The Last Two: Quest To Save Our Species.

I don’t understand much of what had happened, I remember my death, and a voice telling me a new chance at life would come, that it was sorry my life ended too early. The next I found myself in wet darkness, the transition appeared so sudden but some part of me says the interval between then and now was so much longer, and that despite such a time, someone close had stayed with me in all that time… now there was a new voice.

“I know it’s not much love, my daughters… but please wake up… I want to know I didn’t fail someone.”

mother…

I tried to break out of the environment that encased me to investigate the new voice.

Mother!! I hear a new voice, in my mind, my sight showing a small flame, a soul, not too far from me, it burned passionately as it rammed itself against its own prison like a wild animal.

Whoa…

I renewed my efforts, and tried breaking through with more force.

As I did, I began to feel a crack on the wall that seemed to be a kind of egg or cocoon, small slivers of light peeking through the small opening..

Once I found the crack, I started hitting it more insistently. "Mom…?"

“Yes, my daughter, I hear you… come on, you two, just a little more.”

I started tearing the egg open with my alien-feeling limbs, feeling overwhelmed with emotion. "Mama!!" I burst out of the egg, and promptly, yet also adorably, fell over.

My sister, however, seemed to be more of the opposite, as she burst out of her own egg, or rather cocoon, more violently, hissing as she grew frustrated and lashed out at the shell with fang and horn. Looking at her made me get an idea of what we were, Changelings, as her holed legs and black chitin were glaring features even with our equine body shapes, which told me we were mature changelings at that.

Whoa..

"Mom!!" And I realized our mother.. was Chrysalis.

“I’m over here, my sweet nymph.” I turned to her voice, and found myself horrified by what I saw.

This was Chrysalis, but she was not the confident and powerful ruler from the show, she was thin, bony even, her shining onyx chitin reduced to a dirty ash grey, that being, the parts of her that didn’t look severely charred or were bleeding small amounts of green blood, her wings had been burnt to stumps and her hair was turning white and falling out right before my eyes.

"Mom!!" I immediately ran over to her, and pulled her into an embrace, now crying.

“It is alright, young ones.” she addressed as my sibling followed my example, and our mother cuddled us back weakly. “I’m sorry I won’t be here to see you grow, but you must grow, and live… the Ponies will not have killed all of us so long as you two can keep going.”

"No… no, don't die!!" I exclaimed desperately as I held her tight.

“I gave up the last of my love to feed you two… I’m too weak for it to have helped me, but you’re young, healthy, you should have no trouble keeping our species… going…” her eyes slowly closed as she went limp, her grey carapace turning bone white.

"MAMAAAAAAA!!!!!" I screamed out to the heavens as I held her.. what I could only think was, her corpse..

Not dead! I heard my sister again, she looked at me with these solid green eyes as she then turned to sniff at our mother.

"Wh.. *sob* what do you mean…?"

I can smell it, it’s not death, her body is alive, it’s sleeping, waiting for food, emergency system, even she didn’t know about it.

"I… I'm so relieved!!" I hugged mom's hibernating body. "We need shelter!"

This cave is sufficient, and there is a town nearby, I can feel the emotions! We need to feed mother now before the malnutrition starts affecting her sleep.

"Mhm!!" I let mom lay down. "But who do we turn into..?"

Best to scout out the town before we decide. She then proceeds to run out of the mouth of the cave we were in, to the direction of the town she was smelling.

I guess I'll stay with Mom for now..

It seemed to be several hours before my sister returned, and I was pretty hungry. “I’m back!” she called as she seemed to be dragging something behind her.

"Huh?? Wait.. you're talking now!!"

“Well sure, I was trying to figure out what voice I wanted to have for my default form, anyways, I managed to infiltrate the town and you’ll never guess which one it is.”

"What town is it??"

“Well, why don’t I let lunch show you?” she proceeds to drag in an unconscious stallion, two things about the situation sent alarm bells going through my head, the first was that the stallion had an equals sign for a cutie mark, the second was said stallion was pulled in by my sister’s xenomorph tail!

"What did you do to your tail?!"

“Well the normal tail couldn’t grab things easy, and our shapeshifting is all about what we can visualize so…”

"Okay.." I acquiesced. "So… how are we going to feed off him..? I'm hungry.."

“Well it’s a magical thing, he’s currently in a very lovey dovey dream at the moment, just focus, and inhale as you imagine drinking up his love like a juice box.”

"Okay!" I did just that, and started drinking up his love.

Mmmm, so niiice and taastyyy.

“Careful now, you take too much too quickly he might-”

“GAH?! WHAT’S GOING ON?!”

“-sense the pull and wake up…”

Immediately all that love flow stopped, and I got a nice bitter mouthful of his fear.

I yelped, and turned into a unicorn mare out of reflex.

My sister had the same idea. “Oh thank goodness we found you!” she said to him.

“Huh?”

“Oh yes, we saw you running in here to escape a Cockatrice, it’s a good thing we found you unpetrified.” she looked at me and winked outside of his view.

"Are you alright..?" I asked him meekly.. but that was a bit of an act.

“Um… yeah… who are you?”

Okay, I got an idea for how we can keep feeding on him before we let him go, but it might be super uncomfortable.

What's the idea?

Well we could possibly trick him into thinking it’s still a dream… and we do look like two very attractive mares…

Eww!! No!! The ponies from this town tend to be super unhinged, too!

I mean yeah… but I think it’d be better to milk what we can from this guy for mother’s sake… or at least act sensual enough for one of us to get in and bite him.

I've got an idea that doesn't feel so quick to bite us in the flanks..

I'm Starburst Cog, and this is my sister, Sunlight Shine." I answered. "How about we give you a massage, and work loose all that stress?"

“Oh… w-well, sure… in a cave?”

"Well, we can never be too careful about that cockatrice you were running from.. but we'll make sure everything's alright." I started using my emotional senses to my increased benefit as I started to massage his back.

“Oh… ooohhh.” he certainly got relaxed quickly, so like a lot of other ponies, the ones from this town were just as naive.

There we go, his happiness is nice and tasty. I informed my sister.

I idly fed as I kept the supply going by making sure I performed well. "I hope I'm doing this right, I used to massage my dad's back when he returned home from the fields.”

Complete lie, come on, buy it you fool.

“Mmm, well you’re doing just fine by me, baby~.” he said in what he must’ve thought was a charming voice.

"Aww, you're sweet."

If I was a pony, I'd be rather taken… but it is still flattering.

Oh gag me, I mean that was so cheesy… then again I’m into mares anyway so…

“So, are you from around here or are you just visiting?”

"Just visiting, though maybe we might stay, if we can find a nice place to settle down for a bit, maybe open a massage shop with what we learned."

Just act like you like it, we need all the good emotions we can get.

“Well, I’m sure we can share a room and… I can repay you for this massage, I don’t have the skills but I know one thing that relieves stress.”

Eugh…

"Thanks, but no thanks.. you're sweet, but not exactly my type, sorry…"

“Aww come on, it’s just-” *Chomp* “huh?? oooOoOoooh.” and he was out as Sunlight was spitting something out of her mouth.

“Sorry, I just really couldn’t stand him going on like that.”

"That was drastic, but.. agreeable, I guess.. let's cocoon him up."

“Great… how do we do that?”

"I don't know.."

“Well… shit… maybe we like… have amber spinnerets? Do we like, throw up??”

"I don't know, and that sounds absolutely disgusting.."

“Well, I’m gonna go ahead and do what I did to figure out my shapeshifting, and my venom.”

"Hm?"

“Make my mind go blank and let instincts take over.” she suddenly got this blank expression and her wings buzzed, then as her horn glowed she sped around the pony until he was wrapped up tighter than a hearth’s-warming present, finally returning to normal. “...so apparently the amber is magically produced from our horns.”

"That's a relief.."

“And we’ve got enough excess love from him to start feeding mother.”

"Mhm!!" I smiled happily, and hugged mom, letting my instincts take hold to feed her.

And as it turns out, we fed other changelings through Trophallaxis.

It was a weird experience, to be kissing my mom and feeding her that way as she laid still.

Then again, creatures that feed on love, sharing meals through kissing is all too fitting.

As I began to give her that meal, I saw her carapace begin to darken, and her wings begin to regrow, but eventually I needed to stop or I’d start using what I needed to survive, and that’s when sister took over… a little too into locking lips with our mom.

"I'll go into town, see if we can't sow a seed of.. loyalty, to us.." I got up, and headed off towards the town.

So this is Our Town… shame that Starlight Glimmer is so misguided.. but maybe I can show her the error of her ways, and turn the town, including her, into our most devoted allies..

It seemed to be the middle of the day, so ponies were moving around with keen eyes and creepy smiles, bathed in the stench of terror and compliance.

Pinkie was right.. those smiles are creepy..

I managed to find my way to the town hall, and I knocked.

“Who is it?” I hear Starlight call from inside. “I’m in the middle of a shower.”

"Oh!! I wanted to talk about something!"

She opened the door after a moment, and had a look of surprise. “Oh! A new face in town! What an exciting development.”

"Hi there.. I'm Starburst Cog.."

“Welcome, Starburst Cog, I trust you heard from our missionaries about this place of true friendship?”

"Yes.. my family.. my mom, she's hurt and needs a place to recover.."

“Oh of course! But we do have our traditions, if you want to stay here, you must be one of us, no-one is exempt from this rule.” she says gesturing to her ‘cutie-mark’. “See? We must all be equal here.”

I revealed I had no cutie mark at all, and played it up.

"E-embarrassing, I know.."

“It is no trouble, our artifact should grant you the same mark as the rest of us, and prevent such a troublesome special talent showing up and getting in the way of having real friends here.”

"C-can I tell you a secret..?"

“Oh? Um… sure?”

"I'm not a… pony.."

If I manipulate her ideals just right, we could have her as a powerful Ally.

“Oh, don’t worry what you believe, the Staff of Sameness will work just fine on you as it does anypony!”

I closed the door. "I am not a pony." I revealed myself.

“...well now that just seems like you’ve been shamed you’re whole life, I mean, four hooves, horn and wings, large eyes and cute muzzle, just because you look a bit gnarled in the legs doesn’t make you any less a pony.”

"I'm a Changeling… we don't get cutie marks.. and along with my mother and sister, we are the last of our kind."

“Oh. my. Celestia…” she murmured, but then grinned before I could say anymore. “This is perfect!”

I faked surprise. "W-what do you mean..?"

“We’ve never encountered a non-pony wishing to join us! This’ll be the first time the staff will be used on one! I’ll inform the others and we’ll gather in the centre of town, then we can take you to the vault for the initiation!”

My body reacted before I consciously could, knocking her out with a good, hard bonk to the head, at which point I took her form and dragged her deeper inside.

Change of plans, this townmare is a nutjob, objective has changed to replace and recondition. I informed my sister.

I could’ve told you that, Sister, remember? The only reason she even considered what she was doing wrong was because that moment came after her entire cult was dismantled.

You have future knowledge, too??

I was surprised you didn’t catch on with the Xenomorph Tail, that was me testing to see if you had any meta knowledge.

I chalked it up to creativity, sister.. you're a reincarnation as well..

...how… she paused. How aware were you in our time, after our deaths, but before we entered these bodies?

I only remember bits and pieces.. someone saying sorry.. and that I'd have a new life..

I remember, we were souls, wandering through the Multiverse, always circling each other, until we found Chrysalis, I saw the cocoons… and mother’s love was not enough to sustain the tiny sparks within… they died, and so they became perfect vessels for us but only in that short moment. I guided you into one while I rushed to the other, and we had to expend our accumulated life essence to revive our new bodies… I feared that doing so may have gotten you to lose your memories.

I.. remember a lot, but not all..

As expected, point is, now we’re aware… so what do you plan on doing with this cult of equality?

We dissolve the cult bit, but keep a bit of the equality mindset.

The cutie marks?

Restore them. Ponies are crippled without them, and I'll bet their emotions are a deal more nutritious when they're not mindfucked.

And… may I decide what to do with her…?

We need to recondition her to let go of her psychosis.

The only way I can see that happening is if we either lure the Main Six here-TERRIBLE IDEA-or we figure out where Sunburst is and we set them in a room with romantic music and scented candles, either she becomes very susceptible to hearing us out rather than try to get some closure from her foalhood friend, or she becomes very susceptible after vigorous closure from her foalhood friend, relieving that sexual tension and giving us a stock of lust to keep for later.

We should make sure we don't break her… but feel free to give her nice dreams. Infiltrate at sometime around 22:00, they should be asleep then.

Roger, I’ll bring mother, also, I’m bringing a pod full of lust ichor for you to try, seriously, it’s super sweet with a tangy extra to emphasise the flavour.

Don't get greedy, we alert the town, it'll be harder to get you in or go around in our native forms.

Don’t worry, I’ve been getting it from our captive, and I managed to stimulate mother’s shapeshifting into a pony form… just one problem.

I don't like the sound of that… what's the issue?

It was the last pony form she took.

So Princess Cadence.. this.. this is fine!! We can spin this to our advantage!!

Also, when it hits the time, could you help? The guy we have keeps going to wet dreams and when I try and stop him they all become nightmares so I’ve just stopped trying.

Got it, I'll be there.

I've got time to kill… time to learn up on my target.

I started searching through the home, trying to familiarize myself with how her mind worked, I knew how she acted in public.. but how she talked, how she walked.. I could use a refresher.

{Hours later}

It was easier than I thought.. I was feeling rather twitchy, though.

"The basement should be a good place to leave mom, and we can start building our covert hive inside, but as for you… what do you want, sis?"

“Well first, I’m gonna give you this.” she hands me the pod she mentioned earlier. “And I’m gonna do something clever.” she gets mother and our cocooned stallion into the basement.

"Okay, sis." I started drinking from the pod. From it, I could definitely tell it was lust, but it tasted different than what my sibling described, definitely tasty, but different.

"Mmmm, fuckin' goooood.."

Sister comes back up and proceeds to leave in her unicorn guise. “I decided to cocoon Starlight until we have a concrete plan, when morning hits, go out to the middle of town, my arrival and discussion with you will help you make some big changes.”

"Good plan." I nodded. "Is it our bodies, or was I always this giddy being tactical and stealthy?"

“I couldn’t tell you, I always loved pulling a sneaky on people.” she then disappears, leaving me with mother, who while I had seen was looking like Cadence, also had a more peaceful expression as she slumbered.

I'm happy… I really am happy here.. I'm saving mom, and my new sister is helping me do it..

The next morning, I went to the spot in town sister wanted, the ponies walking to and fro, greeting ‘Starlight’ happily before we all turned to the flapping of large wings, the surrounding townsfolk bowed, I was almost awestruck as the pony landed before me.

Who had arrived was none other than Princess Celestia, or by the scent I caught, my sister in her form.

Holy, Fucking, Shit.

“Ah, you must be this ‘Starlight Glimmer’ that kind mare told me about, such a nice and pleasant village you have.”

"Th-Thank you, Princess!!" I acted as I thought Starlight would in the situation.

“But I am curious, so many ponies with the same Cutie Mark, it is strange…”

"We practice equality here, Princess.. no different cutie marks to alienate anypony or make them feel bad when they don't get their own." the town nodded in agreement.

“I see… so if I was willing, you would remove my mark? Make it impossible for me or my sister to move the sun and moon?”

"I.." I made that Absolutely devastated PTSD-esque face you might see in anime..

Even the other ponies murmured and began to falter under that question. “I think it best we get to the root of all this, Starlight Glimmer, let us go inside where I can discuss with you the true understandings of Equality.”

"Y-Yes, Princess.." I kept up the act, and led her into the town hall.

The moment the door closed, ‘Celestia’ suddenly let out a loud panting breath. “Dear Me, that was so hard to keep doing with a straight face, how the buck does she do it??”

"With a straight face?? What do you mean by that?"

“Well I really delved into my character, and the moment the ponies started bowing, it took a great effort not to feel some seriously crippling loneliness, and it took almost all of my willpower not to cuddle you when you had that face of having your worldview shattered.”

"Oh, Sis!!" I hugged her.

She cuddled me in turn and nuzzled me with her princess face. “...do you think Starlight might be responsive to this act if we set it up right?”

"Oh, I think so."

“Right, but we need it in a way that shows I’m not a changeling… how okay are you with being in a cage?”

"A-a CA-... Oh.. you mean with Philomena, don't you..?"

“Just one that looks like it’s keeping you in, to make it look like I rescued them.” then she stopped in thought. “And of course that would mean we’d need to convince Starlight to genuinely reform and not have you keep the act.”

"Indeed.. wait, so you mean caging me, undisguised??"

“Mhm, and I then work my moves on Starlight, and then ask her to take care of you, since, honestly, we’re desperate and weak.”

"Mhm… o-okay, let's do it."

The plan went off as expected, my sister ‘rescued’ Starlight, got down to talking to her about cutie marks, had a bit of a therapy session where the mare ended up bursting into tears, and after Celestia set up Starlight’s task, she left and then snuck back into the house and the cage disguised as a fly, emerging from behind Mother’s disguised form as a timid looking Starlight trotted in.

“You… didn’t knock me out because you were hungry, did you?”

"I-I was scared…"

“Considering what Celestia just told me, yeah… I guess I kinda let a grudge get the better of me… so why is your mother disguised as a pink Alicorn?”

"So we could get her into town.. she's very malnourished.. we'd be dead without her sacrificing her energy to keep us alive.."

“Yeah, but it’s so…”

“We couldn’t do specifics and this was the last form she had taken.” Sister said as she got Chrysalis to drop the disguise, revealing her form that, while weak, had filled out to a healthy degree, the Carapace was still grey but not looking like a skeleton was definitely good news.

"She's doing a lot better than she was.." I laid next to her, sharing my warmth with her.

“So… you eat love?”

“Common misconception, we can eat all positive emotions, love just happens to be the most nutritious.”

I nuzzled into Mom. "Can we please get out of this cage now…?"

“Oh, sure.” she opened the door. “So… what was your plan? Was Starburst Cog even your real name?”

"We didn't really have names.. and our plan was to really live here.. other ponies really don't want us around and we're the last of our entire species.."

“Well I guess you can stay… I’ll go ahead and let the town know of… what I learned… and return the Cutie Marks, yeah, definitely need to do that.”

"Thanks!!" I leapt out at her, and nuzzled the fuck out of her, my wings buzzing happily.

She was now a frozen, blushing mess, and I could just taste all the embarrassment and confused feelings radiating off her.

I let go of her, and smiled. "Thanks so much, Starlight."

A thought occurs.. oh wait we're way far out from that..

“Hey Sister, good news!” my kin says as Starlight leaves the building.

"Oh??"

“I just got enough praise and surrogate motherly love from Starlight and the town to give Chrysalis a full stomach!”

I gasped, and squee'd happily.

“Do you want to do the honors?”

"I'll let you."

“That you being nice or you knowing how I was planning on giving you all that love to feed mother~?”

"It was me being nice."

“Oh… sure you don’t want to give her half of my spoils at least?”

"... Okay." I kissed her, and wrapped my hooves around her.

As our lips touched, she immediately deepened the kiss beyond what was needed to transfer love, and somehow… it felt right, I wanted her to keep kissing me, love transfer or not.

"Mmmm.." I held her tighter.

Once half of her stock was through, she pulled away, leaving my lips tingling and needy, and my body on fire. “That was good, now let’s get mother fed.”

"I'll let you go first." I found myself wanting her ever more, bonding with her more.

She does so and looks me in the eye as she begins her mouth-to-mouth, pulling back a little to see her coiling tongue and the pink mist streaming from her into our mom.

Whoa..

I waited for her to finish, during which I realized something that got me flustered..

Sooner or later, we'll have to.. repopulate..

As she popped off, she licked her lips. “I’m happy we didn’t have to go through the larval phase, now we can be ready to receive our queen once she awakens.”

That comment made me blush, and I hesitantly started kissing mom to feed her my share.

When I got to the last, however, I was suddenly surprised when I felt my sister give me a hard smooch on my flank.

"Eep!!"

“Though it’s fine if she chooses you first… after all, someling will need to fertilize them eggs~.”

Wh-why do I feel myself looking forward to this…?

I was brought out of my thoughts as I heard a twitch, followed by a groan.

I broke the trophallactic kiss, and nuzzled mom eagerly. "Mom!!"

“You two…? You… you are dead? No… I am… alive??” Chrysalis spoke weakly, looking at her refreshed black hide in wonder and shock.

"Mmm, mommaaa.." I held her close, humming and buzzing happily.

“Oh my darling daughters! I am so happy… but how?”

“You were not dead, you were instead in a state of hibernation.” Sister said. “We were able to infiltrate and use this town to feed you, now we have convinced their leader to house us until we regain our numbers, the idea will be to influence and slowly make them dependant on us so that they do not reveal us and act as a consistent source of food without needing to expend energy through disguise.”

"Mhm." I snuggled up to mom. "I missed you… I was really worried about you, mom.."

“Wow, so emotional and cautious, and one so vicious and cunning, yet protective… you remind me of two of our hive so much…”

I made an inquisitive sound as I looked at her.

“I think they won’t mind if I use their names again… Thorax, and Pharynx…”

Wait what?? But.. I thought I'm female..

I felt so confused.

“Yes, they were males, but I think those names are more gender-neutral, if anything.” Chrysalis said at my bemused expression.

I pouted.

Thorax feels like a really weird name..

“Okay, you can think of better names then, I’m not so good after my systems went on a shut-down for a good while.”

“Carapace!” my sister said. “Cara for short!”

"Hmmm.." I hummed as I considered. "Tenna!!"

“I see, Tenna and Cara, such adorable names.” she says as she cuddles us both. “We should go feed, when is this leader expected to return?”

"I don't know, she's kinda busy changing things…"

“Do you think there is enough love in the air for passive feeding?”

“Passive feeding?” Cara asked.

“Sniff out the air, feel it, if you can sense the love in the air, then relax and let your body take over, it’ll be like breathing through your whole body.”

I sniffed around, and started to do so.

"Ooohh, that feels nice.. it's like basking in the sun.."

“It is nice, and your body will continue to do that on its own until there is no more love to feed on, and you’ll need to become aware of any passive feeding areas before your body can start the process again.”

"Okay."

“Now, there is two options before us, either we return to the badlands, where our old hive remains with my throne… or I begin to teach you how to tunnel and alter this underground area into our new hive. Normally my choice would be obvious, but you have gone and set up a very lucrative feeding ground.”

"Let's stay here, and make a new hive.. we don't need to worry about our hive protecting us when we'll have an entire town protecting us!!" I answered with determination.

“And with our influence, neither the princess nor the elements know where we are, this town is rather isolated, with only missionaries going out to bring more followers, but that will be amended shortly.”

“Excellent! I am so proud of my little deceivers, let’s start with our resting chambers.”

"Okay!" I got back up to my hooves. "So how do we dig?"

“That would be rather obvious, wouldn’t it?” Cara said before shapeshifting her front hooves into sharp curved digging claws and proceeding to carve a tunnel, her horn flaring and spreading the amber at certain areas of the tunnel that lit up and supported the hole.

“Wow… she’s such a natural at all this.” Chrysalis said with a bit of pride. “She must’ve been born a soldier.”

I felt I should let her go through the tunnel, and waited until we reached the point where we began digging out the chamber to apply myself, digging vigorously and reinforcing the ceiling.

I wanna make mom proud!!

It turned out, amazingly, that while Cara seemed to excel at forward operations, harvesting, capturing and digging, I seemed to be natural at finer details, understanding emotion, working dream cocoons, and interior form, the chamber that was completed was very aesthetically pleasing with amber torches and a large changeling sleeping pit.

Stepping back and seeing it all, I buzzed happily.

“And it seems you matured into an effective Worker class.” Chrysalis said. “Both of you can do what the other can, but what you were metamorphosed into gives you natural talent in those aspects, you work off each other so well.”

I snuggled up to mom and nuzzled her, before yawning. "Mm.. tired…"

With a sound of agreement from Cara, and a yawn, we all gathered in the sleeping pit and began to drift off, Chrysalis giving us very intimate good night kisses on our lips before she drifted into a pleasant slumber.

"Mmm…" I snuggled happily, before falling asleep.

We awoke the next morning with a pleasant feeling all over, Starlight had returned but decided not to disturb us, however she was now coming down again. “Oh, you’re awake, did you sleep well?”

"mmhmmm." I hummed happily.

“Well, of course since it’s morning, I’ve had my breakfast so, I suppose you would like some as well… so…” she stood before us, essentially offering herself.

Before I could even tell her about our passive feeding, Chrysalis moved over to her. “My my, such a courteous host.” she said before snatching Starlight up into a make-out session.

She gasped, she yelped, she struggled… then she moaned, letting Chrysalis kiss her passionately, her body twitching with pleasured shocks before mother pulled off her and licked her lips. “Just another way to feed, a little sensual techniques and their hearts open wide to give a well of raw love, although one can only get such willingly, and it’ll stop when a pony catches on and starts resisting, such as if they realise you’re disguised as their lover and not the real thing… but in this case.” she put the shuddering, flustered and very aroused mare in front of us. “Go on, don’t be shy, she is offering after all.”

I went first, kissing Starlight, and running my hooves sensually across her back, adding tongue to the kiss.

Her moans and whimpers, dear Celestia, they were just as addictive as the fresh, juicy love I was drinking up directly from her heart, her heart also showed me exactly who she loves and how she loves them… Sunburst had plenty of romantic and passionate love being directed at him, slightly seasoned with Starlight’s sour envy of him getting a cutie mark and leaving her for Canterlot.

"Mmm~.." I gripped her a bit tighter, my wings buzzing.

“Okay, Tenna, I think you’ve had enough, let Cara have her turn.”

I reluctantly let go, and had to resist pouncing my sister.

“Mm~, I wanna taste something more for my breakfast~.” my sister said, making my will to resist be that much harder as she pounced the mare and kissed her, Cara having shapeshifted her tail into a smooth, yet bumpy tentacle, rubbing it against her meal’s soaked marehood.

"MMMH~!!" I got so aroused I started spreading pheromones.

“Oooh, so Tenna’s getting needy~?” mother asked as she pulled me closer, letting me watch the penetration as her hoof slipped between my legs and rubbed my lips.

"Mmmhh~..m-moomm~.."

“Just ask, and I’ll do it, I’ll let you experience something very special~.” she said as she drew my attention to her erecting ovipositor, looking almost like a horsecock with balls aside from the eagerly opening ‘petals’ at the tip.

"P-please.. breed me.."

She chuckled, and bent me over, mounting her large form atop my average pony sized frame before pushing her thick rod into my dripping snatch.

"Aahhnn~!! Mommyyyyy~!!"

“Yes Tenna, yeeeesss~! Squeeze me tight!!”

"Yeess~!!" I thrust back into her, and mewled in bliss as she fucked me, my marehood trying desperately to milk her ovipositor.

As our view allowed us a perfect view of Starlight getting railed by Cara, Chrysalis began to lose it, and I had to shapeshift to take her entire length balls deep.

"NHHH~!!"

“Yes, I’m close, honey, can you feel it~?”

"Mm~!! Cum in meee~!! I need it so baad~!!"

She thrusted faster and faster, harder, throbbing immensely, before she hilted, and started pumping large, baseball sized eggs into my womb.

"Aaahhhh~... F-fuuuck~.. mommyyyy~.."

She kept going in me for a good few minutes, leaving my belly nice and round as my pussy was stuffed with eggs.

“Mm, I didn’t know I had it in me, but that was certainly a lot of unfertilized eggs~.”

Unfertilized…

Meaning I need them fertilized…

"Mm~.. siis~.."

When I looked back to see Starlight and Cara, I suddenly got a mouthful of my sister’s futa cock.

"MM!!.. mmm~.." I wrapped my tongue around her musky, throbbing hot mare-pole.

And as mother pulled out to go handle Starlight, Cara’s tentacle went in~.

"MM~!!" I moaned out on Cara's cock as I started sucking in earnest, moaning sluttily as my own sister bred my newly fucked marehood.

Cum in me cum in me cum in me babyyy~!!

While her tail began to fill up my cunt with egg-seeking sperm, my mouth was left out of tasting the exotic treasure, Cara moaning happily as she fucked my face, clearly wanting to drag the oral loving out.

I looked in her eyes dreamily as I moaned huskily on her cock.

“Mm~, so good… I’m gonna cum, Tenna~, I’m gonna cum in your slutty mouth!!”

I sucked harder, and wrapped my tongue around her tip, and with that she exploded. Letting out the longest, horniest moan, she grabbed my head and pumped it full of her delicious, creamy cock-milk.

I moaned sluttily, and gripped her delightfully tensing balls in my magic, coaxing more cum out of her.

The sensation made her hips buck as she hilted me, pumping it directly down my throat, fortunately being a shapeshifter meant I was still able to make myself taste it going down.

Mmm~.

I gulped it down happily.

She eventually went dry, and rather than attempt to get her cock out of my mouth, she shifted it away along with her tentacle, falling onto her plot and panting heavily.

"Mmm~, Cara-kuuun~.." I nuzzled into her, and laid next to her.

“Mmmh, Tenna-Kun~.” she nuzzled back. “I love you and mother so much.”

"Same here~.." I mewled out as I felt my pussy twitch. "F-fuuaahh~.."

Chrysalis seemed to overhear and moved over to us. “Love? I don’t think-”

“Mother, we don’t produce love, but we do feel it, look back to how you tried to save us, sacrificing your own health, can you look back and not call that love?”

“...no…” she said with a smile. “No I cannot.” she then joined the embrace and kissed us both passionately.

I hummed happily as I found myself sandwiched between both the loves of my life.

And then my mind reminded me that I didn’t see what mother did to Starlight.

"Hey mom..? What did you do to Starlight…?"

“Oh, I made a small sleeping circle for her… after filling her up with stallion goo, it seems we three did something to her unheard of in our culture.”

"Hm?"

“We’ve ended up conditioning her to have a love of changelings… or at the very least a love of our hive.”

"That's great!!"

“Indeed, look at her.” she gestured to where the mare was, curled up and rubbing her cum-filled belly. “She still has her heart set on being with that Sunburst character, but if you wave a tasty changeling cock in her face, she will suck it~.”

"Mmf~.."

“For now, we let her rest and recover, as we go ahead and work on developing our Hive.”

I moaned and happily hummed. "I like feeling so pregnant…"

“Good, ‘cause I liked knocking you up.” both Chryssi and Cara said, then giggled as they realized they copied each other.

"Let's go ahead and start." I got up a bit shakily, and started to help the excavation, but I was relegated to reinforcing and the more minute details thanks to being very thoroughly preggers.

Didn’t hate it too much, one of the things needed to do to tend to our eggs was Cara and Mother needed to give them regular ‘feedings’ through my vaginal opening.

I absolutely loved it, even.

"Mm~!! I feel the eggs trembling today.."

“That’s good, that means soon they’ll be good to lay, or if you wish, good to oviposit into a non-changeling.”

"Mm.. maybe I'll try the second option another time, if we find a marefriend."

“Why wait? We’ve technically got a marefriend.” Cara stated.

"Mmm~.."

“And I don’t think Starlight would say no~.”

"Mmf~.. fucking hot~.."

Speaking of Starlight, she managed to recover a few days ago, and went to work on easing the people with the new changes that had happened, even destroying the ‘Staff of Sameness’ to help with appearances, she had come down just then, looking chipper as always. “Hey girls, how’s hive-work?”

"It's going great!! I'm getting ready to lay my eggs~."

“Neat, so is there a special nest you make for eggs that I could help make or what?”

"Well, I can either lay them somewhere, or in somepony~." I looked at her with lidded eyes.

She shuddered excitedly. “So… did you decide~? Because I’m available.”

"I think I just did." I smooched her. "Ready, Starrie~?"

She immediately flipped over and laid on her back, presenting herself.

"Oh, Starlight~.." I mounted her, as my ovipositor peeked out, and I pushed it into her. "Mmmf~!! So this is what it's like to fuck somepony~.."

“Oooh~!! Fffuck yeeeess~, do me Ten-NAAAAH~!!” she yelped in ecstasy as I felt Cara hug me from behind, having taken the mare’s other hole.

"We love you, Starrie~." I moaned out, and started pistoning in and out of her.

“Mhm, she’s right~.” Cara added as she began thrusting too.

“All three of us~.” Mother admitted, laying her cock next to the pony’s mouth.

“I… I love you to-mmmph~.” she moaned before she lost her restraint and promptly deepthroated Chrysalis.

"Ohh fuuck~!! I'm gonna cum~!! I'm gonna make you a momma~!!"

“That’s it honey~, fill her up goood~.”

"Fuuuuck~!!" I pushed balls deep and gave myself a knot to knot her as I started pushing our eggs into her receptive womb. "Ooohhh~.."

“Mmmmmrrrrhhh~.” she moaned out as my family happily fucked, then filled, her other two holes with thick cream.

"Mmm~.. we're such a happy family~.."

“A happy, healthy, and growing family~.” mother said happily.

After we had our post-coital cuddles, I started naturally doting on Starlight, now enlarging our sleeping pit to include space for her, and our soon to be born nymphs, humming gleefully as I did so in view of the now beautifully pregnancy distended Starlight.

“I… actually came down here to ask something.”

"Yes, honeybuns?" I responded, giving her full eye contact, and stopping my work.

“I was wondering… should I remake the cult? Not about my old ideals rather… something else.”

"What do you mean, hun..?"

“I mean maybe I can work and start having everypony here start an order about…you?”

"Could you explain? I'm a bit confused.."

“I think I got it.” Mother said. “You want to make this town devoted to us so they can share in what we give you, yes?”

“mhm!”

"That sounds really nice.." I admitted. "Though I think maybe we should leave it up to the ponies.. they didn't seem to like the last cult too much."

“I know, I was asking that maybe I can begin work on suggesting and forming the new order?”

"What do you think, mom?"

“Well, you two are very adequate, but having a lot of stallions and mares at our beck and call, dedicated to serving us just like Starlight? That is far too tempting.” she admitted. “And it works in our favour, if Celestia or the elements come to get rid of us, we’d have a large group of ponies actively defending us of their own will, that is something they cannot fight.”

"Okay, let's do it!"

“Yay! Wait, I’m confused, didn’t Celestia-”

“Leave us to you so that we would ‘reform’ and not try to return to power?” Chrysalis said immediately.

“...oh, yeah that makes sense… I’ll go and start work once I can feel my legs again.”

"Love you bunches!!" I gave her a smooch, and resumed work on the sleeping pit.

The hive was very fleshed out right now, mom and Cara had a storage chamber for emotion ichor, there was a feeding ground, the beginnings of a training cavern and barracks, and last but definitely not least, there was a nursery dug deep into the hive near a thermal vent for a pleasant warmth.

"Hmmm… hey mom?"

“Yes, dear?”

"Do you think we should add some modern amenities to some of the spaces we're going to have ponies in?"

“Hmm… like actual beds for the ‘breeding chamber’~?”

"Ooh~!"

“That said, a lot of places in the hive would be restricted from ponies, like the nursery or barracks, and we plan to leave the town on the surface unscathed so they would still have their own places to eat and drink.”

"Mhm, but the pregnant ponies might want to stay in the nursery, for example.."

“Yes, but Ponies don’t have the instinct to avoid Larva like we do.”

"Ah.. that's true.."

“It was fair of you to suggest that, maybe we can make special rooms for ponies to visit the larvae they birthed?”

"Mhm!! I can do that! It could even just be a membrane-separated room so they can look directly into the nursery without risking the little larvae and nymphs!!"

“That sounds great!”

I squee'd and pranced around excitedly.

This was the start of a great symbiotic hive!