A Change in Strategy

by Cogni Gears

Rating: mature
Tags: My Little Pony: Friendship is Magic, Main 6, Changelings, Porn, Fetish, Queen Chrysalis, Sex
Length: 37132

After the changelings were rebuffed at the Royal wedding in Canterlot, Chrysalis decides that perhaps an even subtler approach is needed.

After the changelings were rebuffed at the Royal wedding in Canterlot, Chrysalis decides that perhaps an even subtler approach is needed.

With the greatest limited autonomous thinkers in the Hive, she creates a new breed of swarmling. Something that has not been done in hundreds of years. More devious, more powerful, and far more perverse, this breed of changeling will excel where others have failed.

And priority number one? The idyllic town of Ponyville, and the idiotic Elements of Harmony.

Published 2023-12-15 05:10:00 UTC
Last updated 2024-11-07 00:30:59 UTC

Chapter 1: A Fresh Start

Stratus Fairweather sat comfortably in the cloth covered seat of the train, her wings tucked primly behind her. The afternoon sunlight streamed in from windows all around her, warming her usually chilly back legs. An autumnal breeze floated through the cabin, aided by the hot chocolate and pumpkin cake being served by the service ponies. Beside Stratus sat a large brown suitcase absolutely packed to the brim with traveling gear. The box was covered in stickers from all over the world, though there were of course some places she hadn't visited...

She took out a hoofkerchief and coughed into it softly, then sniffled. Hopefully not all of Ponyville would be so full of pollen as the forest on the ride over was.

Stratus sipped at some hot chocolate and nibbled at a biscuit, barely able to contain her nervousness and excitement as her final destination drew closer and closer. She was a slender pony, with longer and thinner legs than even other Pegassi her age. Her coat was a creamy yellow, topped with a rough golden shock of hair that glimmered and gleamed, and was styled quite fashionably. Cut short at the sides, left loose to grow long and curling at the top, it was a perfect compliment to the dark eyeshadow she had applied around violet eyes. Her lips were faintly glossed a light lavender shade that she particularly enjoyed from the Sheep lands of Baarabia. She'd noticed several sideways glances from the mares and stallions on the train, and the thought of them admiring her handiwork gave her a slight confident smirk. She may not be as hale and hearty as she was as a filly, but she still knew how to draw the eye.

"Next stop, Ponyville!" a voice called over the crackling announcement system, "Next stop, Ponyville!"

Not many people rose at this call, which Stratus found odd. This was Ponyville, home to the elements of harmony! Couldn't the ponies here see that this was a major opportunity? That this place would soon become one of the centers of the world?

She shook her head as she stood awkwardly and stretched her delicate wings. They had quite the wingspan, nearly to that of an Alicorn's, unfortunately that was more of a detriment than a compliment to her these days.

As she stood, her long legs wobbled slightly and she had to catch herself on the edge of her small booth table, breathing hard. Several ponies looked up, concerned, but she had straightened herself out before they could offer to help.

Come on, Fairweather, she thought sternly to herself, you can do this. Today's a big day, don't screw it up.

She felt the pull on her guts as the train began to slow and moved towards on of the exits with her overloaded suitcase trundling along behind her. The doors slid open, and she stepped out into a new world.

The sun blinded her for a moment, but when her eyes cleared the sight was beautiful. A quaint, rural town awaited her. A few buildings here and there, mostly arrayed down a central road. Most were colorful, with bright primary colors, likely matching the owner's, being a common theme. Banners and streamers hung from every streetlight and frame, adding depth and variety, and seemingly advertising all manner of things. One stood out to her in particular though.

"Welcome to Ponyville, Strat!"

It was a big white banner with lettering painted sloppily in bright pink. And it was hung right over the train station entrance.

"You Stratus?" an old stallion sitting on a bench in the station asked her.

She blinked in shock. Where she was from nobody just spoke to her randomly on the street, and certainly not fresh off a train. Then again, she was from a much larger town than Ponyville... she should probably get used to this.

"Um, yes! That's me! Owner of Fairweather Flarket!" She said in her best "please come to my store" voice.

The old stallion with a brown coat and greying mane smiled slightly, "Well then, let me be the first to-"

"WELCOME TO PONYVILLE!!!" an energetic, loud, and surprisingly squeaky voice boomed at Stratus from out of nowhere. The slender pegassus half jumped out of her own skin before whipping around to see who had yelled that.

A pink pony, with even pinker hair, and bright baby blue eyes was smiling enormously at her. The eyes turned sharp and the mare's face dipped into a frown as she eyed the elderly stallion, "Not today old man. I got up early."

The pony merely chuckled to himself and flipped open a newspaper he had set on his lap.

The pink mare's eyes snapped back to Stratus, and she began bouncing up and down on all four hooves in excitement, even making little boink boink boink noises.

Suddenly Stratus' brain slapped all the pieces together and she gasped, "Oh my- you're Pinkie Pie!"

"Yaaaaaaaayy!" Pinkie shouted for joy and leapt into the air, producing several spouts of confetti and pyrotechnics that Stratus hadn't seen before, "You already know who I am!"

Stratus blinked, "I mean... of course I do! You're a hero! You stopped Nightmare Moon and saved Canterlot from the Changelings! Well, you and the other Elements of Harmony."

Stratus looked around, suddenly panicking, "They're not here too, are they? Oh gosh, I wore my travel makeup I didn't think-"

"Pfff, nah," Pinkie said nonchalantly, "They're all super busy. Twilight's still dealing with wedding stuff, Applejack's preparing for a family thing, Rainbow Dash is... probably asleep. Anyway, I just really love love LOVE to welcome everypony I can to the town!"

Stratus wondered how the little pink earth pony, who was nearly a head and shoulders shorter than her, had so much energy. She was still bouncing.

"Well thank you very much Pinkie Pie! I appreciate that a lot!" Stratus said with a genuine smile.

Pinkie's face brightened further. Literally, her whole face began to shine.

"That's GREAT! You're welcome party is this afternoon and EVERYONE is going to be there! You'll love it!"

Stratus blanched, "A- uh... a welcoming p-party?"

Pinkie nodded rapidly, "Mhmm, mhmm, mhmm!!"

"Oh," Stratus said, some of her starstruck joy fading into dread, "thank you so much for putting thought and effort into that Miss Pinkie Pie, but-"

"Just call me Pinkie, new friend!" Pinkie said.

Stratus blinked, "Um, alright. Thank you, Pinkie, for the offer but I really don't do well with crowds. Would it maybe be possible to, I don't know, introduce me to everyone in small groups over periods of time?"

Pinkie visibly deflated, "Oh. Why?"

Stratus scratched her head awkwardly and was suddenly and uncomfortably aware that they were both still standing in plain view on the train platform.

"It's just... a thing I've had since I was a kid. I get faint, sometimes pass out, it's not good. I try to avoid crowds when I can. Up to a certain number, like 10, is fine, but a whole town's worth?" she shuddered, "I'd collapse in minutes."

Pinkie's faced scrunched up. Not in anger, like Stratus was worried about, but in Party Planning Ponycentration (TM) as she tried to determine how to give her new friend the best welcome party possible!

"Okay, new plan," Pinkie said, "How about just the ponies you'll be working with at first while you're here? You run a shop, right? You're bound to meet everypony eventually! And this way you can still have cake!"

Stratus smiled brightly with relief, "Thanks, Pinkie, that means a lot to me."

Pinkie nodded, "Yeah, well, I've learned a few things about giving people the wrong kind of party. I'll meet you at your shop, ok?"

Stratus nodded, "Okay! Thank you again, really,"

Pinkie gave another bright smile, then trotted away. Before she got to the end of the plat form though, she turned around and said over her shoulder, "Oh, and don't worry about your makeup. I think you look plenty cute!"

It took Stratus several moments to process what she just said, then a blush rose up on her face so fiercely that she tried to hide it with a hoof. Unfortunately, everypony on the platform had seen her blushing, and grinning like a big dumb idiot.

Prologue 2: The Pitch

Chitis and Specks' hooves echoed on the polished black floor as the two of them strode, with as much feigned confidence as they could muster, towards the Queen's audience chamber.

As they walked, the green braziers in the walls became more frequent, and grander. Studded with small glittering diamonds, and coated in extra layers of the shiny black spittle that builders reserved for the royal chambers. It seemed to the pair, as they grew closer to the Queen, that the colors around them grew more vivid. The green of the flames seemed to separate into dozens of flickering hues, and the floor shimmered with it, taking on a pearlescent cast.

Chitis forcibly restrained herself from performing any of her usual nervous ticks, like scratching her head or muttering to herself, as they approached the enormous double doors that led into the grand chamber. Beyond the thick marble entryway stood six rotund pillars which held up the entirety of the vaulted audience chamber. They, too, were made of the same glistening black substance as the floor, though the pillars were embedded and engraved with precious stones and metals. At the far end of the yawning hall, there stood a raised black and green dais, and on it was the Queen.

Queen Chrysalis, undisputed master and dominator of all changelings in the hive, slouched sideways in her throne, which was embroidered with gold and studded with gemstones that twinkled in the ethereal firelight. Her long wings drooped over the sides of the chair, and a prim foreleg covered her face, though neither of the Automi needed to actually see the queen to know what was going on. She was sulking again.

As they approached, both of them slowed as an almost physical barrier of distraught exhaustion slammed into them, and their legs nearly buckled.

"Wings alight," Chitis whispered to Specks, "this is by far the worst she's been... m-maybe we should come back-"

"Who... approaches?" The Queen demanded in a regal, yet suffering, tone. She did not bother to remove her foreleg from her face.

Chitis and Specks glanced quickly at one another, then Chit steeled herself and stepped forwards into the aura of gloom, "S-semi-autonomous drones Chitis and Specks, Your Grace."

The Queen stirred at the sound of her voice, but seemed to hunch into an even more despondent posture.

"And what... farce have you decided to parade before me next?" The Queen asked. Her words were angry, but her tone... blessed hive the Queen was tired. So very tired.

"We have come-" Chitis began, but the Queen interrupted, shifting in her chair.

"Do you know, drone, how many proposals I've viewed in the days since our defeat?" The Queen spat out that last word with particular venom. Chitis couldn't help but bristle. "Drone" was not a word used to address one of her station. Said station was, of course, granted by the Queen, but there were traditions in place far older than her which needed to be obeyed.

"I would guess a great many, Your Grace," Chitis answered, unbowed.

"Hundreds," the Queen lamented, "good heavens, it seems like thousands! And not one of them has contained a single, reasonable idea."

The Queen finally removed her hoof from her eyes, and a single iridescent iris glared down at Chitis from the black throne, "So what, pray tell, have you brought me? Another tunneling breed? Yet more requests for personal empowerment, or increased cranial function? More talk of peace?"

Chitis weathered the seething tone, further amplified by her emotional connection to the Queen, and huffed softly through her nose, feeling her own anger rise within her, "My Queen. May I be frank with you?"

Chrysalis sat up, and Chitis felt a small vein of curiosity pierce through the shroud of negative emotion, "... proceed, Automi."

Chitis took another step forward, "My collogues, though I love and respect all members of the hive, are fools."

There was a tense moment in the hall. The silent flames moved, casting dancing shadows that taunted and jeered at Chitis. Then the Queen asked evenly, "Oh? Are they indeed?"

Chitis gave a firm nod, "Yes, my Queen. You have said yourself. Days of isolation, days of nothing but thinking, not stopping to rest or eat, and not a single valid solution? They have clearly not been trying hard enough, or not been thinking broadly enough."

The Queen hid her thoughts behind an impassive expression, but Chitis could feel the small measure of amusement radiating from her monarch. She must have been intrigued.

Chitis breathed in, steadying her nerves for what was to come as she asked, "What was the reason for our setback at Canterlot, my Queen?"

Chrysalis' eyes narrowed to slits, and Chitis felt a sharp stab of hatred, "Bah! That cursed Princess and her idiot husband! Truly, only one as dull witted as he could fail to perceive my charms."

That... had not been the reaction Chitis expected. But she could work with this.

"Actually, my Queen," Chitis said with a slight smile, "I believe that your seduction and indoctrination of Shining Armor was flawless."

Chitis sensed confusion from the monarch. Interesting, could the Queen actually blame herself for the failure at Canterlot? Intriguing.

The Queen frowned, although Chitis could not sense any true displeasure from her, "Flattery will get you nowhere, child, I know your mind. Speak truth here, or be removed."

"Oh but I am, Great Queen!" Chitis said quickly, not quite believing where she was about to go with this. All of her note cards had, unfortunately, been consumed by Grubby, "No, the failing was not with you! Who was it that was wise enough to see through your deception? One who was crafty enough to piece together the clues?"

Chrysalis cocked one ridged brow of oily black carapace, "You... refer to the Element of Harmony, Twilight Sparkle?"

Chitis nodded eagerly, "Indeed, my Queen! A variable we could not have planned for, a ward trained by the tyrant Celestia herself in the arts of sorcery, one who could pierce the veil of your guile, like a rough needle through the finest of threadsilk! And then, of course, there were her friends! The other Elements of Harmony, who also helped thwart you!"

Admittedly, they had failed to believe Twilight Sparkle at first, but that was a detail that didn't need to be mentioned.

There was another slow moment in the hall as the Queen considered this, then nodded slowly, "Yes... yes it was her fault I was discovered. It is she who ruined my plan."

Not going to touch that, Chitis thought, sensing a disturbing amount of turbulence from her Queen as the monarch sorted through that thought.

"Your suggestion then, Automi, is to remove the Elements, I would suppose?" Chrysalis questioned, refocusing on the scientist.

"Better, my Queen," Chitis said, "What if we could get them to serve you instead?"

The Queen paused for only a moment before scoffing, "Impossible. The labor and resources required to indoctrinate not one but six strong willed ponies? We would need full backgrounds for every agent, compatibility checks, behavioral analysis, support staff. After their ploy at Canterlot, we no longer have the means for such a grand infiltration."

"Oh, but that's just it, my Queen," Chitis said, gesturing hurriedly with a wing at Specks, who scrambled to set up her chalkboard, "what if all of this, the background, indoctrination, and subterfuge, could be conducted by one, single, changeling?"

"Preposterous," the Queen said immediately, but Chitis could feel her mounting curiosity.

The scientist whipped out a piece of chalk and slammed it against the board, causing one of the warrior drones in the chamber to jump, "Not so, my Queen! You, of course, know the life cycle of a changeling more intimately than any of us, from humble grub to noblest Automi. What I suggest, is a new breed, as you so wisely surmised, but not any kind of tunneler or new warrior form. What I propose is a swarmling."

Chrysalis cocked her head, taking in the odd name, "A... swarmling?"

Chitis began to draw furiously, chalk squealing on the board as she worked. This was the most anyone had gotten out of the Queen in days, and she was not going to waste this chance!

"Grubs have an incredible amount of magic stored inside of them, Your Majesty. In fact, most of our supply of Love simply goes into feeding grubs enough to enact their shedding cycles. Without those, they remain small and impotent, their brains cannot expand to the proper size for knowledge retention."

"Of course," the Queen said, nodding.

"The question I posit is: why have the grubs grow at all? In their basest larval state they are tiny, no more than an inch or two long, but their minds, like those of ants, store the hard-coded information they need to survive. Eat, grow, survive, wait for a higher form to evolve into. What if we were to tap into that potential? Instead of having the grub grow, consuming enormous amounts of Love over time, have it stay the same, but with more built-in functions? Feeding habits, a mind-link for safety and control, even it's own indoctrination capability?"

She glanced up from her frenzied scribbling, but seemed to be slowly losing the Queen, who leaned back in the throne and tapped her pointed chin with a long, slender hoof, "Hmm, I don't know. This sounds expensive-"

"My Queen," Specks said, taking a huge risk by daring to interrupt, "pardon, Your Grace, but it isn't. Automi Chitis and I have both run the numbers multiple times. This grub is orders of magnitude cheaper in Love cost, and that's without factoring in the ability for it to harvest its own love sources to re-distribute back to the Hive."

Chrysalis seemed annoyed at the interruption, but her curiosity won out over her fury for the moment, "But this couldn't indoctrinate the Elements all on its own, surely? It has no learning capability, as you said, it cannot adapt. It has a mind-link, you say, but you cannot seriously expect me to individually micromanage each one of these I produce, do you?"

Chitis and Specks spared a glance for each other. This was it. This was the moment of truth.

"No, my Queen, we don't," Chitis said, scrubbing off the diagram she had drawn, and drawing a fresh model. A changeling, sleeker and less durable, but more cost-efficient. Wings gone, replaced with small dimpled sections like holes cut directly into the midsection of the chitin. Reduced transformation capacity to make up the Love cost differential. To make up for growth.

After several minutes of tense, silent writing, Chitis set the chalk down and turned to Chrysalis. The Queen sat fully upright, staring at the board.

"My Queen," Chitis said, stopping herself from wringing her hooves in fear, "the swarmling isn't the modified grub, it's this. A vessel, capable of growing and controlling the stunted grubs over a short range mind-link built specifically for them. Anything more advanced than these specific grubs, it will not be able to connect to. Or even regular grubs, for that matter."

"It? You mean she?" The Queen asked absently, voice sounding distant.

"Hermaphroditic," Specks spoke up, "pardon, my Queen, but an Ovipositor is by far the most efficient method of Love collection, the Automi have known this for centuries. If it is to be in the field, alone, unsupported, it will need the most cost-effective equipment we can give it, as well as the mind to make tactical decisions. It must be both male and female."

Silence in the hall. Chitis glanced around. The guards seemed stunned at the proposal, it was audacious. No, it was revolutionary. Unconsciously, the autonomous licked her lips nervously, before looking back up at the throne.

The Queen rose slowly, and descended the staircase of the dais with a smooth rustle of wings and cloth. She wore an elegant, translucent dress of emerald green that faded to a deep black, mimicking her natural coloring. The closer she got, the more the two Automi saw, heard, felt. Chitis could hear her heart thundering in her ears, loud as a battlefield charge, and she could smell the overpowering pheremones of command the Queen emitted at all times. She bowed her head as the Queen approached, and took the board in a hoof that looked soft, but could shatter stone with its strength.

"The mind-link is limited, you say?" the Queen said softly, tone even as she studied the diagrams, "Only to these... specific grubs? The altered variety that it will... produce?"

"Yes my Queen," Chitis said, voice sounding very small in her own ears, before the magnitude of her Queen's presence.

After a few more endless moments, Chrysalis turned to observe her, "Chitis. I remember you. I have rejected your proposals before. Most have been along the theme of a new changeling variant, as I recall."

Chitis looked up, not meeting the Queen's eyes, but not cowering either, "Yes, my Queen. I believe it is the true path to the salvation of our people. If we continue as we are, we will dwindle. We have too much consumption, and not enough production. We need a... different strategy."

The Queen returned her gaze to the blackboard, "... very well. I authorize the creation of a single swarmling. This is now priority one for all Automi, with you as their Proxima."

Chitis started, stifling a gasp. Specks' jaw dropped, and the guards in the room shuffled and muttered to each other with an intense ferocity. Proxima? She was to be the Automi Proxima? There had not been a Proxima in... blessed caverns, it must have been decades! Proximas were second in rank only to the Queen herself, overseeing an entire caste of hive society! What had she-

Chitis realized that since the Queen had spoken, nothing had escaped her mouth save for a small, high pitched, whine. Actually, she was still making that noise. She stopped herself, and cleared her throat, "I-I... thank you, my Queen, you do me an unbelievable honor."

The Queen smiled, but the expression did not reach her eyes.

"Do not be so hasty in your fawning, Proxima Chitis. Your creation will be field tested where you yourself suggested. On the Elements of Harmony."

Chitis swallowed audibly.

The Queen leaned in, hissing, "And if it fails, you will be executed for attempted treason, Proxima. Do I make myself clear?"

Chitis' legs were shaking. This was... this was too much. First, the greatest honor a changeling could receive, and then death threats?

Chitis responded with a quivering voice, "Y-yes, my Queen, of course. But I-"

"Good," the Queen said, leaning back, face plastered with a predatory smile, revealing her gleaming alabaster fangs, "now come along. We shall ready the ritual to grant you the boon of Oversight."

Interlewd: Oversight

After the meeting with the Queen, Chitis was escorted from the throne room by two burly warrior-caste drones. They each had thick chitinous armor sections, and were armed with small spikes and blades to use in close quarters fighting. Ahead of them walked the Queen, her presence so powerful that the sheer proximity made Chitis' head throb. There was such an overwhelming sense of control about her, and it gave the smaller changeling a slight thrill knowing that this woman could snap both her mind and body in half like a toothpick if she so desired.

The entourage left the parts of the hive that Chitis was familiar with. Gone were the cavernous spaces and vaulted ceiling arches constructed by senior builders. Here, in the depths, the walls rippled with waves of hardened spittle. The entire half-circle of the tunnel was an inky black, with only the slightest oil-like sheen covering the surface. The sconces carved from the walls burned with an emerald fire, casting flickering shadows while providing no warmth. It gave the Queen of the Changelings an ever more intimidating air as they walked deeper, and deeper still.

Finally, Chitis' anxiety pushed through the overwhelming smothering sensation of the Queen's pheromones, and she finally spoke, "My Queen? Where are we going?"

Chrysalis jumped, almost as if she had completely forgotten Chitis was here, and then she gave a small titter, "I had almost forgotten what walking with an Automi was like. No warrior or drone ever asks why or where."

After a few moments of silent contemplation, Chrysalis spoke again, her tone was softer, more like she was reminiscing than answering, "We have not had a Proxima in many spans of years, Automi Chitis. And so we must go to the ancient caverns, the ones deep beneath the earth, to access the right equipment for granting your boon."

This did not make Chitis feel any less anxious. In fact, it gave her many more questions.

Chrysalis smiled again, her white fangs gleaming in the emerald light, sensing the young changeling's curiosity multiply tenfold, "You will learn by doing for now, Automi. No more questions until I allow it."

Chitis shut her mouth and walked silently behind the Queen. As they went, she could not help but marvel at Chrysalis' figure, as she imagined every changeling did when faced by their Queen. As large as an alicorn, her exterior glistened in the firelight. Her skin was the same shade as the rock around them, as though she had been formed by the sheer will of the hive rather than born. Her smooth contours were of the most pleasing shape, and the fluted holes of her legs were perfectly crafted and maintained. The Queen's four gossamer wings made slight susurrations as she walked, like the robes or cloaks the ponies wore.

Finally they arrived. The downward sloping tunnel terminated in a large set of black double doors, the construction nearly sealed by time. The Queen gave the doors a shove of magic, and they parted revealing the wonder beyond.

Chitis gasped and rushed past her Queen, who gave her an irritated yet fond look. The young scientist stared around herself in disbelief. Tubes and pipes of flexible builder spittle still pumped with a thick green fluid. Ancient changeling machinery used for the design and testing of new changeling breeds sat in neat rows along the sides of the room, a glass-like pane showing the interiors of all to be empty save for the nutrient rich goo that stood ready to spawn more of Chitis' kind.

Finally Chitis noticed something odd, and likely the reason she was here. In the center of the room there stood an obsidian table. It was oddly shaped, like a fat cross, and was completely smooth on the top save for four small protrusions. Above the table hung suspended several arm-like contraptions with various devices on their ends. They quivered as though alive, though Chitis was sure that was just the pressure of the fluid inside them that kept them rigid.

Chitis jumped as she heard a grinding sound from behind her, and turned to see her Queen just locking the door to the tunnel. The guards were nowhere to be found. Adrenaline returned to Chitis in a rush as she realized she was now alone with the Queen in this dimly lit, locked room.

"M-my Queen?" She stammered. There was a green flash as Chrysalis' eyes turned to her young disciple, and a constellation of sparkling white fangs showed as she grinned wolfishly.

"Automi Chitis," the Queen said, slowly stalking forward, "while we are alone here, you may dispense with the formalities. Call me Chrysalis, for soon you and I will share a more intimate bond than you have ever known."

Chitis gulped and unconsciously backed away. She gave a small yelp as her hindquarters touched the slick, cold surface of the wall behind her. Chrysalis gave a throaty chuckle as she advanced, and placed a hoof gently on the smaller changeling's face.

Powerful waves of emotion flooded Chitis at her Queen's touch. Devotion, awe, subservience, desire... her heart hammered inside of her throat, and she breathed deeply through her open mouth. A green blush rose on her onyx cheeks, and her blue eyes looked with longing up at her Queen.

Again, Chrysalis' white fangs shone brightly in this darkness, and she whispered to the smaller mare, "Are you ready, Automi, for your ascension?"

Chitis' legs felt weak and aflame, as though she had run a thousand miles and could collapse at any minute, "Y-yes my Qu-, yes Chrysalis."

Their lips parted and met. Chitis breathed deeply of the heady scent of her Queen, tasting her essence timidly. Without remorse, Chrysalis took control, pulling the other changeling into her, using her longer serpentine tongue to its full advantage.

Chitis was surprised at the softness of her Queen's lips. They were plush and giving, and the passionate kiss broke with a thin glistening trail hanging between the two. Chitis could barely think, could feel the Queen's desire pulsing through her in time with her own heartbeat. The Queen's will was unshakable, undeniable.

"You know what to do next, don't you my pet?" Chrysalis growled softly into Chitis' ear. Chitis felt the long unused muscles of her sex clench as a shiver ran down her spine. Her eyes were hazy and unfocused, and she practically drooled the words, "Yes... Chrysalis..."

Chitis walked over to the dais in the center of the room, and climbed unsteadily onto the table. The four nubs quivered and morphed, revealing large holes in the center of each. Holes that perfectly fit Chitis' limbs. She slotted all four hooves into place, spread-eagled before her monarch, and the restraints tightened. They bit just deep enough to cause a mewl of pain from their captive, but a thrill ran through her at the same time. She could not escape now, did not want to escape. She stared at the beautiful emerald eyes of her Queen as she approached, and drank of that heady musk that now filled the entire chamber.

Fuck... breed, I need to breed... her mind raced, and she panted for breath.

Chrysalis took in the sight of one of the most brilliant minds of her colony, panting with need beneath her. And she decided that it was good.

Chitis could feel arousal practically dripping from her unused pussy, and felt the shame of it spur her lust even higher. Was there nothing she could do that wouldn't cause her to fall more madly to lust?

The Queen observed her ward's aching sex with a tender eye, "You have not taken one of the drones to satisfy yourself?"

Chitis, barely able to think, shook her head, "No, I am sorry Chrysalis. I was always too busy, and so I satisfied my own desires if they ever came to me."

The Queen tutted, "Well, you will be no match for my royal girth, then. Let's help you along so that I don't have to remake your pelvis after we're done."

And so saying the Queen buried her face in Chitis' gleaming flesh. Chitis immediately screamed from the sensation, head bucking and restraints biting into her wrists and ankles. Lightning crackled up her spine making her vision go white as an unbelievable sense of relief and pleasure flooded her brain with endorphins. She came in seconds, her muscles spasming and legs kicking. Her eyes watered with the intensity of it, and her jaw clenched so tightly she was worried she'd crack a tooth.

"Gods!" She gurgled as Chrysalis pulled away, "Please, my Queen, please don't stop!"

Chrysalis laughed. A cruel laugh, and a belittling one, "What did I tell you about calling me Queen? You will address me by my name here, Automi."

Chitis nodded with tears in her eyes, "Yes, Chrysalis, yes! Anything you ask!"

Chrysalis clicked her tongue in mock disappointment, "I think you deserve a bit of punishment for your transgression."

Chitis wilted, "Punishment?"

The Queen said nothing as she moved smoothly around the bound changeling, sliding a hoof possessively along Chitis' skin as she did so, causing the smaller changeling to writhe and jolt. Chrysalis' horn was surrounded by a green glow momentarily, and one of the massive bio-mechanical arms that loomed above the table jerked to life.

It held what looked to be some kind of stinger or syringe that dripped with thick green slime. Pure, concentrated, distilled Love. For Changelings it was food, it was fuel, and it was the essence of their transformation.

The barb stabbed downwards, impaling Chitis in the arm. She cried out in shock, but there was no pain. A warmth began to spread from the vein it had pierced, a gentle euphoria that swept up the last shattered ashes of coherence Chitis had been holding on to.

"Ooohhh..." Chitis moaned, eyes unfocused, as she felt every muscle in her body slowly relax, "that... feels good Chrysalis..."

"Hush, child," the queen said with a smile, "save your strength. For the real pleasure is yet to come."

How... how could it possibly... Chitis' mind wondered in a blur. She could not think, could hardly feel. Her body buzzed with a tingling sensation, her nethers flowed freely, clenching and unclenching of their own accord as though they were milking a phantom cock.

She groaned again as a wave of sensation overtook her, and her body shuddered. Another arm descended, and this one fixed itself to her nose and mouth, creating a seal. She felt a warm breeze flow into her nostrils and then-

Lust. It was the pheromone of lust. And not just any, the Queen's. It commanded her body to become ready. It commanded on a deep and instinctual level to breed for the good of the hive.

The Queen decided that Chitis was ready. From the moment the doors had shut, Chrysalis had been anticipating this. She had not gotten to fuck an unused hole since Shining Armor's tight ass before their "wedding", and her ovispositor had slowly snaked from its sheath, twitching and leaking fluorescent green pre-cum onto the floor. She'd have been a bit embarrassed if her mate wasn't currently almost comatose with desire for her.

She moved back around to observe Chitis' winking marehood. The supple green folds had been surprisingly pliant upon first tasting. Stiff, but resilient, as was to be expected of a changeling who had never received Love through the direct method.

Chrysalis rose and placed her front hooves on either side of the smaller mare's heaving chest. The tapered tip of her shaft rested on Chitis' stomach, and the length of it slid across the eager slit that almost seemed to pull against the Queen's shaft trying to suck it in. Chrysalis smiled as the smaller changeling bucked and rocked as the hot surface of her cock slid against Chitis' folds and clit. Chrysalis gave a few experimental thrusts, grinding the ridges of her shaft against the smaller mare, and was rewarded with heavily slurred moans of pleasure.

Chitis, for her part, was in ecstasy. Every time the queen moved it felt like her heart was going to explode. The concentration of lust pheromones flooding her nostrils and the pure Love flowing into her veins formed a cocktail that reduced her thoughts to sludge and her will to putty.

"Can you hear me, my sweet?" it seemed like the voice of a god drifted to her on clouds of euphoric pleasure.

"Yesss..." Chitis hissed out, breathing more of the perfumed musk.

"Your body is going to change. You will emerge from this cocoon of Love and pleasure with new powers and new urges. Do you accept?"

Accept? Accept? How could she refuse?!

Chitis giggled slightly and said, "Of course, Chrysalis! Anything to serve you."

"Good girl," Chrysalis purred, and rammed her cock deep into Chitis' nethers.

Chrysalis savored the sensation, biting her lip as her own eyes threatened to roll. The tight cunt of the smaller mare was beautifully lubricated, providing only the friction needed to stimulate illicit pleasure. The fit was perfectly tight, and the walls of the submissive drone squeezed and pulsed in a manner that no pony mare could hope to match. Changelings' control over their own bodies was so much more precise that even in this feral state, or perhaps because of it, Chitis could milk her mate exactly according to their preferences.

Chrysalis' tongue lolled as her cock was swallowed by the searingly hot depths of Chitis' marehood, and she was locked in place momentarily as shudders of ecstasy ran down her own spine. Then she slowly began to thrust. By the heavens this Automi's pussy felt divine. Chrysalis realized that it had been years since she'd had a proper changeling cunt wrapped around her cock like this. She layed eggs every year, but was rarely on the giving end of such an exchange. The Changleing Queen let herself savor the feeling. The back and forth rocking motion, the soft slap of their hips connecting, the squelch of a wet pussy being filled to the brim.

Chrysalis didn't try for pillow talk, she knew that Chitis likely wouldn't be able to respond. Instead, she leaned forward over the mare and let her hips take control. She could feel the muscles in her pelvis contracting, convulsing, and purposefully redirected the pull from her egg sac to the special pocket of royal jelly that was stored within her at all times. Her body shuddered at the change, and the tip of her shaft began to feel hot, as though it was being poked with a burning needle.

Gods, am I close already? It really has been too long, she thought.

A wet plap, plap, plap resounded through the chamber as hips met and Chitis' ass rippled from the force of the impact. Every blow brought another feral grunt of pleasure guttering out of her throat, and her pussy milked and creamed along the Queen's shaft for all that it was worth.

Change, something said in her mind. Dominating, commanding, undeniable.

You must change, become more, change...

Chrysalis was close now, her throbbing cock felt feverish, and she increased the tempo, slamming with godly strength down into the cunt of the younger mare. Chitis screamed as Chrysalis bit down on her neck hard, and then the Queen came with a roar.

Royal jelly exploded from the tip of the ovipositor, completely filling the vestigial womb of the changeling scientist, and backflowing into the canal where it spilled out around the Queen's meaty cock. Glowing green goo splattered onto the floor in waves as Chrysalis' shaft pulsed again and again, her mouth locked open in a silent scream of sheer satisfaction.

Change came to Chitis' body, as the Queen said it would. Plates shifted, chitin cracked and expanded, muscles grew taught and thick. Chitis felt something snap together in her mind, and a flood of new information exploded into her cranium. She could see Specks waiting anxiously outside the throne room. She could see a team of changeling researchers debating what went wrong with the siege of Canterlot. She could see Mandible, that dullard, taking out her frustrations with her work by being pounded from behind by a warrior. She could see it all, and she knew it all.

After a few more seconds of rigor estrus, the Queen slipped backwards, stumbling out of Chitis. Green fluid gushed from the mare's used pussy and added to the growing pool on the floor. The restraints unlocked, and the appendages from the ceiling reluctantly withdrew at the Queen's command.

Chitis had changed. She was taller and broader, now, than the other Automi. She had a small sheet of turquoise changeling hair hanging to the side of her face. Her features were sharper, more angular, and her muscle mass had increased substantially.

"Perfect," Chrysalis whispered, out of breath, "just... perfect."

Chapter 2: Fairweather Flarket

Stratus Fairweather took a deep breath and stepped into her new shop.

Her shop!

To any outside pony, the place would look how you'd expect a building that's been empty for months to look. Dusty floors and counters, cobwebs, small critters living in the attic. But to Stratus? It was incredible. The feeling of walking into a place that was truly hers to do with as she pleased was indescribable. There was excitement, of course, and fear for what was to come. But there was also a passion, a fierce desire to see her little store succeed! And that all started with a little cleaning.

"Got a little cleaning up to do...," she began humming to herself, not quite breaking out into a full song. She unfurled her oversized wings and flapped once. A white-gold aura gently curled off of them, swirling with the air and gathering up all the dust and dirt that coated the floor. She brushed a wing along the countertop she would be using to make sales, expelling the grime out of an open window with a flick of the feathers.

Moving to the stairs, she took them two at a time then slid down the railing, a whirl of golden light spinning and cleaning behind her as she went. With a powerful flap, she leapt onto the second floor's balcony and did a little twirl. The floor, railing, and doors practically shone after she was done with them.

"Well!" She said to herself brightly, "At least cleaning up won't take much - cough - time."

She sniffled a little, then coughed again. And again. Her limbs began to feel a bit weak, the effort of dancing and cleaning taking its toll on her ailing physique. She sat unceremoniously on the floorboards of her balcony until her coughing fit was done, then for a few moments more just catching her breath.

Maybe... she thought to herself, maybe she will be able to help me.

After she'd gotten up and tidied herself up a bit, she was doing a much more subdued cleaning behind the counter when there was a knock at the door. Stratus jumped. A customer? No, she wasn't open yet.

"Come in!" She called out uncertainly.

The door creaked open-

Gonna have to fix that, she made a mental note.

and in stepped a stallion. A very cute stallion. He was smaller than her, which wasn't unexpected as she was very tall, and he had a bookish look about him. His hair was light blue, and he had a very pale pink mane of unkempt length and style. His cutie mark was that of an inkwell and quill, she noted, and his eyes were a wan yellow; bright and keen behind two large round glasses.

Awwww! Look at him! I could just gobble him up! She thought to herself as a radiant smile lit her face.

"Hey there! Welcome to Fairweather Flarket!"

The smaller stallion blushed a little, his cheeks turning a slightly darker blue. Stratus had to resist the urge to squee.

"M-Miss Fairweather, I presume?" The stallion asked. He spoke with a slight accent. Pritish, if she had to guess.

"Yes, that's me! Come in, and please call me Stratus!" She said excitedly.

As she hurried over to meet him, though, the sudden movement and flurry of emotions causing her legs to feel weak again.

She stumbled, barely catching herself on the edge of the counter, and feeling very embarrassed about nearly collapsing in front of her first ever guest.

"Miss Fairweather!" the stallion called, and he was at her side a moment later helping to steady her. He smelled like a fresh sheet of paper, and she couldn't help but notice his little nose twitch when he got close to her.

"Are you alright, ma'am?" He asked, looking quite concerned.

She tried to laugh it off, "Yes, yes, don't mind me- erm.."

She was looking down at his front hooves, still clasped tightly onto her foreleg.

He blushed again and quickly let go, "Sorry! Sorry. My name is Kraken Inkbinder, but you can just call me Ink since it's more appropriate."

Stratus blinked several times in shock. Not wanting to be rude, she said, "Oh. Kraken. What a... lovely name!"

Krake- Ink smiled shyly, "It's a family name. My relatives are mostly fisherponies, or sailors, or pirates."

With a jolt Stratus realized how close the two of them were still standing, although he didn't seem inclined to move away either.

She backed up a pace, feeling some heat rise into her cheeks as well, and said, "Well Ink, it's a pleasure to meet you. What brings you here? We technically aren't even open yet."

He nodded with a small smile, "Likewise! And I was invited over by Pinkie. She said that she wanted to throw a welcome party for you, but that it had to be small. Just your neighbors."

Stratus tried not to let her eyes widen, "We're neighbors?"

He nodded enthusiastically, "Yes! I run the Quill and Ledger next door. We sell Ink, paper products, paints, that sort of thing."

Ah ha! A potential first customer! Stratus grinned.

Without really thinking about it, she leaned against the counter subtly displaying her flank and the large cutie mark of a sun behind a feathered wing. His eyes couldn't help but be drawn to it. She had yet to meet another pony with the symbol of the sun on their butt besides one very important pony in particular. And she was very good at making sure her hair was always glossy, golden, and aesthetically pleasing. If you wanted to make sales, you had to play the game.

She could see the poor stallion practically gulp as his blush darkened, and he pointedly looked her directly in the eyes. Her purple, beautifully shaded eyes. That didn't help either.

"Well then, Mister Inkbinder, I think that once I get some products in stock I'll have some things you'll be very interested in."

"O-oh? Is that so?" He asked.

She nodded, "Rare sea creatures, shells to make genuine paints, different exotic or even enchanted woods for processing. I plan to have it all."

Hehe, wood. She snirked to herself.

"Well, that all sounds very exciting!" he said, seeming to regain a bit of himself, "When do you plan to open?"

She sighed, "Hopefully within two weeks. As you can imagine shipping takes a while."

Ink was about to say something more when the front door burst open. A mare with a wild red mane stepped in with an irritated expression on her face. Her coat was an autumnal brown with hints of orange highlights.

"Alright, I'm here-" she said, then stopped in her tracks when she spotted Ink and Stratus, "Oh, uh... sorry about that. I thought this was supposed to be one of Pinky's surprise parties."

"Scarlet!" Ink said, looking abashed, "You can't just go bursting into people's houses!"

Scarlet rolled her eyes, which were a dark and honey-colored, "Oh come on, Ink! First of all, it's a store, and second I didn't know she was here yet! Speaking of which..."

The mare held out a strong looking hoof and said, "Scarlet Ember, pleased to meetcha. Since we're neighbors now, I thought I'd come and say hi."

Stratus was a bit taken aback by her tone. So far everypony here had been all smiles and kind words. This was the first time she'd seen somepony actually frustrated, or even annoyed.

"Stratus Fairweather!" She introduced herself, taking the hoof and shaking it with as much firmness as she could muster, "Do you own a shop too?"

Scarlet narrowed her eyes slightly, "Yeah, the general goods store next door. I don't really have a name for it since ponies usually just call it Scarlet's Place."

Stratus glanced over at Ink and saw that he appeared a little uncomfortable, then it clicked for her. If this mare owned a general goods store next to her, that would mean-

"I'm not too much of a fan of a... what did you call it, Ink? A World Market? Popping up right next to me. I'd prefer ponies keep shopping local, but to each their own I guess," Scarlet ended this by leaning against a wall with her forelegs crossed. Stratus had to admit that she cut a fine figure. Well-rounded and clearly muscular, she had the natural physique that a lot of Earth Ponies were blessed with from birth.

"Oh!" Stratus said in understanding, "No, of course, that makes sense. But I can assure you that no product you find on my shelves will be anything like what you sell!"

Scarlet narrowed her eyes further, "What's that supposed to mean?"

Stratus realized she'd worded that badly, and tried to scramble to make up for the mistake, "W-well, you sell everyday items, right? Flour, straw, medicine, snacks, that sort of thing?"

Scarlet nodded, "Yeah, I like to think of myself as a local distributor."

Stratus nodded emphatically, "Yes, precisely! I'm going to be selling things like rare stones found in the mountains of Tecat, or rare plants and animal parts, things of that nature. Certainly not something you'd need every day, but something you might want for a collection or decoration."

Or a spell, she thought to herself.

"Great, you're all here!" A voice called out from the upstairs balcony, causing Stratus to almost leap out of her skin. She turned and was just in time to see Pinky Pie jump the rail and somersault onto the ground. She sprung up from her roll with a bright smile on her face, "Now we can get this party started!"

She raised her hoof and snapped it somehow. There was a ker-thunk, and Stratus saw that part of her ceiling had opened. A disco ball slowly lowered out of the hole and began playing upbeat music.

"Wha... how?" she asked in a small voice.

Scarlet patted her on the shoulder, "You get used to it. Come on, she's probably got a truckload of sweets waiting for us."

Stratus was shocked. Happy, though, and she gave Scarlet a dazzling smile.

The earth pony blinked and then quickly removed her hoof, "Just, uh... just don't steal my customers and we'll get along alright."

Once again Stratus was reminded of her height. She towered over this earth pony who was by no means scrawny. Stratus bumped Scarlet's flank with her own and said with a grin, "Oh, I hope we can get to know each other better than that."

"U-uhh," Scarlet stammered. Stratus just gave a small laugh and said, "Come on. Don't want the cake to get cold."

The party was actually very fun. Even though Stratus normally wasn't a huge fan of gatherings, just four ponies hanging out and getting to know each other was great! She and Scarlet had started off on a bad note, but by the end of the three hour event they were laughing and kidding around like sisters. Ink was surprisingly talkative too, once you got him going. His family being primarily made of sailors meant that he had great stories about distant lands and sea creatures.

Stratus was surprised to find that Pinky had left sometime after the introductions were over. It was a gradual thing. She introduced the party games, made sure everypony got enough to eat, and then slowly faded out. Stratus thought that was sweet, and she made a mental note to thank Pinky about it later.

The evening had drawn on and now the three shopkeeps sat on the bare floor surrounded by icing, crumbs, sprinkles, and bits of disco ball that had not been secured properly. Scarlet was wiping tears from her eyes from a joke Stratus had told about life in Cloudsdale.

"Oh, Celestia," the dappled brown earth pony said, "I will never understand how pegasi live like that. No offense, I just know I'd be constantly terrified of plummeting through the clouds!"

Stratus nodded enthusiastically, "You wouldn't be alone. There's plenty of pegasi that are afraid of heights!"

Scarlet giggled again and Stratus beamed at her. She had a great laugh, deep and full, it was infectious.

The conversation hit a comfortable lull, and they all sat in contemplative silence for a moment. Stratus noticed that both of the others were looking at her, which she guessed was pretty normal she was the new one here. Still, it had a certain air about it. Something subtle and half-concealed.

"Sooooo..." she said, trying to sound purely conversational, "anypony here attached?"

The others seemed to snap out of their own thoughts, and Ink was actually the first to respond, "Not for a while, no. It's tough to meet ponies when you live in a small town like this. You kind of either met the right one already or, well..." he petered off.

"Oh, come on Ink," Scarlet said, still grinning slightly, "you know you got a crush on somepony."

That cute blue blush of his heated his face again, and he looked away from the two mares.

"Oh?" Stratus asked, leaning forward and flicking her golden tail, "Tell me, tell me!"

"W-well," he said, looking anywhere but at her, "there was a new pony that came into town a while ago. She's... different. Exotic! And she's very well-traveled, lots of wonderful stories."

Scarlet looked over at Stratus cordially, "You wouldn't know her, but her name's Zecora. She's a Zebra shaman or somethin' that only speaks in rhyme."

Stratus didn't miss how Scarlet's eyes lingered on her curved back before the other mare looked away, and she decided to push a little.

"What about you, Scarlet? If you get to push poor Ink around, then surely a little give and take is in order."

Scarlet hesitated. There was a flash of pain in her eyes, and maybe regret.

Ink spoke again, "Scarlet, it's okay if you don't want to-"

Scarlet waved him off, "It's fine. Doesn't matter. I had somepony but we broke up about three months ago. He wanted to travel, and I wanted to stay. Simple as that."

It very clearly was not, but Stratus didn't want to re-open a wound like that right now. Instead she opted to place a hoof on the other mare's back consolingly, "Sorry Scarlet. I hope you meet somepony better, you deserve it."

Scarlet looked up into Stratus' violet eyes and smiled, "Thanks Strat, that's nice of you to say."

"Wait, what time is it?" Ink asked suddenly, "Oh, bones, I need to go close up the shop! I'm supposed to meet with the Alliance in an hour!"

The small blue stallion got up and brushed himself off, stopping to give Stratus a quick hug on the way out.

"It was great to meet you Stratus, I'm so happy you came to town!" He said, with a wide and open smile. He didn't give many of those, so she felt touched.

"Likewise, Ink. I'm very happy to have met you."

With that he hustled over to his shop next door, and then it was Just Scarlet and Stratus.

Scarlet was looking around the empty place, kicking one hoof distractedly against the floor. Stratus gently shut the door and walked over to the smaller mare. She brushed the others' flank, looking down into Scarlet's deep brown eyes and asked in a soft almost whisper, "Did you want to go, too?"

As she made the motion, she felt a small twinge on her back. She did her best to ignore it, though. Random pains like that were just one of the joys of being her.

Scarlet actually shivered slightly. To her it seemed like the whole room had just gotten a lot smaller, and her body had gotten much heavier.

"W-well," she said, stammering and blushing a little, "I can stay a little longer, I want to know about you!"

"Me?" Stratus asked, pulling away and settling down on the floor in front of Scarlet.

The earth pony nodded sluggishly, her face seeming a little flushed, "Yeah, like you said. Give and take, right? I told you about me, so..." the poor earth pony looked away, face afire, "Celestia, why am I getting so embarrassed about this? We were just talking about it with Ink, but now..."

"It feels more personal?" Stratus purred, leaning forward on a front hoof and looking Scarlet over. Her body really was impressive. Smooth and sleek, but well rounded and with an ass you could grab.

Down girl, you just met, Stratus chided herself.

Scarlet gave a nervous laugh, "And you talking like that is not helping." Her words were harsh, but she was smiling.

Stratus' eyes continued to wander over the contours of the other mare as she answered, "I'm not in a relationship, no. And I also don't really do the whole attachment thing." Stratus' heart skipped a beat when she saw Scarlet look visibly disappointed by that statement.

She coyly added, "By that I mean, I grew up in a more traditional household."

Scarlet looked at her with surprise, "You grew up in a herd?"

Stratus nodded, "Yep! I had three dads and four moms. And a cart load of siblings, as you can imagine."

Scarlet blinked and was silent for several moments.

Finally she just said, "Huh."

Stratus nodded, and then decided to take a risk. She leaned forward to the other mare conspiratorially, as though she were whispering a secret, and said, "If you ever want me to tell you more about it... my door is always open."

Scarlet went crimson at the combination of proximity, scent, and insinuation, "Thanks," her voice fluttered, "I'll, uh, keep that in mind."

Something wafted over Stratus' nostrils. She could smell the other mare. Had she actually gotten wet from just a bit of talk?

She'll be putty in my hooves in a week, Stratus thought with a sly smile, which she let Scarlet see.

Stratus got up and stretched, giving Scarlet a full view of her smooth legs, luxurious coat, and slim figure, before saying with a sigh, "Alright Scarlet, I think it's probably best if you head out. I still need to keep cleaning, more so now with the mess from the party, and it's getting late."

Scarlet stood as well, eyes glued to Stratus' body, "Are you sure? I could stay and help."

"No, darling, but thank you. I really do appreciate the offer," Stratus said, leading the way to the door. She made sure to give her tail a few tantalizing flicks for the other mare's benefit before opening it.

Always leave them wanting more.

Scarlet trudged out, but hesitated.

She asked, only half-joking, "What, no hug for me?"

Stratus laughed out loud to break the tension, and gave the other mare a very chaste hug.

"Have a good night Scarlet!" She called.

"You too! Let me know if you need anything!" Scarlet said as she scooted back to her store, tail desperately clamped between her legs.

Stratus watched her go for a few seconds, then turned and closed the door.

Interlewd: Strange Dreams

Scarlet Ember closed the door to her shop and let out a long, long breath through the nose.

What was that? She asked herself, pacing around the shelves of her small store and busily doing small tasks in order to try to calm herself down.

Was Stratus flirting with me? Right after we just met? But she seemed so... innocent while Ink and Pinky were there!

Scarlet's Place was quite a cozy little space. Constructed of sturdy oak wood with a few gold leaf accents. She had paintings up from artists around the town, each with a little price tag in case one caught a customer's eye. The whole place had a series of forest green rugs so that it almost seemed that you hadn't left outside at all. She liked to keep the lights relatively dim to go along with the warm, homey atmosphere, but each shelf did have a lamp to aid in seeing prices.

Scarlet slid to the floor somewhere near the salt section at the front of the store and groaned.

There was a problem she was ignoring. More than whether or not the new mare in town was flirting with her. It's that she liked that Stratus was flirting with her. She had never, not once in her whole life, had a crush on another mare. Sure, she could appreciate beauty and femininity as well as any stallion could, but it had all been purely academic.

What that mare did to her was anything but.

"Celestia, why now?" Scarlet muttered to herself, "Is it because of Chaser? Because she's a pegasus too, is that what it's come to?"

She rubbed her eyes with her hooves, thinking back to the party. At first she'd practically stormed in, none too happy about having new competition literally next door. But then Stratus had just been so nice, like her own little ray of sunshine. And you'd think Scarlet would be used to that considering where she lived, but it felt like more than just your every day "How do you do?" kind of nice. Every time Stratus would look into her eyes, Scarlet could feel the other mare's interest, her desire to know who Scarlet was and learn all of the little things that made her happy.

Celestia, was she projecting? There's no way she could have gotten all of that from three hours of conversation.

Scarlet felt slightly feverish, and she realized that her heart was pounding in her throat.

"No!" She said suddenly, standing bolt upright, "No, I am not some filly with her first ever crush!"

She set her jaw and went about her nightly routine in a perfectly reasonable and ordinary manner. She ate a quick salad, brushed her teeth, and settled down to tend to her little bonsai tree that Ink had gotten her for her birthday last year. The poor thing wasn't doing too hot. She was trying to make sure that the branches with the healthiest leaves kept growing, but the things were darn stubborn when they wanted to die. Even with her earth pony's green hoof she was going to have to get a reference book or something...

I wonder if Stratus knows anything about these? she mused idly while examining the small tree, The girl certainly seems well traveled. Definitely exercises too, with how slim she was. Looked like some kind of super-model. And that coat...

With a jolt Scarlet realized what she was doing. She shook her head vigorously to clear it of any thoughts of Stratus Fairweather and looked at the clock on the wall. It was a little early to be going to bed, but she clearly just needed to sleep and calm down. Maybe tomorrow, with a fresh outlook, things would be a little more clear!

She started to get into bed when a dampness on her tail caught her attention.

She groaned out loud again and smacked a hoof to her head. Unbelievable! Had Stratus noticed? Celestia's sake, she was practically dripping!

Hurriedly she scooted into her bathroom. It was small by necessity, lined with white tiles, a mirror, and a frosted glass shower. It was probably one of the most modern things in the whole building. She quickly got the shower up to temperature and waited, front hooves crossed impatiently, while the water heated up. She stepped in and tired to wash the, erm, affected area off... but that presented a problem.

She shivered and bit her lip, crossing her back legs as warm water slid down the folds of her sex.

Oh, Celestia, this is not helping, she thought, slightly panicked.

She stood there in the shower, letting the water drip down the smooth contours of her ass, feeling it slide ticklishly down to her back hooves. Slowly, and purposefully not thinking about what she was doing, she turned and sat down, back legs splayed out to let the water run directly onto her puffy slit.

She breathed deeply, eyes closed, as a hoof slowly made its way to the hood where her engorged clit sat. She rubbed at it gently, squeaking and shuffling as tiny pulses of pleasure rolled through her hips.

Stallions, think of stallions, she thought to herself, big, buff, golden... smells like a... field of flowers... tracing her hoof down my- no!

Her eyes snapped open and she pulled herself out of her trance. She turned the shower off, jumped out, and made sure she was thoroughly dry before heading to bed. She kept her hooves firmly at her sides, and didn't let any thoughts cross her mind at all! She was a rock, a temple!

Sleep found her surprisingly easily, and she drifted into a restless, fitful slumber...

The party was going great and Scarlet sat across a table from Stratus laughing over a glass of wine. The bottle near them seemed almost empty, and they were both a little drunk. Scarlet leaned forward and rested a cheek on her hoof, staring dreamily at the other mare. That gorgeous golden coat, those eyes like velvet flame. Celestia above, they did such things to her.

Vaguely she thought that something might be wrong. She needed to go somewhere didn't she? Or, was there anypony else around? She wasn't sure she cared to take her eyes off of Stratus in order to find out.

The lovely pegasus across from her was saying something, but Scarlet wasn't really paying attention. She just watched those full, plush lips form perfect o's and thought about what it would feel like if she...

Acting purely on impulse, she leaned forward on her elbows. There was a crash, and she fell back onto the floor. The cake that had been sitting in between them splattered all over Scarlet's midriff, coating her in a sticky layer of white frosting.

"Oh!" She said, sounding a little slurred, "I'm so sorry, Stratus, I didn't mean to ruin your cake."

"S'okay," Stratus replied, wobbling down from her seat over to the prone mare, "I can clean it up."

Scarlet was... on a bed? It was soft, luxuriously so, much better quality than her own bed... her own bed... why was that so familiar-

She yelped as Stratus licked a long line of icing off from just above Scarlet's clit, all the way to her neck. The earth pony groaned and her eyes fluttered at the sensation.

Stratus' violet eyes looked directly into hers, far more lucid than anything Scarlet felt she could muster. The pegasus leaned in, nibbled gently on Scarlet's ear and said, "Mmmm... delicious..."

"Take me," Scarlet begged in the smallest voice she could, but her desperate cry was only met with a deep sensuous chuckle.

Stratus pushed Scarlet down onto those opulent red sheets that seemed to absorb her limbs into them, and pinned the smaller mare down by her arms.

Stratus gave a very hungry smile, and her eyes gleamed wickedly, "Not until I've finished my cake. It's my party, after all."

She darted down between Scarlet's legs, licking another long line of icing off the mare. Scarlet jerked as heat rose in her chest and face, but with her arms pinned there was nothing she could do but squirm as the other mare used her like a toy.

Celestia, she's so big, Scarlet thought feverishly, breaths coming in short panting gasps. The slow, torturous ministrations continued until not a speck of cream remained anywhere on the toned figure of the earth pony. Her brown eyes gazed desperately up at the golden pegasus straddling her, and Stratus purred, "Do you want me, pet?"

"Y-yes..." she said hoarsely, throat parched from the heat boiling in her veins. Her pussy felt like it was on fire with the need to be touched, and the slow tickling sensation of her arousal leaking from it was nothing short of maddening.

Stratus flared her wings out. Sun and stars, her wingspan was massive. The shadow of them fully encompased Scarlet, and she wriggled in mixed fear and excitement. Stratus' eyes were intense, burning with the same desire that Scarlet felt but far more controlled.

Stratus leaned forward and growled against Scarlet's neck, "Will you serve me, pet?"

Scarlet was at her breaking point. Her body, her mind, her very soul was aflame. She had never been so turned on in her life. At that moment, all other things in the world be damned, she needed this mare.

"Y-yes," she trembled between gasps.

Stratus' eyes flashed, inches from her face, "Yes, what?"

Scarlet knew what she had to do. She knew what she wanted to do. She wanted it so badly. Still, the words came thick and hot in her throat, so that the end result was barely more than a strangled whisper, "Yes... Mistress."

A slow smile spread across the face of Stratus Fairweather, and a golden light shone through the feathers of her wings, bathing Scarlet in heat. The other mare slowly lowered her face to plant between the folds of Scarlet's-

CUCKOO! CUCKOO! CUCKOO!

"Ahhhh!"

Scarlet slammed into wakefulness, actually leaping from her bed in a frontflip and landing hunched on all fours, scattering her blankets about the room. Her breath was quick and ragged, and she lashed around wildly for a few seconds before reality began to set in. She realized it was morning. The whole thing was just a dream, and the alarm clock must have woken her up. A dream... she'd dreamed about... cake? Something to do with a party? It faded quickly from her mind.

She looked at her now bare bed and groaned in dismay. The sheets were absolutely soaked. And, now that she thought about it, so was she. Her hindquarters and inner thighs were drenched with slick juices, and she smelled like she'd been fucking for twelve hours straight. Worst of all, she was still mind-numbingly horny.

That's it, she thought. She stalked over to a bedside cabinet, threw it open furiously, and pulled out a two-pronged dildo from wayyy in the back.

I don't give a shit what I think about, I'm going to rut myself silly before anything else.

She stomped over to her bathroom, and slammed the door shut with a THUMP.

Princess Luna stood on a platform of nothing, surrounded in a sphere by thousands upon thousands of stars. Here, in the realm of dreams where she stood watch, her mane and tale billowed on into infinity, and her horn and eyes shone with a constant silver-blue light.

Hmm... strange, the half-deity thought to herself as she searched among the stars nearest to her, peering into each one in turn. Every dream became a twinkling light here that she could peruse and help guide at her leisure. She had sensed a disturbance from one of these stars. Not the normal black void of a nightmare, but a flickering, a warping. Something had changed a dream, just a little. Something that was not her. But before she could find the thing responsible, it had gone, and the dream had ended. She once again cursed the existence of alarm clocks for cutting short the natural course of pony dreams, often leaving their meanings broken and their owners unfulfilled. But the waking world had, she supposed, always taken precedence over her domain. This was nothing new.

She had not caught the pony whom the flickering dream had belonged to, but she would be watching now. She had only just recently returned to her duties as silent sentinel of the night, and if anypony thought they could encroach on her domain, well... she had a thousand long years of wrath to burn.

Chapter 3: A Cure For What Ails You

Stratus walked briskly in the cold morning air as country ponies passed this way and that around her. She had never lived outside of a major city before, so the fact that Ponyville only really had a single main road was a little... weird to her. Everything else was built off of side alleys and game trails.

Leaves brushed past her hooves and she breathed a contented sigh at the chilly weather. She wore a black and green scarf that stood out strikingly against her golden coat. She also wore some little dark earmuffs for warmth. As she walked she knew she was getting looks and stares. She knew that a lot of things about her stood out. Her cutie mark, her size, the fact that she had wings but walked most of the time, but she was still very self-conscious from all the attention she was receiving. She even saw a few noses twitch as she passed, and she hoped that her vanilla perfume wasn't too strong.

Her destination loomed before her. A towering oak tree, wherein resided the Element of Magic and her exhaustive library. Stratus had no idea how the tree was still alive. The small circular windows still shone with light from within, and by all accounts the thing was completely hollow on the inside. She decided it was related to weird unicorn magic, and moved on with her life.

On the way she passed through the open-air market of the town again, but this time early enough to see ponies getting set up to hawk their wares. A massive, strapping young stallion with a ruby red coat was hauling a cart full of immaculately juicy looking apples. She'd have to buy one of those on the way back from her... meeting.

Stratus went over, again, what she'd say to Twilight Sparkle when she arrived. Should she be more formal? Was Twilight too busy to see her? Was she already tired of tourists? Not that Stratus was a tourist, of course. She lived here now. That made it different.

Finally she arrived, standing on the little cobblestone square outside Twilight Sparkle's house. Her stomach was doing loop-de-loops, and she was sure that she must be sweating bullets from the nerves.

Maybe I should just come ba-

As her doubts were manifesting, the front door opened. Stratus gasped, wondering how the sorceress could have known she was there!

Then a small purple and green dragon toddled out with a bundle of papers under one arm. He was... cute. Very round, and a little tubby too. She noticed that his scales had a little rainbow sheen that sparkled across them when they caught the sunlight.

He blinked at her in surprise and then spoke in perfect Ponish, "Oh, hey there!"

Then he turned to yell back into the house, "Twilight! You have a visitor!"

There was a yelp from deeper inside, then a sound like a desk full of ink bottles crashing to the floor.

The young dragon squeezed his eyes shut and sighed, "That sounded messy..."

He looked back up at Stratus, "Hi there! Name's Spike. I'm Twilight's senior junior assistant! I do all the important stuff around here," he puffed his small chest out with pride and tilted his head as though expecting her to make impressed sounds.

She blinked and looked at the papers under his arm, then asked quizzically, "Who is... 'the jewel that is my morning star'?"

Spike shot upright, heel turned, and walked away down the street without another word.

Stratus shook her head in confusion. What a strange creature. Still, a dragon! That was exciting! She hadn't heard any mention of a dragon when reading about the Elements' exploits. She'd love to study him, and maaaybe ask if he'd lend a shed scale or two for the shop. For a commission, of course.

There was more clatter from inside, followed by a loud, "Coming! I'm coming!"

The frazzled, sleep-deprived, out-of-breath pony who arrived at the front door was... not quite what Stratus had been expecting for a two-time savior of Equestria.

Twilight Sparkle was a unicorn mare of average height and build that actually looked like she had a bit of heft to her. Her belly and rear looked especially plush and soft, although Stratus immediately blushed and looked away once she realized she was evaluating an Element of Harmony's... physical characteristics. The mare's long hair was a dark purple with a single bright stripe running through it. Her eyes were a lighter shade of purple than Stratus' own, and-

"Wow, you're tall," Twilight said.

There was an awkward silence for a moment, and then the unicorn blushed, "Sorry! Sorry. I didn't mean to... I'm a little frazzled right now. Working on a project. Mainly re-organizing the library. Um, would you like to come in?"

"Oh, yes, I would love to!" Stratus said.

"Great!" Twilight replied, although she looked more frantic than happy, and then she disappeared in a poof of purple magic.

Stratus hesitantly stepped inside and took a look around.

The place was in utter shambles. Books were piled high in messy stacks all around the room. Loose papers, some blank and others filled with mad scrawling, were scattered about the place covering much of the floor space not taken up by books or shelves. Somewhere in all of this there was a set of soft green furnishings around a short coffee table that was the epicenter of the paper explosion. Stratus carefully made her way through the room, trying not to step on anything important, and sat delicately on a spot of couch that was an oasis amidst the parchment dunes.

"Sorry about the mess!" Twilight called from somewhere, belatedly. An entire pile of books vanished from next to Stratus with a pop that caused her to jump a little.

"That's fine! I understand you're likely busy. Thank you for seeing me, especially unannounced," Stratus replied, raising her voice a little. She wasn't sure exactly where the little purple unicorn had gone.

"Ooohhh... fine, I'll fix it later!"

Stratus heard Twilight proclaim this, and then with a bright flash, a pop, and the distinct smell of ozone, the entire mess disappeared all at the same time. Stratus' jaw dropped. How had she cleaned it all up so quickly?

A very bedraggled looking Twilight Sparkle walked out of a doorway that led deeper into the tree house, shutting it softly behind her and giving Stratus a tired smile. She walked over slowly and sat on the couch opposite to Stratus, then said, "Okay! Hello, I am Twilight Sparkle! Local librarian, Element of Harmony, and student of Princess Celestia! What can I do for you?"

Stratus replied awkwardly, "Um, you have some ink on your coat."

Twilight looked down and discovered that a large section of her stomach and leg had been stained black with ink, "Oh, shoot."

Her horn glowed a soft purple, but nothing happened and she groaned out loud, "Argh, this is enchanted ink! This is going to take forever to get out. And I was on my last bottle of it, too..."

Stratus immediately perked up, "Well, pardon me for saying Miss Sparkle, but my name is Stratus Fairweather! I own the Fairweather Flarket that just opened up in town!"

Twilight quirked her head to the side in a very cute gesture of confusion, "Flarket?"

Stratus blushed slightly and explained, "It was going to be Fairweather Flying Flea Market, but the name was too long and I hate fleas. So... Flarket!"

Twilight nodded, "Nice alliteration. No offense intended, but, I doubt you can help me. Enchanted ink requires-"

"Hydra's blood and seaweed extract?" Stratus asked innocently.

The purple mare's eyes narrowed, "Yes... how do you know that?"

Stratus tossed her golden locks over one shoulder, "I have my ways, Miss Sparkle. Can I... call you Twilight?"

Something about the question connected a few wires in Twilight's distracted brain, and she actually took a look at the pony in front of her and registered something other than "tall". The pegasus mare was gorgeous. Long limbed, mane practically shimmering like liquid gold, and with deep violet eyes, beautifully shadowed, that reminded her of...

Twilight's heart skipped a beat as she imagined Celestia's mischievous smirk when they would sneak down to the palace kitchens together late at night and steal cupcakes. She replied after a few moments, "Y-yes! Of course, call me Twilight. Nice to meet you, Stratus!"

Stratus beamed at her, and Twilight got a sinking feeling in the pit of her stomach.

She's very pretty... the unicorn thought with some trepidation.

Twilight continued her earlier statement, "Since you're familiar with the ingredients of magical ink, I assume that you know where to find some?"

Stratus smiled brightly, "Even better! My shop will be selling magical ink of several different varieties within the next two weeks!"

Twilight's eyes widened, "Really?! Oh my Celestia, that would be amazing! It is so tiring to have to go all the way to Canterlot every time I run out. And sure, the Princess could send it by post, but that takes even longer than going to buy it myself! If you could get me a bottle or three, you'd really be a life saver Stratus."

The golden pegasus opened her mouth to reply, then shut it. She turned away, looking abashed.

Twilight quirked an eyebrow, "What's the matter? Did I say something wrong?"

Stratus waved her hooves, "No, no! It's just that... well, it is a store and... w-what I mean is that I would like for you to, um, pay for them? I can give you a discount! You did, after all, save Equestria twice."

Twilight facehoofed herself, "No, yes, sorry, you're right. I just got excited. Of course I'm happy to pay. Do you happen to have any with you now?"

Stratus shook her head sadly, and Twilight took note of the way the smooth muscles of the other mare's neck moved and shifted.

"I'm sorry, Twilight, but my first shipment of goods hasn't yet come in. I'm just setting up the shop now, and I only arrived in town a few days ago."

Twilight chuckled to herself, "Did Pinky give you the welcome wagon?"

Stratus smiled softer this time, "Actually, she was very kind. I told her that I had a problem with large crowds, and so she just invited the ponies that work near me. She herself even slipped out after making sure everypony was having a good time. It was very nice of her."

Twilight got a warm and fuzzy feeling thinking of how one of her best friends had helped make somepony else feel so welcomed. Maybe she should try getting to planning one of these welcome parties some day. There had to be a friendship lesson in there somewhere.

"Anyway, I didn't come here today trying to sell you magical ink Miss Twilight," Stratus said, fidgeting a little, "You see... I have heard that you're very intelligent. Possibly one of the greatest minds of our age..."

Twilight blushed furiously at this compliment.

Stratus sighed, "I have a problem. It's a medical condition, but... not one that any doctor my parents took me to could solve. I moved to this town because I wanted to start a new life here among my heroes. But I also hoped that, maybe, you could help me get better?"

It broke Twilight's heart to see the hope in the other mare's eyes. Twilight herself had no practical experience with healing magic. She'd focused mostly on utility spellcraft, as most unicorns did these days. She really only knew the one combat spell, and it was mostly just "shoot laser from horn". But... she did own one of the largest repositories of knowledge on the continent, and had free access to the largest repository in the royal palace. She was also, she liked to think, quite a capable unicorn, good at both learning and improvisation. If this mare was asking for her help... who was she to refuse?

Twilight nodded firmly, "Of course! I'd be happy to help. I'll need to study up on medical theory and applied healing magic, but I'll have a couple of weeks while I wait for your ink to come in anyway!"

Tears sprang to Stratus' eyes as relief overwhelmed her. She practically tackled the unicorn mare with a crying bear hug.

"Thank you! Oh, thank you so much, Twilight, you really are wonderful!"

Twilight was initially surprised by the tall pony's outburst, but the hug felt... oddly nice. She'd never been much of a huger, but something about the warmth of it, and the smell... like vanilla but with a deeper, richer texture, made her simply relax and enjoy it.

Stratus felt that same stabbing pain in her side again, but tried to ignore it. This was a once in a lifetime opportunity, and she would not let her illness stop her.

She drew back, and Twilight (looking a little cross-eyed) said, "Yeah! No problem..."

The unicorn mare shook herself from her stupor, and said brightly, "Come see me when you get that ink, I'll need it to run experiments and hopefully make progress. Until then, you can be sure I'll do nothing but study medical texts and healing tomes!"

Stratus actually felt like she was going to cry, and turned away as the sensation began to burn her eyes, "Thank you so much, Twilight Sparkle. This is... oh, this is beyond anything that I'd imagined would be possible. You really are a wonderful student."

That particular phrase jolted Twilight up in her chair like she'd been poked with a hot iron, and she felt the hairs on her tail begin to raise before she forced them back down with an effort of will, "G-glad to help! Anytime! A-and welcome to town, Stratus. I think having you and your shop here will make the whole place better!"

Stratus turned back to the unicorn she admired so much and smiled with a brilliance to outshine the sun.

Prologue 4: Containment Breach

Chitis looked at the shattered tank with an equal mixture of concern and aggravation. One of the tall cylindrical tubes lining the walls of her main laboratory had exploded from the inside. Green, viscous mutagen pooled around the corpses of four slain warrior caste changelings.

She had been in the middle of her sleep cycle when the alarms had blared. Proper protocols had gone into effect, every automi had evacuated with no losses, and a security detail had been sent in to enforce order. Now, she had a mess on her hooves.

"Automi Claw," she napped, voice strained with command and frustration, "which experiment was stored in this tank?"

The smaller male changeling jumped to attention, wings flattening in concern, "Erm... subject number 802-42, Proxima."

"Specialization?" She questioned.

"Changeling reaction to being unable to transform. We were testing where the Love nodes would redirect the energy..." he petered off, but before she could speak again he added, "It is important to note, Proxima, that the experiment was never fully completed. Subject was undergoing the final phases of metamorphosis before the breach."

Chitis wrinkled her nose. Mid transformation? The creature should have been nothing more than a half-formed blob of goo, how had it managed to-

"Proxima Chitis," a familiar voice hissed from the raised platform at the entrance to the room.

Chitis drew in a breath, and turned solidly to face her Queen.

Chrysalis looked resplendent, as always, with a loose turquoise dress that was nearly see through as her only garment. Her emerald eyes betrayed nothing except a faint hint of contemptuous amusement. An expression practiced over long centuries.

Chrysalis flicked a hoof and said in a soft voice that nonetheless reached every corner of the chamber, "Leave us."

Everyone shuffled out, mute and despondent. None of the automi dared look at the Queen, and when the last one had exited she turned her piercing gaze turned once more to Chitis.

Chitis met it with feigned indifference. She was terrified, but she was a leader. She would answer, she would respect, but she would not cower.

Chrysalis strode down the stone staircase leading to the scene and stood silently next to Chitis for a time, taking it all in. When at last she spoke her tone was neutral, but her words stung like poison.

"Failure does not suit you, Chitis," the changeling queen purred.

Chitis nearly flinched, but remained stoic and said nothing.

The Queen turned to look her in the eye and said, "You do remember the price of failure, don't you Chitis?"

The hive's newest Proxima said levelly, "Pardon, my Queen, but the only thing I fail to do is grasp your meaning."

A hint of genuine surprise poked through Chrysalis' air of deadly calm. With the quirk of an eyebrow she said, "Oh? Are you admitting to stupidity, as well as incompetence?"

Chitis suffered the insults and moved on, "My Queen, I would like you to point out the exact moment of my failure please."

Chrysalis turned to the broken tank, clearly curious, and played along, "I should think that your inability to contain one of your experiments is obvious."

"Indeed?" Chitis replied, striding closer to the tank. She stood taller, and beamed with hollow pride at her Queen, "I see this as a hallmark of success, your Grace."

Chrysalis frowned, "Explain."

Chitis began pacing back and forth, "An interesting word choice 'contain'. For containment was the job of the warrior caste who, I am sure you will find, I have no direct control over."

Chrysalis' eyes flashed with anger at the insult, but Chitis continued speaking, "It is interesting, therefore, that one of my experiments was able to break free and successfully assault four fully grown warriors."

Chitis turned with a smirk of her own, "I believe you will find, my Queen, that all of the protocols I put in place worked flawlessly. There was ample time for evacuation and no sentient minds were lost. The failure of these four guards is neither my doing, nor the mistake of any of the automi under my command."

The Queen's eyes were narrowed at Chitis, peering directly into her soul. She would know that Chitis had doubts about what she was saying, but she would also find no weakness in Chitis' resolve to keep the project going and stay alive.

Finally the Queen merely said, "Hmph. You have grown a spine, Proxima. An rare trait in an invertebrate. Very well, let's test your hypothesis, shall we?"

So-saying, the Queen sent a mental pulse. Moments later four more warriors walked into the room, heads low. Warrior castes were an interesting bunch. They were not truly of their own mind, but could follow limited patterns of predetermined directions. Like a particularly intelligent pet. They were even capable of speech, as one now demonstrated.

"Sentry 27002. Lost sight of target after exit from the hive. Casualties: 1 warrior, 2 workers."

The voice was flat and emotionless, delivered like a pony machine would.

The Queen looked at Chitis, "These four were the secondary layer of security. They failed to catch your 'experiment'. What would you recommend their punishment be?"

Chitis knew what the answer was. It was brutal and heartless, as these creatures had done no real wrong. Neither had the soldiers dead on the floor. But someone must take the blame. Someone must be an example. Chrysalis would not have it otherwise.

"Send them to the reclamation pools," Chitis said without the faintest tremor in her voice, "and remove their genetic lines from the archives. If these four cannot catch an unformed drone they do not deserve the right of progeny."

Chrysalis stared at her one moment longer, then another pulse went out. The four guards marched dutifully out of the room, their Love soon to be one with the Hive's once more.

They stood in silence for a while, the Queen and the Scientist. Each one weighed the other. Chrysalis evaluating a threat to her control, Chitis evaluating how far she could push before the Queen's tenuous favor would snap.

At last the Queen said softly, dangerously, "You are bold, Automi Chitis."

Something about this statement slipped under Chitis' tight-knit skin. Perhaps it was the shame of failure, perhaps it was the pain of sending four innocent drones to die, or perhaps it was simply the stress of dealing with a blade pressed to her throat at all times. Regardless, she responded with true vigor.

"Proxima Chitis," the changeling snarled, "and boldness is required when tradition has failed."

A few hours later order had been restored to her lab. The automi stood at their stations taking notes or adjusting measurements, while Chitis stood aloof away from it all. It was lonely by herself on the observation platform, and gave her far too much time to think. Something had been off about the way those warriors were killed. When she had examined the bodies in closer detail after her verbal spat with the Queen, she had noticed no open wounds that she could see. No cracked carapace or severed tendons in sight. What she had seen was a complete breakdown of their organic structure from the inside-out.

The organs had been unrecognizable lumps of what might have been ash. Their thick armored plates had become a dull grey, as opposed to lustrous black, and were brittle to the touch. Their eyes had gone completely dark, not even the faintest spark of Love kindling inside of them. The workers and other warrior who had died outside of the laboratory chamber had been killed the exact same way.

Chitis looked out over the swarming hall of scientists, each one still buzzing excitedly despite the muted atmosphere. She looked at each of the tanks where an experiment floated, one piece of the puzzle grafted on to an existing changeling at a time. How many of those tanks contained monsters? How many times could this happen again before she lost her life?

She stood straighter and sent out a pulse of command. Immediately all sound in the room stopped as every changeling turned to look at her expectantly.

Her pure blue eyes blazed with determination, "Enough, We are ready. We're moving up the timetable. Clear the lab and flush the tubes. We begin production of Bellum now."

Chapter 4: Beast

Stratus Fairweather wiped sweat from her brow and took a long sip from her glass of lemonade. The hot pink silly straw helped improve the flavor, Pinky swore.

Today was the day. The day when all of her packets and parcels finally arrived. The small town of Ponyville had seen quite the stir this morning as a specially scheduled train arrived full to bursting with wax-paper wrapped boxes and crates. A legion of earth ponies had poured from the train to help haul all of the various goods and objects down the main street to the Fairweather Flarket. Stratus had pitched in with the other laborers, even though her weak physique could only handle a fraction of the weight. Mostly she took a supervisory role and directed the workers on where to place the various strange goods were to go.

First thing first: storage space. This included all of the shelves and tables inside the shop that would be used to house the goods. Then the rows of tall shelves that were placed in the warehouse, and the slightly shorter ones that went in the freezer room attached to said warehouse.

After several hours, and with no sign of the flood of items ceasing, the ponies of Ponyville decided that they'd stood around gawking enough. An ad-hoc holiday of sorts was declared and the mares and stallions of the rural town got to work getting, in a certain farmer mare's words, "that darn train out of our way!"

With the villagers' help the process was much faster. Brightly colored fruits, vegetables, and plants were stocked in various bins. Claws, teeth, and other strange and foreign animal parts were placed in display cases. More exotic food was frozen until specially ordered. Half the citizens of the town couldn't make heads or tails of what most of this stuff was even for. Those that did know, however, were suitably excited for Stratus' taste.

One Twilight Sparkle was practically sprinting around the store, gasping in excitement like a foal on Hearth's Warming with every new item brought in.

"Basilisk tails?! Those sell for a fortune in Canterlot, nevermind the travel time! Oh my Celestia, is that Wither Root? And leaves of Primary Sage?"

The poor mare seemed like she was about to faint with shock. Stratus chuckled softly and put down her glass of lemonade, thanking Pinky for it. The ever-smiling earth pony had put on a little barkeep outfit that was absolutely adorable and handing out glasses from a cocktail shaker.

"I told you I'd have quality wares, didn't I?" Stratus said, only a little smug.

As Twilight was chattering on Stratus began to cough. It was light at first, but soon she couldn't hide it anymore. The hacking grew more intense until her body was wracked with spasms. Small flecks of red spattered the golden fur of her arm, and she quickly tried to hide it.

When she looked back up from her fit she saw Twilight standing there, eyes wide and completely locked up. Stratus gave the purple mare a wan smile, "It's alright Ms. Spa- Twilight. I've been this way my whole life. I just... overdid it today."

Twilight placed a gentle lavender hoof on Stratus' shoulder and the two locked amethyst eyes, Twilight's holding a look of deep concern.

For reasons she couldn't quite define, Stratus' eyes strayed to the unicorn's face. Her little button nose with the slight indentations of reading glasses. The rounded cheeks beginning to crease with laugh lines after a lifetime of scholarly isolation. That one decidedly vibrant stripe in her hair...

She's really cute, Stratus thought, and gave the silly librarian goofy grin.

Twilight saw the smile and then tried to pull away smoothly and without blushing. She failed.

It was only then that Stratus noticed something was wrong, and the shouting reached her ears.

Scarlet Ember was not doing okay.

Night after night, day after day, for almost two weeks. It would be little things. She would catch a golden reflection in a plant pot that reminded her of Stratus' hair. Or she would see a flower whose purple hue matched the eyes of that thrice-cursed she-devil to a T. She just could not escape thoughts of her new neighbor, no matter how hard she tried.

And Celestia knows she'd tried hard. She hadn't actually seen Stratus except for very infrequently when they would pass on the street, and she hated that it was always the highlight of her day. That tall, slender figure with her massive wingspan was impossible to miss. She stood out like a bonfire at night.

Today, though, she'd given up the ghost. Everypony was helping unload Stratus' stuff into the mare's store, and as anxious as Scarlet was about seeing her again, she wouldn't let a little thing like that stop her from helping out a fellow pony! Her earth pony bloodline practically boiled at the thought. So she'd gotten off her ass and went to help like the rest of the town.

She was walking down the middle of Mane Street with a heavy box wrapped in her hooves when she heard the first shouts of alarm. She looked over and what she saw made her blood freeze.

Charging down the road was a Manticore. An honest-to-Celestia, fully grown, adult manticore. The leonine head was snarling ferociously, its massive claws dug furrows into the ground that were a meter long, and the dull red tail extending out from its back dripped with a dark green poison that hissed and spat when it hit the ground.

The roar it let out knocked her and many other ponies off their feet as they stumbled back. Scarlet's box tumbled to the dirt and rolled heavily, coming down with a clonk a few feet from her.

She sat, heart skipping beats with fear, paralyzed, until she realized where the thing was heading. She saw the look in its eyes. Hunger. Pure, animal, and raw. It passed cowering ponies without even a second glance. The beast's hungry eyes never looked away from Stratus' shop. At this rate, at that speed, it would level the building just by slamming into it.

It's going to kill her... Scarlet thought.

Something filled her, then. An emotion she had never felt, and a feeling she could not describe. It was like... light had fused with her limbs. And there was only one thing she could do.

Scarlet moved.

The roar shook the building that Stratus, Twilight, and Pinky sat in, causing all three of them to freeze in panic.

"What was that?" Stratus asked, worried. She could hear something. A noise like a dull drum, pounding. And it was getting louder.

She hopped off of her stool and went to look out of the front window. The Manticore greeted her, only a few strides away, teeth bared in a sickening grimace.

Time seemed to slow for her as the beast charged. She couldn't believe it. Was this really happening? Was it some strange dream? She felt weak. So very weak, all of the sudden. She dropped to the floor and her vision started to fade. But not before she saw a red blur impact the side of the Manticore with enough force to shatter her front window.

Hours later, Stratus was still being patched up by Nurse Redheart at the Ponyville clinic. The room was sterile and smelled of cleaning product, but quite frankly Stratus was just happy to be alive. She'd been told what happened, although again she could hardly believe what she was hearing. Apparently one of the many flora she'd had shipped in was called the Mantilure, and she could see why. The creature had smelled it from miles off, and had come running directly for it, tearing a trail of destruction that ran straight through the Everfree Forest. Luckily the herb had been identified and sealed with magic in time that no more of the beasts had appeared, but Twilight was advising the Mayor to keep the town on high alert for at least another week in case any more were able to track the scent.

In the end only the few ponies brave or fool enough to try to stop the rampaging thing had been injured. This included her savior, and the mare that laid in the hospital cot next to hers. Scarlet Ember.

According to local rumor, Scarlet had launched herself at the monster with such force that she'd broken more than half of its ribs and ruptured its lungs with a single solid kick. She'd also shattered her own back legs in the process, but with a bit of healing magic she'd be right as rain that very same day.

"I don't even remember any of it," Stratus heard the other mare tell one of the doctors, "I saw it, I felt... something in my veins, and then everything went white."

At that point she'd looked over at Stratus with a sleepy smile, "I'm just glad you're alright. If that thing got to you, I-"

She choked off, and Stratus was shocked. She had no idea the other mare felt so strongly towards her. Honestly She'd assumed that Scarlet had wanted to be strictly business, given how she'd been acting since the party. Now Stratus had a lot more to think about in that respect.

As she lay in her little white bed, looking up at the tacky ceiling tiles, she thought about today with a mixture of confusion and amazement.

"Happy Grand Opening I guess..." she muttered to herself. She then heard Scarlet snort a laugh beside her, which made her smile and took a bit of the sting out of the bitter remark.

With that she turned over, and tried to find some solace in sleep.

Interlewd: Heating Up

Stratus shifted and turned as she dreamed in her hospital bed. Images assaulted her. Vivid recollections of a massive beast charging at her, visions of her attempting to pick up the ruins of her shop, an overwhelming sense of dread and despair...

The pegasus awoke with a gasp in a dark hospital room. Around her gleamed the silvery light of medical instruments reflecting the moon outside the window. She felt... cold, and alone. The room seemed much larger than it actually was, and filled with a crushing void that chilled and suffocated her all at once.

She glanced over to the other pony in the room, who may as well have been the only other pony in the whole universe. Scarlet Ember.

Stratus observed the earth pony's smooth musculature, the hard-won tone of her body beneath the thin hospital blanket. Stratus felt so cold, so alone... perhaps Scarlet, her savior, would be willing to help.

Scarlet Ember felt a calling. It pulled at her soul, and dragged her from the mire of deep slumber into the waking world. At first, confused as she was, she thought it was the voice of a princess.

"Scarlet? Scarlet?"

She sighed. That voice was heavenly. Soothing and warm, it made her giddy just to hear it so close... wait, who did that belong to?

Scarlet Ember sat bolt upright and stammered, "Y-yep! Here I am!"

Scarlet heard an adorable chuckle, and turned to view the mare on her right. Stratus' gorgeous body was fully outlined by the moonlight outside, while also being tantalizingly hidden by the sheets of her medical cot. The large pegasus looked at Scarlet with absolute trust, and the earth pony melted in an instant.

"Hey, Stratus... what's up?" she said lamely, cursing herself for not having a cooler response to the other mare's plight.

Stratus shifted on her bed sheets, pulling a thin cotton blanket up under her golden chin, "I'm... having nightmares. I really don't want to be alone. Would you mind if... I joined you?"

The phrasing made Scarlet feel like she'd just been punched in the gut. Her jaw fell open slightly as she beheld the moonlit curves of the mare she'd been lusting after for weeks, and she replied slowly, "Suuure Stratus, whatever you need!"

The pegasus' smile was dazzling, and Scarlet felt a rush shoot through her. Her blood felt like mulled wine as Stratus slowly extricated herself from the sheets, stretching and very nearly giving Scarlet a view of her most intimate areas.

Stratus stretched, feeling every aching joint and weak muscle complain. She was hungry, she realized. So very hungry. When had she last eaten? This morning?

Dark moonlight rippled across her golden flanks as she swayed towards Scarlet's bed, the Earth Pony mare looking a little dazed.

Concerned, Stratus leaned in and felt the smaller mare's forehead, "Are you alright, Scarlet? I wouldn't want my savior hurt on my account."

*My Savior*

Scarlet was not doing okay.

She beheld Stratus, who seemed somehow even larger now. The other mare took up the entire room, encompassing and surrounding Scarlet in her sweetly-scented embrace.

So she kissed her.

It was wonderful, it was magical, it was *bliss*. The full lips of the golden pegasus parted slowly, but eagerly.

*Celestia, her lips are soft*, Scarlet thought. All that tension, all two weeks of pent up longing, finally it had an outlet.

Scarlet moaned as her want, her desire for this mare poured out of her, and she gave it freely. She wanted to give everything to this mare, anything that was hers to give. The kiss broke apart. A beautiful, fleeting moment that Scarlet wished had lasted an eternity.

Scarlet's eyes, the color of rich honey, met the deep amethyst of Stratus', and suddenly she felt abashed.

"I-I'm sorry, Stratus, I j-just... you're so pretty an' all that... ah..." She trailed off, her heart thundering in her ears, feeling like she might be sick with anticipation.

Stratus, very calmly, asked, "Scarlet? Do you want to be mine for tonight?"

"Yes," Scarlet answered immediately, unthinking and uncaring, "please."

Stratus grinned, and Scarlet's fuzzy mind missed the fact that the other mare's teeth seemed sharper in that smile, "Then... perhaps... as a reward for saving me, I could help you in turn?"

Stratus slid smoothly on top of the sheets that Scarlet was under, pinning the smaller mare beneath her. She planted a gentle kiss on Scarlet's face, then her neck, her chest, and she looked up at Scarlet expectantly as she reached the blanket-covered region of Scarlet's lower half.

Scarlet was on fire. The places where Stratus had touched her burned like hot coals, and her nethers were practically molten with desire. She bit her lip and nodded desperately, red mane tossing in the cool white light of the moon.

Stratus slipped the blanket off of Scarlet's legs, revealing two relatively small, but swollen and pert breasts. Stratus' tongue slipped out, and gently teased the other mare's nipples. She took one in her mouth, gently pulling and suckling with her tongue and teeth.

Scarlet moaned, her head slamming back down onto her pillow. Celestia on high, how horny was she? Arcs of ticklish electricity dazzled her as her mare licked and sucked.

"W-wow," she mumbled in a state of half-conscious ecstasy, "Y-you're really good at that."

Stratus let go of Scarlet's teat with a slight pop and grinned, "If you thought that was good, honey, just wait."

Scarlet smiled nervously, feeling a bit of trepidation mix into the swirling pot of emotions that broiled within her.

Stratus' muzzle moved down further, breath brushing across the folds of Scarlet's soaked marehood. It smelled heavy, like the musk of pine treas and scented oils. Stratus gave the other mare one log, slow lick.

Scarlet's back arched, and her jaw clenched as fire roared through her. Her hooves weakly gripped the sheets around her as the other mare began to speed up, Scarlet holding on for dear life. Stratus licked again, a little faster this time, but still achingly dragging out every drop of pleasure she could wring from this beautiful flower.

"A-ah!~" Scarlet chocked out, her voice hoarse and wet, "St-tratus, please... no more teasing... I can't stand it!"

Stratus, muzzle now wet with Scarlet's juices, looked up coyly, "Oh? And what would my little hero like me to do?"

The taunting words made Scarlet shudder again, small pinpricks of tears beginning to form from the sheer overload of sensation.

"I don't know...." Scarlet said with a hint of embarrassment, "I've never been with a mare before..."

Stratus actually laughed, a light and husky thing that did nothing to ease Scarlet's tension.

"Well, Scarlet," she continued, standing so that she loomed completely over the other mare, "then I guess I have one other secret to tell you..."

And Scarlet saw. beneath the other mare's belly, tucked behind a gorgeous pair of golden teats, was a horse cock. It was like Scarlet's senses simply... hadn't been permitted to see it before. There's no way she could have missed it otherwise, right?

Scarlet swallowed thickly, and her nose twitched as she unconsciously began to lean forward.

"You're a..." Scarlet's brain wasn't working well enough to finish the thought.

Stratus chuckled, "A hermaphrodite, yes. Please, keep this between us."

That simple request may as well have been an ironclad order for Scarlet. She moved on hooves and knees, the other mare tall enough that if she pressed herself low to the bed Scarlet could crawl right up underneath. It was warm and dark under Stratus' wings, and Scarlet took the time to return the favor given to her earlier. She gently and shakily kissed Stratus' neck, feeling the strength of the muscles beneath.

Scarlet worked her way down the mare, kissing and gasping for breath, until she arrived at the mare's... well, her cock. Scarlet sat enraptured by it. It seemed so... perfect. The length just right, and wide, exactly how she liked her stallion. A thick translucent glob began to pool at its tip, and without thinking Scarlet took the head of the shaft into her mouth.

Stratus grunted, feeling the buzz from the warm, wet, submissive mare beneath her reach all the way from her crotch to her shoulder blades. She instinctively gave a little thrust, pushing the first few inches of her shaft inside Scarlet's mouth and throat.

Scarlet couldn't think anymore. Her mind was a haze of chemicals, pheromones, emotions, and desires. She took the length of Stratus' shaft not only without complaint, but she actually moaned in pleasure at the taste that now completely filled her.

Scarlet had been with her fair share of stallions, and this wasn't her first time at this rodeo either. But while most of them had been clean, some not so much, none of them had ever tasted so sweet.

The precum she swallowed was like a thick nectar, and she could feel its heat and weight rolling down her throat. The sensation carried all the way to her belly, where the warmth began to blossom and feed the fire that had all but consumed her already.

Scarlet popped Stratus' shaft from her mouth, a silver line of drool connecting the two for a moment before it separated and clung to Scarlet's fur.

"Lie down, Scarlet," Stratus said, and Scarlet did. Her body knew what it wanted, and her tail flagged immediately, her legs naturally parting to relieve some of that devilish heat that had driven her mad for weeks.

Stratus looked down at the red-maned, brown coated mare. Her eyes were glazed with sheer lust, and her breathing was quick and shallow. She'd barely said a word for minutes while happily glucking on Stratus' cock. She was ready.

Scarlet realized, sometime later, that she was being fucked. The hard clapping of balls on soaked fur resounded through the room, and she felt so magnificently full. She was surrounded by a pegasus' embrace, Stratus' wings completely enfolding her in their downy softness. Pleasure radiated from her deepest, most secret places. Pleasure like no lover had ever conjured before sand in her bones, and her yielding hips and firm ass provided an excellent support for the ruthless pounding her pussy was receiving.

"Ah..." she said, voice cracking from disuse, "ah... AH! Ungf..."

Her pitch warbled and peaked as she cutely whimpered and squeaked. All thoughts of the stoic earth pony abandoned, her whole being was alight with the pleasure of serving her Mistress.

Scarlet came. She wasn't sure how many times it had been. She'd blacked out a little when she'd first been penetrated, until her body could handle the pleasure Stratus was forcing into her with every thrust. Places that Scarlet hadn't even known about sang with delight, and her limbs felt like lead weights for all the strength she had left to move them. She was completely helpless beneath her mare, and her soul squirmed with delight.

Suddenly, there was a change in Stratus' movements. The thrusts became less focused, more frantic. Her breathing was shallower and more rapid. Scarlet could feel one spot within her that wasn't filled. One spot that had never seen a lover's mark.

She had never let anypony finish inside her before, and especially not without protection.

"It's okay darlin," she whispered into the ear of her lover, holding the other mare in an embrace, "let it out in me. Please. I want to you to..."

"GahhH!" Stratus grunted, slamming one final time into the earth pony beneath her. She hilted, the tip of her flare pressing directly against the cervix.

Seed poured out of her, painting Scarlet's insides a pearlescent white. It was boiling hot and thick. Scarlet's eyes rolled back in her head, and she lay there completely content as she was filled to the brink and more with this wondrous, rich sensation.

"I love you..." she whispered, eyes slightly crossed. Scarlet felt only a single negative emotion in the end. A small one, nothing compared to the overwhelming tide. A sharp pinprick of pain, right at the base of her neck.

Author's Note

Poor Nurse Redheart. This is neither the first nor the last time she's had to clean up something like this.

Chapter 5: Preventative Measures

A small wooden gate, warmed by the sun, swung gently open in the late afternoon.

Stratus Fairweather wandered slowly into the massive garden beside the little house. Right now, only the evergreen flowers bloomed in the crisp, winter air. A soft humming drifted through the morning's chill, warming the bones and calming the spirit.

"Miss Fluttershy?" Stratus called, and her query was met with a yelp. Immediately the music stopped, and more than a dozen lightly armed fuzzy critters appeared from the foliage surrounding Stratus. Bunnies, mice, bees, all wielding some kind of hardened beating implement. A small white bunny stepped forward and gave her what Stratus was sure was a once-over before nodding to itself and gesturing. The other animals began to advance.

"Um... Miss Fluttershy?!" Stratus said again with slightly more alarm in her voice.

"Angel!" a soft, slightly husky voice, rang clear through the underbrush, and every beast of field and leaf stopped in their tracks.

The rabbit, however, seemed nonplussed, and simply turned with an aggravated expression to face its master.

Fluttershy was a beauty, no two ways about it. The soft yellow of her fur and the light pink of her perfectly styled hair went exceedingly well together. Her long limbs were graceful, rather than gangly, and her teal eyes sparkled with hints of deeper blue in the sun.

She strode forward, step surprisingly confident on her home turf, Stratus had heard the young pegasus could be flighty.

The young mare glared at her animal companion, who seemed unphased by her admonishment. The rest of the animals, however, backed off. Fluttershy looked up and gave Stratus a radiant, if abashed, smile, "Sorry about that. They can be protective of me sometimes, but you don't seem like a bad pony."

"I'm not, promise!" Stratus said with a light chuckle, "It's a pleasure to meet you Miss Fluttershy, my name's Stratus! Stratus Fairweather."

Fluttershy blinked a few times, "Fairweather... as in... the Cloudsdale Fairweathers?"

Stratus nodded eagerly, "The very same! I didn't expect anyone here to know about my family."

The sweet mare smiled softly, "Well, it's a pleasure to meet a fellow Cloudsdalien, Stratus. And please, just call me Fluttershy. Mrs. Shy is my mother."

Stratus nodded, "Of course, Fluttershy."

They both stood, slightly awkwardly, after the initial greeting. Neither of them were quite sure which should speak next.

Stratus was about to take the lead when she felt a tug in her gut. Some instinct told her it would be a mistake to speak first here, so she simply waited for Fluttershy to be ready and enjoyed the lovely garden scenery.

"So," Fluttershy finally said, "What brings you all the way out here today?"

Stratus smiled and replied, "Well... I don't know if you heard, but a few days ago the town was attacked by a Manticore."

Fluttershy's jaw dropped, and her eyes went wide, "What?"

Stratus hastened to placate the mare, "Everypony's okay! Nopony was seriously injured. Honestly the worst was-"

Stratus blushed hotly as she thought of the "most injured" pony, and cleared her throat, "A-anyway, the point is: I need your help to make sure something like that doesn't happen again."

Fluttershy, who had started tracing a little bunny in the dirt with her hoof, asked, "My help? But... what can I do?"

Stratus replied, "Well, I hear you're an expert on the botany and animals of the Everfree forest. Rumor has it that even you and Zecora have been spending more time together lately!"

Now it was Fluttershy's turn to blush, though hers was less scandalous and more demure, "Well, that's really neither here nor there."

"On the contrary, Fluttershy, I believe you have the skillset I need. Look, all I am asking you to do is come to my shop and take a look around at the plants and animal parts. I need to know if anything else there could pose a danger that I just don't know about!"

Turning to the side, Stratus said with real embarrassment, "We don't get many manticores in Cloudsdale... I had no idea how aggressive they could be."

The morning air drifted between them once again, and Stratus shivered slightly. She felt better than normal, but her constitution was still battered by the cold.

Fluttershy's expression softened from trepidation to concern, "Oh! Why don't you come inside? It's a little chilly out here."

Stratus smiled warmly, "Thank you, Fluttershy!"

The mare's home was, in a word, cozy. Hardwood floors, a central fireplace, rugs, couches, and pillows. The air was pleasantly hot and thick with the smells of breakfast. Fresh coffee and bacon still sat, unfinished, on the table, and a few dishes sat near the sink.

"Sorry about the mess," Fluttershy said, ducking her head, "I... don't get a lot of visitors."

Stratus picked one of the larger chairs to settle into. She once again cursed her larger than standard frame for making chairs so awkward, "Not a problem, Fluttershy! Celestia knows my shop isn't as clean as it probably should be. But, well, being in the hospital will do that to you."

Fluttershy's head spun around with concern, "The hospital? You weren't stung by that Manticore, were you?"

Stratus quirked an eyebrow curiously, "No, why?"

Fluttershy breathed a sigh of relief, "Because I really can't handle another creature melting into my floor."

Stratus was at a loss for words for some time after that.

Eventually, after tea had been made and cookies consumed, the topic moved back to what Stratus wanted.

"So," Fluttershy said, pondering the offer, "You want to pay me just to... do a safety inspection?"

Stratus nodded vigorously, "You're one of the best botanists and naturists in Ponyville! Probably the best," Stratus noticed a slight blush color the yellow mare's freckled face at the comment, "not to mention that you're an Element of Harmony! Having your seal of approval on the place would definitely help makeup for... weeell, the public disaster I caused."

Fluttershy giggled a laugh, and actually snorted. It was extremely adorable.

"Pardon me," she said after her giggle fit was done, "I see your point. Sure, I can come into town and give it a look. I'd like to do it in the early morning, though, when not a lot of other ponies are around. It's not that I don't like them! Crowds just make me..."

"Anxious?" Stratus supplied, "Exhausted, frantic?"

Fluttershy blinked in surprise, "Yes! How did you know?"

Stratus shrugged, "I have a... medical condition. Crowds are bad for me too."

This time, the silence that followed was not an awkward one. There seemed to be a genuine connection between the two young mares, sitting quietly in a little house by the woods

"I'm glad I met you, Stratus," Fluttershy said, unprompted, "you seem like a good pony. I hope we can be friends."

Stratus smiled, and felt a slight twinge in her side, "If you'd like to be, then we already are!"

Fluttershy grinned back at her, and the two finished their tea in companionable silence.

Prologue 5: Antebellum

Chitis waited for the ceremony to begin. She was nervous, and probably would be sweating if she had the capacity for it. She, as well as all 200 other automi, stood in one of the grandest, deepest chambers of the Changeling hive. A room which had been sealed so long that it took four warrior caste changelings to crack open the thick stone door. The skill and vast quantities of Love of the builders of old was easily apparent in the intricate carvings on the walls, depicting the Changeling rise to ascendancy. Small cuts and ships in the rock caught the light of flickering green flames, and constellations of emerald stars shone from nearly every surface.

In the center of the large circular chamber, there were a series of shallow recesses in the floor. Very nearly like a pony "swimming pool", but with a much less obvious purpose. Usually this pool would be empty. The cold stone untouched for centuries since it was last used to create the Warriors. Now, it was full nearly to bursting.

The heady smell of Love wafted from the surface of the deep recess, making Chitis' mouth water at the thought. Love was in short supply at the moment, though the situation had improved somewhat since the Queen had stopped sulking and gone back to managing operations.

The Queen... she wore no regal clothing today, her chitin smooth and bare to the eyes of her adoring subjects. She stood directly in the center of the bubbling pool of Love, eyes closed in rapt concentration. Her turquoise hair, usually hanging limply by her face, was full and glorious, flowing and shimmering in an invisible wind. The holes of her legs had filled and were made whole, a form she only had the opportunity to wear when she was not starved of Love for too long.

This was it. This was the moment. Chitis had submitted the final plans to the queen, and now a grub would be made into the first Swarmling by the power of Her.

The grub had been specially chosen. It was highly adaptable, intelligent, and showed flexibility of thought unheard of in the small, squishy creatures. It was Grubby, Chitis' own ward, who would now become Bellum, her magnum opus. Chitis' wings shivered with pride. Her eyes were dark with worry.

Much as the Queen disliked having a Proxima, she was not a fool by any means. She would follow the plans Chitis had made with the skill of a master violinist sight-reading a new piece of music. This was too important for petty politics and teasing to come between them. In this chamber, the Hive was united as one, for the survival of them All.

Grubby, whose black eyes had beheld its mentor conceive of its transformation, was gently lowered into the pool by a single ancient changeling who had been hibernating here since the room was sealed.

Chrysalis breathed in. The glimmering depths of the pool shivered at her touch, a favored hound recognizing its old master. The vapor that rose from the top of the pool gathered, swirling in funnels that led directly into the gaps between her chitinous plates.

Grubby's head disappeared beneath the lapping waves of Love, and the Transformation began.

The breath was immediately knocked out of Chitis. A howling wind roared down the tunnel leading to the chamber, and many of the automi either stumbled forward or collapsed outright at the sudden vacuum of Love in the air. The Queen's horn began to glow with a pale greenish-white light. Tendrils of smoky vapor began to flow out from her, rather than in, and they sank beneath the liquid's surface.

Chitis could see nothing of the process that occurred, but she could feel everything. A phantom pain plucked at her limbs as the Queen molded and broke the grub down, disassembling it piece by piece to be remade. Almost no Love went into the physical form. It would be visually impressive, but frail. That part was over quickly.

A thump went through the chamber as the Queen created a living mind for this non-sentient creature. And not just any mind, a stunted version of the Queen herself. Special pores were pockmarked across the changeling's back. Nurseries for its brood, it would grow grubs in these tiny niches that would never grow longer than an inch or two. Large, lightweight wings meant for minimal energy exertion and easy gliding. It would not be fast, but it would survive.

And the most radical divergence of them all: the removal of the ability to change form at will. Once this changeling chose a form, that is who it would be for the rest of its life. Chitis wondered briefly about her ward. Would Grubby, in another time, have grown up to be an automi like her? Would it have had friends? A life? Now, it was an experiment. One on whom her life depended.

The removal of the Change aspects left a large amount of free energy. The Queen, following the instructions memorized from Chitis, applied these with mastery to the mental architecture of the Swarmling. Its powers could only be guessed at, and would need to be measured, but the calculated rate at which one Swarmling could gather Love... it was staggering.

Then, in went the memories. The genetic legacy of every changeling to ever live, thousands of years of skill and experience. Not all of these would go to it, there was simply too much information. Subterfuge, Cunning, Guile, Deception. These were the arts of the infiltrator, and these would be the foundation of the Swarmling's very existence.

By the time the Queen was finished, three hours of steady chanting, murmuring, and artistry had passed. The pool of Love was nearly half empty, and the pale grey form of a newly molted Changeling was visible in the pool.

Chitis' breath caught in her throat, and she stepped forward to the very lip of the stair. The ancient changeling who resided here stared at her unblinking, ready to decapitate her if she so much as thought of stepping a hoof into the pool herself. She was Proxima, not Queen. And there were traditions here, older than the stones, to be observed.

The body in the liquid shivered.

"Leave us!" the Queen ordered. Her voice, the first noise to break the silence, cracked like a psychic whip above the heads of the Automi. Everyone piled out, speaking quickly and with excitement. Only Specks spared a glance back at Chitis, who gave her be-goggled friend a wan, tired smile. She would be alright. She would be.

The ancient stone doors were dragged shut, and all natural lights went out. All that were left were the Queen, the Proxima, and the Swarmling.

The Swarmling stirred again, getting one long leg underneath it. Slowly it worked another, and within seconds it was standing shakily, knees knocking and barely able to hold its own weight. Chitis smiled, mostly because it was designed that way.

Two massive sky-blue eyes blinked slowly in the dim light of the pool, and it looked upon the Queen as its first sight of this new world.

"Who am I?" Chrysalis intoned.

"You are my Queen," the drone responded immediately, and with a confidence that bellied its tiny form.

"And who do you serve?" Chrysalis recited.

"My Hive!" the Swarmling shouted, trembling from the effort.

"And what is your purpose?" Chrysalis asked, softer.

"To corrupt the Elements of Harmony," the Swarmling replied, giving its best approximation of a devious grin. It looked more like it was about to throw up.

Chrysalis looked to the Ancient, who nodded. Then its head slumped to its chest, and the light coming softly from within it dimmed. Hibernating again, until the Rites needed to be performed once more.

"What is your name?" Chitis asked, as was her right.

The Swarmling turned to her creator and locked eyes. Chitis didn't know why, but the stare made her uncomfortable.

"I am Bellum," the Swarmling said. And the Ritual was complete.

Chapter 6: Inspection, Reflection

The shop's bell tinkled slightly as the two pegasi mares entered the shop. Chilly morning air blasted into the warm, homely interior, and Stratus quickly shut the door. She and Fluttershy stood shivering for a moment, warming their hooves and faces with their breath.

A thick layer of snow lay draped across the sleepy town that morning, delivered last night in preparation for the upcoming festivities. The roads had been given extra attention, so when everypony woke up, they could all have fun shoveling to together! But for two rather long-limbed mares traveling at nearly six in the morning... it was quite taxing.

Soon enough, however, the sights, sounds, and smells from within the shop caught Fluttershy's attention. She batted her effortlessly perfect eyelashes in amazement, stunned by the sheer variety on display around her. The main bulk of the store was made of either oak or pine wood, including the stands and tables which had all been purchased locally by her family. Each box, bin, and barrel was fit to bursting with strange and varied bits and bobs. It looked less like a "general store" and more like a variety show.

Then Fluttershy noticed the plants section.

At first, she gasped, which Stratus didn't think was the best start.

Then her eyes went wide, and the color drained from her face. Definitely not good.

Finally, she closed her eyes and took a deep breath, then turned to Stratus with a concerned look in her eyes.

"Not good?" Stratus asked, cringing. Fluttershy simply shook her head without a word.

They stood there awkwardly for a few seconds as Stratus struggled to come up with something to say. She felt like she should defend her shop, but... if ponies could get hurt...

She looked Fluttershy straight in the eye. The other mare was dressed in an understatedly cute manner. A green turtleneck with a small silver necklace, with a little bauble in the shape of a snake on the end. Mentally, Stratus cocked her head.

"Fluttershy," she began, "What should I do?

The young mare blinked in surprise. Almost nopony ever asked for her advice unless it was about animals. Certainly they wouldn't have asked her about how to contain dangerous plants.

Except half her life was spent containing dangerous plants. The other half was spent corralling dangerous animals. Despite her timid nature, this mare had an iron will.

I wonder... could I have been wrong about her? Stratus thought idly.

"W-well," Fluttershy began quietly and nervously, "you see, I think you maybe should- that is, if you want to, I think that-"

Stratus held up a hoof like a foal waiting to ask a question.

Fluttershy stumbled to a halt. She sighed and asked, "Yes?"

She sounded resigned, like she expected to be interrupted, like she was used to it.

"I need to apologize Fluttershy," Stratus said, face honestly portraying sincerity, "I assumed that you would want someone else to take charge. But you know what to do here, don't you? Better than me, probably better than anypony except Twilight or Applejack."

Fluttershy blushed at the compliment, and tried to look away, but Stratus gently used a hoof to turn the pink-maned mare's face back towards her.

"You're in charge Fluttershy," Stratus said, "I promise to trust you, and work with you as you say. Alright?"

Fluttershy opened her mouth as if to reply, but the bell chimed again, and an icy blast of cold air knocked into the both of them.

"Gooood morning, my lo-" Scarlet Ember said, stopping mid-way through her proclamation as she saw the other pony in the room, "-uh... my... lovely neighbor! Yes! Ha!"

Fluttershy looked between the two of them. She smiled a small, knowing, smile and then said to Stratus gently, "I'll wait outside for a second. I wanted to play with the snow before everypony else got a chance to, anyway. It's the best part."

Skirting around the sturdy earth pony mare, who made Fluttershy seem practically willowy by comparison, she left the store with a soft jingle.

Scarlet slowly turned to face Stratus, "Sorry..."

Stratus laughed it off, crossing the distance to Scarlet and throwing her arms around the other mare, "It's great to see you, Scarlet! Finally out of the hospital?"

Scarlet scratched at her head, laughing, "Haha, yeah... we probably shoulda waited until my legs were fully healed to... you know..."

The stocky mare blushed furiously, "Oh... fiddlesticks, I'm no good at this."

Stratus chuckled and gave the mare a light kiss on the cheek, "I know, Scarlet, that's why you're so fun to tease."

Scarlet visibly shuddered at Stratus' touch, even the very light one, "Celestia, Stratus... sometimes I think you were an angel sent straight from the Sun itself..."

Stratus smiled at her earth pony mare and, as a reward, leaned in for a slower, fuller kiss.

Scarlet came away trembling and breathless, her mind dizzy with thoughts of their passionate night together. She cleared her throat, "I just came to say, uh... well I want to continue. What we did... er, I mean. I-I haven't dated in a while, and I barely know y-"

Stratus silenced the other mare by giving her a quick nip on the neck and folding one large wing around the smaller brown pony.

"Why don't..." Stratus said, very obviously eyeing Scarlet's toned physique and generous assets, "we talk about that more later? Tonight, after dinner? Your place?"

Scarlet's mouth flapped open and shut for a moment, before a small voice croaked out, "Sure!"

Stratus smiled and planted a smooch right on the smaller mare's forehead, "Wonderful. Now, would you mind if I got back to my guest? It's currently unsafe to be in this building at all."

Scarlet blinked, a bit of the hazy wonder fading from her eyes, "Oh."

"That's why we're doing dinner at your house."

"... I see."

"Great!" Stratus beamed and gave Scarlet one last kiss on the cheek before ushering her out the door with calls of "Happy Hearth's Warming Eve!" even though the holiday was still a few days away.

True to her word, Fluttershy was sitting in the snow outside, making a small snow castle with her hooves. She had on a pair of delightfully fuzzy looking mittens that matched her shirt.

"Sorry about that," Stratus said with a wry smile, "professional discussion, neighbor stuff."

Fluttershy smirked, "Right... neighbor stuff."

Stratus nodded very seriously, "Oh yes, most important."

Fluttershy laughed, and the two headed back inside.

"Okay," Fluttershy said once the white brilliance of the world outside had dimmed, "You want to do this my way?"

"I do," Stratus said, nodding firmly.

Fluttershy still seemed skeptical, "And you promise not to ask questions?"

Stratus looked at the cream-colored mare flatly, "Fluttershy, you're an Element of Harmony. Who would I even tell? But no, I won't ask questions."

"Good," Fluttershy said. A shiver went through her. She was in charge, no take backs or strings attached.

She breathed in, then got to work.

"Okay, we're going to need some things."

Three hours and two sweaty, exhausted mares later, Fluttershy deemed the store safe for habitation. All of the dangerous fauna and animal parts had been organized and sealed, odors that were somehow hazardous had been neutralized, and a bundle of something called "Poison Joke" had been burned.

At the end, the two mares sat at the service counter, enjoying some hot coco that was a local favorite in Ponyville.

"Fluttershy, I have to say," Stratus remarked between gulps, "you are a truly impressive mare."

The other mare grinned, and this time there was a gleam of real confidence in her eyes, "I can do more than ponies think I can. I just... I don't want to start a fight. There's already too much fighting."

She deflated slightly, eyes turning down to the countertop.

Stratus let the silence hang for a little while before asking, "You're the Element of Kindness, right?"

Fluttershy nodded, not looking up.

"Then where do you let out your anger?"

The question hit Fluttershy like a lead brick. She was silent for a few moments, long enough that Stratus was worried she'd pushed the wrong button, but then Fluttershy finally replied. In a very soft voice, she said, "I don't get angry."

Stratus did not respond. As the time dragged on, and the conversation bled to death on her kitchen floor, she changed topics, "Will I see you at the Fair on Hearth's Warming?"

Fluttershy immediately perked up, "Of course! It's one of my favorite times of the year! So many fuzzy sweaters, so many cute little animals around, what's not to love?"

Stratus smiled, matching her friend's energy, "Well then, Miss Fluttershy, I believe that is when next we shall meet!"

Fluttershy nodded, "It's a date!"

Almost immediately she blushed and ducked her head, as if expecting to be reprimanded, but Stratus did not correct her.

"Do you want me to walk you back to your cottage? The way might be dangerous," Stratus made sure to exaggerate her tone, overly emphasizing Fluttershy's need for protection. The other mare saw what she was doing and smiled.

"No thanks," Fluttershy said, smoothly putting on her cap and gloves, "You'd only slow me down."

She left with a wave, and the doorbell jingled. Stratus was left smiling, sipping patiently from her delicious new beverage.

Chapter 7: Speaking Of...

Twilight's tree house glowed from within with a soft, amber light. The tinkling sound of laughter drifted out from a small circular window, which had been left open to let in the crisp winter air. The library was being decorated for the upcoming festivities by every member of the reclusive librarian's friend circle. All six of the Elements of Harmony gathered under one roof, and half of them with one thing very prominent in their minds. One pony, in particular.

"Should we invite Stratus over for Hearth's warming?" Pinkie asked, completely unprompted, as she walked out of the kitchen balancing nearly two hundred tiny cookies across many baking sheets. They smelled divine, as Pinkie's confections always did. Twilight had accused her several times of changing the recipe somehow, to which Pinkie always shrugged.

"What?" Rainbow asked as she hung an evergreen wreath on one of the higher branches.

"Who?" Applejack echoed, placing a perfectly normal apple, which she insisted was festive, onto a largely unornamented shelf.

"It's the new mare in town," Fluttershy explained to Applejack as she dusted a bookcase with a pastel wing, "She opened up that store... something... Flarket?"

"What?" Rainbow asked again.

"Rainbow, if you're going to ask questions then get down from there!" yelled Rarity, who lounged nearby on Twilight's rather drab couch.

Huffing with exasperation, Rainbow zipped back down to the floor, flicking her mane from in front of her face, "What're we talking about?"

"Some new mare," Rarity said, feigning disinterest. Twilight rolled her eyes affectionately at the fashionista. She hadn't turned a page in her novel in almost 15 minutes.

"Oh!" Rainbow practically squeaked, "I-I mean. Ohh, heh. Who is she? What's she all about?"

"Well she's taken, for one," Fluttershy said with a small smile, "I think she and Scarlet Ember are seeing each other."

"Scarlet?" Applejack said incredulously, "Ain't no way!"

"Yeah, trust me," Rainbow said absentmindedly, "she is NOT into mares."

There were a few seconds of awkward silence, and everypony present looked at Rainbow. Rarity looked over the top of her book at the young pegassus.

Rainbow froze, and then blushed, "What?!"

The other five mares in the room all chuckled, leaving Rainbow even more confused.

"Anyway," Twilight continued where Fluttershy had left off, "She's new in town. She's a pegasus, but she must have royal blood in her somewhere. She's huge!"

"Twilight, dear, that's impolite," Rarity noted.

Twilight glared at the purple haired unicorn "You know what I meant, Rarity. And if you aren't going to help, you don't get to gossip either!"

Rarity groaned dramatically, and then slid herself off the couch. She reached into a box of decorations and began pulling out baubles to hang.

"As I was saying," Twilight continued, "she's very nice, and offered to source some rare magical ingredients for me. She was good on her word, too, her store has the genuine articles."

"Oh, Rainbow?" Fluttershy said, remembering the name she had forgotten, "you remember the Fairweathers?"

Rainbow blinked her magenta eyes at the pastel mare, "... the what?"

"Fairweathers?" Rarity said with interest, "As in... the Cloudsdale Fairweathers? No wonder she's well-stocked. Even if she's a distant relation, her family are one of the foremost suppliers of rare goods from across the seas in the world. I buy silk from them sometimes when I need it for demanding clients. I wonder if she sells any?"

"Now hold on a second," Applejack said, turning to face Rarity, "Don't you live here? How come you haven't met her?"

Rarity sputtered in indignation, "Why, Applejack! I was away on important business! And what's your excuse, hmm?"

Applejack gave her a blank stare, "Rarity. I live two hours' trot from here on a farm. I hardly meet anypony Pinkie doesn't introduce me to first. And Big Mac's never mentioned a new pegassus bein' at the stall."

"I think she's nice!" Pinkie said, once again regaining control over the conversation that was originally hers, "And she barely knows anypony here. If she doesn't have plans to stay with anypony over Hearth's Warming, we should invite her to stay with us!"

"Agreed!" said Twilight.

The others continued chatting about this and that, but Fluttershy's mind lingered on the conversation. What did she think of the golden pegasus? She was pretty, certainly. But Fluttershy had an odd feeling about the mare. The question she had asked still lingered in Fluttershy's mind. It had been a strange thing to ask, yet oddly poignant.

If I had to call her anything, Fluttershy thought as she hummed softly, placing a small gnome on a shelf, I wouldn't say that she's nice. She's polite. I would say she's interesting, at least.

"I agree," Fluttershy said to herself quietly as the others argued about which of them got to eat the freshly baked cookies first, "we should invite her."

"What was that, sugarcube?" Applejack asked over the din of the others, and immediately the noise quieted somewhat as they let their quietest member speak.

"I think we should bring her," Fluttershy said, blushing at being the center of attention and hiding behind her bangs, "I like her."

Applejack's jaw nearly dropped to the floor, and she whirled on Rarity, "Fluttershy met the new mare in town before you did?"

"It's not my job to meet everyone that steps off the train!" Rarity shot back.

"That's my job!" Pinkie added, "Stop trying to give it to Rarity!"

Fluttershy smiled as she listened to her friends. She scratched absentmindedly at the base of her neck. It was a little itchy.

Stratus Fairweather sat in her bed with a nice book she had brought from home. Her room was spacious, and warmly lit. She had brought a few odds and ends from Cloudsdale to decorate. A Full-length mirror, her favorite floral-patterned sheet set, her chest of drawers, and the nightstand she'd had since she was little. She readjusted her wings and gave them a gentle flap, sending a gentle rain of glittering gold flecks flying from them. The room was starting to feel like hers now.

While one of her hooves held the book, the other stroked the mane of Scarlet Ember. The earth pony was sound asleep, head lying in Stratus' lap. Her nostrils flared as the golden dust reached her face, and a beatific smile slowly spread across her features.

"Hmmm..." she sighed contentedly, half awake and half dreaming, "Love you..."

Stratus felt a warmth envelop her body, and she smiled down at her earth pony, "Love you too, Scarlet. Dream sweet dreams for me, won't you? Or maybe of me."

Stratus chuckled at her little joke, and went back to reading her book.

Prologue 6: Lessons in Artistry

Bellum cried out in pain as she was launched across the small training room. She felt the chitin of her leg crunch beneath her as she landed wrong and tumbled onto the floor.

A disappointed sigh echoed from the other side of the hall, "Seems initial strength values are even less than we'd hoped for..."

Bellum winced as she forced herself to her hooves, her front right leg ached as she limped on it.

She stood in a square box, about twenty feet on all sides. At the far end from her stood a gaggle of Automi, as well as her current tutor. She'd already had many tutors, and there was still much to learn. This one was Spymaster Leer, recently returned from scouting out her alibi. He had been assigned to teach her to defend herself out while in the field. So far all she felt like she was learning was how to get her flank kicked in any given scenario.

To his credit, Spymaster Leer, who was not a large changeling by any standard, turned to the scientist who had made the remark and stared at the being until they quietly left the room in discomfort.

He turned back. Leer was missing an eye, and instead the hollow socket was filled with a magical globe of green fire. Apparently he usually just wore a patch, but today he wanted to set an example.

"Bellum," he said, his scratchy voice carrying easily to her, "again."

The young changeling gritted her teeth. Her Love reserves were running dangerously low already, but she knew that Leer would not let her rest until she'd used everything she had. She had been surprised with him when their lessons had started. He did not want to make her a great warrior, nor did he want her to earn renown as a great assassin.

"The only thing you need to do," he had said to her when they first met, "Is escape. Escape, survive, and lie. Those are your three commandments while on mission. If you live, you succeed. You only sacrifice your life if there is no other way."

Now, he did the part she hated most. He Changed. His form shifted, melding and expanding until he was a large red unicorn, dressed in the regalia of the Canterlot Guard. Leer leveled a shining white and gold spear at her, shouting, "Halt! Trespasser!"

Bellum hated this lesson. She hated Leer for making her do this in public, for exposing her failures for all the other Automi to record and study. How was she even supposed to-

Breathe, she told herself, and she focused on the guard before her.

"P-please, sir!" She cried plaintively, "I think my leg is broken! Help!"

She watched the chromatic bubble around Leer shift and change, mutable as he was. He hid his true emotions incredibly well, but those of his face were easy to read. The guard was worried. He did not know what she was, she could see that in his eyes.

Escape, she mused as she began to limp forward, tears streaming down her face and her body wracked with sobs, how do I escape?

What else was he telling her? What had she missed in the last encounter with this guard? She-

The guardspony lunged at her, thrusting the spear forward with immaculate precision. He poked her right in the leg, above the hoof.

"OW!" She yelped, jumping back, "Son of a larva-sucking, mud chewing-"

"And, you're dead," Leer said, morphing back to his usual chitinous self, "you want to take a break, kiddo?"

Kiddo, she snorted to herself, his time with the ponies has made him go native.

It is foolish to deny his wisdom, a voice spoke in her head. The voice of her Creator, whom the others all called Proxima Chitis, after all, you must go as native as any of us ever have if you are to survive this mission.

"Yes ma'am," Bellum muttered under her breath. Then she sighed, still favoring her injured leg. She looked back up at Leer, "One more time. I want to see if I can figure him out."

Leer looked skeptical, but nodded and Changed again. That same damned guard that she'd been fighting all day. If she ever saw this stallion once she was outside the Hive...

She circled him from a distance, taking in every piece of information she could about him. He smelled clean, no trace of drugs or alcohol, so his senses were sharp and keen. He was on high alert, having seen her outside her disguise. He was... he was standing weird.

Yes, she thought she had imagined it but the crimson pony stood awkwardly, like he was trying to... to protect the automi.

It clicked. Bellum bounded forward, her hooves scraping the stone with the force she put into her leap. That seemed to take Leer genuinely by surprise, and he braced with the butt of his spear planted firmly into the ground. Her eyes never left his as her wings shot out, changing her trajectory mid-flight, and causing her to bowl right into an Automi that had stepped a little too close to get a better view of the fight.

The scientist squawked as the smaller Bellum wrapped an iron hard leg around his throat, taking him to the ground and positioning him between her and the guard.

"If I see one spark out of that horn," she snarled, "he dies."

Apparently her act was convincing. A lot of the Automi around her backed up a few paces, and she could taste, smell, and see their Fear radiating around them.

Leer smiled, dropping the guise, "Very well done, Bellum. You've learned how to take a hostage."

She smiled back at her teacher, heart brimming with pride at his praise.

The automi she was holding tapped her foreleg, "Um... can I get up, please?"

Bellum sat in her room, writing in her journal. Her Creator had told her to keep a journal, and said it was the most precious thing one could own. Well, Bellum didn't own much, so she intended for all of her things to be precious.

The room was nice, by changeling standards. A fairly large sleeping alcove, a desk for writing, a training dummy, some rocks to lift. No decorations of course, but there were hardly any in the whole Hive. She was being taught that, too. Decorations and fashion, frivolous pony things.

Changelings have no need for frivolity! she thought patriotically, even though she still remembered how artfully her birthing chamber had been crafted by the Builders from long ago.

There was a soft knock on the door, and Bellum knew it was her Creator on the other side.

"Come in!" she said, and the door creaked open.

Proxima Chitis entered the room, ducking to fit in the small doorway, and was followed in by a dazed looking pony being led on a chain. The poor creature was practically radiating Love and nothing else. It wasn't the pure kind of Love, not like the kind ponies gave to each other, but it was enough to satisfy the appetite of an Automi.

Chitis smiled at her creation, sitting down across the small writing table from Bellum and attaching the Love harvester's chain to a niche in the wall.

"Hello, my gorgeous little experiment! How was training today?"

Bellum looked at Chitis flatly, "You literally talked into my head during it."

Chitis did not choose to reply to this comment, and instead looked at Bellum expectantly.

Bellum smiled, and said, "Leer taught me how to take hostages today!"

Chitis arched an eyebrow, "Really? And how did he teach you that?"

Bellum blinked. This was not one of the questions she had been asked before on previous days. What was this? Another test? Her eyes immediately scanned the room for any hidden assailants.

"Why do you ask?" she replied carefully, getting up from the table as if to fetch some water from a naturally pooling basin in the corner of the room.

"Because," Chitis said, watching as Bellum went over to the watering hole, "often the way the lesson is taught is as important as the lesson itself."

Bellum relaxed. That was the Chitis she knew. Leer wouldn't have made something like that up, he didn't know Chitis well enough to copy her mannerisms so precisely. Still, the paranoia that she wasn't actually talking to her Creator was hard to ignore.

Bellum sat back down and took a big gulp from her stone mug, "Well, he played the role of a guard," she began, "he had a weapon, I didn't, so overpowering him wasn't an option. He was a unicorn, so magic was basically off the table, and he was standing so that it would look like he was protecting the scientists."

"And what did you do?" Chitis asked, taking a sip from the harvester. The Love he gave off had an acrid tang to it, but one could ignore that. Especially when hungry enough.

Bellum did likewise, allowing the warm sensation to fill her, clearing her mind and erasing some of her fatigue, "Well... I made him think I was still attacking him head-on. He thought I was making a mistake, but I did the right thing."

"And how did you know it was the right thing to do?" Chitis asked pointedly. There was something she was getting at, here.

"I... I uh..." Bellum thought hard, but she couldn't grasp what her mentor was getting at, "I don't know. It just was."

Chitis smiled, "That's alright. You should think on it, though. You will need it on your mission."

Bellum quirked her head, "Why?"

Taking another sip of the harvester, who shuddered blissfully in the corner, Chitis replied, "Leer has a... unique view of the world. To him, everyone is an enemy, and he treats each being he encounters as a threat until he knows fully what they are capable of. He has planned many ways to eliminate you, me, and perhaps even the Queen. It is what makes him so good at his job."

Bellum blinked, "But... you and the Queen created me."

Chitis' eyes narrowed at her young experiment, "And it is from your Creators that you should always expect the greatest betrayals."

Chapter 8: The Hunger

Fluttershy moved softly around her little kitchen, the tinkling of plates and dishes being washed overlapped with the sound of a record playing in the other room. She hummed along to the song, and several birds landed on the windowsill above her sink to listen. Beyond the window, it was a snow-coated wonderland. Thick drifts of the fluffy powder had swamped the landscape around her secluded cottage, and the peace that snow always brought was one of her favorite things about the season.

She had just finished a cup of tea and was trotting happily over to her reading chair when the front door slammed open. She squeaked and dropped her cup, though luckily it was caught by a local badger that had wandered in.

"Oh, goodness!" she said, feeling her pulse pound against her skin. That had scared the heck out of her.

She looked up to see the diminutive form of Angel at the door. She did what she always did when she was alone, and gave the animal she was talking to a silly voice.

"Mother!" she said in her best deep and gruff impression, "something is wrong!"

The bunny, long since used to this, nodded rapidly.

"What's wrong, Angel?" she asked in her normal voice, perhaps a bit more lilting than usual with her favorite bunny rabbit.

He pointed behind him towards the forest.

"There is something in the woods!"

"Oh no, something awful!"

"Yes! Very bad! Rawr!"

Angel gave her a flat stare and she chuckled gently, "Sorry, Angel, I'll stop. But is it really serious? Not just something stealing your spinach treats again?"

The white rabbit folded his arms and scowled.

She laughed again, "Alright, let's take a look at what's going on."

She thanked the badger for the save and placed her tea on a small end table next to her cloth-bound reading chair. Wrapping herself up with a wool cap and scarf, both bright green, she followed Angel out into the wintry air.

Immediately the biting wind caused her to shiver. She always missed the warm bulk of her bear friends in this season, but she wasn't about to disturb their hibernation just for a windbreak. She hurried along behind Angel down the path that ran through her garden, and out the front gate.

The Everfree loomed before her. Even on the outskirts, the trees were tall, and the boundary between the domain of the forest and the rest of the world was clearly defined. Not a single root or twig from the forest ever took root outside of it, and no other tree that Fluttershy had seen would grow within.

Angel waited just on the other side of the boundary, tapping his foot impatiently.

"Okay, I'm coming!" Fluttershy said, and she stepped very warily into the edge of the dark wood.

She silently sent a prayer of thanks to Celestia when they reached their destination rather quickly. Angel stopped on a small rise and stared down at the other side, then he turned and looked at her. The look in her rabbit's eyes worried her greatly. He was afraid.

The only thing she knew for sure he was afraid of was her getting angry, so for something to worry him this much...

She crested the rise and looked down into the small depression at the base of a tree growing there. She gasped in horror, and stumbled back a pace. at the bottom of the hill, several creatures had been... the only word she could think of was drained. Like the stories of the vamponies, but worse.

The various carcasses were grey and ashen. As in, literally made of ash. As if everything that had bound them together had been sucked out. Fluttershy, experienced with all sorts of animal nonsense living here, recovered quickly, and steeled herself.

She walked down into the grove very cautiously, trusting her and Angel's senses to keep them alive.

She checked the trees around her constantly. She didn't know whether to be comforted or worried that the Everfree seemed almost... quiet. Not silent, but muted.

As her yellow hoof touched one of the bodies, it crumbled to dust, and she jerked back as if bit.

She hadn't even felt it crumbled. It hadn't made a sound.

"This is bad," she muttered, "this is... wrong..."

Turning, she made for Ponyville as fast as she could.

Some hours after she had gone, the forest began to stir back to life. Small animals wandered into the grove to look at what had happened. By then the ashen corpses had all but disintegrated, leaving no trace.

A bird hopped up, landing where the previous few corpses had been.

There was a flurry of movement, some squawking, and a horrible crunching, sucking sound.

The bird's carcass dropped to the floor, ashen and drained.

The other animals fled the scene, not wishing to be caught. The forest was silent once more, save for the sound of an unseen hunter licking its chops.

Chapter 9: Fire, Fire

Bellum awoke. Some Thing had Changed.

She blinked slowly, looking around her. Ponies. Laughing, tinkling. A sound like screaming, but it was just boiling water.

She shook her head. Trying to clear it. Those were... memories. Like a dream. Something was happening now, though, something had awoken her.

"Stratus?" A voice said near her. A voice... Rarity. That was Rarity's voice. The Element of Generosity.

"Everything alright dear?" Rarity asked, her glittering blue eyes showing real concern.

Bellum smiled.

"Yes, Miss Rarity. Everything is just fine."

Rarity smiled back, and seemed relieved, "Good. Fluttershy told me about your... weak spells, I was hoping I didn't accidentally trigger one of them."

Bellum laughed softly and moved to get the tea kettle off of her little electric stove, "I see I am the talk of the town!"

Rarity blushed, and quickly waved a hoof to shoo off the comment, "Oh, no, nothing like that! All good things I assure you! In fact, I believe Fluttershy wanted me to invite you to attend our little Hearth's Warming get together! Unless you had other plans, of course."

The mare batted her long, dark eyelashes superficially at Bellum, who had to stop herself from rolling her eyes.

This is what passes for subterfuge among your kind, is it? She wondered.

"No, I don't have anything else going on!" She answered cheerfully, moving around the small wooden table and pouring Rarity a drink. It was... tea. Of a sort. Definitely made from herbs. Herbs found here, within her own shop.

Rarity, ever the polite guest, took a sip of her herbal tea.

Bellum smiled.

"I'd heard that you and Scarlet Ember were calling upon one another, is that true?" Rarity said between sips, "Oh, darling, this is positively delightful!"

"Thank you, its a family recipe from overseas," Bellum feigned bashfulness, "And yes. Scarlet and I have been spending more time together recently. Nothing official, but... I like her. She saved my life, you know! Not everyo- pony gets a knight in shining armor like that."

Rarity snorted into her tea, "It's quite funny you say that. Did you know Twilight has a brother named Shining Armor?"

Bellum laughed, "Really? Wow, he must have a complex."

Rarity giggled again and said, "Oh, dear, you are too much! No, he's quite a lovely young stallion. Married now, unfortunately."

Bellum sat across from the white mare, whose eyes were becoming unfocused and cloudy as her words slurred and her tittering laughter elongated.

Why am I so on edge? Bellum wondered, what happened?

She decided that, in the comfort of her own lair, with her target almost fully sedated before her, she could risk a bit of magic. Her eyes began to glow ever so softly green, and to them a brilliant aura sprang out from around Rarity. Violet Generosity, the chief of her emotions, was slowly being devoured by the smoky grey haze of Sleep. There was a hint of Anger there, a hint of Lust, but in such small amounts it barely mattered. Everything was as it should be for first touch. So why-

There was a pounding on the little wooden door that led outside, causing both Bellum and Rarity to jump.

"Good gracious," Rarity breathed, a large swathe of Fear spiking out through her drug-induced haze.

"I'll get it. It is my shop, after all. Please, finish your tea!" Bellum briskly strode from the table with a strength that bellied her body's wispy frame, and pulled the door open sharply.

Outside stood Fluttershy, standing alone in the darkness of early morning.

"Fluttershy?" Bellum asked with concern.

"Something's wrong," said the yellow mare, "I-I... don't know why... I wanted to talk to Twilight but... I ended up here."

The smaller mare shuddered as Bellum placed a soft hoof on her shoulder. A Connection was formed with the Hive-Grub that Stratus had implanted in Fluttershy's neck. The Yellow mare's eyes unfocused and she began speaking and whispering to herself as Bellum reviewed her host's memories.

An attack in the woods. Dead animals. Drained, and blackened corpses.

No... Bellum thought to herself, no, he can't be alive.

This demanded immediate attention. The Hearth's Burning plan would have to wait. She could not afford to have another player in the game while she was still in the delicate setup phase.

With a few quick sips and pushes, Bellum "adjusted" Fluttershy's memories of earlier that morning. She had been in her kitchen, talking to her bunny in a strange voice. She had decided to ignore his little gibbering message, because she wanted so badly to talk a walk in the Everfree with her good friend Stratus Fairweather. She'd seen some dead birds though, so she'd decided to go to the village and spend time with her other friends instead. She would stay away from the forest for now.

When Bellum stepped away, Fluttershy blinked, looking around, seeming at a loss for a moment.

"Did you want to come inside and say hello to Rarity?" Bellum asked sweetly, watching as the young mare's Love began to grow and consume the other emotions around it, tinting and changing her memories to better suit Bellum's purposes. Always useful when the subject wanted everything to be nice and cozy. Made it much easier to convince them that everything was okay, and that they should just relax.

Fluttershy gave a small smile, "Oh, I'd love to, but the snow you see-"

"Yes, the snow just came down and you want to play," Bellum responded with a matronly grin, "go on. I'll see you tonight for the Hearth's Warming get-together yes?"

Fluttershy nodded and headed off. Good. It wouldn't do for her to see Rarity in the state she was about to be in. A moaning, slobbering mess at Stratus' hooves. Bellum shuddered. Sometimes that girl's mind disturbed even her...

But that would have to wait.

"Rarity?" Bellum called as she shut and locked the only exit.

"Mmm? What is it, darling?" Came the dreamily entranced response.

"Could you fetch some flowers for me? They should be on the back shelf." The words meant nothing. They weren't even a good description of what she wanted or where to find it. They would only lead Rarity to her doom.

"Back shelf... yes of course, dear! Give me... but a moment. Ohh, steady on..." There was the sound of thumping and a loud clatter.

Bellum felt a sharp pinching come from her midsection, and the sound of something small and wet slapping to the floor. She looked down to see a freshly fabricated Hive-Grub. Minuscule, compared to normal changeling grubs. But it knew its purpose, as it began inching its way across the floor to Rarity's exposed cerebrum.

Bellum stood at the edge of the Everfree Forest, looking in towards its looming branches. The air was still cold, and the fog around her seeped through her warm coat and scarf. It was a chill she could feel filling her bones.

"I know you're there." She yelled into the woods.

Silence. Too much silence. Bellum had never been around wooded areas very much, but she was fairly sure there were at least supposed to be rustles or perhaps the chirping of insects. Maybe it was just the snow, and the cold. Or maybe it wasn't.

She waited for several moments, watching as the forest sat still and quiet. Then she turned as if to leave.

"Sister..." a whisper came from the woods.

Bellum, without making a single facial expression, turned back to regard the treeline. There, in the underbrush, she could see the light of two glowing green eyes.

Author's Note

Here, the pace picks up a bit. (lol horse puns)

Also happy spooky month!

Prologue 7: First Encounter

Bellum awoke, and immediately realized that she was not in her sleeping quarters. This was not as abnormal as it first appeared, and she did her best to stay calm and absorb as much information as she could while pretending to sleep.

She was in a square-ish room, completely blank of features, likely one of the barracks for the warrior drones. The air felt... thin, lighter than she was used to. Were they near the surface? Master Leer was there, which immediately heightened the tension she felt creeping up on her. Her Creator was there which, after their last conversation, did nothing to assuage her nervousness. Finally, there was-

Immediately her eyes snapped open and she bowed very low, pressing her nose to the stone floor. The last changeling present was by far the most terrifying. Queen Chrysalis herself was here.

This was not the first time that she had seen the Queen since her hatching, but each time had come with careful prepping from both Leer and her Creator. And none of those times had all three been in the room at the same time with her.

"I see our little experiment is awake," said the Queen with a condescending smirk.

Bellum did not say a word. She would be addressed when it was her time to speak, and she knew that.

"Indeed, my Queen," her Creator replied, and the tone told Bellum something. Proxima Chitis was nervous about something. Was today some sort of test? Some form of assignment? Her Creator had not made any illusions to the young changeling about what would happen to both of them should Bellum fail in her ultimate mission. Perhaps today had something to do with that?

Leer remained silent, as was his custom. His emotions were unclouded, however, likely out of respect for the Queen, and Bellum was surprised to find that he, too, was anxious.

"It would seem that her curiosity is piqued," Chrysalis said, "Leer, why don't you explain to her what her task is for today?"

Leer shuffled uncomfortably, leaning back against the rough stone wall that made up the chamber, "Alright, kid. Today you're... you're going to meet your mark."

Bellum tensed. Did he mean...

Leer nodded, "It's what you think. We were able to abduct Stratus Fairweather from her family for long enough for you to do your thing. She's waiting outside."

Bellum stood a little taller and looked her teacher in his hard, emerald eyes, "I'm ready."

The Queen, resplendent in her shimmering gossamer gown, fluttered her wings in pleasure, "Such spine in this one! You did well in training her, Leer. I almost begin to believe that she might just pull this off."

That comment stung more than Bellum would have liked. She knew that her Creator had faith in her design, but the idea that the Queen was sending her on what Her Highness viewed as little more than a point-proving suicide mission was... disconcerting.

Leer looked troubled as well, and he did something then that shocked everyone in the room. He spoke again, out of turn.

"Be careful, Bellum. Her mind is... complex. What you're doing is something that-"

"Leer!" the Queen said, and the spymaster immediately snapped his mouth shut.

Chrysalis turned a now much colder gaze on Bellum, who did her best not to tremble underneath the weight of the Queen's stare. They stood like that for some time, in absolute silence.

Finally, Chrysalis broke the silence.

"Bring her in," she said sharply, and a section of the wall opened inward.

A pegasus was led into the moderately sized chamber. She was quite large, for her breed, and her wingspan was absolutely massive. Bellum tried her best not to gawk at this creature she was supposed to imitate. Four gangly limbs, a mane of matted and dirty yellow hair, a creamy coat. The flank was the most interesting part, as it bore the image of a wing covering the sun. Her eyes were violet, though heavily bruised and lidded from lack of sleep and the no doubt terrifying ordeal of kidnapping.

The guards, two hulking warriors, chained the pony to the far wall, bowed low to the Queen, and then silently exited the room.

Chitis cleared her throat and spoke for the first time, "Bellum, this is your primary persona for your mission. You know what to do."

And she did. She had been trained, brutally, exclusively for this task. All at once the understanding that this was the first step on her path, and that it was being overseen by three incredibly exacting judges crashed into her.

Steady, she told herself, breathe.

She took a few moments to collect herself, calming her racing heart and fighting off a wave of nausea.

"Alright," she said, opening her eyes, "Here we go."

To begin, she commanded one of her hivelings to hatch from one of the many pores that dotted her back. There was a sharp pain in her side, the sensation always accompanied the process, and a miniscule grub slapped to the floor. She gently picked it up in one hoof, and carried it over to the drugged and dazed pony. It attached itself at the base of the neck, underneath the mane line, and quickly camouflaged itself as nothing more than a strand of loose hair. From there, she understood, it began pumping its host full of various chemicals to assess the brain structure, and began harvesting any emotion that it could reach to fuel its growth into the spinal column and up the brain stem. Once it had made connection with the host's neurons, awareness of the other pony snapped into Bellum's consciousness.

This part was normal, and expected. Now came the hard part, which she had never done before. She closed her eyes, and made connection with the grub. A series of biological processes occurred which she did not fully understand, the fruits of her Creator's sleep deprived, half-mad mind during the days following the Canterlot siege. There was a strange shifting sensation in her forebrain, nausea, and a sudden feeling of weightlessness. Then her consciousness itself slammed into the pony.

She began assimilating memories. Starting from the earliest childhood of seeing her parents' faces, and of playing with small toys. The entire time she had to remain certain that she was herself, Bellum, standing before her teacher, her Creator, and the Queen. Even as she took in memories that she was certain were her own. Even as she... began to live them.

"No..." she said aloud, though it was barely a whisper.

"Steady, girl," Leer said, despite himself.

"Leer!" the Queen snapped, "if you cannot contain your outbursts you will be ejected from this chamber. Allow her to finish."

These memories... the memories of Stratus Fairweather... were horrible. Dark things, this mare had done, even in her youth. The seventh daughter of a massively wealthy house, the cruelty she had shown to servants and playmates... the pain she had inflicted upon so many...

Bellum began to convulse as her stomach yearned to wretch at the things she had done, "I cannot be her, I could not-"

"You will be!" her Creator snapped, and that shut her up.

Control, maintain control, She thought to herself, breathing hard against the memories. The emotions that flooded her... she never could have imagined reveling in pain, enjoying the killing of things and the crying of those less fortunate than her. She was a changeling, and feasted on Love, but this... this was feasting on Fear. On Pain. On Death.

I... am a monster, she concluded, and suddenly it all made sense. This creature was not a pony, was not a changeling. It was something else, and she was simply learning to absorb it, control it. She could maintain this sphere of emotions and memories as something other, as a separate entity. Still the horrors flooded in, but Bellum was in control now. She had circumscribed this creature, and now felt for it nothing but raw contempt.

"Good," the Queen purred, "yes, child. You can see it, can't you? How it's done? The Old Way, before the Change."

Bellum sucked in one final breath. And then she Changed for the first and only time in her life.

Stratus Fairweather opened her eyes, and beheld three changelings. She smiled, and said, "Transformation complete. Ready for my next assignment." She had no clue why she said those things, only that those things were right to say.

Chapter 10: A Conversation in the Cold

"What do you want, brother?" Bellum asked.

The winter air snapped at her words, its biting chill becoming all the more apparent for her cool tone.

The creature in the dark green underbrush, covered with a thick heaping of fresh white snow, chuckled in a deep voice. The voice was soft, pleasant. The kind that, if heard from across a room, would undoubtedly draw your attention to see to whom it belonged.

To whom it belonged was a monster. No less a one than Bellum herself.

"Why, I want what you want, sister," the deep timbre intoned, "I want to be free of the Queen."

The only sound that made its way between them, then, was the slow and keening wail of the wind.

After a time, Bellum said, "That's quite a presumption, Claw. You assume much."

A throaty chuckle accompanied a rustle beneath the bushes, and the creature that emerged was all too deserving of the gravitas its voice carried. Larger than any changeling had a right to be, larger than the Queen herself by half. His thick, armored carapace was that of a warrior-born drone, but his fixated green eyes held the intelligence of an automi. His fangs were each as thick as veins, and the only thing that betrayed his awe-inspiring physique was his front left hoof. It was tucked up to his chest, grey and shriveled. She knew, logically, that it was only the size of a normal changeling's hoof, but compared to the rest of Claw's bulk it was practically dwarfed.

"I assume only what I have heard and seen, sister," Claw replied with a charming, easy smile.

"Save your flattery, Claw," Bellum snapped at the male changeling, "I may have a pony's guise but we both know what we are."

She could see in his features that he had caught the acrid tang of bitterness in her voice.

Slowly, he nodded, and the smile fell from his segmented face, "Yes. What we are, indeed."

Another moment of silence drifted over the pair as they sized each other up outside of the Everfree Forest. The brush was dead silent. Likely hunted to oblivion by Claw's unending thirsts.

Bellum decided to prod him, "So, how goes the life of an exile?"

He bared his formidable maw in displeasure, but refused to take the bait, "I think that we can be of use to each other, sister."

She arched an imperious eyebrow, "Do you, really? Because, from where I'm standing, you seem to be exclusively in my way."

He hissed and began to circle around her in a strange three-legged gait. His footfalls, which should have been thunderous, were eerily silent, and he moved with a grace unbefitting of such a large creature.

"You are weak, sister," Claw said in a harsh whisper, "I can see it in the way you stand. Should I choose to overpower you here I could end you in an instant."

Here, she knew she had the better of him. She smiled, "And then what would happen to our dear Creator?"

Claw snarled, leaping forward and slamming his armored brow into her own. There was a mighty crack as the two stood quite literally head-to-head. She did not budge even a hairsbreadth from where she stood.

His green eyes bored into her false violet ones as he roared, "Damn that wretch! And damn them all! We are the greatest of them, the newest and the best! With your aptitude for control, and my strength, we could-"

"You are a wild animal, Claw," she interrupted smoothly, "Any plans I make with you would be out the window the second that a pretty mare or stallion you fancied passed your field of vision. You would kill them, as you always do, and then where would I be? Cut off from the support of our Hive, with the Princesses on my tail?"

She laughed, then, truly and genuinely, "Claw, making a deal with you is possibly one of the worst moves any of the players could choose in this game. You are a wild card, a vagabond," she narrowed her eyes and spoke very low to him, then, "a loose end."

He huffed and stepped backwards a pace, eyes seething with rage. He looked her pony body up and down, trying a change of tack, "Why did you come in that silly guise? I might have wanted to see you."

A spark of annoyance flickered in her own heart, but she kept her cool and did not reply. He knew very well why she had come like this. Just as she knew why he was forced to hide in the woods like an unwanted dog.

His glower smoldered even deeper as he began to lose ground in this contest of wills, "Very well. You don't want my help. Fine. But which would you prefer, me as an aid, or as a hindrance?"

Bellum snorted, "You betray your own inadequacy, Claw. You already think of yourself as a tool, not a player. Is that all your ambition amounts to? To be of use? To be wanted? Try to hinder me, brother, and make no mistake. I will destroy you."

His grin was savage, "Not before I can reveal your secret, and ruin both your life and the life of our precious Creator."

Bellum threw back her head and laughed, for all the statement did to shake her nervous foundation, "And who would believe you, Claw? You? A changeling mutant?"

He began to withdraw back into the woods, still smiling eerily, "There is one who would."

Is he bluffing? She wondered to herself as she watched him depart. He still had far too much spirit left in him for her liking. Bluster as she might, Claw did physically outmatch her in every possible respect. If he decided to do something stupid, force the issue and attack one of the Elements directly perhaps-

One of the Elements. Oh no. Surely he wouldn't... was that his plan?

As soon as she was reasonably certain he was gone, Bellum turned and walked away in the early morning light from the edge of the forest. Her motions were smooth, but her mind was racing. She needed to act fast, faster than she had wanted. He couldn't know the full scope of her success, but if he intended to do what she thought he would do... this Hearth's Warming must go off without a hitch.

Chapter 11: Hearth's Burning

Spike the Dragon was sweeping the snow off the little gravel pathway when his stomach began to rumble. The air was bright and crisp, an excellent Hearth's Warming Eve morning by all accounts.

Spike rubbed his little tummy sadly, and then hiccuped.

"Oh no," he said to himself in his slightly nasal little voice, then he belched green fire and a tightly sealed scroll dropped into his claws. It bore the stamp of Princess Celestia herself, as all such letters always did. Spike sighed, placed his broom upon the treehouse wall, and wandered back inside. The interior was cozily decorated. The girls had spent a large part of the previous day decorating, and little wreaths, ornaments, and tinsel was strung up in just about every place a pegasus could reach. A rug had been put down, soft and plush, and a plate of cookies fresh from Sugarcube Corner sat under a glass cloche waiting to be devoured. A fire crackled merrily in the fireplace. Spike walked past all of this, and went up the stairs to the room of the illustrious Twilight Sparkle. She had still not gotten out of bed, nor gotten ready, despite Spike's many diligent reminders that her friends would be here any minute.

"Twiliiiight," he said in a sing-song manner, "there's a letter from Princess Celestia for youuu!"

The purple mare sat bolt upright out of bed, mane frizzing beyond belief, and a hoof was snatching for the paper before she even had here eyes fully open.

"Woah, girl!" he said, handing her greedy hooves the letter, "I'm sure she just wanted to wish her favorite student a Happy Hearth's Warming, that's all!"

"Must read!" Twilight barked sleepily, tearing open the seal and scanning the page up and down. Gently, Spike took the letter and turned it right-side up for her before heading back downstairs to finish his tasks. He caught a glimpse of Celestia's immaculate penmanship, and something about it seemed slightly off. It appeared more cramped than normal, as though written in a hurry, and it would strike him later that he remembered only two words from the passage. "Emergency" and "Dreams".

Stratus Fairweather had never been so nervous in her entire life. She sat in the middle of the den of Twilight Sparkle, surrounded by laughing and talking ponies- no, heroes. And all of them just acted like she... belonged? Her whole morning had been a blur of preparation. Getting ready, putting on makeup, choosing an outfit, making sure her wing feathers were properly preened, and a thousand other little things.

She'd been greeted by Spike when she'd arrived, who had been sweeping up snow on the porch. Rarity, Fluttershy, and Twilight had already been inside the treehouse, laughing and talking. Applejack had arrived not long after, and Stratus hadn't really gotten a chance to talk to her much yet. Pinkie Pie had arrived slightly after that, giggling ominously, and Rainbow Dash had arrived last to no one's surprise.

"So, Stratus," Rarity asked over a sip of her specially brewed tea, "How's the store going? I know you haven't been open long, but it's always nice to see other entrepreneurs moving to Ponyville."

Grateful for the opening that Rarity made for her amidst the friendly banter of the other five, Stratus smiled shyly, "It's been going very well, thank you for asking! Scarlet runs a wonderful store, and I made very sure not to sell any competing products, but there are some things you simply cannot get in Ponyville! Or all of Equestria, for that matter."

Fluttershy nodded, and added in her small voice, "Your meat selection has been really helpful for the bears."

Twilight chimed in, "And your inks! Magical ink was impossible to get out here and I had to make the trip to Canterlot practically every week for scrolls! Now I can just... walk down and grab some!"

Applejack, sipping a warm spiced cider, scratched at the side of her head sheepishly, "I, er, haven't exactly had the chance to get down there and check it out yet. On account of livin' so far away. But I'll send Big Mac over tomorrow and see if there's anything we can use on the farm. Like Rarity said, it's always nice to help out local businesses when ya can."

Rainbow Dash, who was doing lazy loops near the ceiling, asked, "Do you guys sell any flight goggles? My old ones got a crack in them and I can't find a replacement anywhere."

Stratus blushed from being the center of so much attention, and was about to respond when she noticed that something was up with Pinkie. Her face was... contorting strangely, and her tail kept crinkling and uncrinkling.

"W-woah!" the pink mare said with chattering teeth, "that was a BIG one! Sorry gals, I gotta dip for a second. Keep the party alive while I'm gone!"

With that, she opened a hatch that had previously been concealed in the floorboards and leapt down a metal chute that extended into darkness. The hatch shut firmly after her.

"I... uh," Stratus looked around at the other five for direction on what to do about this. None of them seemed to pay any mind to her shenanigans, or really question where she had gone in the first place, so she decided to let it slide. She had a distinctly bad feeling about it, but couldn't quite put a hoof on why.

"What did you ask again, Miss Rainbow Dash?" She said, turning her neck upwards to look at the blue mare.

Said mare snorted with laughter, "I don't think anypony's ever called me 'Miss Rainbow Dash'. Just Rainbow is fine. What about you? Got a nickname for your friends?"

"Friends?" Stratus said, blinking in shock, "Um... no, I don't think so. I guess you can just call me Stratus. Or, um, Strat?"

Rainbow winked a magenta eye in her direction, "Sure thing, Strat! And I was asking about flight goggles."

"Oh!" Stratus said, nodding vigorously, "Yes! Actually I have quite a few in stock. My family is from Cloudsdale, you see, and-"

"Oh, yes!" Rarity interrupted with a bit more enthusiasm than she likely meant to, "I've been meaning to ask ever since I heard your name. Are you one of the Fairweathers? As in, well and truly?"

Stratus nodded again to the alabaster mare on her left, who shimmied a little closer. Was it getting hotter in here, or was it just the fire?

Stratus cleared her throat, "Yes, I am. My father is Astreus Fairweather, owner of the whole family business."

Rarity's glittering eyes widened a noticeable fraction, "My, my! Well then, it's doubly nice to have another mare of quality in this town! You simply must take me to visit sometime, darling."

Stratus grimaced and looked to Twilight, saying rather maladroitly, "Is there... some cider I could have as well?"

Twilight nodded, pointing to a wooden door underneath the staircase that led up to the loft, "Yep! The kitchen is through there, it's in the fridge."

"Thank you," Stratus said, and quickly scooted up and away. The entire room watched her go, and as she awkwardly squeezed her rather large frame through the doorway.

As the door shut, Applejack scowled at Rarity, "Now, what'd you have to go and do that for?"

Rarity blinked, completely taken aback, "Do what?! All I asked was to see her family home! It's quite a common thing for one lady to ask another!"

Applejack narrowed her eyes at the pruple-maned mare as her hoof tightened on her cider glass, "Her family clearly makes her uncomfortable, Rarity. Ah'm surprised a mare like you didn't notice that soon as you brought 'em up!"

Rarity waved away Applejack's comment as though the words could be gently swatted from the air between them, "Oh, pish posh, darling. She's just playing hard to get, it's a common tactic among business rivals."

"Rivals?" Applejack asked, aghast, "Rarity, her store don't even sell clothes!"

Rarity, her business acumen now under fire, narrowed her own eyes back at the offending orange pony, "But it does sell cloth, Applejack. I don't know if you've noticed, but my boutique used to be the only place to get a decent bolt of cloth, wool, or silk from here to Canterlot. Now there are two places, which means that, should she choose to undercut me-"

"Ah know how the market works, Rarity," Applejack grumbled, sipping from her cup, "Ya act like I haven't been runnin' the family farm for several years. Ah don't think she meant to undercut ya, and cloth is the least of her business."

The room was quiet for several moments, until Fluttershy chimed in, "I think Applejack has a point, actually."

The others all turned to listen to their quiet yellow friend.

"I don't think you guys understand how big the Fairweather company is," she continued, "I mean... Astreus Fairweather could buy and sell Ponyville without breaking a sweat. In fact, I was shocked to hear she was one of them because her store is... kind of small."

This gave everyone in the room a little pause, before Rainbow Dash helpfully broke the tension, "This is boring, can we play Cards Against Ponykind?"

"Ah'm gonna get a refill first," Applejack said, standing with a slight wobble.

When she entered the kitchen, she saw Stratus facing away from the door, unintentionally showing off her rather generous derriere which sat unfortunately above table-height. She had in front of her a half-empty glass of the fortified cider Applejack had brought just for the party, and she had also very clearly been crying.

"Woah there, sugarcube!" Applejack said, rushing over to her side. On the way she saw a large gnat sitting on the floor, and absentmindedly crushed it with a hoof, causing Stratus to flinch.

"Oh, er, sorry about that," she said with an abashed smile, wiping her hoof off on a nearby towel, "force o' habit livin' on the farm. You doin' alright?"

Stratus nodded, wiping her eyes with a leg and smearing her makeup slightly, "Yes, I'm fine. Honestly, I don't know what came over me. Rarity was just trying to be nice."

Applejack's smile tightened, but she said nothing.

Stratus gave the orange mare a weak but hopeful look, "Honestly, I'm fine. Thank you Applejack. Sorry that my first impression has been... poor. I really wanted to have a good time this evening, but now I'm wondering if I should just go..."

Applejack was about to answer negatively when something twisted in her gut. The feeling gave her pause, and she took a cautious half-step back from the golden haired pony, "Well... ah wouldn't say you've made a bad first impression," she began carefully, "but if ya feel like ya need ta go, ah understand."

Stratus blinked, and then actually laughed softly, "I'm surprised to hear you say that!"

Applejack nodded, now distracted, "Me too, Stratus. Me too. 'Scuse me while ah refill my drink."

Stratus shuffled over to allow Applejack access to the fridge, where she refilled her glass from the keg that she had brought. Her hoof was halfway to the stopper at the top to check if it had been messed with when she stopped herself.

Don't be ridiculous, she thought, she clearly just came in here to collect herself. Nothin' suspicious about that.

"Well," she said, moving back towards the door, "Ah hope you do stay. Rarity didn't mean nothin' by it, and the others all seem to like you."

Stratus didn't feel the need to point at that that statement implied Applejack herself did not like her, and she smiled, "Thanks Applejack. I'll... be out in a minute."

Applejack left the room, gently shutting the door behind her.

Author's Note

This chapter was so much fun to write, omg

Prologue 1: The Plan

The question became one of economics.

How do you make a changeling that's better, while reducing the resources spent producing it? Obviously, the answer was to cut back in some areas so that others can be improved, but Queen Chrysalis never was much for compromise.

As Chitis scuttled through the great arched tunnels of the black Changeling hive, the semi-autonomous drone furiously scratched her front hooves together in frustration.

She and the other Automi had made several suggestions to their illustrious Queen, but none seemed to sate her lust for a decisive and quick solution, while also facing the reality of their drastically decreased food stores. Already as Chitis passed by room upon empty room of great alcove-nooks, carved from the rock and paved over with pearlescent builder-spittle, she could see the toll the lost assault on Canterlot had taken. Scores of changelings lost, unquantifiable amounts of love squandered or devoured. The worker drones were already on half rations, and their feral instincts were becoming less and less complacent by the day. Most of the battle drones had been lost in the assault, and without an adequate police force, there were already reports of slaves going... missing.

Chitis raised a forehoof as she passed another autonomous, similarly dressed in clean white wrappings, hurrying back the way Chitis had come with a bright face and an arm full of sheaves of shell-paper. Chitis grimaced. It wouldn't work. No solution pleased the Queen when she was like this. Her mood was foul, her outlook dark, and her temper waited to be unleashed at the slightest provocation. Several automi had already lost their mind-privileges over particularly upsetting ideas. Tossing around the words, "alliance", "peace", and "chicken kazoo" were all taboo for now.

Chitis sighed as she reached her small laboratory. She placed her latest idea for a smaller, more agile changeling breed on the hardened ichor desk, and slumped onto her moleskin blanket, thinking as hard as she could for a solution that wouldn't get her effectively killed.

Okay... okay, she breathed in and out, trying to calm her shaken nerves. Three sleepless days, this had been going on, since their defeat at Canterlot. The rage the Queen felt echoed like a ghostly pain through their nervous systems, keeping every thrall and servant on edge.

Think, Chitis. Solutions, real solutions... what do we need, and what can we make with the resources at hand?

Chitis propped herself up with her elbows, resting her cheeks on her two front hooves, "Well..." she said aloud, "Despite what the Queen says about maintaining strength, we do need to reduce magic costs. I don't know what Mandible was thinking with her genie idea, we'd only be able to make one at most, and for what? So it can go through small gaps? No, no, no, we need something practical, and cost effective!"

She jumped up and went over to a cage embedded in the oily colored wall, and popped it open, allowing a grayish skinned grub about the size of her leg to slowly undulate its way out, its four huge rounded eyes staring up at her blankly.

Chitis picked it up and plopped it on her table, walking over to a moderately sized drawing board she'd retrieved when a nearby school had closed down. She picked up a well-worn piece of chalk and began tapping her lip, as she often did when in deep thought.

"Alright Grubby, let's start from the beginning, shall we?" she asked the fat grub, who was currently in the process of turning to eat the corner of her theorem paper.

"Changelings start out when a male drone impregnates the Queen. Happens every year on Lay Day, and the amount of eggs spawned is dictated by the surplus of love nearby, or manually maintained by the queen. With me so far?"

The grub was now nibbling on the paper, but its deep, soulless eyes seemed so devoid of emotion that it was almost a perceptible feeling.

"Right you are. The eggs then hatch grubs, that's you, that are taken in by various drones and raised with the experts on how to do their jobs."

The grub had given up eating, and now sat perfectly motionless half-on, half-off of her papers.

"Unfortunate that grubs aren't good for much. Really, making them doesn't require much effort at all, it's the growth process that-" Chitis gasped and dropped her chalk, which Grubby stared at. Or it was staring at her. Its eyes were so big that it could conceivably observe the entire room through one of them alone.

"Grubby, you're a genius!" Chtis exclaimed, and whipped the chalk back into her hoof, furiously sketching on the chalkboard, "Yes, most of the grub's magic goes into growth. The Queen wouldn't want a drone that could... but if it were removed... yes, YES, that could work. Focus more on internal knowledge, given purpose rather than learned behavior. Capacity for growth can remain unchanged, but is not encouraged..."

With snake-like green tongue poking out of the side of her mouth, Chitis muttered to herself for hours. Frantically, she scratched notes on pieces of paper, debated theories with Grubby, who remained a stone cold wall of reason despite Chitis' enthusiasm, and sketched diagram after diagram onto the chalkboard.

She yelped as a knock on the archway into her study caught her mid-heated exchange with Grubby, who was now upside down on the ceiling.

"Heya Chit, whatcha up to?"

From the leg hole patterns and slight purple spine coloration, Chitis recognized her friend and colleague Specks, who radiated a soft aura of sadness.

"Specky, what's wrong?" She asked with concern, and her friend shook her head.

"I just got shot down. Again. Fourth time in as many days."

"What?!" Chitis said, looking at the daybug on her wall, and finding that its wings were wide open, "It's tomorrow already?"

Specks raised an eyebrow, "Wow, you must have really been at it, huh? What's got you so excited?"

Chitis' face broke into a wide grin, and she shoved the chalkboard, now nearly illegible with scribbling, over to Specks, "Look! Look! I think this might be it, the answer to our problems!"

Specks adjusted the crude clear quartz half-moon lenses on her face, squinting at the chalk markings and mumbling, "... decreased physical attributes... localized mind... auto-gathering... wow, Chit, you've really outdone yourself, this is some great stuff!" Her nose scrunched, "Only one problem though."

Chitis deflated, "What? Where?"

She pointed at the chalkboard, "This is, frankly, incoherent. I could only read a few two or three word phrases."

Chitis huffed in exasperation, and then shoved the notes she'd been writing across a 24 hour period into Specks' hooves, "Those are more organized. Now tell me what you think."

Specks' eyes slowly widened as she read through the documents. After half an hour of silence, Specks slowly put down the pitch, took off her glasses, and rubbed her eyes, "Wow Chit, I mean... this is big. Like, big big. This changes... so much about who we are. From the ground up."

Chitis growled in frustration, "Well, we're getting nowhere as we are! If we want to succeed, we need to focus on our natural strengths and enhance them! Not... prance around giving out ideas about superpowers because the Queen is actually willing to listen to outrageous ideas for once!"

"Yeah, but... Chit, what you're proposing is... it's almost treason. I mean... a mini hive mind?" Specks looked at her friend worryingly.

Chitis glanced away, and scratched the back of her head, "The larvae don't grow up... they aren't real changelings."

Specks looked back at the proposal papers, "Yeah, but... you can see the implications, can't you? What it could become? What it might look like you are trying to make?"

Chitis looked at her friend in horror, "I would never betray our Queen! I live for her!"

"Whoa, easy there tiger," Specks said, placing a gentle hoof on her friend's shoulder, "I just... I hope she sees it that way," there was a pause,"... or has she already?"

Chitis shook her head slightly, "She hasn't seen it yet. But Specky, I," Chitis put a hand to her face, sighing, and holding back four days of stress behind a barrier of very thin hope, "This is all I have Specks. If this doesn't work... I'm done. This is it for me. I can't... I can't do this anymore."

Her friend slowly pulled her into a hug, "Well then I guess you'd better make it a damn good pitch, huh?"

Prologue 3: Proxima

Chitis stumbled down the cramped confines of the changeling hive. Had they always been so small?

She put a hoof out towards a nearby wall to stabilize herself, but misjudged the length of her limbs and cracked the stone surface with the force of her blow. By the Queen, she was strong.

She could feel the added power practically humming inside her veins. Her heart pounded in her ears, and it felt like she was a newly molted larva again. But that wasn't the biggest change. The biggest change was to her mind.

Changelings could always see an emotional aura around creatures, even other changelings. It helped them maneuver their prey into the correct emotional state for feeding. After her transformation Chitis could see more than just emotion, she could see pure information. She could see, hear, feel, and subsume all of the Autonomous Drones in the entire changeling hive. There were only about 200 of them, give or take, but they were all living, thinking minds. Most of her concentration went to blocking out all of the information freely flowing to her. All the extraneous conversations, distractions, hopes, dreams, and pleasures of hundreds of beings, all streaming directly into her head. And through her head... on to the Queen.

The Queen was very close now, telepathically speaking. Before she had been a distant thing. Like the sun, or a circling bird. She could be seen, could be felt, but it always had a certain distance to it. Now... it felt as though Queen Chrysalis were right behind her shoulder, peering at her work.

Chitis got her legs underneath her, finally, and started to take more confident strides forward. She wasn't familiar with these new powers yet, but she would be. For the good of the Hive, and the good of the Project.

"Are you sure the Queen meant for you to-"

"I still feel like my project's applications could still-"

"-will this affect the current larval population?"

Chitis sat, doing her best to be stoic, in a chair that was now far too small for her much more generously sized rump listening to several dozen incensed scientists. If she had thought only hearing their ideas in her head was noisy, this was ten times as bad.

"Everyone, everyone!" She called over the tableau, and the shouting match died down to a dull rumble of malcontent.

Chitis breathed in deep, and released it slowly. She opened her eyes and spoke clearly, "I understand that having your current projects upended is jarring. Believe me, it's happened to me just as much as it has with any of you," she took a steady gaze around the large assembly cavern, "but the Queen has made her decision, and it is not any of our places to dispute Her will. Does anyone here have an outstanding issue with that statement?"

The room was dead silent. Irate as they may be, no changeling would openly disagree with their Queen.

Chitis nodded, "Very good. Thank you. Now, forget what you have been working on. It is gone, nothing but ashes and rubble. Now, none of us have slept for several days so I am mandating a rest period of at least 24 hours before we reconvene in this cavern. If I see even a single neuron's worth of scientific inquiry, I will shut you down on the spot until the rest period is over, is that clear?"

This earned her many appreciative murmurs and nods.

She nodded, "Very good. Automi Specks please accompany me, the rest of you get some sleep. Eat, relax, have fun, and come back ready to work."

The gathering dispersed. Of course she didn't actually expect them not to be curious about the new project, or speculate on theories. What mattered was that they had been given permission to rest, if they so chose.

Specks, who was so much smaller than Chitis now, walked up and readjusted her crude glasses, following Chitis out of the room and towards the sleeping chambers.

"It worked..." Specks said, still seeming awed.

"It did," Chitis said firmly, her long strides making a stately pace next to her smaller friend,"Specks, I have a special role for you to fill in this project."

The changeling looked up quizzically, and Chitis continued, "I am going to need you to be a liaison between me and the rest of the Automi. You're my best friend, and you know me better than any of them. To them I am now someone distant, higher. I can feel it clearly from their thoughts."

Specks got a slightly uncomfortable look on her face and Chitis laughed, "Yes, even you. Which is why I need you for this. I cannot lead this project and play friend to every one of the Automi at my command. But I can be a friend to you, and so to them through you."

Specks nodded slowly, "Okay, Chit, I get that... but I do have one question."

"What is it, Specks?"

"Why are we going towards your sleeping quarters?"

Chitis grinned wolfishly, "Because I need a nap, and you are perfectly teddy bear sized."

"... the pheromone secretion glands are going to have to be extremely delicately balanced. They need to be subtle enough to escape notice, but strong enough to produce continued interest. Perhaps even some sort of addictive effect..."

The once empty cavern where Chitis had held the Automi Collective's first meeting was now swarming with activity. Tanks had been brought out from deep storage, builders had been conscripted to custom-weave special arterial pipes and lab equipment, and even the Queen had visited several times to provide egg samples for testing and artificial insemination. If a pony were to see the place now it might remind them of a temple, or a mausoleum. A high, arched ceiling wherein dozens of worker drones buzzed on dull wings carrying materials or missives, two long columns of desks each attended by a team of Automi tackling their particular problem, and flanking these tables were the tanks. Massive egg-like things in appearance, they were made of a translucent cocoon material that faded away into the oily darkness of the walls. Each tank was seperated by a dark pillar, each set in its own alcove, and each filled with bubbling green slime. Within all of them incubated a test subject.

The Queen had authorized the production of a single swarmling, and Chitis had taken her at her word. Therefore, she had to make sure every piece was perfect before final assembly. She strode between the rows of desks, receiving nods of deference and submission as she passed, along with whispers of, "Proxima..."

She liked this feeling, and could easily understand why the Queen would be reluctant to make Proxii often. If the Hive were smaller, she might be able to sway the Automi against Chrysalis. But as it stood, two hundred researchers against hundreds of warriors, builders, and workers each was not a fight she would take even if she did want to rule.

She studied each tank as she passed, each one harboring a normal worker drone with one aberration each, one piece of the puzzle at a time. They would be ready soon, she knew, to begin work on the final product. A fifth changeling breed.

She had a name picked out for the creature, whatever it decided to identify as. She would name her creation "Bellum".

Author's Note

I thought about writing an Interlewd for Chitis and Specks in this chapter, but I imagined that they were both too exhausted for anything fun. Let them lady bugs sleep.

Interlewd: Flowers, Shelves, and Pretty Things

Princess Luna was just beginning to awaken when something snagged at her burgeoning consciousness.

It was from Ponyville, again, and this disturbed her greatly. Over the last several moons she'd sensed, but was unable to find, the source of these strange disturbances in the peaceful nightly sleep of its residents. Her inner gaze cast outward, she focused her lunar lenses upon the small town which glimmered like the North Star for all the power it contained. Honestly, sometimes it was difficult to discern the dreams of mortal ponies for all the power that the Elements of... Elements...

One of the Elements was missing.

She gasped awake, sitting up in her royal bedroom decorated with constellations, black felt furnishings, and a responsibly sourced flask of red liquid upon her bedside table. She downed the entire thing in one massive gulp, and threw herself back under the covers. She would miss her morning appointment with her sister, and didn't have much time after that before the guards came to her room to check on her, but stars damn that mare something was going wrong in Ponyville!

It took the Princess of the Night an annoying 27.3 seconds to fall back into slumber, her anxieties eating through her carefully honed mantras and mental exercises designed to unlock that door within her mind that lead to the realm of dreams.

Again, she saw what should be the 6-pointed star of Ponyville gleaming like a lighthouse in a dark and tempestuous sea. Except the star had only 5 points, and the 6th had all but vanished. It was the blue point, the Element of... Generosity! Yes, that was it. Which one of them had been the generous one? The frilly one with all the hair?

Striding through the fading light of dreams, as stars winked out around her consumed by the growing light of the morning sun, she sought that sixth pony. Rarity had been her name. White coat, violet mane, blue gemstones on her-

Luna found what she was looking for. As the image of the pony became clear in her mind, the dream could not escape from her second sight. What she saw was, she remarked ruefully, a nightmare.

The sixth crystal shard of the elements was twisted, wrapped and warped in some kind of thick black vine. It pulsated and flexed, oozing an oily substance that smothered the thin blue light struggling weakly from within. The Princess dove in, determined to save what she could of this pony's mind. For though she had never seen the like of this before, she knew better than any what the dream of a dying mare should look like.

She appeared in a small wooden room, though oddly all the furniture was built to her size. Likely where the dream had begun, though the host would not remember it.

"Rarity!" she called, Royal Voice pounding upon the walls and shutters around her, "Attend your Princess, now!"

As the echoes of her own mighty voice reverberated, they slowly rippled outwards, and died. No response came.

Something prickled at the back of Luna's neck. An instinct honed over the course of her long, long life. This was a hunt. The room was too dark to be a dream, the candles and flames that normally adorned such spaces had all gone out, and the world outside of the small box windows was utterly black and void. A premonition haunted her that some beast stalked these halls, and that even she should be very, very careful.

Without a sound her hooves tread down the wooden corridor that was the only exit to the small wooden room, leaving the table and chairs behind. She noted a small teacup on the floor. Cracked, though nothing had spilled from it. The contents had all been drunk.

She heard a plaintive moan echo down the hallway in front of her. She could see nothing but the space immediately around her even with her superior night vision. Her hair stood on end, and she dimmed her billowing mane, eyes sharpening as she crept forward, straining to see any hint of the danger that she felt she knew awaited her.

The walls changed, fading away quickly to nothingness. From the wooden floor, stone grew. Cobbled flagstones like those of an ancient castle. She began to see corpses of brave knights and soldiers. Their eyes and mouths leaked a faint black smoke, their spears shattered on the ground beside them. She walked forward, ignoring the scent of death that hovered in the air about her. She came to a great wooden gate, blasted inward upon its hinges, and she realized that she must have been in a courtyard before, as she had lost sight of the stone walls around her. Beyond the gate was strange. The walls were not stone, but some kind of smooth black material. Obsidian? No, it didn't quite have the look of it.

The Night Princess snuck down through the gate. There were many halls, and many branches. This mare's mind had created a maze, a dark and terrible maze trying to keep out whatever malignance had wanted in. But it always went down. Down, down, beneath the bones of the mountains. Luna could feel the pressure of another's subconscious weighing on her. Most dreams happened just above the surface, but this one... this one had terrified the poor soul so much that it had sunk down into the black pit of unconsciousness.

Finally, excruciatingly, Luna came to the last door. Her heart pounded, sweat was slick upon her forehead, and a pounding sense of evil pervaded her own mind. This door was made of solid rock, with runes of ancient kind graven upon its every surface. Warding runes. "Keep out", they said, "turn back", but all the power had gone out of them, and they were merely words in stone.

Luna crept up to the door, and peeked one eye through. Beyond, she saw the horror.

A black, pulsing mass had filled a room about the size of the Royal Canterlot Library. Shelves of books, plants, and various potions had been smashed and overturned, before being consumed by the ooze. In the air hung a single light. A thin blue crystal, the Element of Generosity. Beneath it, suspended high in the air, was Rarity the Pony.

Her eyes, once sparkling, had become a dull grey, and thick black veins pulsed beneath their surface. She gasped and shuddered, her mouth leaking a thick, caustic substance from the corners. Her hind and forelegs were encased in what appeared to be the same substance, slick with an oily sheen. And her neck... sweet Celestia, her neck...

Luna swallowed hard as she gazed at the perverse tableau before her. Two thick tendrils of oil-black ooze slithered between the mare's plump thighs and buttocks. They pumped rhythmically, unceasingly, accompanied at every merciless thrust by a gushing of black liquid from the mare's open mouth, along with the sounds of a pitiful squeak of pleasure. Her muscles flexed weakly, and as they did more oil poured from the columns attached to the walls that held them suspended. Almost like a set of great wings, save for the fact that the thick, tuberous cables served only to bind the mare tighter in the creature's grasp.

Luna realized that she was staring, and her face flushed hotly as her stomach churned. What... what in Equestria's name was that thing? She sobbed quietly as she realized that, whatever it was, she was too late. Far, far too late to save anything that may have been left of Rarity. When she looked back through the door, a face looked back at her. And smiled.

Screaming, she ejected herself from the dream. Back out through the courtyard, through the wooden hallway, out into the void of dreamspace. Still the smile followed her. How that mare could smile she had no idea, and the thought of it made her mind reel with terror. She had to get out at once, had to warn Celestia and the others of the danger-

The six-pointed star was back.

Luna blinked, halfway out of sleep, so close to waking that she could hear the guards pounding on her door, demanding to know if anything was wrong.

The Elements of Harmony were whole again. Nothing was wrong, everything was as it should be.

Had it all really been nothing but a dream? Some mad whim of Rarity, its creator? What sort of sick pony would dream of such a terrible fate with such fervor that it could gutter the flame of Generosity?

Disturbed and deeply troubled, Luna allowed herself to wake. Though she feared that hauntingly brilliant smile would scar her for the rest of her days.

Author's Note

It's NNN, Happy Halloween :)