Guarding Equestria

by Damaged

Rating: mature
Tags: My Little Pony: Friendship is Magic, Fetish, Romance, Changelings, Sex, Royal Guard
Length: 16156

Standing Proud is a competent member of the Canterlot Royal Guard. Since the invasion by the changelings and Discord's incursion, everything has been on tighter guard. His life is about to change forever.

Standing Proud is a competent member of the Canterlot Royal Guard. Since the invasion by the changelings and Discord's incursion, everything has been on tighter guard. His duty is to cover the daytime shift guarding the South Canterlot Royal Library—little more than a book storage house, but it's become the target of a very canny changeling. His life is about to change forever.

A TF (transformation) themed story with a little mind-control fetish and a touch of body horror thrown in for good measure.

See This Blog for licensing.

Published 2019-07-26 23:00:01 UTC
Last updated 2019-07-26 23:00:01 UTC

*chirp*

*chirp*

[[ Standing Proud ]]

Standing Proud was not just what I did, it was my name. Heavy armor sat comfortably on my back, and in my magic one of the mighty spears of the Royal Canterlot Guard was held. Famed for their ability to pierce even the heaviest armor or shoot bolts at a distance, the weapon was part of my reason for being.

My current duty wasn't to guard the royal throne room, though I'd have been just as diligent there, my ward was knowledge, and I was perfectly fine with that. Tomes of knowledge lay behind me, vast and expansive, and it was my job to ensure nopony—nocreature—got past to read them without the appropriate pass.

Of course, I couldn't stand here at attention all day every day, and as I watched my replacement march up, my excitement built. I had a another date tonight! Slow down, Standing, you have to finish your duty first, then you can lose yourself in remembering Starling Breeze.

"Changing guard!" the duty sergeant called.

"Sir!" I stepped to the side, as I had done for years, and let the other pony take up position where I'd stood.

"Sir! Private Sure Heart on duty!" my replacement said in a deep voice.

The sergeant looked at me and broke a smile. "Private Standing Proud, you are now off duty."

Eight hours of watch should have left me feeling drained and ready to collapse onto a bed somewhere after a quick shower, but knowing that I had a date in an hour only filled me with pep, and I trotted away from the library with the sergeant at my side. "Sir, permission to head directly home?"

"Granted, and I hope you have a great time, Standing."

"Thanks, sarge." I turned at right angles and took one of the side streets from the ring-road we'd been walking along. Practically prancing, I made the short trot to my home in short order. Removing my armor with practiced efficiency, I stowed it and my spear and jumped under the hot rain of my shower.

Gray fur and white-blue mane and tail (both cropped short) were soaked through before I scrubbed myself of the day's sweat. Soon enough I was pristine and dry, and ready to meet Starling.

Soon enough I was at the restaurant and nervous. Starling hadn't shown up yet, and the waiter was looking at me with more and more apologetic glances. I was on my third glass of water when the pink mare of my dreams stepped into the restaurant. My heart skipped a beat as I watched her look around. I waved a hoof to her, and Starling ruffled her wings in excitement and walked over with a big smile on her face.

"Sorry I'm late," she said as she brushed some of her soft blue mane to the side, "Things got super busy at work." She leaned down and offered me her cheek.

As if I could be upset with her?

I kissed her cheek, then swapped sides and kissed the other when she offered it. "It's okay, but I think the waiter was just about to invite me on a date because she felt sad for me."

Starling giggled at my joke and sat down across from me. "How was work?"

"Same old same old. The library doesn't have many escapees, and I'm only really there to keep visitors to the city from stumbling in—and to wave to Princess Twilight when she's in the city." I tried to turn my attention away from Starling Breeze to call a waiter, but her eyes were so entrancing that I felt lost in them.

Green and swirling, my mind seemed to twirl around in a spiral that matched—I shook my head and spooned some more of the delicious dessert to my mouth. After finishing my bowl, I let out a happy sigh.

"What's wrong?" Starling asked.

"Just feeling a little tired after a long day." I couldn't hold back a yawn. Every limb felt like a lead weight.

She looked perplexed for a moment, then a big smile spread over her lips. The expression looked more than just friendly or concerned—I liked that. "Sounds like somepony needs a massage. Why don't I come and give you one so you can relax?"

I liked the idea of a massage even better, particularly the way Starling described it. I nodded. "I'd love that."

"Of course you do. Let's get my big, hunky stallion home so we can get more cozy and you can relax." Starling stood up, and the last word she spoke practically dragged me to my hooves—I would follow her anywhere.

The first moment I'd seen Starling, I'd fallen for her. I'd been coming off duty one early morning (I'd been on night shift at the time), and she'd wandered up to me while I was walking home. I hadn't noticed her at first, but when our eyes connected something jumped between us—something magical.

"Mmmm sounds good," I said and got up. There were few enough benefits to being a Royal Canterlot Guard, but one of them was that food and lodgings were free no matter where they were. I could dine each night in the fanciest restaurants in town, and Princess Celestia would pay for it without blinking. I didn't, but it was a great perk. Starling's meal, however, was not covered by that. I counted out the bits needed to cover her, showed the waiter my badge of office, and we left together.

"The night's wonderful, don't you think?" Starling asked as we walked together.

Every eight paces our gaits would align to bring her hip against mine. It was the slightest of touches, but it made my head swim. I nodded to her words, but felt compelled to answer. "It's perfect, but not as perfect as what you have planned."

Starling jerked a little at the words and turned her head to look at me with her wonderful, green eyes. "You have it bad, Standing Proud, you know that?"

"Wouldn't have it any other way, Starling Breeze." I kissed her on the nose before she could pull away and kept walking.

She'd paused for a moment, and when Starling trotted to catch up with me, she had a big grin on her snout. "You're quite the catch."

"I was thinking the same thing," I said as we reached my apartment.

Letting us in, I barely had the door closed and locked before I felt the fatigue of the day start to catch up with me. The idea of a relaxing massage was the only thing I could think about apart from Starling.

"Where would you like your massage?" Starling's words were enough to make me sigh in bliss. I didn't answer, but she somehow knew to herd me to my single bedroom. When we were inside, a flash of green fire heralded a more intense mental weight that pushed all the worry and stress from me.

[[ Iridescence ]]

He was such a pushover. My magic sang through me and into Standing, sinking past his eyes and deep into his mind. "Standing Proud?" I asked.

"Yes…?" His voice was distracted and breathy, as if he could barely get the words out. Perfect.

"When are you on duty tomorrow?" The big guy was so easy to manipulate, but so full of love, that I couldn't help but feel affection for him. Few were ponies quite as open and trusting, yet still able to throw their heart into something as fully as he. My job wasn't usually this easy.

"From ten in the morning until six in the evening. Are you going to massage me now?" Desire and love, as well as a slight whimper—worry that he wasn't going to get what he was promised—permeated his words. If I could have eaten raw language I could have feasted off just that.

"Of course. I keep my promises." That was important in not just his eyes, but my own. I was an ethical bug, and despite my talents, I liked ponies. "Lay down on your belly."

He was a truly beautiful stallion. Every muscle was trained and toned to perfection. He moved at my command to lay on the bed, and started squirming when I didn't approach him right away—I was a little distracted by his butt.

"You know what I am, don't you?" I climbed onto the bed as well and stepped gingerly up to stand on his back. Wiggling my hooves a little, I felt muscles under them that were too tense by far for such a pretty stallion.

"You're a changeling." Standing Proud's voice came from a million miles away. He was stretched out fully under me, and every muscle my hooves found and worked on made him melt further.

"You don't have a problem with that, do you, Standing? You want to relax." I spoke the key-word sparingly, not wanting to melt his mind too much with my implanted commands. All I got back from him was a groan of bliss.

A betraying thought tickled at the edge of my mind. I looked down at the stallion who'd become putty to me, and who would soon be giving up his post so that I could complete my mission, and felt a pang of both sympathy and desire. "Would you like more?"

"Yes."

I'm a selfish changeling—all infiltrators are. We dig ourselves into pony society like ticks and feed at their love and betray their faith in each other. I slowly stepped off Standing's back with one hoof after another, then I lay down atop him. "Relax for me, my morsel, and I'll give you more."

It was an old ritual, one that held roots in how our race was first created, but I sank down on his back and let myself sink a little into him. An intense green glow pulsed in the room as I fed his own love back to him, and a little of my chitin transferred to Standing Proud's back.

Only queens could practice this art regularly, and only when they'd feasted well, but I was such a fat and happy little changeling that I could manage to cover one stallion. "Rest well, relax and be calm."

He did so, he couldn't do anything else. I nuzzled into his mane and inhaled the scent of maleness from him. What I'd added to Standing wouldn't persist without work on both our parts. He needed to accept my gift willingly for it to complete, which meant persuasion on a scale I hadn't been planning for.

[[ Standing Proud ]]

As with all days, I woke with the sun. But rather than the bright gift of Princess Celestia's morning glaring in through the window, I realized the curtains were all drawn. Then I realized I wasn't alone in my bed. Pressed against my belly, her snout in the little crease where my jaw met my neck, was Starling Breeze.

I didn't dare move for fear of waking her. She breathed slowly, her body feeling far too warm pressed against me. The previous night was somewhat of a blur, but I remembered the feel of Starling's hooves pressing into my sore and tired muscles. A little movement from her prompted me to tilt my head down and kiss the bridge of her nose.

Starling's eyes opened and she let out a happy sigh. "Good morning. How do you feel?"

I took her words in and examined them. After another kiss to her nose, all I could find within me to say was, "Relaxed. What about you?"

"You're relaxed?"

The word filled my head with cotton wool and made me smile. I tried to come up with a response, but nothing came to mind. Staring into Starling's eyes, I waited for her to say something more.

"You're a good stallion, Standing Proud. Too good a stallion. Would you like to show me how good you are?" Her words were confusing only in that they were a question. I nodded without thinking because it was such a good idea. "Then come up here."

The world around me might be swimming and unimportant, but Starling was in perfect focus. She pulled herself higher in the bed and propped her back on the headboard. Sitting above me, she lifted and spread her back legs to show me her slit and little udder.

I didn't need her to invite me, she'd already made it abundantly clear what she wanted, so I crawled forward and pressed my snout to her. The scent of her rear lips was intoxicating, more so than her eyes were, and I pressed my tongue forward without hesitation.

"You love me, don't you?"

Nodding was out of the question, as was trying to tell her with words, so instead I pressed on and began stroking her inner walls with each lap of my tongue. Actions speak louder than words.

Starling moaned and cried out again and again. I didn't care for anything in that moment so much as hearing her sing her joy. It was so easy to just give myself to my task that I forgot completely about my duty for the day—I was lucky Starling didn't.

"Standing! St-Stop, you need to stop so you can—Ah! You need to get ready for—Relax." Until her last word I didn't care about stopping, but suddenly everything ceased and my mind calmed to a crawl. A hoof reached down and stroked my head. "You're a good stallion, Standing Proud, but I can't keep you forever."

I whined and tilted my head upward to look Starling in her eyes. I was about to tell her I didn't care when there was a green flare of light.

[[ Iridescence ]]

"Wake up."

Standing yawned and stretched, squirmed and looked down at me. It was wrong how devoted he looked. I was just meant to break into the library, not seduce one of their guards into becoming a changeling.

Nuzzling his cheek, I kissed him on the lips without reservation. "You have to get up, sleepy-head. You have work in an hour." So good of him to give me his schedule in advance. It would have ruined everything if it wasn't just another day at work for Standing Proud. "Shower, unless you want them to smell me on you all day."

"I'd be okay with that." Standing kissed me back and climbed from the bed. "Whatever you did with that massage was magical. I've never felt so relaxed!"

There was no sign of the chitin on his back because it had sunk into his body. Spreading, it would begin to show soon. "Oh, we did several things that I'm sure contributed. But you helped me calm down too, after we got very excited."

The look Standing Proud shot me, as he was walking to his bathroom, almost made me call him back to bed. It would be so easy to break him as mine, to wrap him around my hoof and make him nothing but a pleasure-puppet, but that wasn't how we worked.

"Do you want to do something tonight, after work?" he asked as he walked into the bathroom.

"What were you thinking?" I slipped off the bed and checked my disguise in the mirror. Fluffy wings and a mane that constantly wanted to flick before my eyes made me look vulnerable. It's why a big guardpony had sought to protect me.

Muffled by the sound of running water, I heard him call, "Dinner. Maybe something more?"

By then I'd have everything I wanted—according to my mission. He'd have given me access to the library and I'd have the copy of a special tome for my queen. All thoughts of Her hurt now, so I shifted my focus to Standing. "Maybe we could eat in?"

I heard a cough from the bathroom that made me smile. "Eating in sounds good!" Standing Proud's voice was rushed, like he wanted to get the words out quick in case he messed them up. "I'll be off at six, so if you buy what you'd like to eat, I'll cook it for you."

I knew what I wanted to eat. "Sounds delicious." Stretching, I waited for Standing Proud to turn off the shower and return to find me arched and flagging my tail in his direction completely by "chance". I looked back at him and smiled. "See something you like?"

He knew it was a show, nopony was stupid, and a stallion of his smarts definitely wasn't no matter how much I loaded his head with control triggers. Free will. I grunted and relaxed my body, leaned back, and slowly waved my tail back to hide my vulva and anus.

"You bet I do." He walked past me and kissed my cheek. "But I have to go."

"Of course you do. Maybe I'll swing past and wave." I'd do more than swing past and I'd definitely do more than wave. Changeling instincts were strong, and the urge to devour his love was great, but I resisted. Even with the act I'd performed last night, I still was far from starving.

I had the Royal Guard at the door in the frog of my hoof—this was so easy. Walking up, I'd just have to ask Standing Proud to relax and he would, and I could go inside, get the book, and complete my mission.

So why didn't I do it?

I put one pink hoof before the other and walked over to where Standing Proud… stood proud. "Hello there, handsome."

"Ma'am! I must advise you that I am on duty and cannot bend to the wiles of my heart or your voice," he said with a half smile on his lips.

"It's okay, Royal Guardspony, you can relax." The effect was quick and effective. The mental trigger—the first I'd implanted in Standing—took effect and his eyes drooped a little. "I'm just going inside to make sure nopony's in there who shouldn't be. I'll be back in a moment."

"Y-Y-Yes…" He couldn't get any further.

Entering the great library, I walked quickly to the section I needed. The tome was large and dusty, but using my wings I lifted it down from the shelf and opened the magic bag I'd brought with me to carry the book out—and I stopped.

Princess Celestia's Guide to Monsters sat in my grip and should have been in the bag by now. Why was I lifting it back up and sliding it back on the shelf? With a sigh I closed the bag and slipped it back into my voluminous mane. What was wrong with me? This was my mission.

Walking to the entrance, I slipped past Standing (who looked a little stunned still) and walked back out into the city.

[[ Standing Proud ]]

After an oddly relaxing day, I came off duty full of energy and ready to track down my beau. Home was my first place to check, and when I got there I froze. "Starling?"

She was huddled on my front doorstep with her wings around her and shaking. With no sign that she even heard my voice, I rushed over and brushed her mane back from her eyes. "Starling?" Tears streaked the fur around Starling's muzzle. I picked her up and hugged her to me. "Tell me what's wrong? Did somepony do someth—"

"No." Her voice cracked a little.

I carried her inside and set her on my couch. Planting my rump on the floor in front of where she lay, I spoke just two words, "Tell me."

"I've messed up so much, Standing. I messed up my life, my job, and yours too. I couldn't have messed any of it up more than yours." She shook now, trembling, and for the first time in my life I wished I had wings to hug somepony with.

"I'll get something for you to eat, I—" I froze. Green flames erupted around Starling Breeze, consumed her pony shape and left darkness and fangs in its wake. Big blue eyes gazed up at me. "Well…"

"Report me!"

"No."

"Why not?! Report me you stup—Just report me."

"Not until you tell me your story." I was wrapped in my armor and safe from most forms of magical enchantment—especially changeling. "I won't report you unless you tell me what you're doing."

The chirping, nervous giggle that Starling made didn't surprise me—I'd heard changelings speak before. "You want to know what I'm doing? I'm here to steal a book. You're my mark to get me by the entrance to the library. I've filled your head with mind-control and can activate it with a word. Your armor won't stop it because the magic's already in you."

Her words sharpened a lot of things in my head. The previous night, the morning, my time spent worshiping her vulv—I yanked my thoughts to today. She'd told me to relax (the word made it a little harder to remember, but not impossible), and walked past me while I hadn't been able to think. "You have the book?"

"No!"

"Why not?" Something itched at my memory. The time I'd spent in trance was hard to recall, but a brief flash of pink and blue danced in my head—she'd escaped.

"Because I'm an idiot! I had it in my grip and had my bag open and—and…" All the energy seemed to go out of her. She slumped to her belly and let out the most piteous chirping sound I'd ever heard (well, it was the most piteous anything sound I'd ever heard too).

"I don't think you're an idiot. Why'd you leave the book?"

She lifted her head and glared into me with those expansive, beautiful eyes. "Because they'd know I got past you, they'd find out what I did to you, and your career would be tarnished. You'd be the laughing stock for how I used you."

She used me. That hurt. How much of our time together had been her magic and how much my heart? I held her gaze and smiled for a moment. "You care about me?" It was a little thing, a tiny thing, but my brain could piece it together.

"And it's worse now. I'll have to—"

"You care more about me now?"

"Yes!" Both her forehooves—full of holes—jumped up to cover her snout.

"What did you put in my head? Tell me all of it." I climbed up on the couch and put a foreleg around her—a big, clanking foreleg.

"There's triggers to make you go catatonic, and one to make you forget, and a third will make you fall asleep." It was odd to feel her cozy against me—she was far hotter than a pony normally was. "I could disable you and make you forget all of this. I should do that…"

"Don't. Not yet."

Her head shot up and gazed at me. "What?! I did more than that!"

"More mind stuff?" I asked.

"N-No. Worse. I might have shared myself with you." By the way she seemed to shrink in on herself, I figured it was something more than just oral sex. "You, you have a changeling infection."

Okay, she'd found something to worry me. "What's that do?"

"You will grow more and more like a changeling. Wings, chitin, horn, fangs—All of it. There will be a moment when it's almost complete, and it will feel so right, but you can undo it. Report me. I don't care anymore. Nothing's worth hurting—"

My lips pressed to her cheek in the customary greeting we'd been using. I couldn't believe I was doing it, but I hadn't become a Royal Guard because I didn't feel predisposed to protecting ponies. "So it can be undone? How?"

"You just have to want it. You need to want to be a pony again." She seemed to become more alive, and it didn't take a genius-level intellect to realize she was drinking up what I was putting out. I must have been feeding her for weeks, well, now she needed a good drink.

Hugging her a little tighter, I chuckled and kissed her snout again. "You were hungry."

"Doing that to—Starting the transformation takes a lot out of a bug." She seemed to press her body closer than ever. "Why do you still love me?"

"Nopony has ever gone this far just to keep me from being upset before. That, and maybe I enjoy being able to relax?" It was crazy. Her mind-whammy was a mind-whammy, but it felt nice. "Do you mind if I take this armor off so we can continue?"

"You're crazy! After everything I've told you, you're going to—"

I pressed my hoof gently to her mouth. "Shh." Using my magic to unfasten my armor (only the wearer could remove enchanted Royal Guard armor), I hefted the plate free and set it on the ponequin in the corner of the room that was reserved for it. I used my magic to fetch my spear from the doorway and carry it to rest beside the armor. "There. Now we can talk."

Turning, I saw a changeling charging toward me. Combat reflexes weren't even fast enough to respond to Starling before she had her forelegs around my neck and was hugging me tightly. She felt so small and light. I hooked a foreleg around her and lifted, carried her into my bedroom and set her down on the bed. "From what I gather, you could stop me doing whatever I want with just a word?"

"Without your armor on, I could do anything to you." She looked along my body and I could almost hear her mind processing the view.

I took pride in myself, and turned to do a little pose. "Well, do whatever you want."

"You're a big idiot, you know that Standing Proud?" She rocked to the side and onto her hooves. "I could disable you and completely destroy your mind, then leave before anypony noticed."

"Instead, you're looking at my barrel like you want it on your back." I watched her blush—I watched a changeling blush. Damn she was cute. "You want to know a little secret?"

"What?" She sounded like she quite enjoyed knowing secrets.

"I'd like to see my barrel on your back, too, but I like letting you have the reins." I nuzzled her snout, kissed her and ran my lip down one of her fangs. "So tell me what you want me to do—like you did this morning."

"You remember that?!" At my nod, she just shook her head. "It, uh, I never thought—You really liked that?"

"I remember one of the words." I walked around until I was standing directly in front of her. "I know all you need to do is say relax, and I'll be yours."

She was blushing full-time now. Her look of surprise was unbelievably cute, but all I wanted her to say was—

"Relax, Standing Proud. All you have to do is relax and let me have control."

Each time she spoke the word felt like a hammer blow on my mind. I shuddered at the sensation of losing myself immediately to her. I stood—passively—and waited for her to tell me more.

"My name isn't Starling Breeze, it's Iridescence. You're a little smelly, go and shower, dry off, and return to me hard and ready." Iridescence's voice was irresistible.

The tiniest sigh escaped my lips before I found myself in the shower, washing—scrubbing for her—and soon I was dried off. Her last order wasn't needed, I was already hard for her as I walked back into ~~my~~ her bedroom.

"Relax, my little colt, and come over here. You pleasured me as a mare, now I want you to learn how to make a bug chirp." She was on her back again, back propped against the bedhead, but unlike this morning, now she was a changeling.

I walked over and climbed up on the bed. Inching forward, I looked at her sex and felt desire crowd out every other thought.

"Wait."

I waited.

"Lay on your side, make sure I can see your shaft while you work, and don't you dare go soft. Even if you have to rub yourself, you'll do it for me." Vibrant green magic pressed at her thick lips and parted them. I stared at her with more than enough desire to keep me from flagging.

Prostrating myself, I crawled along her bed until I was barely a hoofwidth away. Inhaling, I noticed a more potent scent than any mare I'd ever been with. I took a long, deep breath and held it. Slowly exhaling, I closed my eyes and pressed my lips to her body and kissed her.

Her hoof reached down to my head and she threaded my horn through one of the holes in her limb. Twisting her leg just a little, she effectively locked her leg to my head. "Feed me."

I loved her so much. She was the only mare who had ever fed this side of me—that had given me what I'd secretly always ached for—and I pressed my snout just inside her and so I could lick deep. Her taste, too, was vastly different to a pony. If I had to liken her to anything it was a mushroom in butter. She tasted rich and her fluids were a little thicker than what I'd had before—she was perfect.

While one of her legs held my head in place, her other one stroked my ear, rubbed it like you would with a puppy. I squirmed, my hard shaft rubbing against the bed and likely making a mess, but all I cared about was her pleasure. It was everything to me, and I hoped it was everything to her.

[[ Iridescence ]]

I couldn't believe what he'd done. I looked down at the stallion doing a very good job of pushing me toward climax, and smiled. Changeling smiles were often considered a horrible thing for ponies to see—it normally meant something very bad—but no sight had ever filled me with as much happiness as seeing him with his chin pressed onto my tailfin as he ate me like another bug would.

Well, I was lying to myself. He lacked the tongue to truly delve into me, but knowing he'd submitted to this and that he was rock hard not from any attention but just from knowing I was in control, sent sparks of excitement through me. Another bug might have pushed, implanted more magic inside him, but this was enough.

When he pushed me a little far too quickly, I used my firm grip on his horn to pull his head back. "Slow down, colt." The sinew within my leg gripped a little tighter and I squeezed his horn within my hole. He'd backed off (it wasn't like I'd given him a choice), and was more sedately lapping at my outer lips.

I used him to keep myself edging slowly upward. My grip tightened around his horn until he couldn't move his head without my allowing it. Power. Control. Love. Throwing all my hesitation to the wind, I pulled his face toward me and let him do as he wished.

The feel of his tongue—so much thicker than another bug's—shoving into me made me chirp and stridulated my wings furiously as my pleasure peaked in a rush of excitement. I clenched my eyes, but he kept licking and lapping at me so much that I couldn't come down from the high of climax. His tongue became my world and our roles were completely reversed. Standing Proud played my body like an instrument using just his tongue.

[[ Standing Proud ]]

She didn't sing like she did as a pony, but I felt her body tighten around my tongue, and the hole of her leg strain against my horn as she trembled and sang. Each chirping sound, each noise her wings made, urged me on. I wanted her to feel a measure of the joy her control of me provided.

I'm not sure how long we held each other, or how many more orgasms I licked her through, but I remember feeling more relaxed than I had in my life as she cozied up against me at last.

"You must report me now."

I couldn't believe she was still singing that song. What happened to my adorable cricket-queen of the previous night? "I'm not going to report you." I curled one foreleg behind her back and snuggled her tighter against me. She was hot like a furnace, and better than any blanket I'd ever owned.

"Of course you will. If you don't, they'll see the changes and drag us both in."

"Changes?" Right. Changes. She'd explained briefly about what she'd done, but in Celestia's light I wanted more information. "What will happen?"

"I don't know. It's only rumors and warnings to little nymphs, but the process takes a week, and by the final stages you will be completely a changeling when the final trigger will spring. In that moment, if you want it, you'll be a changeling." Iridescence pulled her head away from my chest and nuzzled at my jawline. "So you must turn me in and I'll explain everything. I'll tell them I attacked you, used you, and I'll tell them all this too so that when you change, they'll know to wait for you to turn back."

Huffing out a breath, I tilted my head so I could nuzzle her cheek. "I'll go to work and think about it."

"You can't. Don't you feel that?" Her hooves touched somewhere on my back, and I trembled. The spot was super sensitive. "You're growing wings, and chitin. It starts where I touched."

"My back?" I used a hoof to tilt her chin up so I could kiss her nose. "The part of me that's hidden under my armor? I think a day to clear my head and not have a little changeling queen mushing up my thoughts will do me good."

"I—" Iridescence's mouth worked silently for a moment. "I'm not a queen! Don't call me that!"

"You're my queen." I kissed her on the nose again. "That's good enough for me."

She shoved a hoof in my barrel and pushed, but due to the size difference all she managed was to push herself along the bed and off the side. "Ugh!" Jumping to her hooves and trying to ignore my giggling, Iridescence (I liked her name better now I knew the real one) tried to stomp out of the bedroom, but all that did was gave me a swaying view that made me hard as a rock again.

A shower was in order. I got up and walked into the bathroom, glanced in the mirror, and squealed like a filly. My snout was glowing green and looked like I'd—Okay, it looked like I'd gone down on a changeling for half the night. "Why's my snout glowing?"

"It'll wash off!"

I used some magic to test her reply, and sure enough it scrubbed out of my fur easily enough. Iridescence. Her name made more sense now. A shower and a trim of the fur around my face later, along with a good drying off, and I was ready for breakfast. I walked out of the shower to find Iridescence serving a plate of toast. "You're making my decision much easier, you know."

As I sat down, she glared at me from the other side of the table. "This isn't even about me. You need to be—"

Glancing up at the clock, I gulped down the piece of toast I was nursing. "I need to be at work in half an hour. We slept in."

"You slept in. I watched you—" Iridescence chirped and covered her snout with a hoof. Her blush was back. "I didn't want to wake you up early."

"You look hungry, you can feed off me if you want." I started munching the second piece of toast, the jelly on it sweet and delicious. The slightest tension built between my ears, and I felt something drawn from me. I looked at Iridescence, and saw her staring at me in surprise. "Keep going."

"You can feel it!"

"Yeah. I can also feel how much I have. Drop. In. The. Ocean." I doubled down, focusing on how good she'd made me feel the previous night. The sensation of her feeding snapped off like a tap. "All done so quick?" Her blush told me all I needed to know. "How often do changelings need to—well—feed?"

"Too often. The pony only feels us if—" Iridescence paused, looking like she was weighing up telling me. "The pony only feels it if they truly love the changeling. It's a curse. It's meant to discourage ponies and changelings from—"

"It's not that bad. It tingles a little, but I bet it would be better if you commanded me to feed you." I raised one eyebrow as I shoved the last of the toast in my mouth. It was perfect—I got her to blush again.

Iridescence walked around behind me. When I started to turn my head, she leaned down to my ear, "Look forward!" The firm command sent a shiver up my spine. I didn't need a head full of mind control for this mare to drive me wild. Her hoof touched me just below my withers and ran down my spine. Things felt strange when she met my shoulders, and more so the lower she got. "Your shell is growing. The essence I fed you has taken root."

"Essence?" My voice was soft, as if I didn't dare speak loudly in her presence. How she'd cowed me so quickly and effortlessly wasn't hard to work out—I wanted it.

"I fed from you before, but softer. You didn't feel it because I'm that good when I care to be." Her snout brushed at one of my ears. "I don't need to be careful around you, do I?" The voice she used was so low and full of heat, and her breath so warm, that I was already growing hard just at hearing her.

"N-No."

I shuddered to full arousal when her tongue ran up my ear. "The poison of your own tainted essence fuels this change. It will overtake every part of you until only your pony mind remains." Iridescence cleared her throat with a chirp. "That's when it will be over. You can go back to being a pony and I'll leave."

I turned around, unwilling to let her keep talking as if she wouldn't be part of my life. "Why don't you stay? You said you can feed on me, I don't mind."

"Today your shell will grow. Tomorrow your horn and head will change. You need to arrange for the day off tomorrow. Once your horn changes, so too will your magic." Iridescence looked down at me with her big blue eyes, and I reached out and pulled her against me. "You're a silly pony."

I just held her tight as she buzzed her wings and chirped softly. At last, however, I had to get ready for work. Pulling back from her, I tried to put on my bravest face and began fitting my enchanted armor. Piece by piece was strapped on, and finally I pulled the helmet down over my head. "I'll see you tonight."

"Report me, Standing Proud. Report me and tell them what I've done. I'll be okay."

Ignoring her, I walked out and attended to my duty.

All day I felt more and more itchy, but my training was so effective at keeping me at my post that I didn't waver for a moment. The sun rolled across the sky, and though my thoughts wandered, my eyes stayed sharp and focused.

When I was finally relieved, I begged my sergeant for a day or two off. He gave it without a hint that it would be a problem. The Guard watched out for each other.

Walking home, my back itched abominably from shoulders to dock. I knocked at my front door before opening it and entering my apartment. "Iridescence? Are you there?" The house was silent and empty.

She'd left. Well that solves that. "I'll start looking for her tomorrow. She can't have gotten far. Somepony will know where the changelings are, and I'll—"

"You idiot." I hadn't noticed there was an extra chair at the table. It had looked so perfect that when it burned away and revealed Iridescence, I actually gasped. "You're supposed to be happy I'd left and report what happened. Really, everything would be okay after that."

"But then I wouldn't have you to snuggle." I kissed her cheek and earned yet another blush. She looked good when she blushed. "Should this itch so much?"

"Take your armor off." Iridescence's firm tone was back.

A shiver ran down my spine to hear it, and I was already using my magic to unbuckle myself. Her commands weren't magic, they were just words. When I lifted my armor free, the itching got a hundred times worse.

"Look forward and do not turn around."

I was able to relax for nearly two full seconds when her hoof met my shoulders. The itching focused to a point and I whimpered until she dragged her leg down my back. The most intense relief rushed through me, borne at the tender touch of her hooves. "What are you doing? It feels wonderful."

[[ Iridescence ]]

This couldn't be how it went. I knew the old stories about ponies turned into changelings, but the mass of goopy flesh I scraped off Standing Proud's back even freaked me out. I didn't dare speak, not even chirp, for fear he'd hear the worry in my voice.

Starting again, a little further to the side, I brought my hoof down his back and sloughed away his fur and skin to reveal a shiny black carapace below. When my third revealed his wing, I couldn't help but buzz my wings in excitement.

"Please tell me."

I was steady enough by the fourth stroke that my voice wouldn't waver. "I'm revealing your carapace. Your wings are pretty." When he started to turn, the voice came back. It was the thing that made me want to control him, to own him. "Look forward! You can see when I'm done!"

The voice always made him do what I wanted. The first time I'd used it I'd felt a little scared and a little worried it had power behind it, but seeing it work while he had his armor on reassured me there. "You like doing what I tell you, don't you?" I ran a hoof down the other side of his back and scooped away more goop, revealing another wing.

"Yes."

"Would you like me to use some magic to help this along?" Another motion of my hoof and his back was now black and shiny with bands of shell around his belly.

"Yes please."

"Then relax," I said.

Standing Proud no longer lived up to his namesake. With the command word spoken, his will gave way and his mind cleared. I could have told him to stay calm and his mind would have relaxed and lost hours of time, but I knew how much he enjoyed his helplessness at my hooves. What surprised me was how much I enjoyed it, knowing that he wanted it.

Using my hooves I continued to remove the goopy mess his old skin and fur had become until I revealed his back and most of his sides to now be chitinous. Even once I thought I was done, I ran my hoof along the line where his flesh still covered the black chitin and I got a little more goopy flesh off him.

He was a mess, and his ability to function mentally was still being suppressed by my mind control. "Come. It's time you had a shower." He followed me without question, without thought, and without hesitation. This wasn't the first time I'd led a catatonic pony around, so why did it mean so much to me that he had asked for this?

He was docile and compliant, and I soon had him in a warm shower to wash off any remaining goop in his fur. Running my hoof over the point where flesh gave way to hard exoskeleton. "You're going to be a big changeling, before you become a pony again. Natural born changelings are smaller, like me."

I knew he'd be having trouble focusing, so tried to use short words. Even with my allowances I wasn't sure how much information he could take in like this—it had never been high on my priority list to check the pony still remembered me stealing things.

Washing the rest of him was a minor chore. I disdained using my horn for my hooves instead, and scrubbed, washed, and rinsed Standing off until what was left of his fur gleamed, and his shell was bright and glossy.

Then I had to clean myself off too. Cleaning somepony tends to leave a bug in a sorry state, though the hard scrubbing brush in his shower was up to the task of working on chitin. When we were both clean and dried, I guided Standing to the bedroom.

It wasn't until we both reached his bed that I noticed Standing thump his hoof into the edge of it, then curse. I was so shocked for a moment I didn't accuse him at first, but finally I had to. "You're faking!"

"Yes and no. Your command wore off while you were drying me, but I was enjoying it too much to say anything. How much of my flesh is going to fall off?"

"You saw that?" I climbed up on the bed and started getting comfortable.

"Yeah. Mirror in the bathroom. It was kinda freaky." Standing Proud shook his head and loosened his stance. He walked up onto the bed and crawled toward me. When I propped my back against the bedhead, Standing gasped. "What—?"

I looked down at myself. The last time—times—I'd had him service me, I'd kept my body purely female. It said a lot for how I felt about him that I'd relaxed so far to become my normal self. "Hold on, I'll fix that."

"Wait." Standing looked like he was arguing with himself and losing. "Explain to me what's going on. I thought you were a mare?"

"Changelings, Standing, are hermaphrodites unless they use their magic to change that. I forgot to—"

"So this is you?"

It was a sign that I'd been a pony too much when I thought about biting my lip. When a changeling bites their lip, they leave holes. "Yes. If it's a problem, I can—"

Standing Proud utterly surprised me when he crawled forward and pressed his snout to my perineum. He held still for a few moments with his chin just resting between my balls and my slit. "Command me, but not the mind control ones. I want to serve you."

"You're mine."

He shivered at the words and I watched Standing's eyes close with a fluttering that was positively adorable.

"I control you. I dominate your every thought. I need satisfaction." With a pony loaded up on mind control, I had to be careful I wasn't using a trigger word by mistake. At least with this pony I did. "Lick me."

[[ Standing Proud ]]

Nothing but lust clouded my mind. I inched forward further and licked along her—along her balls. I'd never been with another stallion and I wasn't gay, but at Iridescence's command I could forget that. I needed to please her, to satisfy her, and she'd told me to lick.

I lapped and nuzzled at the proud orbs in her sack, but I was putting off the inevitable. When her hoof reached down to me, I tilted my head to allow her to line a hole up with my horn.

"Good boy. Now come up here and lick some more." The hole contracted tight around my horn and Iridescence guided me to lick higher.

Closing my eyes and letting her aim me, I was licking along her flaccid sheath for only a moment before her shaft began to push out. Guided still, I could do nothing short of lapping at it as she grew harder and harder.

Her hole relaxed and released my horn, not that it changed my position. Licking and pleasuring Iridescence, I was the happiest stallion that ever lived. I did things I'd never thought I would, and while I did them, Iridescence petted my head and told me I was a good boy.

Waking up to the feel of water cascading over you was odd. My mind was a little fuzzy—like somebug had used her command word to get me to the shower—but I could feel Iridescence's hooves working over me. She'd positioned me looking away from the mirror this time, so when I opened my eyes, I couldn't see my reflection.

"More?" I asked.

"More what? More of what we did last night, more of you turning, or more—"

With enough of my faculties under control that I was fairly sure I could move, I turned around (taking care to not look in the mirror), and kissed Iridescence on the lips. It had the desired effect of answering her question and making her smile. "Just more."

"You've got a full ring around your middle without fur now, and it's spreading back to your croup and up your withers. I can feel the fur around your lips is thinning, and I'm sure your head will be done by the end of the day." She leaned her head forward and we lined up our muzzles so that there was a line of contact from our noses to our foreheads. "I'm sorry this is happening to you."

"It means I get to spend more time with you." I gazed into her blue pools and let out a sigh. "That sounds so sappy, but it's true. You'll see. When I'm a pony again, you can stay here with me."

Drawing my head back, I turned and looked in the mirror. The first thing I noticed was how much of my body was black or a shimmering green. I kept looking at myself, and started moving a little to see how the shell around my midsection gleamed. Then my wings flicked out and all thoughts of my shell were gone. "I have wings."

"Proper little alicorn, aren't you? They're pretty, too. See, the left one has the same little glimmer as mine does." Iridescence turned in the shower and flicked out her own wings. She was right, they were pretty and definitely had the marking like mine.

"So I'll be a bigger version of you?" Something tickled at my memory, prodded and worked its way to the front of my thoughts. "I'll become a mare?"

She lifted a hoof to brush my mane to one side and wound up cupping my cheek with it. "Briefly, remember. You'll still be you, Standing, you'll just be a little extra. That should make it easier for you to reject the changeling magic."

"Is that all it takes? Rejecting being a changeling? The Royal Guard have a bit of a reputation there." I stepped from the shower and stretched my spine. "I guess me guarding the library wasn't doing it any favors."

"I don't know. You stopped me didn't you?"

Watching Iridescence move had become something of a new hobby of mine. Her body was almost exactly like a pony's, but not at the same time. Her legs were more stiff, but her body seemed to flex in very appealing ways as she moved.

She caught me looking at her and blushed, that had the opposite effect of discouraging me.

"I've only ever seen changelings from afar before." Reaching down with my neck, I gently nibbled at the tip of one of her ears.

Iridescence tilted her head to the side of the ear I was nibbling on. "I have this feeling like you're watching me all the time, and when I look you actually are. Why?"

Having to give up her ear, I stood beside her and looked at us both in the mirror. "Maybe I'm just crazy about you?"

Both her ears shot up and she looked at me in the mirror in surprise. "Nopony can feel that much love for a changeling. Did you want to do something today, or just sit around and talk?"

Getting dry was easy enough, but in the process I found some more pieces of my hide had turned to goop. "Well, what would you like to do? Your willing slave is always prepared to pamper his mistress, or perhaps you could teach me about your mind whammy."

"Teach you about it? What do you—?"

"I mean," I said and rubbed my cheek against hers, "That you could use it on me again."

"You are the strangest pony I've ever met, Standing Proud. Why would you want more of that?"

"Firstly, I'd like you to remove what's in my head already. It's not really working for either of us. Second, we can come up with something more fun. Thirdly—and this is the craziest of all—I trust you." I picked the last little bit of flesh before my tail free of my rump in a clot of goop. "When that goes further, I'll lose my tail, won't I?"

"You'll have a cute tail-fin like mine." The way she wagged her tail-fin at me distracted me more than I'd like to let on—probably more than some of her magic. When I dragged my eyes away from her rump, she stuck her tongue out at me. "I'll happily remove all the stuff I did. Probably should have done that already."

I followed her through to the living room, aware that things at the corner of my vision were a bit blurry. I rubbed at my face and felt the bridge of my nose move under my hoof. For a heartbeat I felt genuine panic, but then there was a glowing pair of blue eyes gazing into mine. All the panic and confusion left as I felt the blue glow sink inward.

"You're okay, Standing. Nothing's wrong. This is all part of the process."

The words were truth and I could not deny them. I calmed down and let her blue glow intensify in my head. She crowded out every thought I had with it, scoured my mind clear, and then pulled three little worms from deep in my mind.

She didn't deal with them like worms. The blue light seemed to absorb them and welcome them back. I observed this all happen with no opinion on it, no ability to form an opinion, and no say other than the permission I'd already given her.

I wasn't aware that Iridescent had stopped looking at me until the blue glow in my mind naturally subsided. A hoof was stroking my head, rubbing at my ears gently. I was on the floor and Iridescent was laying on the couch, leaning over me. "Wow."

"If you liked that, let's talk about what I can put back in. What do you want to feel, Standing?" Her voice, for just a moment, threatened to overwhelm me. I grabbed to the words like a life raft and held consciousness by a thread.

"I want—I want to be able to feel everything, but for you to be able to give me commands. I want to follow them, but know I'm following them." As I spoke I leaned over a little, pressing my head against her hoof.

Her hoof teased my ear a little more than curled around under my chin. Something felt strange—I couldn't feel her brushing fur—but I didn't have to worry. "Silly stallion. You do that already."

I looked down the line of my snout and saw black—chitin. How much of my face had fallen free I didn't know, but my ears were still fuzzy—at least I'd felt her tickling fur on them. As well as the black, everything was indistinct and hard to focus on. No matter how many times I blinked, it still looked strangely out of focus.

Fangs. My mouth was full of them. I tilted my head up so she could rub my jaw a little easier and so that I could look at her. "Then fill me with your blue again, please?"

"You like that? No thoughts but ones I put there. No movement but what I make? Very—" I didn't hear her finish. Blue light washed away the fuzziness of the world and filled me. I embraced the feeling of emptiness and let her into the deepest parts of me. She could have hurt me a lot, but I trusted her like I'd never trusted anypony but princess… princess someone.

[[ Iridescence ]]

I'd never encountered a pony so open with me before. Normally a mind was a fight to enter, but Standing Proud was a vault with the door wide open. I browsed his sense of self, his consciousness, and even his memories. He was such a valiant stallion, and yet he enjoyed me chasing all his thoughts out of his head and leaving him an empty vessel for me to fill.

To harm him would be a crime I wouldn't be able to live with. I filled him, but I left none of my normal controls within his mind. He only required the mildest of touches all day to keep that way. I guided him to eating lunch, but mid afternoon something further happened.

First his left, and then Standing's right eye seemed to twitch, go milky white, and then fall away from his face. It made me queasy, and I hated to think what it would have done to him if he'd watched it happen while he could think about it.

Blue eyes gazed back at me, but I was still in contact with his mind, still partly inhabiting it. I had him help me clean the mess his face had left away, and took him in for another shower. When the flesh around his horn came loose in the shower, having curled back a little from his brow and then sloughed away with the hot water.

I took a brush to his face—a soft one—and carefully cleaned up the remnants of his pony flesh. For the most part, now, his face looked like a changeling's should. A pair of proud fangs curled down from his upper jaw, while blue radiant eyes gazed back at my own.

Leading him was a matter of gently nudging his mind to follow me—placing thoughts in his head to fill the void my magic created. It was all he could do to latch onto them as if they were his own. Being like this, being practically part of his mind, was more intimate than I'd ever been with any other creature in my life.

Guiding Standing Proud to the bedroom, I situated him beside me on the bed and we snuggled together. As night fell and I became tired, I slowly drew myself free from his mind—though the time I'd spent there would probably leave him hollow until morning.

Waking up to a stallion lapping at your vulva and balls is an experience few changelings (back in the hive at least) get to experience. Experiencing all that without him having his head stuffed with mind control was unique. What had truly woken me was an impending orgasm.

I chirped, I buzzed, and I came so hard my whole body trembled and shook. But, despite my release, Standing wasn't done. He continue to lick and nuzzle at me, pushing me headlong into a second, third and fourth orgasm.

To say he was in control of me was an understatement. I couldn't do more than make the happiest bug sounds ever as he relentlessly pushed me deeper and deeper into a blissful, rocking ocean of physical pleasure.

He drifted from my vulva to my shaft, then back, always moving and always exploring. What really put me so far from control, however, was the length of his tongue. More of Standing was changeling now than not, and as his tongue explored into the deepest parts of me, I couldn't help but celebrate that.

From one heartbeat to the next his focused attention changed to gentle licks and nuzzles of my thighs, and then to just resting his head between my legs. It wasn't fair. I wanted him to stay a changeling so much, but he had to go back to being a guard—that was his life.

"You're crying? What's wrong?" Standing crawled up until our bodies were side by side, though he was still much larger physically. "Iridescence? What's the matter?"

Even now he washed me with love, curiosity, and worry. I wrapped all four of my legs around him and pulled tight to his chitinous body. He was hot against me—like a furnace, or a changeling. Anything I could say would be manipulation and would ruin his life. Pressing my snout to his chest, I cried the first real tears of my life.

[[ Standing Proud ]]

"Did I hurt you? Please tell me if I can help." I held her tight against me. The morning had seemed so perfect. I'd slipped out of bed without waking Iridescence, had a shower and cleaned off the last of the flesh from my neck (including my mane), and had come back to wake her up.

I nuzzled at the fin along the back of her neck and just held her close. Asking more questions seemed kinda silly since she hadn't answered the ones I'd already asked, so I just lay there against her. A loud knock at the front door of the house rattled us both out of the moment.

"Who's that?" Iridescence asked.

"That'll be the duty sergeant. I was supposed to go into work, remember?" I glanced at the mirror in the room, but the angle I was at wouldn't have shown me the mostly changeling I had become. "What am I going to do? If he doesn't get an answer, he'll probably break in."

Iridescence climbed off the bed and onto the floor. There was a moment where I felt a potential of magic shrill through the air, then a flash of fire engulfed her and left—me.

Changeling disguise, right. She looked perfect. Every line and every muscle, but then she sneezed, and coughed, and winked at me as she walked out of my bedroom.

I wanted to follow her and ask questions, or even see what happened, but doing that would be disastrous. Waiting in the bedroom, I felt a slight chill in the air until Iridescence walked back in wearing my body. "What happened?"

"You have pony flu. He backed away from your door and told you to take the week off. That should get us the time you need to finish and get—get back to normal." She faltered with a very un-stallion sob toward the end.

Climbing to my hooves, I took a few steps and put my forelegs around her—his… my?—neck and hugged. "Even when I get back to normal, don't think for a second I'm going to kick you out."

She squeezed back tight, and I couldn't help but nuzzle into her mane and fur that was—well—my mane and fur. "I've never noticed how warm changelings are before," she said. "I guess I don't often hug another bug while shapechanged. It's nice."

Given what I'd spent the morning doing, and how backed up I was after the last few days, I couldn't help but feel my arousal rise as her mood improved. By the time we let go of the hug mutually, I was standing stiff and hard.

Iridescence lifted her nose and sniffed the air before a wider smile creased her familiar lips. "What's the matter? Not been getting any personal time?"

"Well, somepon—somebuggy?—somebuggy has been taking up all my attention." I walked around her. Her fur was just as soft and kept as I liked to keep mine, when I had fur. Something, I don't know what, made me lean down and look under her.

With a laugh, Iridescence jumped back onto the bed and rolled to her—very much his at the moment—back and showed me that she wasn't immune to my closeness any more than I was to hers. "Do you ever masturbate, Standing?"

"Usually I lied down," I said to complete the joke.

"What about sucking yourself?"

Now there was something every stallion had tried. I rolled my eyes. "Big stallions aren't flexible enough to—" My words caught in my throat as Iridescence curled around and kissed her shaft—my shaft. "Okay, but you're cheating."

"So you never got that last hoofwidth, did you?" When I shook my head, Iridescence spread her back legs a little and lay fully presented. "Why not go for it now? Here you are. You can finally know what it feels like to have your own cock in your mouth."

I tilted my head to the side and couldn't hold back a chuckle. "Well, a day ago I would have said the best part of such a situation would have been the other way around, but a certain bug has taught me the delight of giving more than receiving."

Crawling onto the bed, I was surprised at how little the holes in my legs caught on things. The edges looked sharp, but like Iridescence had proved, chitin was hardly completely rigid. When Iridescence extended one of her back legs toward me, I leaned in to nuzzle and lick at the hoof.

The gray hoof was so familiar to me, but not from this angle. Nuzzling my snout into the sole of it, I licked my long tongue up and down the frog until Iridescence started giggling—a sound that didn't suit a big stallion like she was at the moment. Looking up, I ran one of my fangs along the side of her hoof. "I'm ready for the other one now."

Gone was the haunted look that didn't suit her—my—face. Iridescence laughed and stretched her other rear hoof over for me to fawn over. I didn't stop until I'd slathered every inch of her second hoof with my tongue and she pulled it away. "Okay, higher now."

To be honest, I hadn't been with many mares in my life, and none that'd come at me the way I approached Iridescence. On my belly, I crawled closer and closer until I could lick along her taint and circle my tongue around the base of her ballsack.

"What are—" Her voice cut short when I tightened my tongue and squeezed at the base of her nuts. I managed to get my tongue around a second time and ran the forked tip up and over the straining scrotum. "Standing—Oh bug—"

There was something infinitely rewarding about hearing Iridescent moan and cry out on my bed. The way she squirmed but held her groin completely still—not wanting me to put too much pressure on her balls.

Finally, being careful of my teeth (and especially my new fangs), I opened my mouth and pulled both his balls inside. I could lower my snout down and press my nose to the base of her shaft as I teased and squeezed at her balls some more, now with them completely trapped in my mouth.

Reaching my forelegs up, I hooked each around one of Iridescent's back legs and pinned her in place. She was a big stallion—as big as me—but I was Royal Guard trained and knew how to keep somepony still.

I completely lost track of time as I sucked, hummed, and squeezed at her balls. It was when Iridescence began whimpering at me that I knew it was time to move on. Carefully extracting her tender sack from my fang-filled mouth, I uncoiled my tongue and delivered another lick around her balls. It wasn't my own mind, they looked bigger, ready.

"You're amazing," Iridescence said, her tone breathless. "How did you—I know bugs who can't even do that half as well."

Running my tongue up her shaft—my shaft—from the top of her sack, along the sheath, and all the way to the tip, I looked up her body. "You've been with how many bugs to know that?" My tone was playful, hungry.

She smirked at me. "Only one that matters."

I don't think she'd realized her slip, or what it made me think. She thought of me as a changeling right now. Licking along her shaft again, I drew down and looped my tongue around the base where sheath met shaft, and squeezed. She didn't make needy little whimpers now, Iridescence moaned a deep, hearty desire fore more.

Keeping my loop of tongue around her, I slowly strayed my head further up—having to jerk past her medial ring—until I had the loop tight under her flared tip. I looked up to see amazement and longing in her eyes before I turned to the task at hoof and lowered myself down and over her.

I felt Iridescence flail more now. Her shaft was heavier than her balls had been—at least at first—and brushed against my pronounced fangs. Bobbing my head down, I felt her slip to the back of my mouth and looped my tongue out and forward to snatch her medial ring again.

"Standing?! Standing what are—" Her cries and cut off words were music to me as, with a clearer head than I'd had in several days, I showed Iridescence how much she meant to me.

As I pressed myself further down her, I realized that changeling heads and necks were built fundamentally different—even with Iridescence's shaft pressed into my throat, I could still breathe just fine through my nose.

Emboldened by my discovery, I plowed my nose all the way down until it nuzzled against her sheath and filled my head with the scent of her—my—musk. I relaxed, calmed myself, and curled my tongue tightly around her and held in place.

"What're you doing? Aren't you going to m—"

I cut her off again with a squeeze of my tongue. Again I settled to my task, expecting to be attached to her like this and teasing Iridescence for hours, but there was one thing very different this time. Rather than keep her aroused, I pushed her all the way to orgasm.

Iridescence's moaning became frantic, and I could only imagine the pleasure that I was delivering to her, but when her shaft seemed to swell in my mouth and throat, and I felt a great pressure against my coiled tongue, I realized what was happening and released the tension on her shaft.

Holding to her tightly, I felt her body unload in rough, harsh bucks of her hips, but secure as I was, I wasn't going to be shaken loose. Without the need to get off her to breathe, I could keep in place as her hot seed poured into my stomach. Only when I had the last rope of her secured in my belly did I release my grip and carefully pull myself off Iridescence's length. Looking up her body, I beheld myself laying in what could only be called splayed-legged bliss.

Crawling further up, I kissed Iridescence from her barrel—in little nuzzling kisses—all the way to her lips—my lips.

"You—" she returned the last kiss, "—really got into that."

"I was exploring. Fangs get in the way of some things, but this tongue is amazing." I worked said muscle around in my mouth and could twist it all over the place.

Iridescence shivered and hugged me to her with her forelegs. A flash of green fire that I felt tickle my own form restored her to her changeling self. "You can say that again. Now I have some things to try with a certain bug—" She stopped, her eyes going wide. "I-I mean, you're not, but—"

I kissed her to show I didn't take it personally. "I guess I do look fairly buggy right now. The only part of me that's still pony is here—" I tapped the side of my head then pointed toward my rump, "—and back there."

"Still, I shouldn't have called you that. It's not right. I don't want to talk you into—"

Cutting Iridescence off with kisses had become my favorite pastime.

"You keep doing that on purpose." Iridescence's horn glowed green and I felt her magic push me sideways and onto my back. She rolled with me and was soon laying atop me. So much smaller than me, and yet I felt the subservience game creep up and light a fire inside me. "Let me do something on purpose."

I shivered and let her do whatever she wanted—which was how we both wanted it. At least she seemed to want it this way. "Iridescence?"

As she slowly slid her body down mine, I expected her to line us up and take my shaft, but instead she pressed both our shafts together between our bodies. "Hrmm? Something wrong?"

"Do you want more from me? Is a subservient stallion all you want?"

"How about this." Iridescence leaned down and nuzzled my barrel a little, rubbing her cheek against it as if she were marking me. "Be forceful if you want, or be gentle if you want. I'll make moves if I want something different."

"So I can feel you render me into your obedient stallion?" I had fangs, so I snapped them at her with an audible clack.

"If all I wanted was a mind-rotted slave, I'd have put you in a pod until you were broken. I want a stallion." The way Iridescence said the last word filled me with both desire and hunger. Her blue eyes flashed with challenge.

I remembered controlling her through the simple method of oral sex, now it was different. She was likely faster than I was, and would probably know a lot of combat moves I didn't, but I had my training and I had my mass. I put a forehoof on the left of her barrel, hooked one back leg over her croup, pushed, and pulled at the same time.

Iridescence's eyes widened a little. She'd said it herself—there weren't a lot of changelings my size in her hive. She'd not practiced enough against larger changeling opponents. She reached up with one forehoof, but when she made a move to hook the limb onto my horn, I pulled my head back.

We struggled for what felt like an hour. One of us might get a small advantage, but the other would counter, and all the while we were both hard as a rock and frequently frotting the other. By the end of it, I wasn't sure if she let me win or if I actually managed to pin her down, but I was on top and she had a big smile on her lips.

I positioned myself just right, pressed my shaft to her entrance, and then leaned down and forward. Days of teasing and play without relief pushed me deep into her. Both our voices rose together, praising wordlessly the pleasure we gave to each other.

It was never so apparent how much bigger I was than her than like this. My back legs were planted on the bed, my belly between her back legs, and still I was looking down at her face. With a clack of my fangs I started rocking, my hips rolling forward before pulling back—repeating and building rhythm. Iridescent's giggle amid her moans surprised me. "What?"

"Your—That's a—sign of—dominance."

Clacking my fangs again, I sped up in the hope of silencing her words completely.

"—between—females."

Too much. It was too much after my teasing to be inside her at last. One. Two. Three. Four quick shoves and I was losing myself to the pleasure. I shoved hard against her and pressed my belly tight to hers.

A changeling climax was a little different to a pony one. Rather than a growing pressure/electric jolt, it was a more sustained rise to peak and then everything at once. With the force of a hurricane I unloaded into Iridescence and wrapped more forelegs tight around her just to hold us together.

Somewhere between us I felt her shaft twitch and shudder. That she'd reached a double climax only made me happier. I kissed and nuzzled her neck, clacking my fangs to make her giggle again. The wet squelching between our bellies was warm, and told me how much she'd enjoyed me being on top.

Iridescence pressed her lips up to find mine, and for several minutes we were lost in a kiss. At last, when our game of twirl your tongue around another ended, she clacked her fangs up at me. "You really don't mind that it's a mare-bug thing?"

"You seemed to like it," I said, and clacked back. I felt her shiver under me, and when I repeated the clack she shuddered again.

"I've never had a stallion do it while taking charge. It made me feel—it made me feel completely submissive to you." She sounded just as surprised as she did aroused. "I'm not normally into being submissive. This is new to me."

I leaned down on her a little harder and clacked my fangs right before her face. She shuddered, and for a moment I thought that was it but Iridescence squealed and started shuddering under me.

Shock that the simple act of reinforcing my behavior would drive her so wild, I pulled my hips back and ignored the oversensitive state of my shaft as I pushed back into her.

Iridescence leaned her head back and let out a long, shuddering squeal that drowned itself into a moan that made me tingle from tail to horn. More wetness erupted from her shaft between us, and I was given the opportunity to watch her lose to her desires again.

Carefully, I pressed my fangs' front edge to her throat and ran them gently along her chitin. The response she gave made me smile.

Iridescence, trembling at her orgasm, stilled herself at the feel of my fangs against her neck—even though the tips were well away from her chitin. It'd been such a simple thing to do, but the way her body was squeezing at my shaft told me how much this was doing for her.

"My bug," I said with confidence, and clacked my fangs.

We played like that for hours. Reversing roles to dominate and be dominated. The day seemed to blur by in a wave of pleasure that only got stronger. The afternoon was slowly fading, and soon Princess Celestia would put her sun away and let the world relax under Princess Luna's watch.

I urged Iridescence onto my back—not for sex, but to carry her to the shower. My butt was itchy.

She laughed and chirped the whole way, nuzzling against my crest-fin and squirming in all kinds of ways that pressed her firm shaft into my back. By the time I got into the shower, I could feel fluids leaking down my sides from Iridescence, and the moment the water started the itching stopped.

"Let me get this." The feel of Iridescence's hooves rubbing away at the melting flesh cured more than just the itch—there was an odd sensation of incompleteness. "You know, Standing, what will be under all this right?"

I'd been so into the feel of her hooves scrubbing away at my pony self that I'd barely registered her words. "Huh?"

"Remember what I said about changelings?" As Iridescence spoke, she rubbed just under my tail—but lower than my anus. A strange sense of shock ran through me and I couldn't hold back a moan. "It feels loose, this will come off and you know what's under there?"

I turned and looked back at Iridescence. "A vagina?"

"Vulva, clitoris, vagina, womb. The whole works." She pressed her hoof to that spot again and stroked until my legs wobbled and my mind trembled. It was so much to accept—along with everything else—that I could barely even focus on the fact let alone anything else. Her rubbing me halfway to orgasm wasn't helping. She paused to stroke the edges of my flesh still intact and sloughed away yet more of me. "Soon, Standing. And once it's all done, you can make your choice to return to being a pony."

A rebellious part of me—small thanks to my regimented life in the Royal Guard—whispered about chitin and fangs and what Iridescence was doing right now and tried to tell me how good it was. It was persuasive. "Yeah. Back to being a pony."

Iridescence stopped rubbing the gooifying flesh from my flanks and stepped up beside me. "You didn't sound convincing. You have to become a pony again, Standing. I couldn't live with knowing you'd—"

I'd had enough. "Iridescence, you can confirm that I have none of your mind control left in my head?"

"Y-Yeah. I mean, no. It's all gone. What are you talking about?"

I leaned over and kissed Iridescence on the cheek. "Just that any decisions I make are my decisions—made by an adult with no influences."

"Don't you dare do this because of me!" Iridescence's horn began to glow green, and I felt her power start to stretch out—right until I leaned up (thanks to my height) and kissed the base of her horn. It was like all the power left her. "Why'd you do that?!"

"Because you're cute." I tilted forward and waved my butt under the water—more of my pony flesh washed away. There should have been horror or panic, but I'll be damned if it wasn't good to feel myself almost complete.

She let out a sigh and leaned against me. For her size, Iridescence was heavier than I'd have thought, but fortunately her size was smaller than me. Her weight barely made me even twitch. "You're impossible, you know that right?"

"You sound like my first sergeant. I could barely cast a spell back then, but she yelled at me morning, noon, and night until I could perform all the basic battle magics. She was bigger than me, too." I nibbled lightly at Iridescence's ear while the water cascaded over both of us.

Iridescence almost jumped. "Bigger than you? How can a mare possibly be that big?"

"You've never met Captain Fizzlepop. She got promoted faster than I did, but while I went for Royal Guard, she became the commander of the whole E.U.P. Guard. That's why I don't think things will be too bad when I tell them about you. She knows what it's like to need redemption. Attacked Canterlot once, you know?"

I wasn't prepared for what happened. It must have been Iridescence's rubbing earlier that caused a whole patch of fur and flesh to weaken, because there was a plop sound behind me and I felt water flow over my new folds for the first time. I froze in place and stared at the wall in mute surprise at the sensation.

"Standing Proud? What's wrong?" Iridescence waved a hoof before my face.

Shivering before I managed to think again, I felt like one of those magical machines that needs a good kick sometimes to keep them running. "Big patch just came free. I think—I think you might want to take a look and tell me what you see."

Iridescence turned and moved around behind me. "You have the most adorably oval-shaped patch missing. Do you want me to explore it?"

I knew exactly what she was doing—she was asking for permission to touch me somewhere I'd never been touched before. I was a big boy, and I could make a choice to allow a mare to do things to me with my own voice. "Go ahead. I'll tell you if I want you to stop."

[[ Iridescence ]]

Permission. It wasn't often a changeling like myself got permission from a pony to have fun, but that was exactly what Standing Proud did at every step of our time together. Nuzzling one cheek of his rump, I slowly started licking a slow spiral toward his new entrance.

Soft little moans and whines told me the teasing was working perfectly, and when I finally ran my tongue closer to his vulva, Standing whimpered and turned his head to look back at me. "Iri—What are you doing?"

Iri? It was easier to say than my full name—easier to shout. "Call me Iri again, Standing." When he didn't immediately react, I licked along the crease of his vulva.

"Iri!"

I nuzzled his cheek and kissed just beside his new lips. "Good boy. You know what good boys get, Standing?"

"W-What, Iri?"

When I licked him again, I put extra pressure on my tongue so that it parted his lips just a little and caressed the more sensitive inner walls. The cries I urged from him weren't even able to put my shortened name together, and just when I thought he was about to recover, I did it again.

As I nuzzled and licked, Standing made more and more noise. It was the cutest thing I'd ever heard from him, and I was completely distracted with my task just to hear more of it. So distracted, in fact, that I ate him all the way to climax.

With gentle licks, I guided Standing through his first female orgasm. He shivered and moaned with his legs braced and stiff, while I slowly licked along his slit and let the water of the shower wash away any mess along with the last of his pony flesh.

Drawing back from him, I looked at the changeling I had created. No! He wasn't a changeling. Soon he'd be a pony again and it would all be normal—like it was before this mess.

"Is that what you want?" Standing Proud asked. "You want me to be a pony again and everything undone?"

Apparently I'd spoken, because despite rumors, changelings couldn't read each other's thoughts. "Yes! It's what you deserve. I took your life from you, so now the change is done you can take it back and live happily ever—"

"No." He'd cut off my words and my train of thought. "No, Iri, I don't want it to go back to normal. Normal was empty and devoid of you."

I had nothing to come back with. Standing lived up to his name and recovered from his previous pose to stand in the shower and look down at me. I should have known what to say that would make him understand that he needed to go back to being a pony for his own good.

Standing reached out to me and pulled me into a hug that I had no way of resisting. I didn't want to move or think or do anything, but I had to try to convince him not to make the biggest mistake of his life. "You're a pony, Standing. Doing this to you was wrong, and I should never have—"

He kissed me. I tried to pull my face away to start over and convince him that this was a bad idea, but he kissed me until I gave up and kissed him back. We stood together while time was running out for him.

When our lips finally broke apart, it was only because there was knocking on the front door. I wanted to ignore everything and just kiss him again, but I had a mission. "Wait here, I'll send them off again."

Recalling Standing's form and using my magic to disguise myself as him was easy. Letting my fur get soaked before heading out added extra credence to why it was taking so long to answer. Opening the door, every lie I could come up with (and being a changeling, that was a lot) fell out of Standing's handsome ears at the sight before me.

My queen and Princess Cadance stood side by side at the doorway. The former was using her common pony disguise, while the latter looked every bit her princessly self. The latter had an almost legendary dislike of my kind, which meant that she didn't know a changeling queen stood beside her.

"Standing Proud." Cadance stepped forward, making room by dint of her size and forcing me to step backward. "We've come to—"

"This isn't Standing Proud, Your Highness. This is Iridescence. Drop your disguise at once," my queen said as soon as she closed the door behind herself.

Panic pulsed through me, but a command from my queen should never be ignored. Looking into her eyes I did just as my queen asked and was once more a changeling. I shivered a little—feeling exposed and scared.

To my surprise, Princess Cadance didn't look surprised. "Where is Standing Proud?"

"I'm here!"

I wanted to hide and curl into a ball. Behind me, I knew Standing was in plain view with his chitin exposed. "I can explain," I said. "He just—"

Princess Cadance cut me off. "He loved you. He loved you so much that you were trapped—like a moth to a flame. You did something very ill-advised, and it was only possible because you loved him back. Did you think I wouldn't feel this bond forming?"

Standing Proud, when I turned to look at him, puffed up his chest and stared ahead. "Your Highness! It wasn't her fault! I accept full responsibility for—"

"It was her fault!" As she shouted, Queen Mandible dropped her disguise and—towering over everyone in the room—glared at me. "Iridescence, my daughter, what have you done?" Her tone had changed completely—her voice was as soft as velvet.

I chirped and ran to her. One of my mother's forelegs curled around my back and I felt words spilling free. "I started the mission, found the guard I needed to get past to steal the target, and slipped into his life easily. He was so soft it was almost like somebuggy had already been in his head.

"Reinforcing my mind control—keeping within the limits of the attack description—I slipped into the library and found the book."

"Wait. Attack description? Limits?" Standing Proud asked.

Princess Cadance cleared her throat. "We—Shining Armor and I, with Princess Celestia's permission—hired Queen Mandible to test Canterlot's defenses. We selected a number of targets that were to be tested, and placed limits on what her changelings would be permitted to do during the attack." She focused on me. "Turning one of the Royal Guard into a changeling was not part of the conditions."

Standing Proud stared at me with his ears perked and wings twitching on his back. "You aren't part of some invasion force?"

I returned a little smile at his shock, hoping he understood I didn't mean to make fun of him. "N-No. We're not really the invady types. Normally, we just do work for Equestria—keeping an eye on other nations, that kind of thing."

"How much of your control remains in his head, daughter?" Queen Mandible asked.

"None! She took it all out when I asked her to," Standing Proud said.

"Perfect!" Queen Mandible sounded pleased. "Then just will yourself to be a pony again, and within a few days your fur and flesh will grow back to normal, you'll just have to—"

"No." Standing's single word stopped us all in our tracks. "No. I want to be with Iri, and I like being this way!"

Princess Cadance broke the shocked silence with a giggle. When everyone turned to look at her, she laughed louder. "Love! I knew it!" She pranced with each step she took toward Standing Proud. "Queen Mandible, you just happened to send your daughter into the one trap she had no idea how to handle. Shiny will be happy the Guard stopped at least one of your infiltrators."

"This was hardly fair. How were we to know that my daughter would fall in love with him?" Queen Mandible leaned down and rubbed her cheek against mine. It wasn't often she showed affection publicly, but then it wasn't often we did anything publicly. "Go to him. Convince him to remain a pony."

[[ Standing Proud ]]

I watched Iridescence—Iri—walk over to me, but had to look up at Princess Cadance because she was still talking.

"The choice is yours, Standing. Only you can make this decision, but know that whichever way you go, I will stand by both of you if you wish it." Princess Cadance stopped talking the moment Iri got close enough to hear her whispers. "I think I'll go talk to Queen Mandible while you two chat."

She might have been the most loved princess in Equestria—and the most lusted after—but my eyes swapped their focus to Iri again and didn't look away. "Hey."

"Standing, you have to—" Iri stopped when I poked a forehoof into her mouth. Unfortunately, like all changelings, it had a hole in it and, when she blew through it, produced a clear, deep note.

Having her near me made me want to smile, so I did. "Iri, this is the one thing I won't let you tell me what to do. You enjoyed being with me like this, didn't you? Be truthful."

Iridescence nodded, though she looked like she wanted to say something.

"And I enjoyed every second of my time with you, especially today." I winked. "So what's wrong with me staying like this?"

"Hunger! You have no idea what it's like needing to feed off love constantly to survive. Our hive has a bunch of ponies that help us back home, but when we're away we need to keep feeding daily."

"And what have you been feeding on while we've been here, doing naughty things?" I kissed Iri when she tried to open her mouth and respond, but after a second of enjoying the kiss she pulled back.

"I've been feeding off you." She sounded indignant.

"And today?"

"Today I haven't fed yet."

Kissing her again, I used my tongue to open her mouth and tried to prove a theory I had. I focused on my love for her, on everything I liked about Iridescence, and what I'd like to keep doing if there wasn't a princess and a queen in my house.

When we parted lips—when we each slipped our tongues back into our own mouths—Iri gave a surprised chirp. "You fed me! You can't feed me. You're almost completely a changeling, this—this isn't meant to work!"

I could already feel a hunger growing inside me, and Iri had what I wanted. A sense of importance settled on me, and I realized this was the moment where I chose. Leaning over Iri, nuzzling her and pulling her close, I opened myself and fed on her.

A sense of completeness settled in with the intense love Iri gave me. I felt my magic shift and adjust to a new fuel, as well as my destiny as a pony unravel. I chirped softly and kissed her again.

"Ahem!" Princess Cadance's voice only seemed to make sense after what felt like forever pressed together.

I ignored her for a little longer because having Iri pressed against me was plenty of mare—or bug—to keep me. Only when the princess cleared her throat again did I finally break the kiss and look Princess Cadance's way.

"We'll be going now. I'm not sure how Queen Mandible and Princess Celestia will wish this handled, but if all else fails I will stand my ground for your two. Come, let's leave them with some privacy." With that, Princess Cadance made for the door.

A whoosh of green flame heralded Queen Mandible's change back to a rather nondescript white unicorn mare. "How is a simple queen meant to act when love is on the line? Iridescence, Standing Proud, be good to each other. We'll be back in… a week?"

"A week seems good," Princess Cadance said, and led the way outside while Queen Mandible followed.

"You're an idiot, Standing Proud. This wasn't meant to work out like this." Iridescence kissed me briefly. "But, I'm glad it did work out like this. Let's finish that shower."

Author's Note

Support me on Patreon or fuel my writing on Ko-Fi!

Join me on Discord. Warning, said chat may contain NSFW material and should be considered adult in nature.

Awesome ponies who are already helping to keep me in keyboards and rum:
A.P.O.N.I.
Canary in the Coal Mine
Daremo
Dio-Drogynous
KFS Crimson
Sirion123
Wind of the Skies

And special thanks to the following, for careful eyes and friendly words:
Lab