Changes

by Valtyra

Rating: mature
Tags: Twilight Sparkle, Slice of Life, My Little Pony: Friendship is Magic, Alternate Universe, Romance, Original Character, Queen Chrysalis
Length: 22578

Elements of Harmony grace Twilight and Equestria with a brand new Changeling Queen. A slow burning romance fic. TwilightXChangelingOC

Changelings need a Queen; this is a fact. Without one, they are doomed to extinction. They are a part of the world just as much as Ponies, or Gryphons.

As a last act of grace, the Elements of Harmony provided the world a new Changeling Queen to bring the Changelings back from extinction and maybe, just maybe, help the one who needs it the most.

This story will include cute scenes / romance between Twilight and, the new Queen of the Changelings, Instar.

Alternate Universe is for Luna and Celestia still ruling Equestria.

Thanks for the feature! <3
- 23/11/2019

Published 2019-11-22 11:30:02 UTC
Last updated 2020-10-01 10:09:19 UTC

Awakening

"Life finds a way; but sometimes it needs a little guidance from Harmony" - Principle Canterlot Archmage, Grand Lance

A spark of pain then suddenly: consciousness. This was a foreign concept to the Changeling. Her limbs felt weak; unused. Her stomach empty; unused. Her head hurt; unused. None of that mattered though. She was alive.

While consciousness was new, it wasn’t bad. In fact, she enjoyed being alive. Not that she knew anything else, really, but it was quickly becoming preferable compared to the alternative. But, despite only being alive for less than a minute, was one thing she knew for a fact: her name.

Instar

Prying opening her eyes, the mare winced at the strange scene that she had just awoken to. She didn’t know what she was looking at, but she was at the bottom of it and even she knew that wasn’t good. She wanted to leave.

Looking around, she noticed that she had limbs; black, slender overlapping plates that ended with flat, stubby hooves. She stared at them, baffled; It felt strange to have a body. Moving her leg, she dragged it along the scorched dirt and suddenly felt her face contort into a smile while watching her leg-plates tilt and rotate, leaving various gaps where softer, sensitive flesh lay within.

Freezing up, Instar brought her hoof up and felt along her muzzle, her face contorting once more as her hoof began to feel her soft and fuzzy mane. Brushing it in front of her face, she didn’t know what she was looking at, but she felt a new feeling deep in the pit of her stomach, as if her stomach tingled.

Yet, as fast as that feeling appeared, it fled, forced away with a brand-new feeling that she didn’t like at all. It was as if her stomach was twisting and turning, begging for her to consume. While she didn’t know what it wanted specifically, she felt compelled to pull herself up, even as her body protested.

Leaving the quickly cooling ground, the mare’s newborn legs quivered and shook, causing her to fall time after time. A new feeling sparked inside her, one that made her want to break something.

After several tries, she had finally managed to keep up on steady, albeit wobbly, legs. While it was an accomplishment that would, no doubt, go down in history, she wanted to leave whatever she was in. It was nice, but even she was sure there was something more out there, judging by the pretty lights high above her.

Taking a shaky step forwards, she made sure to keep her hooves firmly flat against the ground and evenly applied pressure as she started to move one leg after another. She liked moving.

Stopping just in front of the side of the crater and looking up, she pressed a hoof against it and felt it slide in, as if it was simply loose, though crispy, dirt. Sliding her other front leg into the dirt, she began to climb up the side, keeping focused on simply not losing her footing and falling back.

By the time she reached the top, she was severely out of breath and rolled over the top to lay on her back. Staring up, the mare watched on as the pretty lights blinked in and out of sight as dark shapes drifted in front of them, causing her to worry if they’d ever be back. She liked them.

Rolling onto her belly, she pushed herself up and let out a grunt at the strain. Surprising herself, she placed a hoof on her chest and opened her mouth to let out the same grunt. Furrowing her brow, she did it again and again, subtly changing the pitch and tone of the grunts, until she felt that tingling sensation once again. She liked that sensation.

Far too soon, the bad sensation returned and she was forced from her grunting to look around for something that was the most basic of necessities: food.

She didn’t know what she was looking at --rectangular buildings with openings across their fronts-- but she knew for a fact that it wasn’t what she was looking for. Raising her head, she closed her eyes and did what felt natural to her: she sniffed the air.

Her eyes shot open when various scents assaulted her muzzle, each one making her stomach twist and knot as it begged for her to follow one and consume.

Sniffing the air once again, she realized that not all the scents were the same. Some barely registered for her, some caused her mouth to water, but one… one of them called to her, overpowering the rest as it filled her mind with promises of banishing the foulest of feelings.

Looking over to where the scent originated, she stared at the massive sparkly structure that easily towered over the rest of the landscape. Her food was in there, and she was hungry. Slowly stepping one hoof in front of the other, she began to close in on her food, the scent clouding her mind.

There was a small part of her new mind that held an even worse feeling than hunger: Fear. Her eyes scanned the strange structures that towered over her, not knowing what lay within their blackened interiors.

Not watching where she was going, Instar fell back onto her rump when she collided with a lamppost and she let out a loud hiss at the offending aggressor, before realising it wasn't moving. Rising up, the mare blinked and pressed a hoof against the cool, metal surface, unsure of what to make of it.

It didn't smell alive, nor did it smell of food. The light beaming down on her was of great interest though. Her vision focused to a point as she stood there, unmoving. Unfortunately it wasn't what was giving off that delectable scent. But, she would be back to claim her prize!

Reaching the bottom of the sparkly structure, Instar felt a new feeling well up inside of her. A feeling that made her want to know more about what she was looking at. It was muted behind hunger, but it was there.

She sniffed the air once again and quivered at being so close, yet she felt so far away from her well earned meal. Looking up to the highest hole, she saw an opening. Tilting her head curiously up at it, she felt four gossamer wings unfurl from around her midsection and flap sluggishly on her back.

Glancing back, she stared at them and felt that same tingling in her tummy. She could feel her four wings on her back and while they were unused and weak, that was beginning to fade as the buzzing picked up, that scent driving her on.

Growing lighter, she felt the ground fall out beneath her as she rose higher and higher towards the source of that delectable scent. Her mind clouded over once again and she slid her hooved between the opening and pulled herself into the room.

Instar's buzzing slowed to a crawl as her hooves touched the padded ground. Looking down, she brushed her hooves over new softness and found that she enjoyed this much more than the unforgiving ground outside. She also noticed the cold from before had vanished and was replaced with a calming warmth. She liked the warmth.

Taking a glance around, she spotted the source of that scent laying in bed, asleep. Instinctively, she lowered herself to the ground and crawled along, her vision focusing on her food. Stopping at the edge of the bed, she simply stared down at the thing, curious as to what it was.

Was it the same as her? If so, why did this sleeping being have a softer look? Why did it smell so delicious? Why didn't instar smell so lovely?

Leaning down to get a closer look at the thing’s face, she couldn’t help but feel that tingling feeling appear once again as soon as she began to feel her stomach fill with food, her instincts taking hold.

It had been a nice, peaceful sleep for Twilight. Luna had crafted the perfect dream for her, an endless library with her friends, but something felt ‘off’ for a short while. It was as if something was watching her and casting a shadow over the whole dream.

She had tried to brush the feeling off as something in her subconscious, as one of her old worries, but her usual panic set in once she saw that her friends were drifting away from her. Yet, she didn't feel the need to try and get them back.

Forcing herself out of the slowly growing nightmare, Twilight laid there, eyes closed as she tried to gauge what the pony wanted, but once no obvious answer showed itself, she fluttered her eyes open, only to see a pair of bright orange eyes staring right back into her own!

“What the bu- gah!” Twilight yelped, pushing herself back and falling off the other side of the bed. She grabbed the covers with her hoof and pulled them down with her, tangling herself up.

Popping her head up out of the bundle she was in, Twilight flared her horn, ready to blast whoever it was that had snuck into her room and fed on her love. Unfortunately, all she saw was the tail-end of a changeling crash through her door and out into the hall.

Tearing open her sheets to get out, Twilight flared her wings and took off after it, half concern and half annoyance building within her.

Maybe Thorax sent them and they just got a little hungry? she wondered as her drowsiness hit her.

Galloping down the hall after the ‘ling, Twilight noticed the uneven and foal-like gait it held, even if it was outpacing her by quite a bit.

The pair rushed throughout the castle, with the Changeling unable to find a suitable way out, until it came across a set of stairs leading down into the basement levels of the castle.

“Wait, come back!” Twilight called out, just managing to see the Changeling barrel down into the dank basement.

Slowing down in front of the stairs, she panted and leaned against the wall for support.

“What’s going on?” she muttered to herself. “It didn’t look like one of Thorax’s?"

Gazing down into the darkened basement, she chewed her bottom lip and tapped her hoof on the floor, worry filling her very being.

Who was it? she thought, looking back and forth for support which never came. She'd need some answers and check up on a certain Changeling Queen. She definitely didn't want a repeat of the "Discord incident".

But first, she would need to make sure the Changeling didn't escape into the town and cause her subjects to panic. Taking a stance, Twilight's horn began to glow. A few seconds later, a pale, transparent cover sat over the stairs to the basement, sealing it.

Instar felt fear, true instinctual fear as soon as that thing woke up. Her insides were all squirmy and tense, as if she had done something wrong.

But she didn't know what. Was it that she scared whatever it was? Was it that she was feeding on it?

Whatever the reason, she was now scrambling down a set of stairs which led further and further down.

As the light faded away and was replaced with pick black darkness, a rosy tint began to overlay the edges of the world, helping her to see.

Not sensing her food chasing after her, she slowed down and glanced back, her eyes staring back up at where she came from. Her breathing was laboured her legs burned, but she wasn't hungry anymore, and that was the main thing.

But now she was stuck down here, in the cold. She didn't like the cold.

Traipsing forwards, down the narrow hallway, she found stacks and stacks of boxes, each filled to the brim with books and scrolls, lab equipment and data, as well as plenty of magical material.

Glancing about once more, her curiosity outgrew her fear and she opened one of the boxes up. She pulled one of the many books out and stared at it for a few seconds.

The cover portrayed something that looked like her, black with chitin plates across its body, but instead of smooth, slender legs, it had sickly holes poked through. Instead of a fluffy orange mane, it's head was draped in green seaweed.

Instar stared at the other her for what felt like the longest time, a number of emotions welling up inside her now.

Of course, she was curious as to what it was and held the book against her chest, her wings buzzing at the prospect of finding another like her!

Continuing on, the Changeling found herself face to face with a door. Beside it, several crystal pipes led out and up into the ceiling, carrying what looked to be bubbling water.

She could feel the warmth just beyond the door and pressed her hooves against it, hoping it would budge. Noticing the crystal handle, she pulled back and gingerly pressed her hoof on it. With some pressure, the handle turned and the door creaked open, revealing the Boiler Room for the Castle of Friendship.

Warmth flooded over the mare, causing her to chitter happily and rush in, eager to be out of the cold.

At the far end of the room sat the boiler, it's intimidating size easily taking up half of the moderate room. The rest of the room. Was a mishmash of pipes that ran in and out, full of hot and cold water that travelled all over the castle.

Instar stalked about to find the perfect spot; one that wasn't too hot nor too cold. Settling down, she curled up and let out a soft whimper. She didn't know what was happening. She just wanted some food.

After a quick teleport to the Canterlot Vault and back, Twilight found herself even more confused as who the Changeling in her basement was. If it didn't belong to Thorax and Chrysalis hadn't somehow escaped, then who was it?

It didn't look like a Drone, that's for sure. But there can't be another Queen... Twilight theorised, pacing back and forth in her map room. She couldn't just wake up all of her friends to deal with this; it was the middle of the night after all.

I wonder if Starlight is still up? She wondered, tapping her chin.

With a determined nod, Twilight cantered out of the map room and through the winding crystal passages until she ended up outside of Starlight's bedroom.

The Alicorn closed her eyes and subtly let out a pulse of detection magic then waited. Once a ping returned, she opened her eyes, smiled and rapped on Starlight's chamber door.

A few seconds later, the door opened to show a yawning Starlight standing on the other side.

"Twilight? Are you okay?" she asked, rubbing her eyes. "We're not under attack are we?"

"What? No!" Twilight replied, shaking her head. "But, there might be a teeny tiny problem."

"A proper problem or a 'Twilight problem'?" Starlight joked, the edges of her lips curling, despite how tired she was.

"Ha Ha," Twilight deadpanned, rolling her eyes. "There's might be a Changeling down in the basement and it's not one of Thorax's."

That definitely woke Starlight up.

"Wait, what?! Is Chrysal-"

Twilight held up a hoof to stop her. "I already checked. She's still petrified. Come on, we can discuss it on the way. I put a shield over the stairs so it can't escape."

Starlight nodded and trotted out with Twilight towards the basement.

"What did it look like?" Starlight asked, shuddering as she imagined Chrysalis again. "Was it all sickly?"

Twilight let out a hum, before shaking her head. "No, actually. I would have preferred to examine it more closely, but it didn't look like Chrysalis at all! It's legs didn't have any holes, it's mane and tail were orange and weren't all seaweedy!

"Though, it still fed on me like one of Chrysalis's Changelings, so... I don't know."

The pair reached the basement and Twilight gave a sigh of relief to see her cover was still there, intact.

"Looks like she's still down there. There's no other way out, other than digging, but there's at least seventy hooves of solid rock and crystal on all sides."

"She?" Starlight asked, turning to Twilight with a raised brow.

"What? I checked while chasing it. Thorax is male," Twilight stated, tilting her head. "Speaking of, did you know that Thorax has an ovi-"

"Oh-kay!" Starlight cut Twilight off. "Don't need to know any of that, thank you. Let's just focus on this Changeling."

Twilight let out a sheepish giggle. "Sorry, I find their biology fascinating. I wonder if this one will let me examine her? I could publish so many papers!" she squealed, causing Starlight to sigh.

"Twilight, remove the barrier and let's find it first before you make a mess."

Author's Note

Hey peeps!

Welcome to Changes chapter 1!

I felt like I wanted something to keep.my.mind occupied while I worked on my other story.

I really hope you enjoy.

I'm still looking for cover art,so please forgive that.

First Impressions

Author's Note

Hey peeps!

Really hope this chapter was fun.

I'm definitely enjoying the shorter chapters and I can feel my inspiration coming back :D

First Impressions

"Wow- I didn't know Changelings could do that." - Princess Celestia Solare.

As Twilight and Starlight descended the stairs, tension had started to build up between the two. They had been in strange situations before, as well as life-threatening, world-ending and even downright bizarre situations, but this felt different. It didn't have the feeling of dread as many of their adventures did. Hell, it wasn't even scary... it was just tense.

For Twilight though, that was great. She enjoyed tense; It meant nothing was trying to kill her.

Starlight though, not so much. She kept looking around, paranoid that the Changeling would jump out from any of the numerous cracks that littered the walls of the basement.

As they reached the bottom on the stairs, Twilight's horn lit up, momentarily lighting the area, until an Orb of Light appeared and trailed above the pair, bathing the area in light.

"Twilight, why didn't you install any lights in here when I asked?" Starlight asked, glancing to the Alicorn with only but the most glaring of glares.

"It's not that bad. Sure, it's a little dark and the light makes... the shadows jump..." Twilight replied, trailing off for a second. "I'm sure it's more scared of us than we are of it. It didn't hurt me, physically at least."

"Wha- no," Starlight huffed. "You're going all gaga for knowledge. It's a Changeling. I've learned to live with Thorax as they're not all hiss, and grr, and love-sucking, but this one isn't part of his hive. Plus, it sucked on you!"

Twilight did her best to hold back an amused snort.

"You know what I meant!" Starlight huffed as her eyes flicked around. "Look, can we just go in and stun the thing then leave? I'd rather not get mind controlled..."

Twilight slowed and gently placed a hoof on Starlight's shoulder and gave her warmest smile. "I'm sorry. If you want to go back up, you can."

Starlight leaned against the hoof and shook her head. "And leave you down here alone, with that thing? No way. Besides, who's going to save you again when it, inevitably, takes over Ponyville."

Letting out a sigh, Twilight nodded. "Okay, you did save my rump last time, but I'm sure nothi-"

Starlight pushed her hoof over Twilight's mouth. "Don't jinx it! You know what happens when someone says that!"

Glaring at the mare, Twilight took a step back and pushed the hoof away. "Fine. Can we go, though? The 'ling has probably already heard us bicker."

Starlight giggled and nodded. "Sure, but I'm staying behind you."

Moving past the mare, Twilight continued down the hallway, surveying what little was in there. She stopped at a box that was filled with some of the research on changelings and frowned. "One of my books is missing?" she mumbled, glancing back at Starlight, who just shrugged.

Turning her attention back to the hallway, she continued on, wondering why the Changeling would even want the book, before stopping as she arrived at the door to the boiler room. It was ajar.

She nodded to Starlight, who moved around and stood on the other side, before taking hold of the handle in her magic. "Three," she started, lowering herself slightly. "Two, one..."

Instar had been snuggled up a warm crystal pipe in the corner of the room, with the book resting on the floor in front of her, to keep warm. Her fear wasn't gone, it had merely faded until it was easy to ignore and while she was warm and fed, she was a happy little bug.

Gazing down at the picture, she wondered if she'd be able to see the other her. Would it cuddle her? Would Feed her? What was it like? Did it like the pretty lights as much as she-

Her line of questioning was broken short by sounds coming from outside of the warm room. Her eyes flicked over to the entrance and a rush of fear hit her. Her food was coming for her again!

Looking around for a way out, she released a worried chitter at no obvious exit that wouldn't take her past her food.

Then she paused. There was a second noise? One that sounded the same, but different.

Closing her eyes, she sniffed the air and smelled what she felt like: fear. Why was her food afraid of her? With a surge of curiosity, she pulled herself away from the all-encompassing warmth and snuck over to the door.

She emulated what she had done earlier and turned the handle to open the door, then peeked outside. Seeing her food nearing her hiding place caused her to skitter back over to her warm spot and pull the book close to her chest, trying her best to hide among the pipes.

Twilight threw the door open and burst in, her horn flared in case the Changeling jumped at her. Starlight hesitantly pounced in after, copying the Alicorn, but with a slightly brighter glow across her horn.

"Where is it?" Twilight asked, confused. "There's no other way out of here."

Starlight's magic inched the door closed, until it clicked shut, removing any possibility of escape. "Obviously it's still in here," she replied. "I'll stay by the door, if that's okay?"

"Of course. This shouldn't take long," Twilight replied, smiling.

Turning back to the pipes, her eyes closed, and flared her horn, for but a second, with a blinding flash. With the initial flash over, a pulse burst from her horn and expanded outwards to fill the room. The pulse twinkled as it hit a surface, covering it with miniature stars, which hung around for a few seconds.

As the pulse covered Starlight's body, the stars illuminated her, akin to a Crystal transformation, but also shot red beams of light back into Twilight's horn.

It only took a second, but a second beam of light-struck Twilight's horn which originated from the corner of the room.

"There we go," Twilight muttered. Placing a hoof on her chest, she took a deep breath and relaxed, ready for meet a brand-new Changeling. Oh, the experiments I could run! she thought, fighting back the wave of giddiness.

Nearing the Changeling's hiding spot, she leaned down and laid on the damp floor to get a better look at the scared thing. "Hi," she began, dimming her light slightly for its benefit. "My name's Twilight. What's yours?"

Starlight stared at the Alicorn as if she was mad but kept that to herself.

Instar watched her food for a couple of seconds, then sniffed the air. She could still smell the fear, but it was highly diluted. In its place was something she had felt before: curiosity. She liked that smell, it brought out tingles. The delicious smell was still there, one that tempted and urged her to attack - to feed - but she ignored it.

The food's sounds were strange though and she rolled her tongue around to try and mimic them.

"H-Hgk"

Twilight's eyes widened as she heard the changeling respond to her. It definitely wasn't what she expect, nor was it anything sounding like Equestrian, but it was a start.

"Are you hurt?" she asked, trying to see any of the Changeling's features.

The pulse of magic only allowed a vague outline of the creature, and nothing specific. Yet, it was enough for Twilight to notice it was definitely bigger than the drones she had fought before.

Instar felt her neck quiver and morph as the food kept talking. "Argh you hurghk," she copied, her voice vaguely resembling Twilight's own.

Twilight froze as she stared towards where she knew the Changeling hid. Why is it copying me? she wondered, as her concern grew.

"Are you hurt?" Instar repeated, her stomach tingling. "Hi!"

While she might not have been able to understand, she was beginning to enjoy speaking in her food's sounds. It took away her fear, even if she could smell the fear from the other food growing by the second.

"Twilight, I don't like this... it's playing with you," Starlight stressed, even going so far as to stomp her hoof. "Can't we just leave it and get Princess Luna or something?"

"I'm not going to leave it, Starlight. It could be hurt, or star-"

"I'm not going to leave it, Starlight. It could be hurt."

Twilight paused as she let out a silent groan. "Look, you can go and get Luna if you want, but I'm not leaving this spot."

Starlight looked conflicted. "Fine. But don't you dare get hurt!" she huffed, then with a flash of light, teleported out of the basement.

"Don't get hurt!"

Twilight looked back to the Changeling and smiled. "I'm not going to hurt you."

Instar sniffed again and found the fear that filled the air slowly fade away. It was replaced with curiosity and caring that simply oozed off of the food in front of her. After a few seconds, she stalked forwards, her hooves clicking on the crystal floor as she let the pony see her properly.

Suddenly, her wings buzzed, and she pounced.

Twilight yelped as the Changeling grabbed her and tumbled about across the floor. Each time she flared her horn, it bumped against something, giving her a headache. "Agh!" she grunted, feeling her tip scrape along the floor.

Within seconds, the Changeling pulled itself off of her and was scrambling back, eyes wide and wings furled upwards in a dominance display.

"Twilight, I don't like this," Instar said, watching Twilight rise up and hold her horn. "Don't get hurt!"

Twilight shook her head and grumbled to herself. "What?" she stammered, focusing on the scared Changeling. She knew a dominance display when she saw one and took a step back, still keeping the door between them.

Placing a hoof on her chest, she took a breath then laid down and exposed her neck towards the Changeling. "I'm not a threat," she mumbled, wincing at the thought of those teeth while she showed off submission.

Instar watched her food, unsure as to what to do. Fortunately, her instincts did, and she took a few hesitant steps over. She bared her fangs and leaned in close to the Alicorn's neck. Her warm breath washed across that damp fur and Twilight tensed up, her wings fluffing up.

Instar leaned in and pressed her muzzle against Twilight's neck, before she breathed in deep, taking in Twilight's scent. The Changeling's muzzle trailed up Twilight's neck and across her head, sniffing as she went, before trailing back down and across her back.

Twilight, on the other-hoof, was as tense as a steel beam from the relatively unwanted attention. She had submitted and show she wasn't a threat, but she didn't expect this, let alone from a Changeling. But it did give her a prime spot to examine her specimen.

Fascinating! she thought, her inner scientist leaping for joy. The most obvious example to compare against is Chrysalis. Orange colouring instead of green, more of a pony-like mane and tail inst-

"Eep!" she squeaked, feeling the Changeling's muzzle brush over her rump and cutie-mark.

No personal boundaries though... Maybe it's a Changeling thing?

Done with her examination, Instar moved her muzzle back up to Twilight's neck and gently nuzzled, a soft clicking chitter leaving her throat.

"I... I guess you like me?" Twilight wondered, still a little fearful. She knew Luna would no doubt come by the very second that Starlight told her and slowly pulled herself up.

Instar took a step back, her fear having returned all of a sudden, at least until Twilight smiled. "I guess you like me."

Twilight then sat her rump down and placed a hoof on her chest. "Twilight," she said, sounding out the letters, then once again.

Tilting her head curiously, Instar sat down in the same manner as Twilight, her ears flicking back and forth. "Twilight," she said, reaching over and placing a hoof over her own.

The Alicorn nodded and then placed a hoof on the Changeling's exoskeleton, expecting an answer.

Instar looked down at the hoof with a frown. She knew what to say, her mind was blessed with plenty of intelligence so they could command legions of drone at once, but her tongue was having a hard time coming up with the letters.

After thirty seconds of trying, she opened her mouth and replied, "I- Instar."

Twilight gasped and shook with giddiness! "Ohmygosh!" she squealed, jumping up and hopping on her hooves. "This is unprecedented! I wonder if you're from Chrysalis's old hive? Would a drone change into a Queen without one there?"

The changeling watched on as her lesser jumped about and wondered why it was so happy; It had just given itself to her.

Choices

"Did you know that you remain semi-conscious when you're petrified? I'm not the monster here."

Instar didn't know what this thing was. It was clear that it wasn't just food, judging by the fact that it had a name, like her, yet her instincts told her to drain it and leave it as a husk, but Instar's higher functions forced that order away. She was too curious and honestly, she enjoyed her food's smell too much to let it decay like that.

In fact, she walked over to the overthinking mare and rubbed her muzzle through Twilight's mane and across her face, pulling over out of her fantasies and leaving her frozen in place. She definitely liked that scent.

Pulling back, her wings happily buzzed, siphoning off some 'excitement' for a quick snack and watched as her food shrank back, her ears folding down to lay against her head.

Twilight's found herself trying to formulate some sort of reason as to why the changeling just nuzzled up against her like that, but her mind was blank. No doubt it's draining something from me, she thought, glancing over to it with mild concern. When's Starlight getting back?

Instar chirped, before her eyes flicked over to her hiding spot. As quick as a flash, she scuttled over and grabbed the book, then returned to Twilight's side, smile on her face and a tingle in her stomach.

Seeing the book caught Twilight's attention and she perked up. "I knew you took it," she said, reaching out her hoof. "May I?"

The 'ling blinked and stared at the hoof for a second, then leaned in and nuzzled it with a low purr.

Twilight couldn't help but giggle at the sight, then used her magic to gently slide the book away from the happy mare and look the cover over. She leaned back slightly at the sight of an anatomical model of Chrysalis on the cover. "Dr Hard Cover's Changeling Specifics? Why did you take this one?" she mumbled, opening the book to a random page.

In truth, she hadn't actually read this specific book, mainly because she had bigger things to deal with, but it did seem rather relevant now.

Looking back to the Changeling, she pulled her hoof away, only to receive many agitated chirps. Rolling her eyes, she smiled and began to make her way towards the door. "Coming?" she asked, opening the door with her magic.

"Twilight," Instar said, jumping up and following Twilight out of the boiler room.

The Alicorn giggled and nodded. "Yup, I'm Twilight," she replied, stopping just before the stairs. "What is Starlight or Luna going to say?!" she mumbled, beginning to worry. "Okay, it'll be okay! I can explain and maybe they'll let me study you. It's not like having a Changeling Queen in the castle would arouse any suspicion, right?"

Twilight glanced to Instar, only to recieve a happy chirp. "I'll have to prepare the blast shelter..."

Several minutes later and Twilight had corralled the Queen into the map room. She had teleported away for but a moment to gather some writing supplies, and a blackboard, for some more visual explanations that she would no doubt need for the arriving Princess.

Popping back into the map room, she placed her equipment down and observed Instar as she looked the cutie-map over. Sliding her pencil out of its holder, she turned to a brand new page and began to idly take notes.

Observation of ~~Queen~~ Instar #1

The Changeling aptly named Instar, no doubt due to her outer exoskeleton, doesn't seem to hold the same air of regality as Queen Chrysalis held. Whether this is the same across all 'ascended' Changelings, is to be seen.

Thankfully, our interactions with the Changeling have been relatively cordial. After some placating with a display of vulnerability, she seemed to have warmed up considerably. We're sure that after teaching her how to speak properly, instead of parroting speech, she'll come out of her shell.

Ask for an audience with King Thorax!!

Twilight looked up from her note-taking and found the Changeling muzzle to muzzle with her, her ears perked up and curious. She squeaked and took a step back, only to drop her note-book on the floor.

Instar chirped, a smile widening. Quickly though, her attention was drawn off of Twilight and down to the supplies that she had brought. Leaning down, she nosed through the gathered books until Twilight's magical aura levitated them away.

"How about we keep you busy," Twilight said, catching her breath. Her magic pulled out a set of markers and some paper. "Let's see how well you can draw!"

Placing the paper down, she popped the cap off one of the markers and colored in a corner of the page. "See, easy."

The Changeling focused on the pen, then the paper, then finally reached out with her mouth and picked up a blue marker. She pulled the cap off and wildly began to scribble over the page, then when the page tore, she drew on the crystal floor!

"Oh, no..." Twilight sighed, wincing. "Sorry Spike..." she mumbled, mentally noting down to order some more gems for him.

After thirty seconds of the Changeling drawing on the floor, the map room's doors opened and in strolled Starlight and Princess Luna. Instantly, Instar dropped the marker and jumped between Twilight and the two new ponies in the room. She bared her fangs and hissed, her wings flared aggressively as she hid Twilight.

Starlight hid behind the Princess, who simply stood there, staring down at the Queen with a look of indifference.

"Twilight Sparkle," Luna began, sighing. "Would you mind telling me what is going on?"

"Princess! Uh, well..." Twilight mumbled, rubbing the back of her head and looking away from the Changeling's rump. "I think this is a new Queen that is separate from Chrysalis. Her name is Instar!"

Luna raised a brow at this information and ignored the hissing Changeling. "A new Queen? That is certainly news indeed. But are you sure she's different than that foul whorse?"

"I... I'm sure you just scared her!" Twilight reasoned, pulling herself over and gently placing a hoof on Instar's withers. "They're my friends..." she whispered, thinking of nothing but calm and hoping the Queen would notice.

The effect was slow, but as the seconds ticked by, Instar's aggression faded until she gently ran her muzzle through Twilight's mane once again.

"See," Twilight giggled, still slightly uncomfortable. "She seems to enjoy doing that... not sure why though."

Luna used her magic to close the Map Room doors and sat down. "Well, I would suspect you were the first to interact with her and as such, latched onto you."

"She looks, if I had to guess... my age, roughly. How would I be the first?" Twilight asked, giggling and gasping as Instar nuzzled against her ear.

"You have not heard? There was a meteor impact just out side of town."

"Wait, what?! How come none of the guards told me? Was anypony hurt?!"

"At ease, Twilight. Nopony was hurt and the only damage was some unlucky wheat and some shattered windows," Luna explained, watching as Instar stared at the stars in her mane with glee. "It cannot be a coincidence that she shows up on the exact night as that."

"And," Starlight added, having moved around Luna, but still as far away as possible from the awestruck Instar. "It's been a year since Chrysalis was turned to stone... to the day."

"It is?" Twilight asked, shocked. "It's simply flown by..."

"Indeed. But back to the matter at hoof, shall we?" Luna said, gesturing to the Changeling that was now currently trying to color in the floor. "What is your plan for her? I doubt Thorax's hive would support taking in a Queen after Chrysalis, plus Celestia and I are too busy to take care of her."

Twilight had already made up her mind, but Luna had just sealed it for her. "I'll take care of her," she declared, smiling. "I have plenty of books on Changelings that I'd love to actually read and anything I don't have, I can request from the Palace Archives.

"Besides," she waved her hoof. "Starlight doesn't need my help running the school anymore and I feel like it's time to take a student again."

Luna, although she didn't seem quite convinced, nodded. "So be it. I don't doubt that my sister will, as the kids say, 'roast me' for this, but I shall not stand in your way."

"B-But Lu -Princess! It's a Queen..." Starlight pleaded, gesturing to the Changeling that was now dragging the marker along the blackboard. "What if it starts to feed on ponies?! Or lays eggs in the castle?!"

Rolling her eyes, the Princess of the Night wrapped a wing around the mare. "Starlight. I know you've had a bad relationship with the Changelings, but isn't it time to overcome your fear. I doubt some of your students would appreciate you being afraid of them."

"I- but- fine..." Starlight mumbled, looking down, then squirming when Luna gently nuzzled her. "I'm blaming Twilight if she tries to stick her ovipositor in me."

Luna blinked, then shifted her gaze over to a suddenly sheepish Twilight. "I'm sure Twilight would find out if she has one much sooner than you would," she mumbled, watching Instar stick her face under Twilight's tail.

"Princ- eep!" Twilight gasped, scrambling forwards, her tail tucked between her legs.

Instar stood there, confusion settling over her face as she watched her fo- Twilight glare up at the tall thing.

With Princess Luna gone and Starlight having gone back to her room, Twilight could find Instar her own room that wasn't the basement for her to stay in. As much as she enjoyed having the underside of her tail looked at, which was to say a solid not at all, she did want to sleep at some point, especially since she was having such a lovely dream.

"Instar!" she called, opening up the door and walking out of the throne room. The Changeling's buzzing sounded out and she landed next to the Princess, following her expectantly. "Oh, good. That was quick. You'll have your own room. Then tomorrow, I can start on a teaching plan for you."

Twilight knew that the Queen didn't really know what she was saying, but she knew it would more awkward for her to not say anything at all, even if the conversation partner couldn't talk back without parroting her.

Instar listened to her Twilight rather intently. She had found it rather soothing to listen to the strange sounds that emanate from its mouth, even if they were rather gibberish. The other things that were like her Twilight didn't seem to like her, but the one with the pretty lights she enjoyed. Maybe they would give themselves to her as well?

Twilight stopped talking as the pair reached the room that was situated opposite her own. "This is your room, Inst- Wait, Instar?" she asked, looking around. She spotted her door open gasped, finding the Changeling Queen climbing onto her bed. "You have your own room, Instar," she explained, levitating the Queen off of her bed and into the room opposite.

The room itself held the basic furnishings which the rest of the castle was outfitted with, such as a plush rug that spread out across most of the floor, upon which sat a writing desk, double bed and a wardrobe. There was also an en suite attached.

"This is your room," Twilight began, gesturing around her. "In-star!"

The Queen stared at Twilight and simply smiled. "Twi-light!" she replied, buzzing her wings and, for the first time, let out a twinkling laugh.

Twilight froze for a second, unsure if she had actually heard that or if it was her imagination. Chrysalis had a harsh, almost grating laugh that filled anypony with an instinctual fear, but this... this was delightful. With a guilty sigh, she moved aside and let the Changeling flutter into her bedroom and watched as she dug her way under the covers.

Walking back into her bedroom, she closed her door and stared at the Queen in her bed. "Don't expect this every night, okay! This is because you were so scared..." she reasoned, mainly for herself. "Besides, it'll be nice to have somepony there, even if you're not a pony."

Climbing back into bed, she used her magic to close the window and pull the covers over herself. Finding a comfortable position, she felt Instar cuddle up against her side. "It's just for warmth, I'm sure..." the mare whispered, finding herself tense as the prospect of sleeping next to something that could drain her, or worse, cocoon her.

Changes

Author's Note

Hey peeps!

So, there's going to be a few time-skips, just to keep the story fresh and interesting.

Nopony wants to read through literal day to day stuff.

Also, comment below on what you'd like to see! Instar isn't a 'Queen' without some changes.

Anyway, I hope you enjoy it!

<3

Changes

"How long do you plan to struggle, Twilight? We both know your precious mentor can't save you this time.

One week later

For Twilight, the week had been a long and arduous one. Instar seemed to have claimed her bed, but wouldn't allow the Princess to sleep anywhere else, so each morning she'd have an affectionate Queen to deal which, which didn't help the fact that Twilight did, in fact, find her cute... In a totally scientific way, of course.

"Spike?! Where are you?" Twilight called out as she organised a pile of papers that seemed intent on falling off her desk. "Spike!"

The baby dragon in question scampered into her bedroom and fell to his knees panting. "Yeah- I'm here... What do you need?"

Turning around from her desk, Twilight pulled away and walked over to Spike. She leaned down and nuzzled her number one assistant, just as the pile of papers slipped and hit the floor with a fwoosh!

Holding back her annoyance as Spike giggled, she levitates him onto her back and wanders out of the room.

"I'm taking Instar out into Ponyville today to have lunch with the girls and I want to make sure everything is perfect!"

"Are- are you sure that's a good idea? You know how crazy the ponies around here can be?"

"Spike! They're not crazy..." she chastised, glancing back at him. Recieving a deadpan look, she sighed. "Alright, they're a little weird, but they have had me to put up with- I'm sure it'll be fine! I finally read through all of Dr Hard Cover's Changeling Specifics and I think I've got a grasp on how to calm Instar down if anything happens."

Spike didn't seem convinced. "And why do you need me, exactly?" he asked, raising a brow.

"Don't you want to go to lunch?" She asked, looking a little awkward now. "I know I've been really busy, but I didn't forget you."

"I guess grabbing some gems would be okay. I haven't really spoken to the girls in some time."

Wandering through the castle, Twilight saw a blur out of the corner of her eye and felt her heart beat quicker until she took a deep breath.

She knew what was going on. She had actually read that chapter the night before.

Changeling Hunting Habits

Once again, that blur zipped around the ceiling, using the blindspots and arches to hide itself as it stalked its prey.

Twilight couldn't help but smile at that and levitated Spike off her back.

"Huh?"

"Trust me, Spike, you don't want to be there in a minute."

"Oh, okay?"

The pair continued to walk through the castle and eventually make it to the map room. Twilight pushed open the doors with her magic, let Spike walk in, then began to close them again.

With a gasp, the blur shot down form the ceiling and collided with her, knocking her back against the floor and sliding halfway over to the map.

"Twilight!" Spike shouted, rushing over, only to be held back by Twilight's magic.

Instar stood above the Princess; as a complete copy of Twilight with her wings flared in her usual display of dominance.

The Princess on the other hoof was curled up, her hooves pressed against her chest as she smiled sheepishly.

"Good morning, Instar," she whispered, staring up at her.

"Good morning, Twilight," the Changeling replied, leaning down and rubbing her muzzle through her mane. "Mine."

Twilight felt her cheeks darken slightly upon hearing that, but giggled and pressed her hooves against Instar's chest to try and move her off. "Yup, you caught me!"

"We go?" she asked, closing her eyes as she absorbed some of Twilight's love as her breakfast.

Twilight shivered and wrapped her tail around Instar's leg. "Y-Yeah... We go-" she stammered, shaking her head. "We can go now, I mean. I do need to get up though."

"Sorry," Instar said, moving off of the mare.

Spike looked between them sighed, shaking his head.

Twilight, once again, let Spike sit in her back as they left her Castle and began the trek into town.

"Where are we meeting the others?" Spike asked, taking a glance back at the Queen.

"Where else than Sugarcube Corner, Spike. It'll be quiet at the moment, so it's a perfect place to introduce the girls to Instar."

The Queen perked up upon hearing her name and buzzed over to Twilight's side. "Sugarcube Corner?" she copied, sounding confused.

"Oh, it's a building where ponies can spend time together and eat, or just talk."

Instar tilted her head and seemed to go deep in thought. "I think I know..." she mumbled, forcing the words out slowly.

"It's okay. Learning everything takes time. You're doing incredibly well for just a week," Twilight praised, finding it hard not to be proud of her student.

"I learn more?"

"Of course!" Twilight replied, nodding. "I'll teach you anything you want!"

"I learn you?" Instar asked, slowing to a stop. "Learn Twilight?" She liked her Twilight.

With a burst of green flames, a copy of Twilight stood there, smiling.

"That's always gonna be creepy," Spike mumbled, staring at the new Princess. "I wonder if they'll freak out less with this, than without?"

"Only one way to find out," Twilight added, smiling back at the clone.

"Only one way to find out."

Twilight, Twilight and Spike made it to edge of Ponyville and entered the town. Thankfully it was just before the busy lunch commute, so there weren't the usual amount of ponies rushing about, but enough to where Twilight suddenly felt a silence overcome the town and all eyes fell on the two Twilights.

"Uh, Twilight?" Spike asked, looking about.

"Yes, Spike?" both Twilights replied, causing him to groan.

"Can we simply teleport there?"

"That might be for the best," the real Twilight agreed as she charged her horn. Closing the gap, Twilight cast her spell and within a second they all found themselves within Sugarcube Corner.

Outside, everypony looked to each other, shrugged then went on their way. Having two Twilight's was so much better than having hundreds of Pinkies, so it wasn't that bad.

Inside, Twilight levitated Spike off her back and looked around. Thankfully there were only a few ponies enjoying their food, so it wouldn't be too hard to hide the Queen if need be.

"Do you want to find somewhere for us to sit?" Twilight asked, turning to Instar and gesturing to a few tables. "I have to talk to Pinkie for a second."

Instar simply tilted her head as she tried to decode what she just said.

Spike just walked over and took Instar's hoof in his claw. "We'll find a seat, Twi. Try not to get Pinkie too excited, alright?"

"I'll try. Thanks, Spike," she giggled, watching Spike lead her clone away.

Poking her head into the back of the bakery, Twilight's smile widened as she saw her friend and the Cake's hard at work with their orders.

Pinkie was zipping around the kitchen, almost able to fill the baking trays, whisk the batter and set the oven at the same time.

The sight wasn't new to Twilight, but it still annoyed her inner scientist.

In a flash, Pinkie was in front of the Alicorn. "Heya Twi! You're a bit early? Is everything alright?"

"Oh, everything's fine, Pinkie," Twilight assured, waving a hoof. "I just wanted to make sure that, for once, there's no party planned." She held a hoof to stop Pinkie when she opened her mouth. "I know you want to, and honestly it would be lovely, but she doesn't even know what a party is and I'm sure it would just scare her."

Pinkie thought for a second, her flour-covered hoof rubbing at her chin. "No problem," she agreed, nodding. "I actually only just had a cake baked for her. I know it's a bit late for her birthday and I know that she has some dietary requirements, but it would be nice to celebrate it."

Twilight couldn't help but smile wide at the restraint her friend was showing. "I'm sure she'll love it. Oh yeah, no sudden and loud noises. Also, she'll most likely, you know, copy the girls. So don't get freaked out."

"Silly, I know what she does," Pinkie replied, rolling her eyes. "You'll have to convince Dash and Rarity of that though."

Twilight nodded. "Yeah, that's going to be tricky, but I'm sure they'll be fine with it after a while."

Suddenly Mrs. Cake wandered over. "Come on girls, you're either in or out. Pinkie, you can hang out with your friends. We're almost done here anyway."

"Thanks! I'll just get cleaned up and come out, okay?"

"Sure," Twilight said, backing out of the kitchen.

She returned to Spike and Instar, who had found a table in the corner of the room. She paused for a second upon seeing them engaged in a staring match with each other, then chuckled and found her own seat next to the Queen.

"Who's winning?" she asked, only recieving a 'shh' from Spike in return.

Neither of them were ready to give up and conceded defeat. Instar seemed calm and collected, while Spike's eye was twitching and a bead of sweat dripped down the side of his face as he struggled on. The seconds passed slowly for the competitors, until Pinkie trotted over.

Instar broke eye contact to look over at the new pony, before frowning in thought. She opened her mouth and forced out, "Pink!"

Pinkie blinked at the pair of Twilights, before giggling and waving at Instar. "Heya! I'm Pinkie Pie!" she greeted, before turning to Twilight, "I didn't know you enjoyed that sort of thing," she teased, wiggling her eyebrows towards the Princess.

The Alicorn found her cheeks warm, then heard Spike laugh. With a huff, she leaned down and rested her head on the table, then felt Instar nuzzle and breath in her scent. "Not helping..." she grumbled.

The next few minutes passed slowly as the group simply talked. Mostly about what Twilight had missed during her week in the castle and how Instar was doing with her lessons.

Just as Pinkie was about to go on about her and Cheese Sandwich, a bright flash appeared in the center of the room.

"Greetings, my little po-," Princess Celestia began, but cut herself off when she saw two Princesses sitting there.

Instar looked at the new tall pony, tensing up. She didn't like the other tall pony, but this one... this one radiated love. It made her mouth water at the thought of draining her. Pushing that back, she rushed out, just as the real Twilight did and nuzzled up to Celestia, purring.

"Princess, I wasn't told you would be coming to Ponyville!"

"That's- well, because I didn't tell anypony. I wanted to see who you've taken on as a student. Luna said she was different and now I see why," Celestia explained, staring down at the Queen that seemed content in nuzzling against Celestia's chest.

"Oh, uh- yeah," Twilight mumbled, watching herself. "Is that what I look like when I hug you?" she whispered, covering her face with her wings and letting out a soft whimper.

"She's quite adorable, I must admit," Celestia chuckled, using a wing to guide both Twilight's over to the table. "Pinkie, it's lovely to see you again," she cooed, leaning down to nuzzle her. "How have you been?"

"I've been superduperfantasiriffic, Princess!" Pinkie replied, grinning. "I took your advice!"

Celestia raised a brow and sat down at the table with Instar purring around her. "And?"

"We're going on a date in a few days!"

"I'm so happy it worked out for you."

"Wait, what happened?" Twilight asked, looking between the two. "What date?"

"I asked Cheese Sandwich out on a date!"

Twilight blinked and then grinned. "Ohmygosh, really?" she gasped, clopping her hooves together. "That's amazing! I knew you two had a thing, but I didn't know it was like, really serious!"

Pinkie nodded, her body practically vibrating. "The Princess helped me gather the courage and I sent it a couple of days ago."

Twilight let out an 'aww' and leaned on the table, seeing her clone's tail swish and disappear.

"Princess warm," Instar cooed, having slid under one of Celestia's wings and now cuddled up against her barrel. "Like tall Princess."

Reactions

Author's Note

Hey peeps!

Hope you enjoy this chapter! :D

<3

Reactions

"If I mix one part ethanol to two parts Changeling pheromones that should have the desired result!" - Princess Twilight Sparkle's personal memoir: Page 764.

Twilight sighed and rolled her eyes. She likes me better... she grumbled, leaning on the table. "So, uh, Princess... you're not angry that I've been keeping a Queen in my castle?"

Celestia shook her head. "Why would I be angry? It's your castle and what you want to do behind closed doors is your own business. Besides, I don't really feel it would be my place to tell you what to do."

"Oh, right," she chuckled, then blinked and frowned. "Hey! I don't do... anything- I don't do anything behind those doors!" she protested, cheeks turning a deep shade of red.

Celestia giggled into her hoof, the gasped as a flash of green fire burst out from beneath her wing. Looking down, she smirked, seeing a smaller version of herself peeking out from behind her wing. "Looks like she knows who the best Princess is after all."

"Aww, you're so cute!" Pinkie squealed, grinning.

"Cute?" Instar asked, looking between the three ponies, confused.

Twilight hummed and tapped her hoof on the table. "Cute is..." she mumbled, thinking as she averted her eyes from Celestia. "Well, the definition is something that is 'attractive or pretty especially in a childish, youthful, or delicate way', but it's harder to specifically define in a physical way, there's plenty of variables which could go into making something cute, but each one of them share themselves with various other terms which could be used to describe 'cool' or 'beautiful'. Definitely not the same as 'cute'..." she explained, earning a chuckle from the other ponies.

She gazed over the table, worried. "Did I do it again?" she asked, rubbing the back of her neck and laughing to herself.

Celestia opened her mouth to reply, but was stopped by the door to the bakery open and the rest of their friends wandered in.

First was Rarity, wrapped in a dark red satin scarf, then Dash which was brushed up against her, and was talking about some sort of racing event. Applejack and Fluttershy took up the rear, giggling about something which Twilight couldn't hear, while their tails were wrapped around each other's.

"Girls!" Twilight called out, waving her hoof. "Over here!"

The group made their way over, bowing cordially to Celestia, then took their seats.

Spotting the miniture Celestia under her wing, Applejack spoke up. "Princess, is that 'nother you?" she asked, looking to the others to make sure she wasn't going crazy.

"Indeed, Applejack. There's a story behind her, but it would be better if Twilight told you as to why," Celestia replied, smiling warmly.

"Oh, right. So, uh... girls, you know the meteor that hit the farm just outside of town?" Twilight started, seeing the rest of the girls turn to listen to her and nod.

Dash kept glancing over to the miniture Princess of the Sun every so often a slight frown on her face.

"Well, I don't think it was a normal meteor."

She closed her eyes and slipped into 'lecture mode'. "I've had some of the town guards collect samples for me, and during my tests, I've concluded that the samples were infuzed with the Elements of Harmony. While there were trace amounts, it was still an extremely high amount, compared to the soil found in Equestria."

"Wait, our Elements?" Dash asked, looking around, confused.

"Indeed. I was just as confused when I found out, but it eventually made sense once I did a little bit of research."

"Twilight, dear. I fail to see how this is connected to the Princess?" Rarity inturrupted, causing Twilight to sigh.

"Well," Twilight continued, stepping out from the table. Celestia opened her wing and Twilight took Instar's hoof, pulling her out. "This is Instar. She's-" she paused, taking one look around at her friends. "She's a Changeling Queen."

"Wait, what?! Like Chrysalis?" Dash shouted, standing up.

Twilight sighed. "Dash, please. I checked; Chrysalis is still safely petrified. My research indicates that she arrived in the meteor."

"In? Surely you don' mean?"

"Yes, AJ. In the Element infused meteor," she nodded, placing a hoof on the confused Queen's shoulder. "Instar, can you turn back, please?" she whispered.

With a burst of green fire, Instar revealed her true Changeling form of black, plated chitin and orange mane and tail.

"As you can see, she seems much more pony-like than Chrysalis was. She doesn't look all gaunt and there's no holes on her legs," Twilight explained, holding up one of Instar's plated legs.

"She looks beautiful..." Fluttershy whispered, which earned her a look of concern from Dash.

"How do I know that she hasn't mind controlled you? Like Chrysalis did with Shining Armour!" Dash asked, standing up and staring right at Twilight and the Queen.

"Rainbow Dash," Celestia calmly asked, staring over at her. "How much do you know of Changeling physiology?"

There wasn't any anger in those words, but everypony could see the full force of the sun clear as day though.

The mare shrank back at the Princess's question, her wings ruffling nervously. "Uh..."

"Alicorns cannot be mind controlled by their magic. Our minds reject it. I can assure you that if we could be, none of us would be here as I most likely would have burnt this continent at her command."

Dash's eyes widened and she looked away. The mare lowered herself back down, wings shaking, to which Rarity leaned against her. "Alright... I believe you," she whispered.

"I'm sorry, Rainbow Dash, I," Celestia started, closing her eyes. "I didn't mean to be so overbearing," the Princess sighed, shaking her head. "I understand your reasoning, believe me. But Instar is not a threat to this country. She barely understands Equestrian."

Twilight sighed, but gave her friend a warm smile. "The Princess is right. Technically speaking, Dash, she's only a week old. She may have, kinda, snuck into bedroom and fed off me," she quickly rushed, rubbing the back of her neck. "But, she obviously came straight from the impact site as she was scared. Starlight and I cornered her in the basement and she's be-"

Twilight was inturruped by Instar nuzzling her neck and buzzing happily.

"Instar, stop," she laughed, gently holding her back. "She's been super affectionate since. I've been reading up on Changeling behaviour. Did you know that most of their interaction with other Changelings are done via Pheromones they secrete from their-"

"I don't want to know where they secrete it from!" Rarity shouted, covering her ears, causing the rest to laugh.

"From their backs. Here, here and here," Twilight explained, grinning and pointing to the base of Instar's neck, half way down and just above her dock. "It's incredibly fascinating, but ponies can't detect them. A lot of books that describe them were printed once Thorax let researchers into his hive- Oh yeah! Princess, can you arrange for him to meet us?"

"Of course, Twilight. I'm sure Instar would love to meet some more of her kind."

"My thoughts exactly. Plus, actually being able to ask him about the more secretive parts of their species would be great. There's still so much we don't know. I might be the first to actually witness a Queen lay a batch of eggs!" Twilight squealed, a grin on her face.

The rest of the ponies were in various states of disgust. Yet, Fluttershy rolled her eyes.

"I, for one, think it's wonderful that you're taking care of her. Without you, she might have ended up like Chrysalis and nopony would be happy with that," Fluttershy spoke up, smiling as she sighed.

"Thanks, Fluttershy. Once I know exactly what part of her life cycle she's in, I can better prepare for what might come."

"I... hope that she won' go 'round sucking love out of us, right?" Applejack asked, tapping her hoof on the table.

"Nope!" Spike said, to which the girls jumped.

"Oh, I'm sorry Sugarcube. I didn't know you were there," AJ said, looking rather sheepish.

"I'm used to it," he replied, waving it off. "Anyway, Twilight's been pretty stringent with her feeding habits. She won't even let me in when it happens. Says it might be dangerous for me or something."

Now all eyes were pointed towards Twilight, who's own were wide. Celestia's own were downward as she frowned in thought.

"What? It might be- it's not what you think, okay! It can get a little- It's just- ugh! When a Changeling feeds on love, the body needs to replace it with something. The closest emotion to love is, well... pleasure. Specifically sexual," she explained, dragging her hoof across the wood as her cheeks blossomed.

Celestia giggled and shook her head. "I do hope you're not letting her feed off you too much?"

"No, of course not. I read that once a day is enough for a Changeling, but she seems insistant on taking small snacks throughout the day without asking," she mumbled, half-heartedly frowing over to the smiling Queen.

"I... certainly wasn't expecting that," Spike mumbled, causing Twilight to flush even redder with embarassment. "I guess it's better you than me. I like my love inside of me, thanks."

"While I do suppose it's easier than the alternative of simply finding a partner..." Rarity giggled. "I don't say this to be crude, and please don't read into it, but I'm sure any of us would be more than happy to help feed her if you ever need us to."

"Except me!" Pinkie called out, grinning. "I'm not a free mare anymore."

The rest of the lunch moved along quickly, with Twilight's embarassment fading into the background as the group settled down and discussed what they had been up to. But, as the sun began to set on Ponyville and Instar grew bored, Twilight had to say goodnight to her friends and head back.

Twilight held Instar close with a wing and smiled. "I think they liked you!"

"They like me?" the Queen asked, unsure. "Blue pony not like me."

"Dash? Of course she likes you. She's just... a little protective of us."

Instar nodded. She didn't like the blue one.

"Did," Twilight began, looking worried. "Did you like them?"

Instar stopped and tilted her head at Twilight. "I like. They smell nice, like you."

Twilight smiled at that and shook her head. "Well, I do get my shampoo from Rarity," she replied, waving a hoof. "But we should get back before it gets too cold. I'm sure you'd want to get into a warm room again."

"Warm, yes," the Queen replied, sliding back under Twilight's wing. "Am warm."

Twilight looked away and cleared her throat. "Are- are you hungry?" It's been a long day for you," she mumbled, her cheeks darkening.

"Not hungry," Instar replied, shaking her head, causing Twilight to sigh in relief. "Who Chrysalis?"

Twilight blinked and grimaced at having to explain. "She's... like you. A Changeling Queen."

"Like me? Where?!"

There was a hint of something in Instar's voice that Twilight didn't want to hear: excitement.

"She did some bad things and hurt a lot of ponies. She was punished."

"What's punished?"

"When ponies do bad things, they are not allowed to do things other ponies can. Chrysalis was..." Twilight closed her eyes. "She was turned to stone for what she did. It's wasn't nice to watch."

Instar could feel something that she had never felt before roll off of the mare: shame. She didn't like this feeling. It felt heavy, as if it weighed her down.

"Can I see?" she asked, leaning on the mare to try and help remove that feeling. "She is like me."

"I guess it would have come up at some point," Twilight mumbled. With a sigh, she nodded. "I'll take you soon. It's quite the journey to Canterlot, but I'm sure the Princess would let us stay at the Castle."

The pair reached the castle without much trouble and entered. Twilight took Instar up to her room, let go of the 'ling and wandered over to her writing desk. She picked up the book she had been reading through and opened it to the page her Celestia bookmark was sticking out of.

"Oh right, I stopped here..." she mumbled, glancing over to the Changeling that was jumping about on her bed. Her eyes skimmed over the title:

Changeling Breeding Habits

Thoughts

"I owe my life to that infuriating mare. If it weren't for her and that insufferably annoying happiness, I would still be within that mind prison. I wish I could rip her throat out to stop all that friendship talk, but I shall not, for she is like family." - Princess Chrysalis, forty second reunion interview.

It had been a tenuous three days since Twilight had taken Instar to meet her friends. Generally, Twilight had been dreading the trip to Canterlot for two main reasons. The first was that while Instar didn't know specifically what Chrysalis had done, she might a less than desirable reaction to the statue of Chrysalis, Cozy Glow and Tirek.

The second was that while the statue was created from the magic of two of the most powerful ponies to have ever existed, it was also created from Discord's chaos magic and she was practically terrified of the statue reacting in some way to Instar's presence.

Looking up from the floor, Twilight scanned the tiny train station nestled up beside Ponyville and sighed. Despite her reservations, she had agreed that Instar should see more of Equestria than the castle and Sugarcube corner.

She glanced beside her and couldn't help but give Instar a deadpan look upon seeing that she had transformed into a perfect copy of herself.

"Must you always copy me?" she asked, rolling her eyes.

"Yes?" Instar replied, grinning.

Twilight, for all of her intelligence and knowledge, still couldn't figure out how the Queen was able to soak up so much raw information so quickly. She had multiple theories, of course, but most of them simply revolved around Instar instinctively needing to, so she could infiltrate. Those theories never really sat right with her.

"I guess I can use this then!" she spoke, using her magic to unzip the duffle bag sat down beside the bench they were resting on.

Pulling out a light blue scarf, with frilly bits on the ends, she levitated it around Instar's neck and gently brushed it down with her hoof. "There. Now ponies can tell us apart," she began, shaking her head. "I would rather you not take my form, but if you must.

"How long will train take?" Instar asked, her lavender wings fluttering while she scooted closer, a hoof feeling the scarf. "Feed?"

Twilight flicked her eyes around, from glancing towards the track, to look at the Queen. "I fed you this morning. You can't be that hungry already."

"I," Instar started, opening her mouth, then shutting it with a shake of her head.

"What's wrong?" Twilight asked, placing a hoof on the mare's own. "You can tell me."

For the first time since Twilight had taken Instar into her home, the Queen looked worried. "I... I greedy. Sorry."

Twilight blinked and shook her head. "Instar," she whispered, scooting over so their sides brushed together. "Don't be. You're a growing Queen. My books say you need to keep up your reserves just in case of a growth spurt."

Instar didn't know what to say and simply resolved herself to lay there quietly with, what the ponies would call, her friend. Twilight was much more to her than that though. Instincts told her she was hers, in body and love, and while she could trust them, actively wanting to show how she felt was another story altogether.

Though, after a good ten minutes, the Queen dropped her disguise and allowed herself to lay against Twilight bare chitin against fur, with that scarf securely wrapped around her neck.

The train ride up towards Canterlot was, much uneventful. Not wanting too much attention, Twilight had opted to use a private carriage which Celestia had gifted her once she ascended to her Alicornhood as a way to not be hounded by ponies while she travelled.

"It's okay, 'Star," Twilight whispered, laying down on the floor. She stared up at the Queen who had her hooves planted firmly on either side of her head and barrel. "N-No pony will disturb us..."

Instar gazed down; her personality having changed completely as soon as Twilight had mentioned a feeding. Gone was the curious Queen and in her place was the Queen of the Changelings. Lifting her right hoof, she pressed it down on Twilight's chest and rubbed through her floof, their eyes connecting.

Twilight's cheeks began to darken as she felt the pull of her emotion. There was a noticeable mental pull towards the Queen, of Twilight's love draining away and leaving a pit within her mind. That pit didn't bother Twilight so much once the closest emotion began to fill it, expanding exponentially outwards and flooding her body with hormones.

Instar felt the new emotion flood her pony and lowered herself to gently kiss and nuzzle at Twilight's neck while happily chirping.

"Ah..." Twilight whimpered, biting her lip to stifle a moan.

Her body was shivering with pleasure. Every subtle movement of the Queen could be felt, and it was as if electricity was being zapped through her nerves. She didn't want it to end.

"I-Instar," she cooed, bringing her hooves up and holding the mare tight. "Dear Celestia..." she cried, arching her back.

Instar licked up the Alicorn's neck, then nibbled, eliciting a squeal of delight from the mare. While she enjoyed the feeding and, obviously, the food which came with it, she loved hearing the noises her Twilight would make. Each subtle change in tone and pitch was music to her ears and simply spurred her on to do more.

"Twilight like?" she whispered, pressing her body down completely and gazing into the mare's half-lidded, sultry eyes.

"Twilight very much like," the Alicorn purred, her hips bucking as her arousal drifted around the carriage.

"Who you want?" Instar asked, pressing her own hips down, only to hear and feel the wet plap of flesh.

With a gasp and a shudder, Twilight chewed on her lip and looked away, embarrassed.

"Who you want?" she asked, again, nudging Twilight's cheek forcefully. "Tell."

"B-Buck... me!" she moaned, dragging her hooves along Instar's chitin, which quickly burnt away in green fire, revealing a smirking Twilight above the Alicorn. "N-No... without wings." Another burst of fire and Twilight's own wings flared out beneath her in ecstasy. "Yes!"

The train pulled sluggishly into the station with the screech of brakes and the hiss of steam. It wasn't long before the doors to the carriages opened and ponies exited into the capital of Equestria, the crown jewel: Canterlot.

All carriages except one; the private carriage.

Inside, Twilight was cuddling up beside a slightly smaller, non-alicorn Twilight with a relaxed and horribly happy smile on her face. Even the blow of the conductor's whistle couldn't break the glow that was fallen over her. Unfortunately, the tap on the darkened window certainly did!

Jumping up, she gasped and shuddered as she felt the stickiness covering most of her body. Flaring her horn, she magicked her fluids off of herself, then again off of Instar, before stretching her wings and back.

"Star," she whispered, nuzzling the sleeping mare. "It's time to go."

Instar sighed and rolled off of the bench they had cuddled on, then rescinded her disguise. "You were delicious, Twilight," she whispered, giggling upon seeing the Alicorn's cheeks practically steaming from how hot they became.

"J-Just come on... silly Changeling..." Twilight mumbled, trotting towards the carriage door and levitating her duffel bag over.

Exiting the carriage, the pair were assaulted with the hustle and bustle of Canterlot station. As one of the major hubs of transportation within Equestria, all types of ponies, Gryphons and even Kirin filtered through the station, all packed in and making it hard to move without brushing up against another.

Instar looked around in awe at the scene she had just been brought into. She could feel so many different emotions. Love for family members leaving, sadness of a couple breaking up, anger of missing a train; all things that Twilight couldn't give her. While she didn't like the taste of some of the emotions, they were a new experience and one that the Queen was relishing.

Finding the Twilight had begun to pull away, she rushed forwards to keep up with the Alicorn and found herself being bumped around by the ponies that were pushing past her to make it to their train on time. She could tell that their anger was more directed at her personally and tried her best to not let herself be pushed around in the sea of ponies, at least until a lavender aura surrounded her and pulled her up and over to where Twilight was standing.

"Sorry about that..." Twilight said, rubbing her leg and giving a sheepish smile. "I'm used to Spike sitting on my back that I didn't realize you might have trouble with it."

Instar shook her head. "It okay, Twilight," she replied, before taking a look around. "So many emotion... but they don't like me."

Twilight winced and rubbed Instar's leg. "I'll tell you why, once we reach the castle gardens."

Exiting the station, the crowds thinned out considerably and allowed the pair to walk side by side towards the castle. As Twilight had suspected, plenty of ponies stared, whispered to each other, or openly glared at Instar. Thankfully none dared to do anything other than scoff due to a Princess being by the Queen's side.

All the while, Twilight kept her wing around Instar's barrel, making sure that her eyes were scanning around them for anything that might have been thrown. She could never be too careful, considering the history with Changelings Canterlot had built up.

Walking up to the palace gates, Twilight needed no introduction to the guards, but she found herself explaining who Instar was and why she was there. Even with Thorax having been an esteemed guest, the guards didn't seem happy to have the Changeling enter, but Twilight couldn't be barred entry and with a glare, they opened the gates for them.

"Sorry about that... ponies are still rather touchy nowadays," Twilight whispered, squeezing the Queen with her wing and feeling the rather impressive amount of love that she had drained.

"I like home better," Instar muttered, her ears folding down.

"Yeah... but we're nearly there. Then we have a meeting with a friend that I'm sure you'll be happy about."

Reaching the gardens, Twilight brought Instar through the hedge maze towards the centre, where the newest addition of Canterlot's statue collection resided. The centre of the maze was protected with numerous wards that ran along the luminescent, domed surface, many of which she had helped to design, to keep the trio of petrified villains inside, assuming they ever escaped their stone.

Placing her hoof on the surface, her magic pulsed and a doorway formed through the hoof-thick magic, allowing the pair to walk inside, before closing up once again.

"This is the loneliest place on the planet," Twilight muttered, looking around at the interior with a hint of sadness. "No sound, no ponies... nothing can get through those wards without a Princess's touch."

"I feel," Instar said, moving closer to the statue, confused. "I feel this one," she continued, placing her hoof to Chrysalis's own.

"Just one?" Twilight asked, standing beside her and looking up at the snarling form of the former Changeling Queen with a hint of worry. "You can't feel the others?"

Focusing on the other two, she blinked. "Weak. Faded."

Sighing in relief, that the other two were still alive, Twilight nodded. "Good."

Twilight looked down and let out a huff, drawing the attention of her friend. "This is Chrysalis," Twilight started, glancing to Instar. "She is... was a Changeling Queen. Just like you."

"She like me?"

"Very much so. I first met her years ago when," Twilight trailed off, but took a deep breath and continued. "When she attacked this city. Her army attacked and hurt a lot of innocent ponies." She could feel Instar's eyes staring at her and closed her own, retelling the story of Cadance and her brother's wedding. "That's why ponies don't like you... you remind them of what they went through. It might have been years ago, but many lost family members in that attack."

Instar tilted her head, trying to understand what Twilight meant, but it finally clicked, and she flicked her eyes up to Chrysalis. "She is bad?"

Twilight nodded.

"Am I bad?" Instar asked, looking back to Twilight, worried.

Twilight hastily shook her head. "No! Of course not! You're sweet and lovely and not bad at all."

"Why is she bad?"

"Well... because she attack-"

"No," the Queen interrupted, holding a hoof up. "Why is she bad?"

Twilight blinked, then realized what Instar meant. "Oh," she whispered, staring up at the statue and looking at it in a different light. "I... I don't know why she was bad."

Answers

"I'm happy that Chrysalis wasn't too broken up about the whole petrification. Though, I wasn't entirely sure if it was because I freed her or because Celestia didn't know... - Princess Twilight

Twilight Sparkle never really had the time to think about why Chrysalis had attacked as she was too busy fending off various other attacks as well as world-ending threats. Of course, she had the theory it was about love, the pure unadulterated love that flowed through Equestria, but once she had been stuck in the Changeling pod within Chrysalis's throne room, somehow that theory took a back seat.

But now that she had a chance to look over the statue that sat in front of her, she could see the utter hatred that was etched onto the Changeling's face. Chrysalis utterly despised her with all of her being and it showed. In her very last moments, the Queen lashed out at her.

This realisation froze her blood.

Twilight didn't hate the Queen, hell, she didn't even know much about her. She could have been a friend if only she had reached out and took Starlight's hoof.

Tearing herself away from those empty stone eyes, Twilight turned back to Instar who was gazing at the statue in thought.

"Is she my mother?" the Queen asked pointedly.

Twilight blinked and glanced between the statue and Instar with a little concern. "Oh, uh... No," she stated, shaking her head. "She was already put in stone before you arrived."

Instar kept her eyes on Chrysalis for a few, long, seconds before turning and walking away towards the luminescent barrier.

Stopping just short, Instar held a hoof up and looked it over, comparing it to Chrysalis's." Do I have a mother?" she asked, her voice low.

"I- You have me and the girls..." Twilight replied, trying her best to sidestep the obvious.

"Not what I asked."

Twilight blinked then sighed. Forgot she's a quick learner...

"No... It isn't," the Alicorn muttered, rubbing her leg awkwardly. "There's other Changelings, but no," she paused, letting it hang for a second. "You are the first Queen we've met since Chrysalis."

Instar could feel the beginnings of something new rise up within her: sadness. It was a vile, oozing feeling that threatened to swallow everything else within her. Only by pushing it down and thinking of what she had did she stop it from spilling out into the real world.

Twilight turned to look at Chrysalis once more, a frown appearing on her face as she wondered. Maybe... she thought, I'll need some Changeling help.

"We should go," she said, turning back to Instar. "We have a meeting to attend."

"Meeting with a friend?" Instar asked, staring back at her.

"Indeed. Someone I hope you'll like."

Truth be told, Twilight was extremely nervous about the meeting. The lasttime Thorax and a Queen were together in a room, they had nearly killed each other, so was it any surprise that there were added security posted outside the door.

Twilight had picked a lovely furnished guest meeting room for the three of them to talk which faced out towards the east, allowing the room to be illuminated with Celestia's bright summer light.

The room itself was furnished with only the essentials, such as an oak meeting table in the centre which was surrounded with several cushions to sit on, as well as various plants hanging or standing around the room to give colour to the otherwise plain, white walls.

Twilight and Instar had arrived first and sat down on one end of the table, an awkward silence filling the room while they waited. In reality, the awkwardness was from Twilight's side as Instar was just happy to see something other than Ponyville.

Instar could taste the Alicorn's nervousness and in turn wasn't sure what to say, considering it was her fault for making the mare like this.

"Twilight... would you like a feeding?" she asked, tilting her head upon seeing the mare's cheeks darken considerably. "You are always calmer after one."

"N- I don't think that would be-" Twilight said, only to be interrupted by the door opening.

Flicking her head over, Twilight rose up off her cushion and forced a wide smile upon seeing Thorax stride into the room, flanked by two of his guards.

"Thorax!" she gasped, cantering over with a grin.

"Twilight, it's good to see you again," he replied, reaching forward and pulling her into a tight hug. "How have yo-"

He cut himself off upon noticing Instar staring over at him from her cushion at the other end of the room.

"Instar..." he mumbled, pulling away from Twilight and beginning his walk over towards the Queen.

His guards and Twilight followed the king, his eyes focused only on the Queen.

Instar, on the other hoof, could feel her heart thumping in her chest as she gazed upon his brightly coloured chitin and long, curved horns. If she could blush, her cheeks would have been flushed crimson. Instead, her body settled with producing a Queen's pheromones instead.

Reaching Instar, Thorax stopped in front and took hoof before placing it against his neck in greeting. "It is a pleasure to make your acquaintance," he began, smiling. "I now see why Twilight wished for us to meet."

To Instar, his words were like honey mixed with Twilight's love. Intoxicating.

"Y-Yes..." she whispered back while the wings on her back buzzed.

Placing Instar's hoof down, Thorax turned to Twilight, who was staring at the pair. She now sported a deep flush across her face and a pair of ruffling wings upon her sides.

"She is young indeed. I doubt she even knows she's releasing her scent," he said, chuckling while glancing back to the pair of stallion guards who were having a hard time within their rigid armour.

"She- Ooh..." Twilight replied, shaking her head and squirming. After a second, she opted to simply sit down on the cool cushion and chew her bottom lip.

"Why isn't it affecting you?" she stammered, while thoughts and plans of her and Instar in the throne room, going at it like bunnies, popped into her head.

"It is," Thorax chuckled, noticing his guards slowly beginning to look up at him worried. "I'm simply more resistant to the effects."

Turning to the now confused Queen, Thorax smiled and lowered himself down to her level. "You'll make a fine Queen one day, Instar. But not with me," he whispered, brushing along the chittering Changelings cheek. "Close your eyes."

Instar leaned into the touch, purred and did as he asked.

"Now reach inside of yourself... To that part which is yet to show and calm it."

Instar thought she knew every part of herself, but she had just found something new, something within the deepest depths of her body that had been kept hidden until now. It was empty and aching to be filled, to be used, but she used Thorax's silky words to push past the need and calm herself.

"Good," Thorax laughed and placed his hoof on her shoulder. "You're a quick learner."

Finding herself decidedly calmer, Instar could look away from the other Changeling and could taste that Twilight and the guards were in various states of arousal.

"Was that me?" she asked, confused.

"Indeed," Thorax answered, chuckling. "Queens can produce a scent to entice a mate. It's very effective with ponies."

"Mate?" she asked, still confused.

"Has Twilight not taught you that?" he countered, suddenly concerned. Turning to the Alicorn, who looked ready to pounce across the table, he asked, "Are you not teaching her?"

Twilight, for the most part, tried to look a little sheepish, but couldn't help but gaze at Instar as if she was a first edition Star Swirl hardback. "Books in Changelings are limited..." she whispered, teleporting beside the Queen to nuzzle and lick at her cheek. "I don't have everything."

"and I can't be here all the time to teach her," Thorax muttered, watching Twilight nip at Instar, who giggled at the attention.

"I'm afraid to say it, but you'll need help," Thorax finally stated. "You'll have to de-petrify Chrysalis."

Now that got Twilight's attention.

She turned to Thorax with a concerned expression, despite her legs still wrapped around the Queen.

"She bad?" Instar asked, causing the other two to look down.

"Yes... But she's the only one that can teach you, well... Changeling stuff. There's just not enough reference material for me to teach you properly and Thorax has a kingdom to run," Twilight replied while softly nibbling along Instar's neck.

"I wouldn't say she's bad," Thorax spoke up. "She's more of- I guess she's misguided. Chrysalis was a kind ruler, but she changed suddenly before the wedding. She had a singular goal of gluttony and was never satisfied with any amount."

With a sigh, he shook his head. "A Changeling ruler's appearance changes based on their ideals; their purpose. Chrysalis didn't have holes before- she was smooth with an especially lovely mane, much like Instar's."

He then gestured to his own body, "Mine changed after I gave my love," then to Instar's, "I would assume she's quite passionate, judging from today."

"So... Chrysalis could be changed back? To how she was?" Twilight asked, a little hope welling up inside her.

"It could be possible. You'd have to find out what happened to her first," Thorax replied, nodding.

He turned his head at a chirp from one of his guards and nodded. "Looks like my time is up. I am needed elsewhere."

"Of course, thank you," Twilight said, smiling up at him.

"It was lovely seeing you, Twilight," he replied, before placing Instar's hoof to his neck once again. "I hope to visit your hive one day, Instar."

After a short trip to the royal infirmary to make sure that she, and the guards, weren't under the effects of the pheromones, Twilight had brought Instar back to the statue to start the process of de-petrifying the Changeling.

Looking up at the snarling mare, Twilight couldn't help but feel a pang of guilt at knowing that she could have done more. She should have made more time to look into why Chrysalis acted the way she did.

As the Princess of Friendship, it was my job... she thought, shaking her head.

Instar brushed up against Twilight and unfurled one translucent wing to wrap around her tight.

"Thanks, Instar," Twilight whispered, leaning against her. "There are things I could have done better," she said, sighing as she closed her eyes. "We reformed Discord, of all beings, but didn't even give a second thought to Chrysalis We just blasted her with the Elements."

Twilight lowered her head and dug at the ground while shame began to fill her.

"You help her now though?" Instar asked, nudging the mare with her muzzle. "Better late than never."

"Yeah, I guess so," Twilight replied, pulling her head back and leaning her head against Instar's own, their horns rubbing together. "I'll try my best to make her feel as welcome as I can. She'll need to teach you everything I can't."

Twilight parted from Instar and levitated the mare outside the dome. "Stay there. If anything goes wrong, the shield will protect you."

Turning back to the statue, she focused on Chrysalis and pointed her horn at her as it began to glow a harsh pink. "Come on..." she grunted, grimacing as she dug herself into the ground. The glow around her horn brightened until she had to close her eyes and even the pure radiance was filtering through, leaving stars in her eyes.

Ever so slowly, cracks began to appear around Chrysalis's hooves which then extended up her legs and over her barrel. With a cry, Twilight pulled her head up and unleashed her spell which flared out with a pulse that slammed against Chrysalis and shattered her stone prison! Both Twilight and Chrysalis were thrown back from the force of the blast, hitting opposite sides of the shield and slumping down to the dirt.

"Twilight!" Instar cried, hitting her hooves against the barrier frantically. She couldn't let her lesser get hurt anymore.

Mere minutes passed, but to the Queen it felt like an eternity of pacing and worrying, until Twilight let out a groan and began to pull herself off of the ground. Coughing, the mare wearily looked around and found Chrysalis still on the dirt directly opposite, behind the statue of Cozy and Tirek.

"Thank harmony they're still there," Twilight groaned, pressing a hoof to the barrier to let Instar through.

Instantly, the Queen threw herself at Twilight and pinned her to the ground using her nose to gently find and lick anywhere that seemed hurt. "Silly Twilight..." she stammered, finding her heart thump hard within her carapace as she nuzzled deep within her mane. "Don't scare like that."

"Sorry..." Twilight apologized, glancing back with a sheepish smile. "I think we should focus on the other Changeling though."

Instar let out a small huff but pulled away anyway to let Twilight up. As she did though, she leaned in and licked her cheek with a giggle.

Those That Need It Most

It wasn't often that Chrysalis managed to sit and have a chance to think. It was weird having her head all for herself and not having any drone chattering on about some report or, Elysium help her, some pony song which had been playing in an infiltrated town.

She was laying on her bed, gazing at the door which Twilight had retreated through barely a few minutes prior and for the first time in her life found herself unsure of what to do. She wasn't tired, nor was she hungry so the two main problems for a Queen were solved, leaving her with a dilemma.

The room, her room, which she had been left in was furnished with plenty of pony needs but none of what Chrysalis would actually want. While it may have been true that Chrysalis wasn't one to read, she had enjoyed a few classics in her time and considered herself a fan of the Daring-Do series, contrary to what her outward appearance might show.

Beside her bed sat a side-desk, upon which sat a mini-calendar and a small mechanical alarm. In the corner of the room, next to the window which overlooked Ponyville, stood a sturdy wooden desk which carried several books, parchment and writing instruments.

Chrysalis rolled over and stared at the parchment for what felt like the longest time before pushing herself off the bed and making her way over to her desk. Sitting down, her aura levitated a quill and inkwell over, placing them off to the side.

Dipping the quill into the ink, she paused for a second and took a deep breath to gather her thoughts. Her eyes slowly inched over towards the door once again, where a crack of light shone through the gap at the bottom. Turning back to the parchment, she pulled the quill from the ink, cleaned it then began writing.

"Twilight Sparkle.

I have no reservations about what I have done. This letter isn't me asking for forgiveness or your sympathy; this letter will be the last thing I write as a Queen and I know you would wish to question what this means, but please finish this letter first.

Instar is the rightful heir of my species and as much as I wish to fight the truth, I fear I am too old and weary to even try.

A Queen is only as good as those below her and I cannot bare larvae which would follow. The moment your Elements hit us, I felt it. My purpose as the progenitor of my race was forfeit.

I felt this would be an easier way of explaining to you why I agreed so fast. I'm sure you understand that talking openly was never my strength.

Chrysalis."

Placing the quill down in her shaky aura, the mare hastily blew across the ink as a deep well of fear bubbled up within her stomach. She quickly rolled the parchment up and licked across the edge to seal it up before rising from the desk and moving towards the door.

Chrysalis knew there wasn't any turning back now. Either she left the letter or Twilight would find her in the morning and it would be awkward for the both of them, which she knew neither of them would want. Swallowing her fear, she pulled the door open and stepped out into the hallway.

Twilight was insistent that she remained in her disguise, yet Chrysalis wasn’t exactly one to listen to rules. If Instar had fallen from the sky like she had claimed, then no disguise would be sufficient, especially not the one chosen. Still, the mare went along with it and wandered through the halls towards Twilight's room.

It wasn't especially hard to find, even with the winding crystal hallways, considering Chrysalis could sense Instar from across the castle.

As Chrysalis made her way around the last corner, she saw Instar pacing outside of Twilight's room and wandered over. The mare held a look of confusion which only grew once Chrysalis drew near.

"What is happening?" Instar asked, closing the gap and nuzzling under Chrysalis's chin and neck as she passed.

"What needs to happen," Chrysalis replied, smiling down at Instar. "Come... daughter," she began, finding her joints begin to ache. "Let's get you ready," she continued, walking back over, wrapping a wing over Instar's back and guiding her down the halls towards the basement.

"I'm sure you've felt your instincts to feed recently? They're your body telling you that you should molt and become a Queen," Chrysalis explained, squeezing her gently. "We'll go down to the warmest area and make a small nest for you."

The pair quickly made their way down into the dark and dank basement, Instar following closely behind. Descending into the darkness, Chrysalis glanced back to make sure the younger mare was there, before entering the boiler room. A hot wave of steam washed over the pair, along with the hiss of pressure as it was released.

"Ponies certainly enjoy their machines," Chrysalis muttered then gestured to the center of the room. "Alright," she began, standing in front of Instar. "Relax and take a deep breath. There's a sac inside you which creates our slime. It's what you will use to create your hive."

Instar did as she was told and took a breath, feeling about inside herself and coming across a heavy sac just behind her stomach. "It feels weird."

"It will at first," Chrysalis replied, moving to the side and gesturing to the wall next to her. "Look at the wall and try to force it out."

Instar glanced at Chrysalis with a nervous look, then to the wall as she tensed her stomach and began to flex muscles that she didn't know were there. Her throat tightened, her mouth watered, then a glob of thick, gooey slime shot out and splattered across the wall, leaving Instar to pant and wipe her chin. "It... it tastes bad..."

"Well, of course it does. It's not food," Chrysalis chuckled, moving closer and brushing Instar's mane. "It will regulate temperature so it's perfect for a nursery."

"Nursery?"

"It's the part of the hive where you'll lay your eggs and raise your children."

"Oh," Instar muttered, a smile appearing. "How?"

"How do you lay eggs? Well, I think we should get started on your hive and then show you."

Twilight grumbled as she pulled herself out of bed. While she'd normally enjoy sleeping in, this time was different on account of the apparently reformed villain sleeping down the hall from her.

Leaving her own room, her magic pulled her bed head up and into a small bun, letting several strands fall and frame her face. She let out a short yawn and noticed Starlight wander down the hall towards her.

"Ah, Twilight, there you are," the mare said, moving over to intercept and walk beside. "Where did you go yesterday? I was trying to find you."

"Oh, uh... I went up with Instar to speak with King Thorax," Twilight replied, unable to look her in the eyes.

"I see... Did you also bring Chrysalis back with you?"

"What?! No, of course no-" Twilight replied, a little too quick. Yet, she saw Starlight giving her a deadpan gaze. "Whatever gave you that- you saw her, didn't you?"

Starlight nodded, then sighed. "Indeed. She was cantering around as if she owned the place. Need I remind you what she's capable of?"

Twilight winced. "No... I know full well what she can do, but you didn't see her after I had de-petrified her. She looked like she had given up, Star. Instar needs a mentor that can help her grow," she continued, waving her hoof, "physically. I can't do that."

Starlight didn't seem as convinced as Twilight would have hoped. "Fine, on your head be it. But if she comes near my room, I won't be responsible for what I do."

Twilight sighed. "Okay... Just don't do anything rash," she asked, looking worried and stopping in front of Chrysalis's room. "She is still our guest while she's helping Instar. I'm sorry for not telling you..."

Several emotions flicked over Starlight's face, but anger was never one of them. It did settle on annoyance though and she looked away for a few seconds. "I understand why you did it but I expect to be told the Queen that tried to kill me multiple times would be living with us..."

"I know. I'll try to keep the surprises to a minimum from now on," Twilight replied. "Are we good?"

Starlight rolled her eyes. "Yeah, of course we're good, Twilight. We're friends, it's not like I'm going to explode over one little mess up."

Twilight smiled and rubbed the back of her neck, having been reminded suddenly of all the times she did exactly that. "Yeah, that would be silly... Anyway, this is her room, in case you wanted to avoid it; I don't know."

"Ah, right in the main corridor to my room I see."

"What? I didn't realise," Twilight squeaked, looking up and down the hall.

"Relax, Twi. I'm just teasing," Star chuckled, placing a hoof on the mare's shoulder. "I have work to get back to, so I'll see you around. Try to make sure they don't leave fluids everywhere, okay?" she asked, walking off down the hall.

"Hey, that was one time!" Twilight retorted, letting out a huff.

Seeing the laughing Starlight turn a corner, Twilight turned and reached up to knock on the door. "Chrysalis? Are you awake?" she called out. After receiving nothing for a few seconds, she felt her anxiety grow and took a chance.

Her magic turned the handle and Twilight entered Chrysalis's room. It looked unchanged aside from the candle on the side which had melted completely and the letter which sat on the bed.

"Chrysalis?" she called out once again, hoping the former Queen wouldn't jump out to scare her.

When she received no answer again, she levitated the letter off the bed and opened it up.

"Reservations... Forgiveness... Last thing..." she mumbled, reading through the letter as a black hole of guilt hit her, causing Twilight to lower herself to the floor. She could only hear the thumping of her heart as that moment of petrifying Chrysalis replayed over and over.

Rising up, she galloped out of the room and cast a tracking spell to try and find the Changeling. "Chrysalis, Instar?!" she called, sprinting down the halls. She hoped the worst wasn't hadn't happened yet.

With a sudden ping, she scraped her hooves along the crystal floor coming to a stop and rushed down another hallway towards her basement.

Coming to a stop, Twilight could see that a slight waft of steam emanating out of the darkness, only increasing her concern. "Instar?" she asked, taking hesitant steps down into the basement.

Yet, once she reached the bottom, Twilight found that it had changed. Instead of the smoothed stone walls, there was a thin layer of chitin covering every inch. Her hooves pressed down, finding it actually slightly easier to walk on than she remembered from Chrysalis's hive.

Slowly, she inched her way down the hallway towards the familiar boiler room. She could feel the temperature rise slightly, possibly due to the humidity, but it wasn't unbearable like she would have imagined.

The books and boxes which were stacked up had been moved out of the way, now neatly piled in the corner, clearly having been taken care of from the translucent carapace covering and keeping them safe from the humidity.

Standing in front of the door, Twilight swallowed her anxiety down and turned the handle in her magic and let the door swing open to reveal a moist, humid boiler room.

"Instar? Chrysalis?" she asked once again, her voice now slightly holding a quiver.

Much like the hallway, the boiler room was covered in Changeling goop and chitin, only thicker. A pit had been dug in the corner, beside the boiler, next to which a bed of sorts was constructed out of a spongy substance. The wall on the other side of the room had been dug out and expanded with a doorway and another room.

"Twilight!" Instar gasped from the other room, before rushing out and over to Twilight. "Sorry for not waking up with you," she chirped, nuzzling under the mare's neck as she buzzed her wings.

"Looks like somepony has her in a tight leash."

Twilight turned her attention to Chrysalis, who was climbing out of the hole in the wall.

"What? Were you worried about little old me?" Chrysalis asked, chuckling as she wandered over. "I've never tasted so much worry from one little pony," she teased while watching Instar nuzzle and nip at the mare. "You'll make me blush if you keep it up."

"I... I thought..."

"I may not be able to lay eggs anymore but that doesn't mean I can't help Instar. Changelings are nothing but adaptable and as such I have resigned myself to be her nursery caretaker," Chrysalis explained, gesturing to the lack of the crown on the top of her head.

"Chrys is nice," Instar purred and clicked, rubbing herself over Twilight. "She's taught me so much!"

"I told you to use my full name," the Changeling stated, annoyance obvious in her tone. "But yes. She was lacking much information about our internal functions." Chrysalis gestured to Instar, "Show Twilight something you'd think she'd like."

Instar looked over and nodded. "Mhm!" she replied, then with a quick giggle she closed her eyes and focused inside of herself. She forced her magic up and let it fizzle over her lips, feeling them tingle.

The effect was immediate as Twilight's confused expression changed into one of worry as her cheeks darkened and she finally noticed Instar's soft, tasty looking lips.

She knew it was Changeling magic, and it took all of her Alicorn strength to hold herself back and not pounce the mare and indulge herself.

Quickly though, Instar pushed her magic back down, allowing Twilight a respite. "Did you like it?" she asked, leaning in and nuzzling up Twilight's neck, causing her to shiver.

Twilight's cheeks were flushed crimson, her tail was twitching and the familiar feeling of embarrassment was known to all of them. "It's... wow..." she muttered, unable to look towards Chrysalis.

Chrysalis giggled. "Aw, don't be so embarrassed. It is my job to get you two to make live eggs after all."

"Wait, what?" Twilight replied, her brain rebooting into scientist mode. "I thought you didn't need anypony else to make eggs?"

"We don't, at least for generic drones, but for live Princesses..."

"Chrys said we'd need to feed. A lot!"

"Oh," Twilight squeaked, feeling Instar nip at her neck.

Trials and Tribulations

"Oh," Twilight squeaked, feeling Instar nip at her neck.

"Indeed. I would have put it a little more delicate than that, but yes. Feeding is the easiest way for a Changeling Queen to gather emotional material," Chrysalis stated, huffing at the nickname.

With Instar still nuzzling, brushing and generally doting on her, Twilight nibbled on her bottom lip as she asked, partially embarrassed, "Did you ever... gather material from my brother?"

Chrysalis let out a short chortle, then full blown laughter at such a question. "Oh goodness no. I wouldn't have wished for anypony to have his short-sightedness," she replied, gathering her breath. "Uh, no offense meant, of course."

Twilight simply stared at her with a deadpan gaze. "Clearly." With that, she finally turned to gently nuzzle Instar back, allowing just a modicum of affection to pass between them and causing the Queen to squeal with happiness.

"She really relishes anything you give her," Chrysalis pointed out, a warm smile adorning her face.

Twilight noticed, but decided that it probably wasn't the best time to tease the former Queen and simply rubbed her own leg. "So, uh... is it anything special, or what we've done before?" she asked, unsure of what to do next.

Chrysalis blinked, then chuckled as she quickly closed the boiler-room door with her magic. "Oh, nothing special... just more affection from both sides. So more touching, nuzzling. That sort of thing."

"Chrys said she'll tell me what to do when we start," Instar added, smiling wide, then looking to Chrysalis. "You will stay, right?" she asked, her wings buzzing.

"Of course, daughter," the Changeling replied, momentarily forgetting Twilight was there. Her cheeks flushed crimson and she glanced to her.

Twilight raised her brow, then smirked. "Daughter, eh?" she teased. "Is the big bad Chrysalis getting a little soft after de-stoned?"

"Don't be silly," Chrysalis groaned, looking away. "I am older, thus that makes me her mother. Simple reasoning."

"Well, obviously," Twilight said, deciding to ease off on the mare. "My apologies if I made you uncomfortable, Chrysalis," she said, turning to Instar and brushing herself against her. "This is new for me and I wouldn't wi-"

"Oh just feed already," Chrysalis interrupted, rolling her eyes. "I don't need some soppy Pony apology. I forgive you, alright!"

Twilight was taken aback by the mare and quickly nodded. "Oh, uh- of course," she said, looking around. "Wait, you're not going to watch? Like, watch watch... are you?"

It was now Chrysalis's turn to smirk as she leaned down. "How else am I going to teach her?" she purred, having moved around to whisper into Twilight's ear. "I myself would just love to intimately watch a proper feeding by another queen."

The Alicorn's cheeks were already burning even before Instar had done anything. "If, uh... you talk, you're out. Understand?" Twilight threatened.

"Your castle, your rules, mistress," Chrysalis teased, backing up.

Twilight frowned over at the mare, then turned to Instar. "Uh, where did you want to- oh, okay," she squeaked, suddenly being pulled by the Queen over towards the softer, sponge 'nest'.

"Here is perfect," Instar said, her voice upbeat as ever while pulling Twilight onto the bed with a giggle.

Once Twilight was laying next to her, Instar began to gently brush her hoof down Twilight's side and over her her wing causing it to twitch and ruffle up. At the same time, she couldn't help but feel deep within herself and allow a pinch of her pheromones to leak out while her link with Twilight formed, suctioning the base emotion of love from her.

The effect was immediate once Twilight took a breath of those painfully sweet pheromones. She felt her heart thump harder within her chest and her frogs grow sweaty. Her tail twitched at first, but quickly pulled itself up as she nuzzled Instar back, clearly having been persuaded.

"Instar," Twilight whispered breathlessly and nipped the mare's neck, causing her to gasp and shudder. "That's, ngh, cheating..."

Instar rolled onto her back and bit her lip as Twilight climbed on top. "I'm the Queen," she giggled, rubbing her hoof through Twilight's chest-floof. "Say thank you," she ordered as Twilight licked, nipped and kissed her neck.

That gave Twilight pause, if only for a second, when she heard that command. It wasn't a hard choice though as the pheromones and the feeding wore away any resistance that she might have had.

"Thank you, Instar," she whispered, hiding her flushed face with Instar's mane at the feeling of finding herself submitting to the Queen.

Instar felt a rush of emotion flood through her and she let out a gasp not expecting it. She could feel Twilight's link deepening merely from those three words and brought her hooves up to brush through the mare's mane. "My Twilight," she whispered, pulling more of that love from her to ever deepen that void which must be filled.

Twilight heavily panted as she flopped over onto her back and crawled back up the bed, her face and mane covered in Changeling 'fluids'. She hoped that she was good enough for the Queen, the bond they shared causing her to instinctively care for the mare on all levels.

Instar laid there, her mane tangled with the worst case of bed head and a heavily satisfied grin on her face. She let out a short, happy, squeal and rolled over to cuddle up to Twilight.

"You were great," she giggled, licking Twilight's muzzle then looking over to Chrysalis who was laying off to the side, idly looking through 'Dr Hard Cover's Changeling Specifics'. "Right, Chrys?"

Chrysalis looked over with an unamused stare. "Oh? You're done? I had stopped paying attention after the fourth hour," she muttered. "At least I don't notice the smell anymore."

Twilight was both too exhausted to care about the teasing as well as happy that she was useful to Instar.

"I assume you'll make the eggs?" she asked, her legs holding onto Instar, wanting to show some more affection.

"Yes, once the pheromones have worn off. Any excess emotion while the eggs are forming will damage them," Chrysalis explained. "Besides, you look pleasantly happy like that, Twilight," she laughed, looking back to the book. "Save a little food for me, won't you, Instar?"

"Of course!" Instar replied, leaning back down to nuzzle and lick Twilight's cheek. "My Twilight," she sighed, gazing down at her. "Thank you for saving Chrysalis."

There was a slight confusion, but Twilight realised. "Oh, well... I didn't have enough data to properly take care of you and that includes your reproductive cycle- I'm mumbling, aren't I?"

"Yes."

"Okay, ill just stop talking now."

Just then, the door squeaked open and Starlight peeked her head in. "Twilight?" she asked, before quickly scrunching her muzzle up. "By Celestia's beard! What is that- oh," she muttered, looking over and finding the pair laying there. "Oh my..."

Chrysalis looked up from the bed and raised her brow. "Oh. It's you," she said, feeling the intense anger towards her. "I'm supposed to be learning how to make friends. So, I forgive you," she added, having pushed herself up and moving over to the door, her magic pulling it open.

Starlight's eyes widened at the sight of the Changeling and she teleported next to the bed. "You! Stay away from me, you evil bi-"

"Woah; language," Chrysalis interrupted, looking shocked as she placed a hoof on her chest. "Hearing such things out of you, why I never."

Twilight groaned and pushed herself up and off the bed. "Stop it, you two. Starlight, Chrysalis said she wants to learn but it's only the first day, so give her some time to settle in," she asked, then turned to the 'ling. "Chrysalis, can you try to be a little nicer."

Chrysalis sighed. "Of course. Anything for you, mistress."

"I told you not to make it weird," Twilight huffed, causing Chrysalis to giggle.

"Okay, okay... I couldn't help myself. I'll be nice as long as she doesn't try to murder me."

Starlight grumbled under her breath and shrugged, staring daggers at Chrysalis. "You're one to speak... but I'll try... "

"Great," Twilight cheered, nodding to herself and not noticing Starlight look. "Now, shall we get something to eat?"

"Smells like you've already eaten," Starlight muttered, to which Chrysalis chuckled.

"I've never seen Twilight so eager to do anything," Chrysalis teased, waving her hoof. "Must be the Alicorn endurance."

Even Instar chimed in and pounced into Twilight's back. "My Twilight made me see stars!"

The mare in the middle squeaked and found her face sizzle crimson. "It's... not like that!" she huffed, hiding her face behind her wings. "Why can't you tease each other..." she groaned.

The group eventually retired up and into the castle proper for Twilight to get washed, Starlight to cook herself some lunch and for Instar and Chrysalis to spend some time outside of their makeshift hive.

Chrysalis and Instar had make a temporary space inside of the Throne room, having vomited up a little bit of their slime to cover one of the corners for their convenience.

"Okay, so," Chrysalis began, laying on the floor and opening her wings out. "Your wings are one of your best tools as a Queen. Unfold them," she ordered.

Instar glanced back at her folded up wings and focused, allowing them to unfold and spread out to show off their pristine state. Quickly, she turned back with her attention fully on the other mare.

"Good. Now, your wings are not only useful for flying. They can, in addition to your pheromones, quickly order your drones and hive about; like so," Chrysalis stated, buzzing her wings in a series of starts and stops.

Instar watched carefully and copied the buzzing, trying to emulate the motions. But finding them sluggish. "They feel weak."

Chrysalis smiled as her horn lit up. Her magical touch gently brushed Instar's mane back behind an ear before she knew what she was doing and shook her head. " I doubt you've really flown much since you arrived," she said, trying to move on. "Speaking of which... My queen, where did you come from?"

Instar blinked and felt her lips curl into a warm smile simply from those words Chrysalis had chosen to say. "My Twilight says I fell from the sky in a meteorite," she softly replied. "I'm glad I landed here."

Chrysalis stared at Instar, then looked over to Twilight's Throne. While she knew she should be annoyed at so many things Twilight had done to her... She just couldn't bring herself to be. In that anger's place was nothing but gratitude. Gratitude at being given another chance to be free. "Yes. So am I, my Queen."

Instar then returned to buzzing her gossamer wings. "Can you help me fly?" she asked, focusing on trying to keep her wings buzzing.

"Of course, my Queen. I would love to."

Just then, Starlight pushed open the door to the room and wandered in. Floating beside her were a few books which she had gone to collect from the basement. Upon seeing the pair, and the now transformed corner, she grimaced.

"I would have thought you two would like somewhere quiet to cook up another plan to take over the town?" she scoffed, wandering over to Twilight's throne and sitting down. She leaned back and laid her back hooves on the map.

Quickly, she flipped open the book and used her hoof to flip the pages, nonchalantly looking through a boom about Changeling Physiology.

Chrysalis frowned and pushed herself to her hooves. Walking over, the mare couldn't help but smirk when she detected Starlight's emotions. "Are you so petty? I gave Twilight my word that I wouldn't do anything and I intend to keep it."

Starlight slammed the book closed, pulled her legs down and looked over. "Oh no. Don't put this on me. You're the one that tried to kill me, three times, or did you forget that bit of information when you're pretending to be all goody?"

"How dare you," Chrysalis growled, narrowing her eyes. "I did what I did because I had to. Have you ever known what it's like to starve, Starlight?"

"Well, no-"

"Of course you haven't," Chrysalis interrupted, huffing, "because you're a pony. Because your kind want for nothing," she continued, her anger rising, even as Instar got up and moved over to brush against her leg. "I bet you never even wondered why I did what I did?"

"Well-"

"My hive was starving!" she explained, clenching her eyes shut. "The feeling of my children, my own Princesses, killing themselves as they gave me their last morsel of love... It changed me."

Instar flattered her ears and simply nuzzled against Chrysalis, not knowing what to do.

Chrysalis looked down and away from Starlight, who by now was simply sitting there trying to keep tears from forming.

"You were forgiven for what you did, Starlight. You get to move on. Try to remember that."

Second Impressions

Twilight gazed down upon the prone form of Chrysalis as a guilty expression found its way onto her face. Even now, in the Queen's most vulnerable state, she couldn't help but inadvertantly hurt the mare. Her eyes travelled over Chrysalis's body, taking in every crease and hole within her carapace that hadn't healed from their fight over a year back.

Instar brushed up against Twilight as she leaned down and took a step closer to appraise the larger Changeling. She sniffed the air, her wings buzzing as she did, then took another step closer while letting out a chirp.

Twilight thought to pull Instar back, to keep her safe, but went with keeping her magic at the ready in case Chrysalis attacked instead.

Instar closed in on Chrysalis, stalking around the mare and taking her in from all the angles the former Queen allowed. Having circled the mare and having drunk in her visage, she reached out and pressed a hoof against Chrysalis's shoulder, a perplexed look growing on her face.

For a few tentative moments, neither of them moved or breathed as Chrysalis stirred. The Changeling let out a wheezing choke as her glazed eyes opened up. It took a second for them to focus and then lazily shift over to the curious Changeling standing over her. Despite the situation she seemed to be in, Chrysalis made no attempt to move, although she did give a wheezing chuckle.

"This is a strange surprise," she whispered, the corners of her lips curling subtly until she noticed Twilight standing behind the Changeling. "I should have guessed," she coughed. "I assume Celestia sent you to remove the tacky statue?"

Twilight took a single step to the side to show Chrysalis the intact statue. "If I was going to remove you, I wouldn't have let you out, now would I?" she asked, raising a brow. "There's easier ways to swat a fly."

"Getting touchy in your old age I see..." Chrysalis joked, pulling a hoof under herself and leaning up. "How long was I in there for? A hundred years, two hundred?"

"One."

"Only one?" Chrysalis mumbled, looking surprised. "Why am I out?" she continued, until Instar nuzzled up against her chest, knocking her onto her side. "You... she's a Queen," she whispered, staring at Instar, then over to Twilight. "How is there another Queen?!"

"First off, her name is Instar-"

"I know her name!" Chrysalis hissed, then coughed into her hoof. "I was the only Queen. My line died with me..."

Closing her eyes, Twilight placed a hoof on her chest and took a deep breath to calm herself. "The Elements of Harmony sent her. She's the reason I de-petrified you."

Chrysalis took no notice of Twilight's words as soon as Instar cuddled up against her. A multitude of emotions flashed over her face, but eventually settled on a calm, but confused smile. "She's young," she gently whispered, as if trying not to disturn the settling mare while holding onto her. "Not even a single molt yet."

Twilight had never heard Chrysalis speak so softly before and could scarcely believe her eyes. Here she was, one of the worst villains that had walked Equestria gently holding onto what amounted to a filly.

"Less than a week old, chronologically anyway," she stated, taking a single step closer and laying down. "Thora-" she started, but cut herself off with a sharp glare.

"Don't speak that traitor's name to me," Chrysalis hissed. The effect was lessened by her volume, but Twilight still felt the venom the words held.

"The King agreed that I take you out. Instar needs some guidance, from both you and I."

The Queen's gaze softened and she looked down to the Changeling nuzzled up to her. "Will you stick me back in there if I decline?" she asked as she stroked the mare's mane with her hoof.

Twilight moved her gaze down to the grass and frowned. She didn't even know if she could put her back in the statue, plus it would most likely take the other princesses to do it and Twilight didn't think she'd necessarily want to show them what she had done.

Looking back up to meet Chrysalis's stare, she shook her head. "No. You won't be petrified if you decline. But we can't let you go. Most likely course of action would be a proper trial."

Chrysalis stared down at Instar for what felt like the longest time and quickly felt something that had been lost well up within her. "She feels well fed," the Queen muttered, trying to deflect as she ignored Twilight's gaze. "I- I will do as you ask."

A wide smile appeared on Twilight's lips but before she could speak Chrysalis held a hoof up.

"On one condition."

Twilight frowned, but was still giddy. "As long as it's reasonable, then I shall try to meet it."

"I wish to feed," Chrysalis said, much to Twilight's unease. "On you."

Twilight blinked and grimaced, realising what would entail. "Uh, I... I don't think that's a good idea," she replied, rising up and taking a sheepish step back.

"Oh, but why not?" Chrysalis sang, before wiggling her brows. "I'm sure you taste simply delectable."

"You know why!" Twilight groaned, sticking her tongue out in mock disgust, despite the colour filling her cheeks. "Why me anyway? I could bring a guard for you to feed on."

Hearing that, Chrysalis frowned and tilted her head in confusion. "Don't get me wrong, Twilight, I know I did some bad things... But to refuse so harshly," she said, trailing off and sounding hurt. "Am I truly so horrendous that you won't even feed your lesser?"

Twilight glanced back over conflict evident on her face. "I," she began, letting out a sigh. "Fine! If you must. But only a little bit," she said, moving closer and laying close to Chrysalis.

Instar's ears had perked up as she listened to the two, eager to get this feeding underway. As soon as Twilight laid down, the young Queen began to suckle up little bits of Twilight's tender love, leaving the majority for the hurt Chrysalis.

As soon as Chrysalis tasted Twilight's love, she had to hold back an uncharacteristic squeal of delight at the sheer taste and purity. She had never gotten around tasting the Alicorn back when she had captured Ponyville, and clearly it was a mistake she severely regretted.

With a gasp, Twilight felt her love drain and arousal flood in to fill the gap. Her cheeks flushed a deep crimson and she averted her eyes away from Chrysalis, somehow finding herself embarrassed despite it being the Queen's idea.

"You taste... delectable," Chrysalis whispered, finding her strength returning. With a grunt, she pushed herself off the ground and brushed off the remaining shards of stone from her carapace before stretching her body out as the link from Twilight to herself continued.

The Princess let out a choked moan and found her tail rising up while she grew hot and bothered. "T-That's enough, Chrysalis..." she whispered, her horn glowing softly as a translucent dome appeared around her to cut off their connection.

The Changeling tilted her head slightly, then pressed a hoof to the dome with a chuckle. "Oh, Princess. So easy to rile up," she purred, still seeing those flushed cheeks. "I shall do as you command and look after young Instar."

"You'll live with us?" Instar asked, wrapping a hoof around Chrysalis's leg to hold.

With a hum, the Changeling rubbed her chin in thought. "I guess I will have to. I doubt her majesty will allow me to dig out my own home somewhere."

"There's plenty of space for you in my Castle, Chrysalis," Twilight mumbled, lowering her magical dome, only for Instar to rush over and nuzzle up against her neck with a purr.

"Seems someone's bonded, and with such a young one as well. Scandalous," Chrysalis teased. "You are full of surprises, Sparkle."

"Ah... Instar," Twilight mumbled as instar nipped at her neck.

Chrysalis took a look around and frowned. "I assume that by the lack of guards, neither Celestia nor Luna know of this?" she asked, returned her gaze to the Princess, who grimaced.

"Uh, no... I haven't really gotten around to telling them yet," she answered. "It's been a little hectic and honestly I think make some decisions for once."

"Oh? Little Sparkler thinks she's a big Princess? Give it a few more years and you might even usurp the thrones," Chrysalis chuckled, bursting into green hellfire and appearing as Celestia.

"No, please don't lock us in the moon!" she cried, holding a hoof up to her forehead as she swooned. "How we've failed you, my faithful student!"

Twilight simply deadpanned, then rolled her eyes. "Celestia doesn't even sound like that. Besides, if I ever were to do such a thing, the moon can be escaped from."

Celestia blinked raised a brow. "Oh? So you have thought about it?"

"Of course," Twilight stated rather casually. "After seeing multiple realities, I had plans drawn up for plenty of possible outcomes."

"Fascinating..."

"But this is getting off topic," Twilight said, shaking her head and letting out a sigh. "The plan for us is that you come back to Ponyville with us. Live in the castle and teach Instar how to be a Queen. I will help her integrate into Pony society in a way that doesn't end with her being petrified."

Celestia, at least, had the feeling to look a little guilty about that. "That would be the worst outcome for all involved," she agreed. "Now, for a disguise that would actually work," she wondered, grinning down at Twilight.

With another flash, the tall regal mare was gone and in her place stood a copy of Instar, though her mane had darkened with a light shade of green having highlighted her tips.

"Huh... Guess Queens can't copy Queens..." Chrysalis said, humming. "Not to worry. Just say we're sisters or something."

Twilight stared at the casualness that Chrysalis held and found a slight smile appearing. She was beginning to find it a little refreshing that somepony, other than Discord, was acting so casual around her.

Sure, her friends didn't care, but everypony else held a barrier that had gone up the moment she became a princess which stopped them from speaking their mind.

She idly squeezed the Queen that had snuggled under her legs then smiled down at her.

"Best we head off then?" Chrysalis asked. "Unless you want to feed us some more?"

"I expected it to be larger," Chrysalis chuckled as she gazed up at Twilight's Castle. "I've really only seen the throne room, so maybe it's bigger in the inside?" she asked, looking over to Twilight with a curious expression.

"Yes, when you captured the town," Twilight grumbled, narrowing her eyes at the Changeling and receiving a roll of her eyes in return. "And partially. There's a small Dimensional shift spell woven into the crystal.'

"Oh please. What's a little foalnapping between friends."

"You think we're friends? Don't be so naive. You nearly kill the planet, by locking the Princesses up and ushering in eternal winter, and you expect us to be friends?" Twilight hissed, glaring at her while Instar hid behind her.

"Well... Isn't that what you do when you try to reform others?" Chrysalis asked, a hint of hesitation now from seeing Twilight actually acting serious. "Discord practically tore reality apart. I was pulling cotton candy out of places I didn't know I had!"

That took some of the wind out of Twilight's sails and she reluctantly backed down. "I will admit, I start with with the intention of reforming you. Even releasing you was more of a spur of the moment thing. But, if you wish to learn, I'd be happy to teach you."

With that, Twilight held her hoof out towards Chrysalis, who eyed it suspiciously.

"No catch?" Chrysalis asked, weary. "What about Cozy and Tirek? Will they get the same level of trust as I?"

Twilight pulled her hoof back ever so slightly and thought about it. "Cozy... Yes. She'll need more specific help than I can provide. Tirek is too dangerous to be let out; surely even you can see that?"

"Well, sure he's egotistical and maybe a little unhinged-"

"He can steal magic from anypony and he's a sociopath that has simply no remorse for life!"

"Well... I guess. Though he did care for Cozy, in a strange way," Chrysalis said, sighing. "Actually we both did..."

"You know she's an adult, right?" Twilight asked, a small smile starting to grow on her face.

"Wait, what?"

"Yeah, Cozy is actually slightly older than me."

Chrysalis blinked, then stuck her tongue out at the Princess while she grimaced. "Ugh... I read her bedtime stories!"

Twilight held her hoof out again and wiggled it while giggling. "Again, if you want to learn, I'll teach you."

The Queen huffed a little, then hesitantly took that hoof and shook it. "Yes, Mistress."

"Why did you have to make it weird," Twilight groaned as she let go and walked towards her castle, with Instar following along while giving her a weird look.