic wash over her, spinning her body around until she now lay on her back, freeing her breasts from being squished between the breeder and the sheets. Fluttershy sighed, a hoof gently rubbing the surprisingly soft mammary glands, a little shocked by the fact that despite the fact that they were as pitch black as the rest of her, they were still soft and malleable to the touch. Though now that she thought about it they weren't quite as malleable as they used to be, meaning she would likely never have to worry about them sagging. The former pegasus smiled at the thought of herself having her hundredth foal and still looking exactly the same, her body ready for the next hundred children Twilight would give her.

“It's a nice thought isn't it?” Twilight asked, leaning close.

Fluttershy blinked, realizing how much she had been broadcasting that particular thought. “Er yes my queen.” She looked down, offering Spike a weak shrug. “Sorry Spike.”

The dragon shrugged right back. “No problem.”

“Are you ready for you lesson now?” Twilight asked. Fluttershy nodded. “Good. Then Spike would you mind starting at her breasts? I’m sure she's as eager to learn about them as you are.”

Spike dove right in, crawling up the mare’s body and dragging his tongue across her right breast, leaving a line of spit behind. The ensuring shudder that coursed through Fluttershy’s body nearly shook the bed, surprising the breeder by just how good the small amount of contact had felt.

“As you can tell your a little sensitive after your conversion.” Twilight began. “I would say that would wear off in a few days but considering we are going to knock you up in only a matter of minutes, that's no longer true.”

Spike meanwhile was doing the same to the other breast before peppering them both with kisses, spreading his attention across the entire surface area of the mare’s tits without straying too close to her engorged nipples. “They will likely stay sensitive for as long as your pregnant, as well as for a week or two after while your breastfeeding our foals.” Twilight added, signalling to Spike that he was to continue with his little lesson.

The dragon needed no encouragement and he eagerly wrapped his lips around one of the mare’s breasts, sucking on the already leaking nipple the instant he formed a seal. “Stars above.” Fluttershy muttered, startled once more by just how good the small action had felt.

Twilight watched closely as the dragon shifted from nipple to nipple, never remaining on one for long before changing the focus of his attention once more. “As you no doubt feel, your breasts have became intense erogenous zones. This was done to make it easier to bond with your foal as changeling nymphs are often unruly and cannot fully connect to the hive mind, meaning more simple and straightforward instructions through the application of targeted pheromone releases are required.”

Spike used a hand to grip the mare’s breast, squeezing out a thick dollop of changeling milk, which landed on his tongue and was promptly swallowed. “This chemical signalling makes breastfeeding relatively easy, and allows for the nymph to not need much attention. Which is good, as the experience can be quite distracting, wouldn't you say?”

Fluttershy bit her lip, stifling a moan while nodding her head. “Y-yes my queen.”

“I bet it feels good to have someone drinking from your breasts. To feel your milk slowly be sucked out, knowing you have nourished another one of my children.” Twilight whispered huskily, slipping in close to the mare and running a hoof down her chest.

“Uh huh.” Fluttershy squeaked, barely able to speak due to just how loud her moans had grown.

Twilight chuckled, watching as Spike fed from one breast and then another. “Alright Spike, that's enough for now.” Twilight commanded, only for the dragon hybrid to stay latched to the mare’s breast, intent on draining every last drop.

Rolling her eyes, Twilight used her magic to prod the dragon in the side. “I said quit it.”

Spike sighed and gently pulled back, disappointment clear on his features, a sentiment that Fluttershy mirrored as well. “Aww did I have to?” Spike whined. “She had so much left.”

“You can drink more later, if Fluttershy allows you to.” Twilight replied.

“I would love that.” Fluttershy muttered instantly, a hot blush spreading across her face.

Already tired of the endless back and forth of blushing and general awkwardness, Twilight pointed her hoof down. “The faster we finish this lesson, the faster we can knock Fluttershy up.” She added.

Instantly Spike perked up, snapping a quick salute before lowering even further, letting his tongue trail down the space between the mare’s breasts and pussy. The first thing Fluttershy noticed was how the lack of fur didn't bother her in the slightest, yet it also didn't feel like what she assumed scales would. The feeling was not as distant as one might expect if the chitin was a true exoskeleton either. Rather some sensations like the gentle touches and soft carressess of her new lovers felt even more intense while other more blunt feelings like when she had accidentally bumped her hoof a minute ago were more distant.

“You are correct in your assumption.” Twilight pointed out.

“W-what?” Fluttershy stuttered.

The queen tapped the side of the mare’s head. “We share a mind Fluttershy. Remember?”

“Oh right.” The mare muttered, laughing weakly.

“Think of chitin like armored skin. It stops any sharp or blunt feelings while allowing you to feel everything else normally.” Twilight smirked. “Now then. Let's get this last part over with quickly, I am more than ready to put a baby in you.”

“Why don't you start by implanting the eggs.” Spike offered. “I think the rest of this lesson can wait for later when we aren't all quite so hot and bothered.”

“True.” Twilight smiled. “Ready to have my eggs inside you?”

“Stars above, yes.” Fluttershy moaned. “I don't think I’ve ever needed something more in my entire life.”

The sheer look of desperation on the mare’s face was enough to make Twilight redouble her pace, making her jump from the bed and hop into position between Fluttershy’s legs. Only stopping at a height that allowed the newly converted changeling to watch as Twilight’s ovipositor slowly began to emerge from the queen’s pussy.

“As queen, I am endowed with many responsibilities. Most pressing of which is the implantation and eventual insemination of all eggs.” Twilight began, grunting as more and more of the slimy, slippery tentacle like appendage emerged from her pussy. “This is my ovipositor, and it is what I’m going to use to place the eggs within your womb.”

“That is so hot.” Fluttershy muttered, captivated by the sight of the tentacle dick that weaved through the air.

Spike giggled. “I know right? It's so long, and since it's not a traditional cock it can move around inside you and stars above does it feel good.”

“R-really?” Fluttershy gaped, staring down at the slimy appendage as it rested between her breasts, leaving a thin trail of green slime behind it.

“Indeed.” Twilight smirked. “And when it reaches your womb it will do this.”

Fluttershy’s eyes went wide when she noticed the ovipositor split open into three distinct petals, revealing an egg ready and waiting to be deposited just within. “Whoa.” She muttered.

The queen chuckled at her hivemate’s naked wonder, dimly aware of the former pegasus combing her mind in search of any animals that did the same thing Twilight had just done. Pushing that thought aside, Twilight pulled her hips back and dragged her ovipositor along Fluttershy’s hard black chitin, leaving another thin trail of slime. “Now then, just lay back and let me handle everything.” Twilight whispered.

“Yes my queen.” Fluttershy replied instantly, laying back just as Twilight commanded.

Spike watched eagerly from between the two mare’s legs, his tongue extending and gently caressing his queen’s ovipositor as it wiggled into position, the three petaled head resting against Fluttershy’s pussy. The queen paused just long enough to check if Fluttershy was indeed ready for her advances by pushing her ovipositor gently against the mare’s opening. She was instantly rewarded by the distinct feeling of wetness that only came from a mare that was absolutely soaked with juices.

With a smirk on her lips Twilight pushed forward, the head of her ovipositor easily sliding into Fluttershy’s welcoming hole with little resistance. She hardly even had to apply any pressure, the slimy tentacle like appendage slipping deeper using only the small muscles within it. Fluttershy’s ensuing moan of pleasure was like music to the queen’s ears and it didn't take long for that moan to grow long and deep as Twilight pressed forward more and more. Throughout it all Spike remained between their legs, kissing the ovipositor as it slowly sunk into the breeder’s pussy, lavishing it in as much attention as he could.

The effect was immediate and profound to the point that Twilight had to stifle a wave of pleasure that would have seen the egg get released too early. Pushing down that feeling didn't take nearly as much effort as it used to, and even Fluttershy’s pleasure couldn't dissuade the queen’s growing will power. Even still, Twilight knew she didn't have all the time in the world, and without wasting a single additional second, she pushed forward, giving her hips a firm buck.

“Stars above.” Fluttershy whispered, gripping the sheets with her hooves, her entire body rocking backwards under the force of the thrust, her queen’s ovipositor plunging deep into her body.

The breeder fell back completely, unable to keep herself upright under such an intense assault of sensations. The appendage now worming it's way inside her was every bit as good as Spike had said it would be. It was hard without being too hard, the spongy length filling her up without stretching her too far, every twitch and movement it made lighting up another section of her brain and sending a jolt of pleasure through her body.

Rather then let the mare get too used to the feelings now addling her mind, Twilight pushed forward relentlessly, her ovipositor surging into the mare’s depths with an almost single minded determination. Spike watched as the slimy green length of his mother’s ovipositor vanished entirely into Fluttershy’s pusy, the tentacle like appendage wiggling it's way deeper with each passing second. With nothing better to do the dragon hybrid leaned forward, pressing his lips against what little ovipositor was not inside the other changeling.

Twilight groaned as she felt the head of her ovipositor press against the other mare’s cervix, knowing full well how good that such an action must feel. Fluttershy, however, did not know, and for a second she nearly panicked, worrying that the ovipositor’s arrival would be a painful one. Once more her new anatomy surprised her and instead of pain she felt a distinct spike of pleasure shoot through her. More than just the animastic pleasure that came with being so close to being impregnated, she also felt a completeness that she had never experienced before.

This was it, she was taking another step closer to becoming the mother she was always meant to be, and it was all due to her queen’s benevolence. Looking up, the former pony stared deep into Twilight’s eyes, instinctually reaching out and wrapping her limbs around the larger being, holding her close. The queen merely smiled, pressing their bodies tight against one another, her ovipositor wiggling into position. “Are you ready?” Twilight whispered into her breeder’s ear.

Fluttershy nodded. “My body is yours, my queen.”

With a furious blush on her lips, Twilight leaned down and locked lips with the other mare before pressing forward, her slimy appendage slipping into Fluttershy’s womb. The two cried out in a shared pleasure so powerful that Spike couldn't resist moaning in tandem, the feeling bleeding over into his own mind.

Without skipping a beat Twilight pushed a little harder, the muscles in her ovipositor writhing and shifting, pushing the egg within deeper into the mare’s body. WIth each movement another jolt of electricity coursed through the breeder, her entire pussy becoming alive with pleasure as she felt the egg slip deeper inside her. In what felt like no time at all, the egg was already at the entrance to her womb, the three petals of the queen’s equipment opening up and forcing the opening wider than ever before.

Once more the former pony was surprised by just how good it felt to be violated, to give another peice of herself to her hive and her queen, the dominant changeling claiming another part of her body and mind. This pleasure, this completeness, this joy it was all her queen’s doing. It was a gift from her loving and benevolent mother and Fluttershy could not help but cry out in ecstasy as she felt her womb stretched once more, the first egg slipping inside inside the deepest reaches of her body.

The resulting feeling of fullness that came with the egg’s arrival was beyond compare, and before Fluttershy knew it she was already cumming hard, spraying Spike’s face with her juices. Which were promptly lapped up and swallowed by the dutiful dragon who continued to devote himself to making the experience as pleasurable as possible for the two. Twilight meanwhile, hardly even needed to push for the second egg to come rocketing out of her ovipositor, plunging deep into the mare and in a matter of moments, joining it's twin.

“Wow.” The queen muttered. “Someone was eager to be reunited.”

Fluttershy shuddered, her entire body twitching and spasming as one of the most powerful orgasms she had ever experienced coursed through her body. Through it all she remained latched tightly to the queen’s body, her body clinging to the dominant changeling’s for several long seconds. On and on it went until finally she was left only with the feeling of complete and utter fullness that came with having her womb packed full of eggs.

Spike giggled, using a claw to wipe more of the breeder’s juices from his face before popping the digit into his mouth. “Wow Fluttershy, you taste really good.” He muttered as he repeated the action several times, cleaning off his face.

The breeder chuckled awkwardly, only now noticing just how tight she was holding the queen, who was looking down at her with a wide smile. “Maybe after this Spike can compare flavors.” Twilight offered with a smirk.

“That sounds wonderful.” Fluttershy whispered.

“Spike do you mind if I go first?” Twilight asked, looking over her shoulder.

The dragon frowned, crossing his arms over his chest. “Aw come on.”

“Now Spike, I’d love to say you can go first but well, I’m already here and I don't think she's going to let me go.” Twilight replied with a smirk, gesturing to the way Fluttershy still clung to her.

“Sorry Spike, it feels so good that I don't know if I can.” Fluttershy whispered, a blush growing across her face. “But maybe you could both fuck me at the same time.” She looked down, the blush growing larger by the second. “I mean, if you want to that is.”

Twilight opened her mouth to speak but found the words had stalled on her tongue, her gaze catching a flicker of something that passed through the breeder’s eyes. Feeling Spike’s arousal, Twilight stopped and put out her hoof, holding him at bay for a moment. “Wait a second.” She commanded.

Spike obeyed, but remained confused, looking down at the queen and the breeder still locked in the most intimate of embraces.

“Fluttershy.” Twilight began, her gaze suddenly strangely serious. “Are you absolutely sure about this?”

“What do you mean?” FLuttershy asked, noticing just how intense the look her queen was giving her. “Did I do something wrong?”

“No it's not that, I just…” Twilight sighed. “I can't help but feel like I shanghaied you into this whole thing and your letting your emotions decide things for you.”

Fluttershy’s frown fell away, and she caressed the queen’s cheek with a gentle hoof. “Oh Twilight. You always were more sensitive then you let on.”

“This is serious Fluttershy, I don't know what I would do if you came to regret this moment.” Twilight sighed, gripping the hoof that touched her cheek.

“Twilight your a wonderful pony- er changeling but sometimes you can be awful dense.” Fluttershy retorted.

Spike nearly choked, covering his mouth with his hands and containing a giggle that threatened to escape.

“What are you talking about?” Twilight asked, eying the breeder curiously.

“Twilight, I want- no. I need this.” Fluttershy’s other hoof came up and gripped the other side of the queen’s face. “I need this more than I’ve ever needed anything in my life and if you pull out now I swear to the very stars that I will never forgive you.”

Twilight blinked, shocked by the intensity of Fluttershy’s statement. “I- really?”

“My queen, my amazing, silly queen.” Fluttershy smiled faintly, rubbing her nose against the other changeling’s. “I would give anything to bear and care for your foals over and over for the rest of my days. Even if that's the only thing I could do at all I would still be happy.”

“I-...” Twilight smiled. “I’m sorry, I doubted your resolve when I shouldn't have.” She leaned down and planted a light kiss on the breeder’s nose. “Spike, get over and stuff this silly mare with some dicks, we have a couple of foals to make.”

“Alright, it's about time!” He announced, jumping up and positioning his cocks at the entrance of Fluttershy’s pussy.

Fluttershy rolled her eyes and chuckled, nuzzling her queen’s cheek. “Don't worry about me my queen, my body is yours after all.”

“I won't make the same mistake twice.” Twilight whispered before turning to Spike. “Ready Spike?”

“Ready!” He said, positioning his hips low and sneaking just under the queen’s ovipositor, his cocks gently pressing between the queen’s shaft and the edge of Fluttershy’s pussy.

“Oh I’m so excited, you better not stop until I’m filled with your foals.” Fluttershy replied, shooting Twilight a mock glare.

“I won't.” The queen shot back.

Spike wiggled his hips forward, pressing his cocks against Twilight’s ovipositor and squeezing the tips into Fluttershy’s pussy after much scrabbling and pushing. “Unf.” He moaned, feeling the tight confines of the already stuffed hole squeezing down on his shafts.

The breeder was once more in a whole new world of pleasure, and was only dimly aware of the fact that she could feel her pussy shifting and moving as it adapted and stretched to the newest intruders. Within moments her pussy was perfectly shaped to milk all three appendages to the fullest extent possible, being just wide enough to accept them while still being perfectly tight. Once again Twilight was impressed by their new changeling physiology and thankful that it could react without their active participation as she doubted Fluttershy would be capable of such small scale shape shifting.

It didn't take long for Spike to slip deeper, his slender, flexible body easily managing to bend enough to allow his hips to surge forward. More and more of the dragon’s dual dicks slipped inside the mare’s greedy pussy, vanishing into the depths of the breeder’s body. Whenever they met resistance all he had to do was stop, rock his body back and forth and sure enough it didn't take long for her pussy to stretch enough to allow him passage deeper inside her.

Twilight didn't remain motionless for long though, and she began to slowly rock herself back and forth as well, her ovipositor grinding against Spike’s shafts and the tight confines of Fluttershy’s pussy. The feeling of three dicks now plunged deep into the mare’s body was nearly enough to make the poor breeder cum right then and there and though she resisted, the urge wouldn't abate for long. “Cumming.” Fluttershy whispered weakly, her entire body shaking once more.

Twilight and Spike shared a wide smile, slowing their movements long enough for Fluttershy to orgasm, their cocks being splashed by another surge of changeling lubricant. “Such a hair trigger, were going to have to work on that.” Twilight mentioned.

Spike grunted. “Like that’s possible, you only seem to get better every time you fuck me. I swear you nearly made me cum in ten seconds flat the last time.”

“Oh hush, your just a slut who likes getting his ass stuffed full of changeling cock.” Twilight shot back.

“Shut up and fuck me.” Fluttershy commanded.

“Yes ma’am.” Both hybrids replied instantly.

And so they did, with Twilight continuing to gyrate her hips as her ovipositor twisted this way and that while Spike continued to push on, gripping Twilight’s flanks and throwing himself forward. With their combined efforts it didn't take long for all three sex organs to be buried inside the breeder’s pussy, with only Spike’s knots still outside her.

“Oh fuck the hell yes.” Fluttershy muttered, her long tongue falling from her mouth.

Spike grinned, rocking his hips back and forth as he felt the breeder’s pussy stretch and contort around his and his mother’s sex organs. Just as he was about to pull out he felt Fluttershy’s back legs wrap around his butt, stopping him from pulling out more than a few inches. Getting the picture, Spike continued to thrust hard and deep, never pulling out far before plunging himself back inside with all the force he could muster.

Meanwhile Twilight was once again thankful for her more flexible anatomy, the queen having no trouble thrusting into Fluttershy despite the odd angle she found herself in. The breeder’s forehooves were now wrapped tight around the larger changeling’s shoulders, keeping her close, and stopping her from pulling out very far just like she had done with Spike. Not like Twilight needed to be told that, as she could easily feel the burning need resonating from the mare’s mind.

Wasting no time, the two endowed changelings quickly fell into a rhythm, their deep connection both mental and emotional allowing them to adapt easily. In no time at all they managed to work into an alternating routine with one pulling out just as the other was pushing in, adding an extra layer of pleasurable friction that made all three changeling’s shudder in ecstasy. The hive mind was abuzz with their pleasure, with Fluttershy’s absolute contentment being the most palpable of the emotions buzzing through their heads.

If there was any doubt that the breeder was happy with her new lot in life it was certainly gone now.

Not holding anything back, all three changelings threw themselves into the act, with Fluttershy rocking her own hips back and forth in time with her two partners, her large breasts being squeezed so tight that they began to leak a thin trail of changeling milk. None of the beings seemed to mind as the liquid began to coat Twilight’s stomach and pool in the bed, the lovers too far gone to even care at this point.

No one needed to even speak at this point, their subconscious connection being enough to have their wishes and desires met, that same link they shared deepening and strengthening with each passing second. Until only the sound of their breathy moans and their pistoning sex organs filled the room, with even thought being rendered unnecessary. Pheromones that were once little more than a dull tickle at the back of their mind now dominated their perception, urging them onward despite just how unnecessary the added encouragement was at this point.

As another one of Fluttershy’s now numerous orgasms faded into the background, Twilight could feel her own urge coming on strong. A quick check to the link told her that Spike was nearly there as well, sparking an idea in the changeling queen.

A quick mental conversation later and the two endowed changelings began to put their plan into motion, with Spike gripping Fluttershy’s flanks while Twilight leaned forward and nuzzled the breeder’s neck. Surprised by the sudden shift in attention, Fluttershy was left a moaning mess of a changeling unable to even control herself due to the shear weight of the pleasure bearing down against her mind.

They didn't stop there though, as Twilight had already looked within the breeder’s mind and found that she enjoyed a little rough treatment. An idea that was proven true when the queen dragged her sharp fangs along the breeder’s neck and eliciting an immediate high pitched moan of ecstasy from the nurse breeder hybrid. Following his mother’s lead, Spike squeezed a little harder, his thrusts growing more powerful as he burned a little love, empowering his muscles and causing the very edges of his knots to slip inside with each thrust.

The orgasm that had been a distant feeling in the breeder’s mind suddenly rocketed to the forefront of her thoughts, her long tongue falling completely out of her mouth as her eyes rolled into the back of her head. “Oh fuck, oh fuck.” She muttered over and over, the last dregs of her attention being given entirely over to the task of merely holding onto her partners as they pounded her pussy with the fervor of freshly released prisoners.

With all their focus and energy going into making Fluttershy feel as much pleasure as possible, neither endowed changeling’s even tried to resist the siren song of their own orgasm. Instead they pushed on, pounding away and continuing to pour themselves into the act, knowing full well that by doing so they would all be cumming together.

A minute passed in an eyeblink, and Twilight didn't even have to check the link to know that both Spike and Fluttershy were close, their bodies telling her all she needed to know. “Cum for me.” She whispered in the breeder’s ear. “I want to feel your pussy clench down on our cocks as we fill you with seed.”

“Oh yes my queen, anything for you.” Fluttershy whispered desperately, her hooves scrabbling to keep a hold on her lover’s bodies. “Please please please just fill me up, I need it so fucking badly.”

Spike grunted. “Beg for it, beg for our cum, and maybe our queen will give it to you.”

“Oh yes!” Fluttershy cried, her voice growing in volume. “Please give this unworthy breeder your seed, I need to fill my womb be filled by your glorious cum. I want to feel my belly grow as your foals fill me to the absolute brim.” The former pegasus writhed in pleasure, barely able to contain herself. “Please, fill me!”

Twilight’s face grew tight and she threw her head back, ramming herself into the mare’s pussy with all the force she could muster. “Your wish is granted!” She cried.

On cue, Spike thrusted forward as well, all three sex organs plunging into the breeder’s cunt with enough strength behind them to make even the dragon hybrid’s knots to slip inside, filling the poor changeling beyond what she had thought possible. Fluttershy came instantly, with both partners cumming a mere moment later, their sex organs pulsing as thick ropes of changeling spunk filled her utterly in mere seconds.

All three changelings tensed up as their orgasms tore through their bodies, with Fluttershy rendered little more than a hole, her mind barely able to contain the shear pleasure that came with having her womb stuffed so full. And stuffed it was, with both changelings shooting every last drop of seed they had to offer into the greedy breeder’s body. In no time at all Fluttershy’s stomach began to bulge as it fought to contain the shear amount of seed that filled it.

Hard chitin bent and stretched as her womb expanded to contain her lover’s loads.

Time passed quickly, their orgasms pulsing in unison as they came into Fluttershy, who in turn somehow managed to take nearly every drop they had to give. Yet even with her greed the breeder’s inexperience came through and she found that despite her desire to take it all, she couldn't keep it all inside and a thick jet of seed slipped past her womb, filling her pussy.

As their orgasms began to dull Twilight could feel that not only was Fluttershy’s womb full to the bursting, but her body could no longer contain the potent seed, and it began to flow like a river from the changeling’s stretched hole. The queen sighed contently, pressing her lips against Fluttershy’s and stemming the slight shame that she could feel building in the breeder’s mind.

“Don't worry, you will learn to take it all soon enough. Until then don't worry about it. You have fulfilled your purpose admiralty.” Twilight complemented, running a hoof down the mare’s face.

“R-really?” FLuttershy asked, looking up at her queen with wide eyes.

“Absolutely!” Spike offered. “You even took my knots on the first try! Your amazing Fluttershy.”

Twilight nodded. “Absolutely amazing.”

The breeder beamed under the praise, a tear coming to her eye. “Thank you.”

“It is my pleasure, Fluttershy.” Twilight whispered back, gently using her hoof to wipe away the tear. “It is our pleasure.”

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Plans

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.

Author's Note

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Birth

Twilight smiled as she trotted down the dirt road which lead back to the library, her saddle bags bulging with supplies and her mind filled with ideas. Her short trip to the local grocer had been quite illuminating as well, with the pony having noticed a lower amount of guards and far fewer patrols. Evidently her mother’s plan of turning their attention elsewhere was working, and Twilight had even caught a few snippets of conversation that hinted at the guards leaving entirely within a month.

Between that good news, and the fact that no one suspected her, Twilight was in high spirits. Even the impending birth of her first true changelings could not put a dampener on her mood. That was until she neared her home and noticed that a lone guard was staring up at the library, her horn alight with magic. It only took a second for Twilight to figure out that she was using a scanning spell of some kind, though why she was doing that was unknown.

Approaching the mare, Twilight cleared her throat, making her presence known. “May I help you with something?” She offered.

The guard ignored her for a few seconds before letting her horn dull and turning to face the disguised queen. “My apologies. I had noticed that you had warded your home and I admit I was curious.” She declared, her voice even and strong, though still slightly distorted, hiding her true identity.

It was times like these that Twilight hated the enchantment Celestia put all on her guard’s armor, as it made them all completely identical. The females were just as tall as the males, had the same white coat, and their voices were all nearly exactly the same as well. It was enough to make the changeling annoyed, if she wasn't a month or two away from cracking said enchantment that is.

“It's no problem miss…?” Twilight inquired.

“Stout Hoof.” Declared the guard.

Another alias no doubt. Twilight thought to herself before smiling. “I was under the impression that it wasn't against any laws to use a small array of low powered wards. What with these changelings still running around.”

The guard nodded, the pony evidently still distracted by something. “Your spell work is as amazing as always. Maybe I should bring my recruits down here in order to show them how a real ward mage does it.”

Twilight blushed politely and waved a hoof. “Oh I'm not that good. I just wanted something to help me sleep a little sounder.”

“Well if I were you I’d sleep like a baby.” Replied the guard with a smile.

“So, I heard the guard was pulling out. Does that mean that you found Chrysalis?” Twilight blurted suddenly, the changeling relying on her old self’s awkwardness to cover how bad of a transition that was.

The guard merely shrugged. “Not quite, but the princess seems to think this area is a low priority for some reason.”

“And you don't seem to agree with that?” Twilight pressed.

Again, the guard shrugged. “I ain't about to ignore orders but it seems a might bit suspicious. The elements of harmony are one of the few things that can beat her, yet Chrysalis isn't making any attempts to capture or kill you or your friends.”

Even mother isn't stupid enough to do that. Twilight thought to herself before putting on a pensive expression. “The elements are powerful, yes, but they need a target. If she came here or deployed a force large enough to overpower the local guard it would give us that target. “

“So your saying she's spreading her forces thinly on purpose?” Questioned the guard, a hint of genuine curiosity slipping into her formerly neutral voice.

This time it was Twilight’s turn to shrug. “I don't know anything for certain, but if Chrysalis has half a brain she wouldn't do anything crazy like the wedding again.”

“Unless she was really desperate.” Corrected Stout Hoof.

“Yes, but I don't think well reach that point anytime soon. The amount of changelings she brought to Canterlot was massive, but it must have only been the tip of the iceberg.” Twilight continued.

“Why do you think that?” Inquired the guard.

“Any army needs a rear guard, logistics and support staff.” Twilight answered. “Even if she thought she was going to be able to deliver a coup d'etat, Chrysalis would still have to have a large number of changelings that werent in Canterlot.”

The guard tapped her chin thoughtfully. “You know, I think you missed your calling.”

Twilight cocked her head. “What do you mean?”

“You would have made an excellent general.” Declared the guard with a smile. “Few ponies have a head for that kind of stuff, and most tend to think a little too optimistically for my taste.”

“I mean, even that is a little optimistic on my part.” Twilight admitted. “For all I know she could have been ready to commit to a full blown invasion of the entire country. Utilizing the loss of Celestia and Luna to throw the country’s defence into disarray and the only reason that didn't happen is that the initial invasion didn't work.”

The guard’s expression fell and she shook her head slowly. “Maybe it's for the best that our leaders are a little optimistic. I would hate to have to deal with the panic that such an assumption may bring about.”

“I try not to think about it too much. You’ll drive yourself mad considering ifs and butts you know.” Twilight declared.

“True.” Admitted the guard, who bowed slightly. “Thank you for your insight.”

“It was my pleasure Stout Hoof.” Twilight replied with a smile.

The queen watched the guard started to walk away before the queen did the same only in the other direction. As she did so, she lit her horn and did a quick scan of her defences, finding that although the other unicorn had managed to look at her outer spell matrices, that was all she had been able to do. Safe in the knowledge that her more complex, dangerous and illegal wards were undetected, Twilight slipped inside.

Where a few ponies were browsing the shelves while Lyra sat in a corner with a small mountain of books in front of her, a tome open on the desk before her. The rest of the patrons werent important, and Twilight made her way to the kitchen, passing Spike as she did so. Though outwardly she gave him only a smile and a nod, internally she was giving him all the information she had gained on her walk here.

That is pretty interesting. Spike thought to her. I’m amazed things have changed so much in only a month.

Mother has been doing an excellent job distracting them ever since I filled her in on my plan. Twilight replied as she walked into the kitchen and laid her bags next to the fridge. How are the drones doing by the way?

Great! Spike replied quickly. They are almost as good a digger as I am, though their structural analysis skills and reinforcement techniques could use work.

Twilight deposited her groceries into the enchanted ice box and put her saddlebags in a nearby cupboard. That is understandable. Their cognitive abilities are still maturing, even though their bodies are almost completely fully grown.

And thank goodness for both of those things. If they got any bigger we may have to redesign the doorways. Spike remarked with a shake of his head.

Twilight smiled and patted the dragon on the back. I’m going to go check out the hive, make sure to have everyone out of here by the usual time, I have a feeling that tonight is going to be the night.

You mean the night? Spike asked while processing a stack of returns.

Yeah. I got the feeling from Fluttershy that they were going to arrive very soon. Twilight declared as she trotted up the stairs and into her room.

Now I’m kind of nervous. Are you sure today is going to be it? I know she was pretty big last time but… The draconic changeling’s words trailed off as an image of the pregnant Fluttershy came to mind.

The breeder in question had been posing as sick for the past few days, covering up the fact that she had not been able to do much. Her sheer size made most tasks difficult, and though the changeling had finally mastered her disguise ability, she struggled to properly hide her baby belly. Add to that the nervousness and fear that came out whenever she began to worry about her young and Fluttershy was fit to be tied.

Even the fact that she had nothing better to do then lie in bed and relax did little to actually help her stop worrying. Plus her breasts had gotten so large that they rubbed against the insides of her legs, and dribbled a constant stream of milk, bothering her constantly. The changeling’s generous curves had also become even more exaggerated as her belly grew to the point that she struggled with some doorways.

You know what, nevermind. I think I get it. Spike muttered.

Twilight rolled her eyes, and cast a quick teleport, bringing her into the basement, her little detour ensuring that a casual observer would think she was still upstairs. Once down there she erected the necessary locking spells over the door, making entry all but impossible unless they were a changeling as well.

Just be ready okay? I don't like it when Fluttershy gets nervous like this, it's contagious for lack of a better word. Twilight declared.

Right boss. Spike replied before focusing on his work.

Confident that her number one assistant would be able to handle things upstairs, Twilight continued her inspection of the hive. Before she could do that she cast all the usual anti scrying, and defensive spells on the basement and shedding her disguise. Pulling the rug out of the way her jagged horn lit once more, causing the ground to fade away and reveal a deep hole.

Their defences had evidently been strengthened and changed over the last month, meaning most of their more primitive traps had been replaced with better ones. The entrance was also smooth on all sides, the thick green membrane harder than steel but much more flexible. Looking down into the hole, Twilight opened her wings and descended down into the hive, a small smile coming to her face.

The entrance at least looked proper, though she knew that not much else did as the resources necessary to create resin were in high demand. Changeling saliva was easy to come by, but the rest of the raw ingredients were expensive or rare, meaning that only the supports were pure resin. At least all the dirt had been covered with a thin layer of green, leaving the open area looking a bit more presentable than before.

As she descended into the hive, she could feel her children’s excitement building, and though most made an effort to remain on task, she could tell at least one was already bolting her way. Chuckling aloud, Twilight sent a quick mental command notifying the drones that they were all allowed to see her. As one the changelings turned and sprinted in her direction, the thump of their hooves and buzz of their wings filling the room.

Shaking her head, Twilight stood with forelegs open, ready for the ensuring rush of changelings. As the first one entered the room, Twilight’s smile grew larger still, the familiar mix of purple, green and black making her think of how lucky she was to be a changeling. A pony and a dragon couldn't produce an offspring, but changelings could just about couple with anything. Their genes were as adaptable as their bodies were, meaning even with only the tiniest bit of magical alteration and the fusion was nearly perfect.

Some of the drones eyes were a soft purple, while others were green and one or two had the same teal color that Chrysalis’ drones were known for. Those few were a little smaller than their brothers and sisters but the difference wasn't so great that they couldn't be ignored. Their fangs had also ended up much larger and longer than a normal drone’s while also sporting secondary and even tertiary fangs behind the first. Resulting in a grim countenance that would have intimidated any pony, something Twilight definitely was not.

Their retractable claws also ended up becoming quite long, powerful, and very, very useful. The two segmented sections of their forelegs looked almost normal when compared to the average drone. Twilight knew that should the occasion arise they could extend two foot long bone blades, weapons that could be moved with an incredible level of dexterity. Their wings were also slightly more batlike, compensating perfectly for their increased size and weight with increased lift.

All in all they were the perfect diggers, miners and builders for Twilight’s burgeoning hive and the queen cherished them dearly. The hum of excitement filled Twilight to the brim, and she hugged each one of her children one after another. They were Twilight’s foals after all and just like their mother they were very organized, allowing them all to exchange a few words with their parent before hugging them and standing off to the side.

“How was your day mommy?” Spade Tail asked, the female drone squeezing the queen tightly before stepping off to the side and allowing her brother to take her place.

“It was fairly productive, though I would have rather spent it here with you all.” Twilight replied before squeezing the last changeling in line giving him a kiss on the cheek. “Nice job on the resin Quick Dry, I’m sure Spike is very proud of you.”

The green eyed changeling drone blushed and scuffed the ground while walking off, too shy to utter a word to his mother.

Smiling, Twilight stood up and flexed her wings. “It was nice to see you all again, but we had better get back to work now.”

A chorus of groans came from all around the queen while sporadic requests for a break were shouted over top. Twilight merely smirked, and eyed her drones carefully, making a grand act of considering their requests.

“Well I was going to take a quick tour of the hive.” Twilight remarked, causing her drones to suddenly go quiet. “So I suppose a break might be possible, but only if you join me as I do my inspection.”

The shouts of joy and laughter made Twilight smile, the entire scene reminding her of a class of pony teenagers, rather then month old changelings. Still smiling, Twilight lead her merry band of changelings around the hive, listening intently and talking to nearly all of them at the same time. Most questions were directed through the hive mind, allowing Twilight to multitask as she answered both verbal and mental questions in short order.

Every last one of the drones seemed thrilled to talk at length about what method of digging they had used and the exact amount of dirt they had extracted. They certainly were her and Spike’s children, and even the teal eyed changelings were thrilled just to dig and reinforce the hive as their queen saw fit. As she walked around, the queen found herself getting flooded with random bits of information and odd memories of rocks they had found.

A few of which were even dropped in front of her like offerings, though Twilight hastily informed the drones that did so that it was not necessary and that they could keep their rocks. The sight was a little sad in a way, but Twilight quickly shook her head and reprimanded herself for thinking like a pony. Her drones were a cut above the rest but they were still changelings, even if they had a habit of hoarding the stones they found near their beds.

What mattered was that this was genuinely enjoyable for them and twilight could tell that each and every drone had no desire to see the surface, or meet other creatures. Though some wished they could read more than the broken books Twilight had stored in the basement, only a select few of her brood even cared about that kind of thing. Stowing away those negative emotions, Twilight made sure to listen and answer each and every curious question she received.

By the end of it, most of her drones had broken off, their curiosity or desire for paternal companionship having faded as time went on. They werent as needy as a normal foal, which was quite the blessing as Twilight didn't have much time to give them. The library demanded a good chunk of her attention after all, despite the town’s low population, and add to that the occasional friendship assignment, emergency or disaster and a lot of her time was just gone.

Twilight sighed as she looked down at the only drone which remained with her through the entire tour. “So Spade Tail. What have you been busy doing? You’ve been awful quiet.” Twilight remarked with a smile.

The slightly smaller, more purple drone looked down and kicked a loose rock. “I was reading again. I know daddy Spike says I need to spend more time doing and less time thinking but I can't help but wonder sometimes. You know?”

“About what?” Twilight asked.

“About everything.” Declared the flummoxed drone. “Like where did this rock come from, or why does dirt smell earthy?”

Twilight chuckled, and nuzzled the drone motherly. “Those questions are all good. From now on, don't be afraid to ask me a question whenever your curious.”

“Okay mommy.” Replied the changeling who looked away. “Can I go back to digging now? I don't want daddy to think I was being lazy again.”

“Go on now, and if he gives you any grief tell him to take it up with me.” Twilight proclaimed while giving the younger changeling a wink.

Spade Tail blushed and nodded before scampering away, the changeling still a little clumsy in her adult sized body. Without anyone else around Twilight shook her head, silently amazed that she had managed to get used to all the weirdness that came from just being a changeling. There were so many preconceived notions that needed to be tossed out the window when dealing with those of her new race.

She sighed as she opened her wings and ascended back up to the first floor, the queen making her way through the labyrinth of winding tunnels and back to the entrance. As she walked, she thought about how far they had come, and how far they still needed to go, her worries and fears nearly getting the better of her. A firm shake of her head dismissed them though, giving her time to just relax and consider what she was going to do next.

She could help Spike close up, though Twilight was fairly certain he was pretty much done anyway. Perhaps she could… Whatever may have been about to pop into the changeling’s head was dashed the second she heard Fluttershy speak.

Their coming. Now. She stated, her mental voice so deadly serious that Twilight gulped involuntarily.

Shaking her head, Twilight quickly got to work, her wings carrying her up to the library. Spike, Fluttershy is coming. Is the library closed?

She's- oh shit. Yeah it's nothing that can't be fixed later. Do you need me down there? Spike asked, though he already knew the answer.

Yes, get down here right now. I’ll be up to put the treehouse on lock down. You get your butt to the tunnel and keep the drones out of the way. Twilight commanded, the queen emerging into the basement and already lighting her horn.

As she focused on her casting Spike threw open the door and leapt into the hole, his wings tucked tight against his sides until a second before he hit the ground. The queen gave her number one assistant very little attention though, as she didn't want to screw this up. A few seconds later and the spells were complete, with numerous arrays springing into existence and locking down the library. Confident that nothing short of a pissed off alicorn could break into her home, Twilight took flight, pumping her wings as hard as she could.

Flying into the hive, Twilight was aware of a ring of the many confused, and worried faces she saw, but she paid them no mind, making a beeline to where she knew Spike was waiting. Flying down hallway after hallway, Twilight managed to reach the newest tunnel at nearly the same time Spike did. Skidding to a stop, Twilight glanced down the long, dark expanse, her eyes flitting this way and that.

“You only got the tunnel completed a few days ago, are you sure it's ready?” Twilight asked nervously.

“I’m sure of it Twilight. We went over it together, remember?” Spike urged, the draconic changeling standing on one side of the opening while his queen stood on the other.

“Right, but did we go over the anti sonar wards? A patrol might be passing over the tunnel right this very second.” Twilight continued, the queen unaware of the fact that she was chewing anxiously on her hoof.

“That was part of the inspection, remember?” Spike urged.

“But what about-” Twilight began, only to be interrupted by Spike.

“The anti mole wards you made because you had a dream where a giant mole ate Fluttershy while she was running over here?” Spike half asked, half stated. “Cus those are working fine as well.”

The queen leaned a little closer, her connection to the breeder telling her she's close while her eyes told her nothing of value. “Yes, well. We can't be too careful. These are her first and oh I knew I should have only given her one to start. What if she can't handle both of them at the same time?”

“She’ll do fine Twilight. This is Fluttershy were talking about. Girl was made to carry kids before she even entered the fold.” Spike declared.

You had better be ready because these two are coming right now! Fluttershy shouted through the hive mind.

“Spike we didn't even get the nursery ready!” Twilight shouted, the changeling grabbing her mane in her hooves and tugging at the silky hair. “Maybe I can force the eggs to stay inside her or something.”

“Twilight we did that this afternoon remember? And then we checked it again at three o clock.” Spike frowned. “Just do as Fluttershy tells you to do.”

“And to start with you can get the heck out of the way!” Fluttershy shouted.

Spike and Twilight leapt back, the changelings only narrowly escaping the speeding freight train that was a pregnant Fluttershy.

“Was that smoke coming out of her nose?” Muttered Spike.

“Were her eyes blood red?” Twilight murmured, watching as Fluttershy sped past them and disappeared around a corner.

“We should follow her, right?” Spike asked.

Twilight nodded. “We should definitely do that.”

Together the two changelings sprinted after Fluttershy, with Twilight speeding ahead and taking flight while Spike sprinted behind her on all fours. Meanwhile, Fluttershy barreled through the door to the nursery and briefly transformed her wings, making them three times the size and made of feathers. Opening the now enormous appendages slowed her down enough that she came to a stop next to the large specially prepared bed.

The hospital bed had been acquired from an auction in Canterlot last week, purchased by Twilight under an alias, and by the time Twilight and Spike got to the nursery, Fluttershy was already in it. Laying on her back, Fluttershy spread her legs, revealing her gaping sex for all to see. Neither changeling batted an eye though, with Twilight entering the room first and taking position next to the breeder while Spike quickly got one of the drones to stand by the door, acting as a guard.

After that was done he took position on the other side of Fluttershy, a damp cloth already in claw. “What do you need boss lady?” Spike asked hesitantly.

“Oh my gosh I should have prepared a chemical anesthesia.” Twilight exclaimed in shock.

“Make Twilight stop panicking or get her out of here.” Fluttershy barked before grunting, her hooves gripping the rails tighter.

“I am not panicking!” Twilight shouted at the top of her lungs.

A clawed backhand nearly dropped the queen to the ground. “I will not have your neurosis ruin this moment. Get yourself together Twi!” Spike hissed.

Twilight gulped, and gently touched her face, aware that she was probably going to get a bruise. “R-right. Just gimme a second.” She muttered before walking away.

Spike reached forward and dabbed the breeder’s forehead with the cloth. “What else do you need Fluttershy?” He whispered.

“Nothing.” Growled the breeder. “It shouldn't take long. I just need a clear head for this.”

Fluttershy returned a few seconds later, a nervous, but otherwise neutral expression on her face. “Sorry Fluttershy.”

“Its fine.” Fluttershy grit her teeth and grunted. “Get ready to catch.”

“R-right.” Twilight muttered before turning to Spike. “I’ll pass the eggs to you.”

“Got it.” Spike declared.

Twilight gulped, and looked back between Fluttershy’s legs only to find that the first egg was already on its way. The sheer size of the thing made passage difficult, as it was about the size of a full grown pony’s head. Changelings were nothing if not adaptable, and Twilight watched in a nervous awe as Fluttershy’s body temporarily grew to accommodate the passage of the egg.

“Its coming out the right way, just push.” Twilight whispered, her hooves outstretched and ready.

Fluttershy could only grunt in response, the changeling so focused on what was happening between her legs that she couldn't even utter a word. Even her thoughts were jumbled, her focus solely on the eggs, and a desperate wish that this all went well. As the first inch of the egg began to emerge from the changeling’s slit, Twilight found that she her child had been first, the distinct purple coloration being a dead give away.

Using her magic, Twilight fed the breeder a steady stream of love, emitting the pure emotion nearly constantly, keeping the breeder’s reserves nearly full. While doing this Twilight also cast a low grade anesthesia, knowing full well that Flutterhsy’s changeling physiology was handling the worst of the pain and discomfort. Her efforts seemed to have the right affect, the egg beginning to emerge a little faster and Fluttershy’s breathing becoming more regular. As this happened Twilight could feel that the breeder was already getting used to the sensation and was beginning to enjoy it.

A thankful glance was all Fluttershy could muster before the largest part of the egg began to emerge. Through grit teeth, Fluttershy grunted and screamed in a mixture of pain and pleasure, the egg seemingly stuck for a tense second before all but popping out of her. The suddenness of it all nearly made Twilight panic, but she schooled her emotions just in time to catch the large purple ovoid, her horn already lit.

A scanning spell, followed by a second one revealed that everything was fine, and after emitting a small amount of love towards the egg, Twilight passed it off to Spike, though a part of her didn't want to let go. She had more important things to do, namely ramping up the anesthesia spell, as the second egg appeared larger than the first. It was also a bright green, the same shade of green that Spike still had, the egg also appearing slightly more circular then the first.

Twilight gulped and eyed Fluttershy carefully, only to catch a glimpse of the changeling’s immense drive and the beginning of what felt like an orgasm. Feeling a little more at ease, Twilight continued her spell, while also feeding Fluttershy whatever amount of love she needed. While this was happening, Fluttershy was crushing the hoof rests beneath her grip, the metal slowly bending, though weather that was due to the pain or pleasure, Twilight didn't know.

Diverting her attention away from the breeder’s expression, Twilight watched as the larger egg pushed its way out of the changeling’s opening at a glacial pace. Minutes ticked by with little progress, and Twilight was ready to panic when Fluttershy suddenly let out a confused yell and the egg slipped out. Guiding it the last of the way, Twilight was amazed to see how easy it was, and how hard the breeder was currently orgasming.

In under fifteen minutes she had managed to push out two eggs, one of which was much larger than the other. After feeding the second egg a little more love then the first, Twilight handed it off to a very proud Spike who quickly scampered away. Once the draconic changeling was gone, Twilight breathed a sigh of relief, and looked up to Fluttershy to find that she was holding the hoof rests a little differently, a confused look on her face.

The breeder tossed them aside, the warped metal clanging off the resin floor and leaving Twilight slack jawed. “I know I infused you with a little bit of dragon DNA, but I didn't think it was that much.” Twilight remarked.

Fluttershy blinked and looked at the ruined handles only to blush. “I guess I ended up with a little extra? That ending was… really intense.” She replied weakly.

Twilight just shook her head before casting another low powered healing spell, aiding Fluttershy’s body in repairing itself after the birthing. It didn't take much though, as already the pain was gone, and her body was returning to a more normal state. Allowing Fluttershy to awkwardly clamber off the bed, a warm feeling of contentment and bliss suffusing her body as Twilight assisted her.

“I know you want to see them but just take it slow now.” Twilight warned.

Fluttershy grunted, and wanted to dismiss her queen’s word, only to find that her legs were still a little wobbly from the birth and her mind blowing orgasm. Holding onto the larger changeling for support, the breeder allowed herself to be all but carried over to the mossy corner where her eggs resided. Spike pulled back the cloth he held and dropped it into the bucket, the draconic changeling having just finished cleaning them.

“They are perfect.” Fluttershy whispered breathlessly, a hoof caressing each egg in turn.

Twilight smiled as she scanned the eggs, finding that they were indeed in optimal condition, with no complications readily apparent. Utilizing a second spell, Twilight found that the changelings were also quite well adapted for their predetermined goals and purposes. Casting one final spell, Twilight caused the changelings within to glow faintly, allowing her hive mates to see what they looked like.

“Wow. They really look like us.” Spike commented, pointing to the greenish egg. “And one of them is even a guy! Awesome!”

Twilight chuckled. “Look closer.” She urged.

Spike cocked his head but did as he was told, leaning in and peering intently at the large, dragon changeling hybrid within. Though Twilight had done little alteration to either of the eggs, Spike noted that the fusion was nearly perfect. The creature within sported powerful back hooves, while also having clawed front appendages much like a griffon. These claws were much larger than a griffon’s though, and were clearly draconic in nature, as they were larger and they also had more intimidating teeth inside their muzzle.

The horn atop the creature’s head was small, but thick, and there was also a second, smaller horn behind the first. The frills on the back of its neck were also larger, more draconic, and bright green instead of the simple black of a normal changeling. Its eyes also bellied an intelligence deeper than that of the drones, even though it had yet to even hatch. Other then that its wings were slightly more leathery, like Spike’s, and its backside was a deep green bordering on black.

“I don't get it. They look male to me. I mean they are already jacked if that's what you're referencing.” Spike exclaimed, gesturing to the changeling egg.

Twilight tilted the egg slightly, making Spike’s confused expression quickly morph into one of realization and embarrassment.

“Oh.” He muttered.

Fluttershy chuckled at her hive mate’s reaction and used a hoof to caress the other egg. “Well I’m just glad they both turned out okay.”

“More than okay. They are both as you said, perfect.” Twilight declared with a smile. “I mean look at them. They are both exceptionally well adapted to their future roles, and at the time of their conception I wasn't nearly as adept at gene manipulation as I am now.”

Spike nodded as he looked down on the purple egg, noting that the changeling within was much slimmer, with long legs and a large jagged horn that would rival even Twilight’s in size. This one’s body was elegant in the extreme, reminding Spike of Fluttershy in a lot of ways, but with a distinct and clearly unicorn edge to it. One thing was certain to the hybrid, and that was that this changeling was going to be as brilliant a mage as her father while also being as beautiful as her mother.

“You did amazing Fluttershy.” Twilight proclaimed confidently. “I can't wait to see how the next brood turn out.”

“Speaking of which. Did you decide on just how many I’ll be carrying this time?” Fluttershy asked, the breeder biting her lip nervously. “I feel as though I’m ready for four or maybe even more.”

“You are.” Twilight declared. “But I’m afraid I can't knock you up quite yet.”

“What, why?” Buth Fluttershy and Spike asked at the same time.

“You were just talking last night about these plans you finally settled on.” Spike began. “You went on and on about how great it would be, and how it would allow us to expand quicker.”

“I did, but that is because I planned on altering Fluttershy so that she may go about converting ponies herself.” Twilight proclaimed.

“So your really going to go through with it then?” Fluttershy pressed excitedly. “Your finally going to rebirth Lyra into the hive as another nurse?”

“Yes, it is exactly as you assumed.” Twilight replied. “She is too perfect a target to ignore, and ever since we first contemplated it i could not get it out of my mind. After we have welcomed her into the fold we do not have to worry about our cover quite as much while also not having to concern ourselves with who will watch our children during the day.”

“That does sound pretty good, but is it enough to insulate ourselves completely from the coming fallout?” Spike asked.

“I have had ample time to study Fluttershy’s dual nature and can say with confidence that it can be replicated.” Twilight announced with a smile. “The solution was simple too! The only reason Chrysalis did not bother to test it out was because adding both biological systems to one changeling increased love consumption three fold.”

“Which meant it was easier to birth both a nurse and a breeder.” Fluttershy concluded.

“Smart, but with the ease of which we gather love, this problem is non existent.” Spike added.

“Plus mother failed to account for the fact that converted ponies still produce a small amount of love, offsetting the increased consumption somewhat.” Twilight concluded, her grin growing larger still. “Between her and Fluttershy we could potentially avoid the majority of the fallout with minimal issues and while also avoiding converting any other ponies.”

Fluttershy closed her eyes briefly, submerging herself in the hive mind in order to better study Twilight’s projections and plans. The breeder noted that although her queen tried not to think about it, she had indeed thought up and planned out a more aggressive version of her idea. One that would see all of her friends converted, a majority of the town hypnotized or otherwise enslaved, and all goals firmly within reach.

Smiling, the breeder nodded and opened her eyes. “It is acceptable.”

“It is? I mean, of course it is.” Twilight muttered, the queen quickly straightening her back and standing a little taller.

“Alright then, so why can't we knock up Fluttershy right away then?” Spike inquired.

“Because the production of eggs needs to be put on hold while our bodies produce the right amount of conversion gel.” Fluttershy answered. “Right?”

Twilight nodded. “You are correct. I plan on converting her tomorrow, and knocking you up the day after that. Which isn't so bad, I think.”

Fluttershy’s gut told her that she should demand to be impregnated right now, but the reward was too tantalizing to ignore. “So when is the soonest you could alter my body?” She asked.

Twilight tapped her chin. “I suppose I could technically do so right now, but we really should wait a while, just in case.”

“In that case we should do it right now.” Fluttershy inisted.

“Woah there. I know the thought of being able to rebirth ponies, and convert them through more direct means are both pretty hot, but you shouldn't rush into this.” Spike warned.

“Spike’s right. We shouldn't tempt fate.” Twilight added.

Fluttershy shook her head, and fixed her queen with a firm look. “If I am not going to be impregnated right away, you can at least start the procedure to move things along. I cannot wait a moment longer.”

Twilight exchanged a look with Spike, with the draconic changeling shrugging weakly.

Sighing, Twilight turned back to the breeder. “Alright fine, but you are at least getting back into that bed after I fix it for you.”

Fluttershy nodded. “Excellent thinking my queen.”

Twilight turned and lit her horn, using a few simple spells to bend the metal parts back into place before fusing them back together again. A few extra spells ensured that it could not be torn apart in an orgasmic frenzy and a few more ensured that it was also more comfortable. Smiling confidently, Twilight took a step back and motioned towards the bed, prompting Fluttershy to get back into position.

“Alright now this may sting quite a bit and I’m afraid I can't help you with that. After the effects start occurring it shouldn't be too bad though” Twilight warned.

“I can take it.” Fluttershy declared.

Twilight nodded grimly and lit her horn. “Then let us begin.”

A series of spells were cast in rapid succession, each one aimed at ensuring that the changes were both able to be accepted by the breeder’s body, and that they would be permanent. After that it took a little longer before Twilight was ready as the changeling needed to activate several organs that were unique to a queen. A few minutes later and Twilight leaned forward, positioning her fangs directly over Fluttershy’s neck, her venom sacks filled with something far less toxic then usual.

After a final spell was cast, she bit down hard, injecting the potent cocktail of chemicals directly into the breeder’s body. The injection was over in only a few seconds, but as Twilight withdrew her teeth, the pain did not go away. Rather it became even more intense, with the breeder forced to grip the hoofrests tightly as she felt her insides twist and change. At the same time as she felt a spike of agony, the familiar pleasure of change also erupted from deep within her.

Organs were remade, muscle was reorganized as her head pounded, her brain being rewired to better accept these recent changes. It was immensely strange but not altogether unpleasant experience for Fluttershy as it sparked the primal desire innate in all changelings. One that compelled the changeling in question to change, adapt, and become greater than they had been born to be. While all this was happening Twilight and Spike were standing nervously nearby, watching as Fluttershy’s expression shifted from anguished, to orgasmic, and back again.

Then it was over, and the breeder lay slack, her breathing heavy, and labored, her pussy twitching as a thin trail of cum dribbled from her hole. “D-did it work?” She muttered weakly.

Twilight lit her horn, and after a brief scanning spell, she nodded. “It did. You can now rebirth ponies, produce and inject conversion gel, as well as store and implant any eggs I give you.”

“Wow Twilight, that's a lot.” Spike commented.

The queen shrugged. “The systems making all that possible are so interwoven that the energy draw was actually less if I gave you all of them.”

“So does that mean I have-” Fluttershy asked only for her ovipositor to suddenly slip out of her hole and stand at full mast, revealing an appendage a third of Twilight’s length.

“Well would you look at that.” Spike exclaimed with a whistle.

“Yes you do. Though your body cannot produce sperm obviously.” Twilight pointed out.

“It won't get in the way or complicate a birth at all, would it?” Fluttershy questioned.

“Nope. In fact the only downside is that you can't eat as much solid food anymore as I needed to sacrifice some space near your stomach.” Twilight remarked.

“That is perfectly acceptable. It just means I can snack more often.” Fluttershy announced with a smile.

“Ooh, that's a good way of looking at it.” Spike exclaimed.

“Yes, well. Tonight you should relax, heal, and get used to your new physiology.” Twilight commanded firmly. “For tomorrow we add a new member to the hive, and after that I have a half dozen eggs to implant.”

“I can hardly wait.” Fluttershy grinned. Everything is going exactly as grandmother planned. This is perfect.

Author's Note

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Rebirth

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“And probably food as well.” Twilight replied.

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

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

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

Twilight sighed. “Stick around?”

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

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

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

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

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

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

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

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

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

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

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

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

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

“That we will.”

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

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

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

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

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

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

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

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

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

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

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

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

“You mean teleportation?” Twilight inquired.

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

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

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

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

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

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

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

Oh I know. Twilight retorted.

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

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

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

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

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

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

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

“Hit me.” Lyra declared with a smile.

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

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

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

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

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

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

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

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

“Alright.”

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

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

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

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

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

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

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

Lyra grinned. “I am.”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Remember your purpose.

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

“What, why?” Fluttershy shouted in shock.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“I…” Lyra shuddered. “I’m ready.”

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Speak.” Twilight commanded.

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

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

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

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

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

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

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

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

“Your note? Explain.” Twilight demanded.

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

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

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

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

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

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

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

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

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

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

“Twilight, is that you?” Bonbon asked.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“No magic?” Bonbon asked hesitantly.

“No magic.” Twilight replied.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“How long will it take?” Fluttershy asked.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Author's Note

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Welcome To The Hive, Twilight Sparkle

Twilight Sparkle woke with a start, her body immediately moving as she pushed power into her horn. Despite twisting every direction she could think of, every part of her body was stuck fast, unable to do so much as twitch in any which direction. Her magic proved just as bad however and dissipated before it could even reach her horn, proving that it was being inhibited somehow Her eyes had finally adjusted by then and she looked around and was only slightly shocked to see that she was a dimly lit cave that was was covered nearly completely in some manner of green gel that clung to the walls and floor.

Looking down she found that she was bound to the wall by the same green gel all the way up to her neck. Carefully, she flexed each hoof and part of her body once more and found that the gel stuck fast and had absolutely zero give to the strange green gel. Rather then give up she instead focused her efforts on her horn, where she found a thick wad of the same gel clinging to the appendage. The green gunk was a bit deeper of a color then what she had seen on the walls and floor, which made sense as this was obviously capable of resisting her magic.

She craned her neck in every direction, hoping to loosen some of the gel that held her against the wall, only to find that once again her captor had prepared for such an eventuality and there must have been some gel along the back of her neck as she was unable to move. With a growl the unicorn pushed more magic into her horn, testing the limits of the blocker by shoving as much raw power as she could. Sure enough the gel began to crack and with a resounding bang, her horn exploded with power, destroying the clinging green goop.

With her horn free, it was child's play to free the rest of her and the unicorn simply teleported out of her cocoon.

Once free from her imprisonment, the unicorn did a quick stretch, ensuring her limbs were loose and ready for a fight. With that done she scanned the room once more and found that a large section of green goo that had appeared to be random, now looked like some sort of bizarre flesh like door.

Before moving anywhere however she lit her horn once more and scanned the room with a spell. “Figures.” She muttered.

The room itself was protected by heavy anti scrying and teleportation matrixes that seemed to be etched into the very stone. She could move around within the room easily but any attempt at leaving would see her teleport cancel, or worst case scenario, teleported into a solid stone wall. The anti scrying measures were also more than capable of shutting down her attempts to see outside the room and without knowing where she currently was, she would not be able to use the message spell Celestia had taught her.

Step one, capture a guard, then tear the location of this cave from his mind.
Step two, send message to Celestia
Step three, hold out until help arrives or teleport to a significant distance, whichever is more likely to result in survival.

Twilight had prepared for nearly any eventuality and after one last scan to ensure there were no security spells on the door or room, she pressed forward. As she neared the door she was left wondering how to open the flesh like object, only for her question to be answered as it opened itself, the center mass of green pulling to either side, not unlike a pair of drapes parting in the center.

Pushing the disturbing sound the door made out of her mind, the unicorn cautiously peeked into the hall beyond. A long, dark hallway lit only by the same green bioluminescent gel stretched left and right. She heard no distinctive clop of hoof on stone, nor the flutter of wings, either gossamer or feathered. No beings seemed to wander the halls and no guards stood outside her impromptu cell.

On second thought… Step one, escape, and relocate to a high elevation in order to find a landmark. These are definitely changelings, and the scope of their hive mind is unknown.

With neither right nor left appearing different in any way, the unicorn arbitrarily chose left.

She crept softly through the dank tunnel, carefully stepping on the green gel that randomly covered the ground at points as it seemed to dissipate the sound of her hooves perfectly. While moving she made sure to keep her senses active and constantly checked her six while maintaining a small suite of scanning spells and a set of minor illusions that would obscure anyone not looking directly at her. This ensured that she would see anyone coming and if she didn't, they would likely look right past her and give her enough time to activate the mana costly invisibility spell she knew.

Up ahead, the tunnel began to curve and branch, with the occasional green fleshy door appearing on either side.

Doors meant minor rooms, main thoroughfares don't utilize doors. With that tidbit of knowledge in mind she kept to the far side of the hall, ensuring she didn't accidentally open any of the doors by walking too close. Sure enough the doors didn't open automatically like the first one had, and she made her way up to a cross roads relatively quickly.

Glancing left and right she found that one sloped down while the other sloped upwards. Downwards may lead to basement or sub basement of some kind, escape from such a place is unlikely. Turning to the right, the unicorn’s pace remained slow and methodical even when her heart swelled with hope as she felt the tunnel begin to rise steeply, indicating that she may yet escape.

The unicorn smirked to herself. This is going to be easy.

That was not easy at all.

The hall had continued to rise until it became sheer, though it maintained it's padded and well worked look, forcing Twilight to levitate herself up the expanse. Of course, this wasn't a design flaw as changelings could walk on walls but to someone who could do no such thing this was nearly impossible. As such the unicorn was forced to abandon her scanning spells, and instead chose to maintain her set of minimal illusion spells instead.

Which turned out to be the correct decision as she passed by several changelings walking down the wall to her right.

Twilight was ready for this eventuality however and she activated the invisibility spell she had prepared earlier just as they glanced past her position. Normally such an act would mean nothing to an emotivore who could detect her without sight, but Twilight had designed the spell to hide every facet of her being, including smell, sound and even emotion.

The changelings didn't appear overly concerned either, merely strolling down the wall at a slow methodical pace, only looking around occasionally. Evidently the guards were leaning heavily on their ability to sense emotions, and rarely even bothered checking around them using their more traditional senses.

As such, Twilight’s spell was hardly even drained as they had only briefly glanced past her position before passing her by.

With a smirk, Twilight dismissed the invisibility spell and pushed her way up the tunnel, a landing now in sight.

The rest of her journey through the hive was much the same, guards became more numerous but they frequently relied on their emotional senses to the point that they hardly even bothered turning their heads. This would have been good news for the unicorn as she could easily sneak up, incapacitate and interrogate her captors, provided she was able to cut them off from the hive mind. Whoever was in charge was evidently not completely incompetent though, as they patrolled in small groups of three or more, making capture impossible or at least too costly to bother.

Still, they hardly if ever seemed to try any spell or action that would scan for hidden enemies, making her stealthy escape a simple task.

By the end of it, her magic had hardly even taken a hit and the unicorn figured she could probably sneak back into her cell and still have enough magic left over to sneak back out again.

She waited patiently in an alcove, watching as a trio of guards walked silently passed, their eyes pointed forward the entire time. Twilight Sparkle waited a few more seconds, listening as their hoofsteps echoed down the hall. With them gone she slipped out of her hiding spot and made her way over to the distant source of natural light she had seen minutes earlier.

Sure enough, there was a small balcony, barely large enough for two ponies to stand abreast upon at the end of the hall. Beyond the black metal balcony lay an enormous wasteland that seemed to stretch in all directions as far as the eye could see. Normally such a visual wouldn't be helpful to any would be escapee, but Twilight was not a normal mare in any stretch of the imagination.

The unicorn activated another spell, giving her eyes the ability to zoom into a point in the distance like a pair of telescopes. A quick scan of the horizon and Twilight was already getting a good idea as to where she was. To her left was a large sprawling lowlands that gave way to forest, to her right was a large mountain range and directly in the center was a sprawling series of plains and forests with a single large mountain poking out of the center.

Canterhorn.

With the mountain in sight it didn't take long for the astute mare to figure out her current location down to the mile, using only Canterhorn, a trio of peaks in the mountain range to her right and a notable hill that rose to her left. With her location secured she quickly checked her flank, and noting that the guards had not returned, summoned a small quill and slip of paper she had managed to steal from an unwary guard a few hours earlier. It wouldn't be perfect but Twilight scribbled a quick note indicating her exact location and a plea for help, including the code phrase Celestia had taught her that would ensure the alicorn took the note seriously.

With one last look over her shoulder, she lit her horn and formed the spell necessary to send the slip of paper directly to her mentor. Then when the spell was ready she released it and watched as the spell activated, disintegrating the note in a bloom of purple fire.

She very nearly laughed at how easy it was, but her mirth died when the note rematerialized directly in front of her a second later.

“What the…” She muttered.

“Bravo Twilight Sparkle, truly you are the most ingenious individual that Equestria has to offer.” Announced a haughty, feminine voice from mere feet behind her.

Twilight spun around, her horn already alight with power and a spell at the ready.

Twilight didn't even so much as flinch when she saw that it was Chrysalis there behind her, she would recognize that arrogant, haughty tone anywhere. The unicorn had no time for banter, as she knew well just how numerous the queen’s army was, having spent several hours moving amongst them in secret.

The spell was quick, dirty and not her best work, amounting to a simple burst of electricity that she hoped would allow the unicorn enough time to teleport further from the mountain and hopefully away from whatever was blocking her message spell. Or at least she would have, if the spell didn't fizzle the second she heard Chrysalis speak.

“Cease.” She said simply.

The unicorn’s treacherous body moved without her consent, making her spell sputter and fail milliseconds before casting, causing a small jet of sparks to erupt from her horn and to rain down on the stone floor.

Twilight tried to move, to cast, to do anything to get away from the queen but her entire body and very magic seemed to rebel, leaving her standing there stock still in the center of the hall.

The changeling queen smirked, stalking closer to the unicorn in a slow, deliberate fashion. “Twilight, Twilight, Twilight. Did you really think it would be that easy?”

Duh. She thought to herself.

The queen rolled her eyes. “Your allowed to speak, provided it's not to cast a somatic spell.”

“How did you know about those spells?” Twilight asked, her eyes narrowing dangerously.

Chrysalis smirked, slipping close to the unicorn and running a hoof down her captive’s cheek. “I have been around for aeons my young pony, I have forgotten more lessons on magic then you've ever learned.”

Twilight snorted, wishing she could recoil from the changeling’s surprisingly cold touch. “It won't matter, your my only enemy still left, and I have left strict instructions to be followed if I should ever disappear.” Her eyes narrowed, and a smirk came to her lips. “It should take less than forty eight hours before they realize it's you and after you so foolishly mentioned your home in the badlands, it will take mere days before the royal guard will be on your doorstep.”

Rather than be intimidated, surprised, or even slightly annoyed by the revelation, Chrysalis only seemed vaguely amused. “That would happen, unless you turn back up within the next twenty four hours.”

Twilight’s eyes went wide before narrowing once more. “Explain.”

The queen shrugged, slipping beside the unmoving pony and brushing her chitinous hide against Twilight’s soft fur. “You will be returned, safe and unharmed within the twenty four hour window that you allowed in your instructions. Since you will be returned in ample time, no invasion force will be unleashed and my forces will remain unmolested.”

Twilight wished she could shiver, as the changeling had circled around her by now, pressing her cold, hard shell against Twilight’s warm coat. “Why wouldn't I tell them where your base is located?”

Chrysalis finished her little circle and stood once more before the unicorn. “Because you will be loyal to me, of course.”

The unicorn looked at her with a hard, unreadable expression for several long seconds before exploding into laughter. If it was possible for her to move she had no doubt she would be rolling around on the ground, clutching her stomach as she laughed.

For once, the queen’s expression faltered somewhat and her smirk fell away. “What is so funny?”

The unicorn laughed a little harder, and continued to do so until she nearly ran out of breath and was left gasping. The queen’s eyes narrowed and she lurched forward. “You will tell me why you are laughing. Now!” She shouted.

Twilight didn't need whatever spell Chrysalis had used to pull the answer from her. “Simple, I have guarded my mind against any kind of deep hypnosis or mind magic, this little charm you used to get me to obey you is all your capable of. Besides, this spell isn't true obedience, and doesn't last long, you couldn't even make me do something that's self detrimental, nevermind betray my country nearly a day after the fact.”

Chrysalis’ hard expression fell away and a huge smile spread across her face. “Oh Twilight, I don't intend on changing your mind, rather I intend on altering the very grey matter in that big head of yours.” The changeling tapped the unicorn’s skull for emphasis.

This time it was Twilight’s turn to lapse into a brief moment of panic. “You wouldn't… You can't. There are no spells or magic of any kind that can alter the fundamental nature of a being’s brain.”

The changeling slipped a little closer, her smile growing to truly disturbing proportions. “You think I would bet my entire plan on doing just that if I knew it was impossible? Come now Twilight Sparkle, you may not like me but do I strike you as a fool? Speak honestly now.”

The insult died before it could reach Twilight’s lips and she reluctantly muttered. “No, I do not believe you a fool.”

“I didn't think so. Now then, follow closely, I have wasted enough time testing you, it is time for your rebirth.”

Twilight’s heart fell and her eyes went wide. She put everything she had into trying to resist the compulsion spell, straining weakly against her desire to follow the changeling. After nearly a minute of struggle she reluctantly gave up, gasping for air.

“Done already? Most disappointing.” Chrysalis remarked without turning around.

“I’m never done.” Twilight growled.

Twilight wasn't sure how, but she was ninety percent certain that the queen was smirking like a filly who just got away with pilfering the entire cookie jar.

Together the pair walked down the now barren halls of the changeling hive, guards and other random member’s of the queen’s species stepping aside and giving the pair a wide berth. Twilight noticed that the guards acted slightly different from the civilian changelings and seemed to be embarrassed for some reason. The unicorn chuckled when she noticed one particular changeling cower when Chrysalis passed him by shooting him a glare.

She was tempted to ask questions or to needle information out of the changeling but she knew almost instinctively that the queen wouldn't answer any such questions. She had evidently removed the proverbial kiddie gloves after her defeat in Canterlot.

It was only at this point that Twilight realized something odd.

The changeling guards whom she had seen the most of, had seemed to look like the average changeling with sporadic holeslining their bodies but the civilians were much, much worse off. Holes bigger then Twilight’s hoof perforated their forms, to the point that limbs were rendered unusable, hanging on by mere millimeters of chitin. A few changelings were even sporting holes in their necks and heads and seemed to lack basic movement, or even ears, or jaws and eyes.

The pony forced herself to look away, unable to continue to gaze upon the broken and damaged forms of the many changelings that had come to gawk at her.

“Do they still deserve to starve?” Chrysalis asked coldly, never turning around. “Speak plainly, worm.”

“No, they never did.” Twilight replied instantly. “You cannot feed them through force though and to extract love like some sort of mosquito would not help.”

The queen spun around and fixed the unicorn with a hard glare. “Fool! Did you not believe I knew that? I was not going to cacoon you all, I was going to forge your memories and alter your minds so that you would believe changelings had been the fourth pony tribe!”

Twilight’s mouth hung open.

“Love by force is foul. It cannot be used to feed our young and holds all the nutrition of hay. Survival would be possible but that would be all we would be doing, surviving.” The changeling’s features softened and she rose back to her full height. “I may have gotten carried away in the moment, but I never intended to do anything more then to become your friends.” She sighed, and turned back around. “Come now, and no more questions until we are in my chambers.”

Twilight’s jaw slammed shut and she followed the queen in silence, ruminating on the information she had just been given.

Many minutes later, the pair were now deep, within the hive, most of the details of which Twilight hardly even noticed as she was too caught up in her own thoughts.

“We are here.”

Twilight looked up to find what looked like a normal bedroom in the royal apartments in Canterlot castle. A large four poster bed stood directly before her, a dresser beside it and an end table on the other side. Beyond that the room was simple, losing the look and feel that the royal apartments had. The walls were clad in banners both ancient and unknown, Twilight could tell that several of them must have been several thousand years old while others looked brand new.

“What are all these?” Twilight wondered aloud.

Chrysalis snorted and waved a hoof to the gathered banners. “Friends, allies, and a few, enemies. All have met their final end and remain as little more than a memory, but that matters little now.”

“What do you intend to do now?” Twilight asked, genuinely concerned.

“I have tried things the pony way, now I will try things the changeling way.” Her eyes darned and she glared at the pony. “You will become my first royal daughter in centuries, then with your loyalty all but assured I will use your knowledge to undermine the nation of Equestria in it's entirety.” Her smirk grew dark. “You will destroy their economy, sew descent and chaos, and when the plan has reached it's final conclusion you will kill the princesses and take their place as the sole monarch of Equestria.”

“No.” Twilight muttered, looking on at Chrysalis with horror in her eyes.

“Yes. In the chaos we will abduct and capture numerous ponies to keep my subjects fed, then when you sit upon the throne you will ensure that changelings hold all the positions of power. With such power we will be able to extract all the love we could ever dream of by being the ones who pick up the pieces of a grieving nation.”

“I won't let you win Chrysalis!” Twilight snarled.

“Oh, but you already have. You will be mine, Twilight Sparkle, body, and soul.” Chrysalis grinned, her eyes beginning to swirl with a strange green and black light.

Twilight instinctively twisted away, trying to yank herself out from the queen’s hypnosis but a short command destroyed her attempt.

“Look into my eyes, Twilight Sparkle, do not look away, do not blink, stare into the depths and lose yourself.” The changeling whispered.

“N-no.” The mare muttered, feeling her head turn to the queen and her eyes focus intently on the changeling’s.

But for all her talk of never giving up, she was all but helpless in the queen’s grasp and she quickly began to feel her will slip away, lost within the swirling miasma of the queen’s eyes.

“Yesss.” The queen hissed. “You are mine, Twilight Sparkle. Open yourself to me and give me your will.”

“Yes my queen.” The mare murmured.

The queen’s eyes flashed with a dark and terrible light, a light that washed away all semblance of self, pushing the unicorn away from the controls of her own body. The light in the queen’s eyes faded and her grin filled with malcontent. “Good. You are mine now, you love to be mine, don't you Twilight?”

“I love to be yours.” She murmured.

“You love everything I do to you.”

“I love everything you do to me.” The unicorn droned.

“You are ready.”

The queen turned and climbed onto the bed, quickly laying on her back and spreading her legs wide. “You will push yourself inside me, until your body is entirely in my womb, and you will love every second of it. The spell will not last long so do this quickly!”

The mare nodded slowly, her eyes drawn to the changeling’s slit that dripped with a slimy green liquid. “By your command.” She muttered.

Twilight should be horrified, should be scared beyond belief but the queen’s commands overrode any such feelings and replaced them with what could only be described as pleasure the likes of which she had never experienced in her entire life. It felt as though her entire body were alive with electricity, and even the subtle touch of the air brushing past her fur was like the most intimate of caress.

She trotted forward quickly, eagerly running toward the changeling who purred contently. “Good. You want this almost as badly as I do. Come to mama Chrysalis.”

Twilight smiled despite herself, eagerly crawling up onto the bed, her eyes permanently glued to the slightly parted lips of the changeling’s dripping pussy. It wasn't like a pony’s cunt in the slightest and if it wasn't for the placement thereof Twilight wasn't sure she would even know what it was.

Despite just how foreign it was, Twilight found herself utterly hypnotized by it and now that she was close, she couldn't help but lick her lips. Chrysalis chuckled at the sight, looking down at her mind slaved pet with amusement. “Go on, give it a taste. We have time enough for a short diversion.”

Twilight nodded eagerly, squirming a little closer and putting her head squarely between the queen’s legs. She hesitated for only a moment, her lips mere milimetres from the changeling’s winking pussy before diving right in without a care in the world. She pressed her lips against the queen’s kissing her deeply and eagerly, sliding her tongue inside the queen’s pussy.

Chrysalis had experienced thousands of sexual encounters over the millenia and rather then get turned off to the act, she had become somewhat of a connoisseur of sex. So when Twilight leaned forward and kissed her in the most intimate way possible, Chrysalis instantly realized several things.

For one, she knew Twilight had done this before, though her knowledge of changeling anatomy was limited, her tongue almost instantly sought out the queen’s clit. Which wasn't where the pony equivalent was, and though initially confused, Twilight continued her search.

She was also aware that Twilight’s tongue was far longer than what she would have guessed. The thin dexterous appendage slipped deep into the queen’s pussy, far past the depth that a normal pony would be able to reach. I am so keeping that. Chrysalis thought to herself as she forced down the urge to arch her back and moan aloud.

The unicorn pressed deeper in her search for the changeling’s love button, mashing a few inches of her muzzle into the queen’s pussy. This time the queen did not resist the urge to moan, and her entire body shuddered in pleasure as she felt her pussy begin to stretch. It didn't help that the ritual necessary to make Twilight’s rebirth possible also cranked up her pleasure all the way to eleven.

Every twitch, every slight move and subtle touch were like bolts of electricity through the queen’s body. She could see her abdomen stretch and distend as the mare pushed a few more inches of her muzzle into the her pussy, a sight the changeling eagerly enjoyed.

Twilight Sparkle wanted, no, needed, to be inside her queen, needed to be reborn and made a new, to give herself fully to the swarm. And yet she felt an even more overwhelming need to enjoy the moment, to bring her queen at least an ounce of pleasure before she was reborn anew.

She gripped the queen’s aching sex with her hooves and gently pulled it apart, stretching the changeling’s lips and making her squeal in delight. That was not the end of the unicorn’s ministrations though and all the while she stretched and toyed with the queen’s cunt, Twilight’s tongue was working overtime.

Though her muzzle was now buried as deep as possible into the queen’s slimy love canal, Twilight didn't find it difficult to open her lips and let her tongue slip out and explore the queen’s body. Taste suddenly flooded through Twilight’s addled mind, a sensation that had been forgotten in the midst of her intense lust. The queen tasted strange, and for a moment Twilight couldn't quite put her hoof on it, until all at once she realized that Chrysalis tasted exactly like a lime popsicle.

With that image fresh in her mind, she eagerly dove back in, working her tongue with a fervor she had not possessed a moment before.

Chrysalis wasn't sure where the sudden enthusiasm came from but she figured it didn't matter in the end, as the unicorn’s surprisingly skilled tongue had quickly surpassed the changeling’s expectations and then some.

Twilight worked faster, harder, feeling that with each passing second her queen’s tight passage loosen more and more. With each twitch of the queen’s cunt, Twilight knew her final journey would be made that much easier and she relished the thought. Her tongue caressed Chrysalis’ every fold, licking and lapping at every inch of the changeling’s pussy before pushing a little deeper and repeating the process.

As she pushed deeper once more, Twilight couldn't help but let out a small squeal of pleasure of her own. The touch of the queen’s cunt pressing against her muzzle was akin to the most sensual caress she had ever experienced and it was intimate on a level that she could hardly even compare it to anything else. Stranger still was how she seemed to be almost in tune with the changeling, feeling an echo of the same pleasure her queen felt.

Twilight didn't have time to question it however as she had reached as deep as she could possibly get before having to begin the arduous process of inserting the majority of her head inside her queen. She hesitated, her pace slowing somewhat as she wondered just how she was going to accomplish this task. Would she have to take her head out and go horn first? Or perhaps just angle her head a little differently?

As if reading her mind, Chrysalis lit her horn and cast a quick spell, shrinking the unicorn’s own horn to roughly the size of a foal’s. “Go on my daughter, I have made the passage easier and breathing unnecessary. Go forth and become one with the swarm and succumb to my will.”

The unicorn didn't even hesitate this time, pushing her head forward with a powerful surge of her hind legs. Inch after inch of the pony’s head pushed into the queen’s folds, spreading her wider then what she had felt in centuries. Not even laying the egg of a warrior could compare to the sensation of having a fully grown mare’s head pushing deep into her love canal and nothing could compare to the pleasure she now felt.

A pony would balk at such a thing, or cringe in pain but to the queen this was not so strange, and was indeed quite the opposite of painful. Her body had been changed, shaped by the ritual that would enable her to rebirth the pony and bring her fully into the swarm. As such, she found the distinct sensation of having that most intimate part of her stretched beyond what should be possible to be orgasmic on a tier equal to the most sensual acts she had ever experienced.

The changeling’s body shook and the queen cried out in pleasure as she felt Twilight’s horn slip inside her and begin to press against the inside of her body. The short, stubby unicorn horn was placed perfectly and seemed to know exactly what it was doig as it pressed and stretched at every pleasurable spot inside the queen’s cavernous cunt.

The unicorn let out a tiny muffled moan, her entire body squirming in pleasure as she felt the tender touch of her queen reach up the side of her face and threaten to cover her entire head. This level of intimacy was unlike anything she had imagined and Twilight’s heart surged at the realization that her queen had chosen her to do this over everypony else. She would soon be Chrysalis’ daughter in mind and body. The mare was filled with an undeniable lust but beneath that was a completely new joy wherein she lost herself.

With renewed intensity the unicorn pushed herself deeper and deeper, her hooves digging into the strangely plush bedding in order to give her more grip. The changeling’s body was a little slower to react however and it seemed to only reluctantly part for the insistent unicorn, taking several arduous seconds to stretch and distend enough to allow the entirety of Twilight’s head to fit inside. With the hardest part over she let out a low moan of satisfaction, feeling another small portion of the same pleasure that her queen did.

“Oh fuck the hell yes.” Chrysalis muttered, her hooves gripping the sheets tightly as she felt the Twilight’s head slip completely inside her body.

The changeling’s back legs twitched and spasmed as pleasure coursed through her, having been rendered almost completely numb from the feeling. She looked down at her distended midsection with a loving smile. To see her body stretched and contorted in such a way brought back memories of having been filled to the brim with burgeoning new life, and in a way it was.

The changeling couldn't help but smirk as she felt Twilight begin to climax, the mare’s body writhing as she succumbed to her base urges. The queen was tempted to tease the pony, to remind her that she just came from the feeling of only being touched, but it was hardly necessary at this point and Chrysalis doubted she would even be heard.

When Twilight’s orgasm had finally dissipated, she seemed to gain a surge of new energy and the pony pushed herself forward with renewed determination. Soon her neck disappeared into the changeling, pushing the enormous lump in her midsection further up her body. Chrysalis felt a sliver of worry suddenly worm into her thoughts only to dismiss it, she had made sure the mare no longer required oxygen before she was allowed to wake up and just barely reinforced the spell, it should last long enough to complete the changes necessary to bring her into the fold and then some.

The changeling forced herself to relax, tearing her eyes away from the sight of her distending stomach and laying back and spreading her legs a little more. Something about the new position wasn't quite as… arousing though and she quickly conjured a mirror on the ceiling. “Perfect.” She muttered, watching intently as the mare crawled deeper and deeper with each passing moment.

Twilight had opted to press her forelegs against either side of her body and rely on her back legs to push deeper, something the changeling was grateful for. Her body was incredibly stretchy and with each passing second grew more so, but she wasn't sure if she would be able to take the mare quite as easily if Twilight hadn't done what she had.

It didn't take long for the mare to push herself deeper as the changeling’s body was already stretched incredibly due to the mare’s head being the largest part of her body. Still, the going was not easy and with each inch Twilight pushed forward, Chrysalis was forced to grow even larger, the pony getting closer and closer to the changeling’s womb.

It wouldn't be long now, and Chrysalis watched in smug satisfaction as Twilight had inserted herself down to her hips and was now straining to find purchase in the odd position. “Having trouble my little grub?” She teased, noticing the muffled curses coming from inside her.

“Mmf.” Twilight grunted back.

The changeling giggled, watching as the mare tried in vain to push herself deeper with nothing more then her back legs. The position was a little too odd for her though and with a resounding sigh she fell still.

Chrysalis shook her head, a little impressed by the bit of compulsion she had used as this was beyond the enthusiasm such a simple spell should be capable of. Perhaps my little bookworm had a hidden fetish. Chrysalis thought to herself.

The mare grumbled silently before lighting her horn, making CHrysalis’ mid section begin to glow like some bizarre mono colored disco ball. “What are youUUuuu-”

The entire pony’s body lit up in the same pink as her magic before her entire form was suddenly forced much, much deeper. Inch after inch flew into the changeling’s passage, causing the queen to squirm as an unexpected orgasm tore through her. “Oh yes, deeper my daughter, deeper!” CHrysalis cried, her grip on the bed tightening to the point that she risked tearing the fabric.

Twilight was always eager to please and add a little magical compulsion to the mix and that facet of her personality had effectively been turned up to eleven. So it was that when she found her path suddenly blocked with only the tiniest opening, she didn't even hesitate. A slight readjustment of her angle was all she needed to press her horn against the hole and though it muddled her concentration slightly, she was an expert spell caster.

Chrysalis’ eyes went wide as she felt the pony’s horn push into her cervix, making her hooves tremble and a strangled moan slip past her lips. She wasn't sure how but the pony had managed to keep up herself-telekinesis and was forcing herself into the deepest reaches of the queen’s body.

The view the mirror gave her was nothing short of incredible and Chrysalis marveled at the sheer size of her distorted midsection. Her hips that had been stretched to a point that was normally impossible, had been given a slight break, as only the last half of the mare’s back legs were outside the queen’s snatch. Her stomach was perhaps the most changed, her midsection having to grow to the point that it was able to contain a being almost half the queen’s size and weight. Chitin that was normally harder than steel bent and warped, retaining it's strength without suffering any cracks or fissures.

Twilight was oblivious to this all, for despite the fact that she was no longer able to see, as her entire body was now completely and utterly covered in the queen’s strangely thick gel like lubricant. This odd substance should normally have dulled the feeling of touch as it clung to and covered every inch of her, yet Twilight swore the feelings of pleasure only increased since she had pushed deeper.

Something about being closer to the changeling made the feelings more intense, and her already overwhelming lust became even greater then before.

The mare grunted in effort, the changeling’ cervix proving a difficult barrier to the pony. She could feel another orgasm coming on, the feeling of her body being touched and caressed by the queen’s velvety folds was unreal and was growing more intense by the second. Despite this immense pleasure she refused to give in so easily however and she pushed aside any thoughts of pleasure and focused entirely on the task her future mother had given her.

With a surge of magic she shoved her body forward, eliciting a scream of pleasure from her queen that was like music to her ears. The pleasure filled cry was strange shrill noise, but to Twilight’s ears it was the single most erotic sound she had ever heard in her entire life. With a smile on her face, Twilight pushed forward, eager to make her queen cry out in such pleasure again and again.

Chrysalis’ hooves tore through the sheets and it took over ounce of her not inconsiderable will power to resist the urge to squirm in pleasure. Her entire body twitched and spasmed as she came harder then she had in centuries. In her lust addled mind, she was faintly aware of the fact that Twilight Sparkle, one of her greatest enemies, was making her cum harder then she had in long, long time.

The pony’s head was now entirely within the deepest reaches of the queen’s body and Twilight knew instinctively that it was going to be difficult here on out as the womb was only just large enough for her. As she pulled her shoulders through the breach and pushed herself in she began to pull herself into a different angle, hopefully allowing her just enough room to curl into a tight ball.

The pleasure was mounting however and even Twilight’s will was not enough to hold off the waves of pleasure that assaulted her mind. Just as her forehooves completely slipped Chrysalis’ cervix, she felt it, and this time it was going to be a doozy. The unicorn bit her lip and moaned pathetically, her back hooves already twitching before her orgasm even arrived.

Chrysalis’ vision had become tinged with pink, so full of love that it felt as though it would ooze out of every pore. The sight of Twilight’s hooves disappearing into her pussy had been incredible, and the knowledge that she was about to make her worst enemy into her best ally was even better but even that compared to what happened next.

The pony’s back legs began to tremble, then all at once her entire body began to convulse and for a second the changeling was worried, only for Twilight’s muffled cry of pleasure to wipe away such worries. It had been less than thirty seconds Chrysalis came, yet the instant she felt Twilight begin to writhe within her, she came again. It was simply too much for the changeling, the feeling of domination, of control, combined with the erotic stretching, was intensely pleasurable. Even more than that though was the fact that the pony was stretching not only her belly but her cervix, something she found bizarrely enjoyable.

Chrysalis didn't care at this point, it didn't matter where this pleasure came from or why, she was too far gone to do anything other than simply lay back and enjoy it.

Twilight’s orgasm was mercifully short, her supplanted will forcing her to shunt out the orgasmic sensation of Chrysalis’ pussy and focus on the goal she had been given. The unicorn grit her teeth and refocused on her horn, straining the limits of what her focus in order to shove more of inside the queen’s already cramped womb.

Her hips were next, followed closely by her upper thighs but unfortunately for her, the space had grown so cramped, and her mind so addled by pleasure that her telekinesis fizzled. With a cry of annoyance the mare tried to pull her legs in the old fashioned way but without some way of leveraging her weight, she could only twist her body in a vain attempt to pull her hooves inside.

Chrysalis was awash in pleasure, her mind nearly lost to feelings coming from deep within her womb. That was all pushed away when she felt a spike of panic and the changeling’s eyes snapped open. Looking down she was quickly able to discover that Twilight had become stuck, which helped to dismiss some of the panic that had threatened to overwhelm the queen.

The changeling lit her horn and gripped the unicorn in her telekinetic aura, doing her best to ignore the strange sensation that always came with using magic on the inside of one's own body. With a grunt the changeling pushed, shoving the unicorn deeper.

Twilight twisted, barely able to react in time to her queen’s unexpected help. Thankfully the unicorn had grown used to the tight confines of the changeling’s womb and she was easily able to twist her body in such a way that she could squeeze her back legs inside with ease. It had grown cramped, as she was forced into a tight fetal position, but it was enough to fit her entire body within the confines of the queen’s womb and for that she was beyond elated.

With her order completed, Twilight could feel the compulsion begin to lift, her pleasure beginning to be replaced by confusion. Sensing her newest daughter’s distress, Chrysalis rubbed her grossly distended belly and hummed softly. “Be still my daughter, you have many expectations to fill, but for now simply lay back and enjoy the pleasures of your rebirth.”

Twilight’s panic seeped away, the soothing voice of her queen wiping away such mundane worries like the fear for her safety and sanity. They were all such small and petty concerns when placed in the true context that she was now thrust into. She was a royal daughter, a princess of her mother's hive but those titles weren't quite hers yet, for now she had but to relax and revel in her transformation.

The changeling’s distended cervix slowly closed, the ancient ritual of rebirth having activated and forcing her body to begin the first stages of the changes. First her womb needed to be sealed completely, an act that was surprisingly pleasurable despite all the vast physiological changes occurring within the changeling’s body.

Chrysalis grunted as she felt the next wave of changes occur within her own body. First her love reserves needed to be accessed, from which the power was drawn for the next steps. Such stores of love were lower then she'd like but ultimately they were enough for her purposes, or at least she hoped so anyway.

With fuel for Twilight’s transformation now secured, the next step was activated and her womb was flooded with a thick, viscous fluid. The gel like substance flowed into her womb, causing a brief surge of panic from the unicorn inside. Chrysalis hummed softly, and continued to rub her belly in slow, methodical movements, whispering the words to a song her mother sang to her when she was little more than a grub.

Sure enough the unicorn calmed down quickly, even as her every pore and orifice were beginning to fill with the strange gel like substance. Twilight’s nose, ears, vagina, ass and every pore of her body were suddenly filled by the strange substance and though she felt the urge to panic once more, her queen reacted quickly, lulling the unicorn before she could act on her instincts. It was a strange sensation to have her every orifice filled so completely in a matter of seconds, and though it felt strange at first, she couldn't help but find the feeling strangely enjoyable.

Her body was being filled with the necessary building blocks for her rebirth and that fact alone was enough to fill her thoughts with joy instead of the panic she would have normally felt. Her belly distended as the gel filled her every hole, even seeping into her lungs which began to heat up.

The heat was the next step and a pulse of magic triggered a transformation in the gel, making it stiff significantly, ensuring the unicorn could neither escape, as well as making the transformation that much easier on Chrysalis. This had the unfortunate side effect of making the unicorn’s slight movements nearly imperceptible and the changeling couldn't help but worry if something had gone wrong.

The queen’s burgeoning fear for her new progeny was short lived however as she could feel a spike of joy coming from her bloated midsection. Breathing a sigh of relief, the queen continued her song, her hooves gently massaging her stomach as she felt her changeling magic continue to work.

Twilight could vaguely feel the heat begin to shift, focusing mainly around her back hooves, where it built and built. The heat never grew enough to become uncomfortable though, and indeed even grew to be somewhat enjoyable. What came next though would catapult that subtle feeling of pleasure into the stratosphere, as the gel both inside her, and around her hooves, shifted suddenly.

The gel in her pores began to squirm, extending tendrils into her body and becoming conduits for the changeling’s twisting magic. The change was subtle at first, the slight loss of feeling that came with her fur falling away, amplified slightly more as her skin began to harden. Despite the fact that she could feel the tips of her back hooves begin to grow hard, her flesh replaced by chitin, she never felt the loss of sensation she would assume would come with such a change.

Even as the inside of her hooves shifted, and her nerves, muscles and very bones were moved around she felt no pain. More than that she even felt… strangely good.

Not only was this her new mother’s will, the completion of which felt good in it's own way, but the feeling of her body being changed was pleasurable in it's own right. Gone was the soft fur that surrounded her hooves, replaced by the hard black chitin of a changeling, a change that quickly spread up from her hooves and stretched up to her knees.

Her back legs twitched and flexed at odd times as the changes deepened and her very being began to be altered by her queen’s powerful will. Within minutes both of her back hooves were replaced by the hole ridden chitin clad limbs of a changeling and rather then slow down, the changes only began to speed up.

She could feel the magic deep inside her body begin to be twisted, molded slowly into a more preferable shape. The pony hybrid would have cried out in joy, or moaned in pleasure but the gel filling her ensured she could do neither of those things. Yet somehow, she just knew that her queen understood, and that her queen was enjoying this just as much as she was.

Chrysalis had no such restrictions on her own moans of pleasure though and she cried out for all to hear. “By the first mother, I forgot how good this felt.” She muttered, her hooves never straying far from her enormous belly.

There was something tantalizingly about turning her worst enemy into her greatest ally in the most debauched way imaginable. Adding to that was the fact that the spell was designed to make her experience all the pleasure her new daughter did and it made sense that the queen’s orgasms blurred together in a seemingly endless haze of lust.

She could hardly remember the last time she had done this but she knew right then and there that this was definitely something she was going to do more of. “Maybe even the princesses…” She mumbled to herself, trying to imagine just how big her belly would become with a fully grown alicorn stuffed inside her swollen womb.

While Chrysalis was lost in her own little world of make believe, Twilight Sparkle was firmly in this one. A pulse had started deep inside her, a deep resounding feeling that shook her to her very core. With each thrum of activity she felt a little peice of her chipped away, replaced by something else, something alien.

It started from her tail, the hair suddenly dissolving in the strange fluid, with a second tail growing quickly to replace it. This tail was not made of hair as the last one was, Twilight wasn't even sure what this new one was made up of, but whatever it was, as fine as silk and twice as smooth. She couldn't tell the color or appearance of her new tail but if she could she would be happy to see that it was the same color as her old one, and just as long with the only change being a few holes and the texture of it being the same as Chrysalis’.

SHe could feel the now familiar sensation of her fur falling away, being replaced by chitin that crawled up her backside and spread further up her body but that wasn't what she was paying attention to. Deep within her the pulse continued to hammer away at her body, her organs shifting, her skeleton rearranging, her nerves twisting and muscles moving. Her insides were alive with movement but stranger still was the sensation of new organs, muscles and structures replacing the old ones.

All that was overshadowed by the sensation that arose from between her back legs. Her cunt was overstimulated due to the gel, and the pleasure that radiated from everywhere but now it was overstimulated to such a degree that Twilight wasn't even sure if she was orgasming or what was happening. Her womb was the centre of this heat, having grown significantly warmer over the course of the last several minutes.

Little did she know that her body was being made ready to produce eggs as well as potentially repeat the same rebirth she was now currently undergoing. The process was long, but thankfully not painful, quite the opposite really as Twilight was entranced by the strange sensations and alien pleasures. It was unlike anything she could even describe, the way her body was being twisted and reformed like a peice of clay was the most orgasmic experience of her life and she could hardly put words to the experience.

A sudden tightness from her back startled her from her reverie and from her chiten clad spine she felt an odd tingle. The odd sensations mixed together, intertwining until suddenly a pair of wings emerged from her back. They felt large, and strange, but some strange alien instinct told her the wings belonged on her, and already she could feel fresh nerves connect the new appendages to her brain.

By now her reproductive system had been altered to that of a changelings, along with most of the rest of her body. She was only faintly aware of the familiar feeling of her forehooves becoming losing their fur and becoming like the rest of her, as her mind was being clouded by a sudden darkness.

It seemed to press in from everywhere, forcing the pony turned changeling to reel in terror.

Chrysalis quickly stepped in, feeling her daughter’s sudden fear. “Shh child, that is just the hive mind rising to meet you. They are numerous but do not be afraid of them, they are just eager to embrace a new sibling and a new princess.” The changeling gently caressed her swollen stomach lovingly, cooing softly to her new daughter. “All changelings need a purpose when they are born and when you get yours you will walk in the light with your new siblings.”

The explanation seemed to ease Twilight’s worries somewhat but as the change creeped up her neck, and spread up her spinal cord and into her brain, the darkness became all consuming. White hot fear replaced the gentle calm, only for it to be blasted away by a spear of light that shot from the deepest depths of the dark.

That spear was purpose, a single resounding sentence thundering into her mind and imprinting itself on the deepest recesses of the former unicorn’s brain. And that purpose was short, sweet and would drive the new changeling’s actions for as long as she lived.

Serve the swarm.

It was strange, nebulous even, and with the unfocused nature of such a purpose Twilight was free to interpret. A small part of the mind that was still Twilight Sparkle did not rebel against such a purpose, but rather adopted it, changed it and with the realization that such a purpose was malleable, made it hers.

She would serve the swarm to the best of her abilities, but she would do so in a way that she and only she, saw fit.

That realization would only bear fruit much much later, for now she was in the throws of the most powerful orgasm of her entire life.

The chitin had spread to the sides of her face and with remarkable speed it leapt across her features, twisting and changing her into a new, more suitable shape. Both sets of eyelids fluttered open suddenly, revealing that her pupils were narrowing and changing, becoming the same slitted draconic eyes of her new mother.

Her jaw hung open as she screamed wordlessly into the gel that surrounded her. The flat teeth of an herbivore slowly lost their definition, becoming the sharp teeth of a predator with twin fangs emerging from her lips. The last few inches of purple flesh were soon consumed by the tide of black, her new mane having finally emerged from her scalp and falling into place. Much like her tail, her mane was now the same color as it used to be only now it was as holy as the rest of her body and had the same silky smoothness as her tail did.

Finally, her horn rippled, a black sheen covering the formerly purple appendage. That same sheen twisted and distended in certain places, lengthening considerably as it changed the former unicorn’s horn into a more changeling like appearance. Within seconds her straight and smooth horn had been replaced by a long, jagged sharp of obsidian that jutted from the changeling princesses’ forehead.

With her changes finally complete, Chrysalis was left breathless. The entire exchange leaving her exhausted physically, mentally and magicly, her stores of love completely used up by the transformation.

Still, it had been worth it.

She now had a powerful and intelligent ally on the inside of the equestrian government, who had knowledge most ponies didn't know existed and at least partial control of the elements of harmony. Victory could not even begin to describe what she accomplished today.

Now there was just the long, arduous process of pushing the no doubt catatonic mare from her body, check on her connection to the hive mind and care for her needs as her mind finished stabilizing to the new changes. Or at least that's what she planned on doing, as Twilight was very much awake, and after only a few mental pokes and prods she forced herself into the hive mind proper, greeting the cacophony of voices with a proud.

Hello!

Chrysalis blinked, shocked by the sheer strength of will behind the mental voice of her new daughter.

Words were dulled in the mindscape, and only the most powerful in the hive, and in magical potential could muster anything more than a whisper. Yet here this new changeling had managed to call out loud enough to be heard over the great chorus.

Already she could hear the excited chatter of a thousand voices all trying to grab the attention of the new royal and rather than be overwhelmed, Twilight seemed… calm?

I’m happy to be a part of you as well but I’m afraid now is not the time for introductions, mother still hasn't given birth to me yet. She said, chuckling at the spike of shame that arose from Chrysalis.

H-hey! The queen yelled, much to the swarm’s amusement.

The chorus of snickering was quickly tuned out, and her and Twilight were isolated in their own small section of the mindscape, wherein Chrysalis fixed her with a mental glare. Well? Why don't you get out, unless you just really enjoy being inside me.

This time it was Twilight’s turn to blush and stammer. R-r-right away mother.

Chrysalis blinked, not convinced the former unicorn even had the energy for such an action after her recent and total transformation.

Only to be surprised yet again when the queen felt the weight within her stir, the changeling royal having somehow managed to twist herself around while still inside Chrysalis’ packed womb. The feeling was strange and pleasurable in equal measures, something that was growing to become a trend for the queen and her newest daughter.

Rather then even weight for the queen’s body to unseal the exit to her womb, Twilight fed her magic directly into the spellwork, making it speed up considerably. Chrysalis’ eyes went wide and only grew wider as she felt the former unicorn’s hooves slip through her now stretched cervix. Her gasp of shock quickly melted into a quiet moan, and the queen fell back to the bed, her eyes threatening to roll back into her skull as she was overcome once more by the pleasure of birth.

Twilight didn't waste any time and quickly pushed her hooves out of her mother's womb and used them to stretch open her cervix, allowing for her long horn to begin to emerge. Chrysalis was left a moaning writhing wreck by the sheer pace the new royal had set and the queen lay sprawled on her bed, her hooves twitching erratically as she came. She was hardly even aware of the end of one orgasm and the beginning of another, the remnants of the spell ensuring she enjoyed every movement that came with her daughter’s birth.

The princess was relentless, her mind no longer consumed by as much pleasure as before, she was able to focus more of her time and energy on finally being free of her mother's womb and back into the world. With a shove both physical and magical she pushed herself with enough force to allow her head to slip past Chrysalis’ cervix.

Her hooves emerged from the queen’s pussy, their shiny black chitin covered in a thin layer of gel that still clung to her body. The pleasure she had felt when first entering Chrysalis had not faded however and had returned with a vengeance. The feeling of her still soft chitin being caressed by her mother's heavenly folds was beyond pleasurable and reached into the realm of heavenly. It was akin to the most intimate of massages, made that much more enjoyable by her sensitive chitin.

As she pulled shoulders free from her mother's cervix she felt it, an orgasm not unlike the many she had experienced when she had first crawled inside Chrysalis’ pussy. This time it was difference, where before her orgasm had a bit of warning, now it seemed to come out of nowhere. All she could do was mutter a few words of shock before she felt the slightly alien feeling of her orgasm arriving.

Chrysalis could feel her daughter’s orgasm coming better than she could, and released the dam she had built up at the same time as Twilight came, joining her in bliss. Mother and daughter both cried out in unmitigated pleasure, as they both orgasmed harder then they thought possible. Both experiencing the strange pleasure of rebirth.

Twilight would have shook her head if she could, instead she merely shrugged, feeling the orgasm going as quickly as it came. With her mind no longer clouded with as much pleasure, she was able to resume her short journey and begin to free herself from her new mothers cloying depths.

She gripped the edge of the bed in her slimy hooves and pulled with all of her might, dragging her hips and hind legs through her mother's cervix and her head out into the world once more. With a strangled gasp, the changeling breathed in her first real lungful of air reveling in the feeling of her lungs no longer being filled with liquid.

Chrysalis looked on with mixed feelings as her newest daughter took her first breath. She should be feeling nothing but pride, nothing but accomplishment but there was a small lingering bit of sadness she felt at the sight. It had been less than an hour, but Chrysalis had grown used to the feeling of having her womb so completely and utterly full and a part of her wanted nothing more then to shove her new daughter back inside her.

She stowed that feeling quickly, forcing a smile on her face as she watched Twilight begin to extract herself fully from Chrysalis’ engorged nether lips. It was pleasurable, intensely so, but Chrysalis ignored that, focusing on analyzing her daughter and hoping there was no complications.

When scans both magical, physical and emotional brought up no abnormalities, Twilight had already pulled all but the tips of her back hooves from Chrysalis’ clinging depths.

The changeling stumbled out onto the bed, covered from horn to hoof in a thin layer of slime. Twilight lifted a now holey hoof and gave it a shake only to find that such an act did little to remove the slime. With an exasperated sigh she lit her horn and after only a few seconds to alter her spellwork to fit her new magic, cast a quick cleansing spell.

If there were any doubt in the queen’s mind that Twilight had been the correct choice, it would have been washed away in that moment. Adapting to even a slight change to one’s magic took hours of study and testing and yet here her daughter had done so in mere moment’s and she had become an entirely new species no less.

Chrysalis shook her head, a wry smile spreading across her face as she watched Twilight clean herself.

The former pony stretched her new gossamer wings, flapping them haphazardly as she stretched the new appendages. Twilight looked back, extending a thin wing and examining it with a critical eye. “Well that's new.” She remarked dryly.

Chrysalis chuckled. “That's not all that's new, I think your horn is a bit longer and most importantly.” The queen licked her lips and gave her daughter a smoldering gaze. “You are even more beautiful than ever.”

Twilight rolled her eyes, trying to ignore the feeling of shame burning upon her cheeks. “Whatever, mom.”

“Typical child.”

Twilight grinned and looked down at her mother. “What now my queen?”

“Now you come here and cuddle with your mother.” The queen commanded, patting the bed next to her.

“B-but I thought you said-”

“I said forty eight hours didn't I?” Twilight nodded. “Plenty of time, now come to mommy.”

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Dates and Doubts

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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