The Changelings of Manehattan

"Oh crap! Oh crap! Oh crap!" Number 47 chanted to himself as he bolted away from the Ursa Major. Why had he done that?! The Ursa Major was frantically pawing at its face, as it tried to remove the resin that the brave little changeling had spat in its eyes, before flying away as fast as his wings could carry him.

He landed beside where Clover had fallen after failing to dodge one of the beast's massive claws. The unicorn was currently sitting in a pool of his own blood, but by some miracle, he was still breathing. "Don't you die on me," he said as he began to weave resin as best he could over the crimson gashes that broke through the pony's golden fur.

The only response he got was for Clover to heave in a large breath and immediately cough out a mouthful of blood. "Damn it," he cursed. "What in the abyss am I doing?"

"Don't try to move," Number 47 encouraged when Clover started to push himself back up. Something was clearly wrong with this pony's sense of self-preservation. He had practically thrown himself at the giant purple bear and nearly gotten himself killed for his trouble. And to make matters worse, it sounded like their camp was currently under attack by a smaller version of this same creature.

"The celestial bears. The Ursas Minor and Major," Clover muttered under under his breath as he sat in the blood and mud. "While the lesser of the two may be bested, the same cannot be said of the greater." A chuckle escaped his lips, making the changeling by his side further question his sanity. "I really am a fool. Professor Cygnus would be rolling in his grave if he saw me now."

"I'm sorry. What?" The stallion must've hit his head pretty hard. Nothing Clover was saying made any sense.

Somehow the unicorn managed to push himself back to his hooves even with how much blood he had already lost. By all rights, he should be dead right now. "I never should've tried fighting this thing," he said. "I wanted to keep it from coming after the camp, but in my haste, I forgot my old lessons."

Number 47 was going to say more, but when Clover's horn began to glow, he fell silent. He had noticed a while ago that the unicorn didn't cast spells all that often. He still used basic levitation just like the other unicorns in camp, but rarely was he seeing doing anything more.

The emerald glow of his horn grew brighter around the same time the Ursa Major managed to clear the gunk from its face. The anger emanating from the bear was palpable as its eyes honed in on the light that was quickly growing too bright to maintain its green hue. It didn't have to run to get in range, it was too big for that, but it took a single step forward and raised its boulder-sized paw with every intention of crushing the two creatures flat.

So much magic was pouring off Clover's body at this point that it was causing the changeling's chest to throb from standing too close. There was no way he'd be able pull Clover out of the way now. Mother was going to kill him for letting her chosen mate die like this. There was nothing he could do as he watched the bear bring down it's massive paw.

Suddenly, everything just stopped. As soon as Clover had released his spell, the Ursa Major stopped moving. It's paw halted only a few inches from its target, but what really drew the changeling's attention was what was happening inside the Ursa's body.

The stars inside the violet fur began to emit a soft glow and twinkled in time with the stars overhead. Number 47 tried to shake the confusion out of his own head, because it looked like the stars inside the enormous bear were beginning to overlap and mix with the ones overhead until they could no longer be told apart.

As for Clover, he seemed to be flowing into the river of magic that had sprung up around him. His body seemed almost completely incorporeal except for the silhouettes breaking through the deluge that seemed far too large to have come from him.

The drone was starting to have even more trouble looking at the Ursa Major. It seemed as if its body was melting away and the stars inside its body were being pulled into the ephemeral river. It only took another moment before there was no longer any sign of either Clover or the monster. The stars rose into the sky as they pulled free of any attachment to the earth, until every last one of them found a spot to rest in the heavens.

Number 47 released the breath he didn't know he was still holding, as the impossible pony faded back into view. His injuries were completely gone and the ghostly form of a much larger equine wrapped itself around his body. Gradually, the shadowy form faded back into nothing and Clover was once again fully corporeal.

The changeling rushed forward as he saw Clover stumble and collapse to the ground. The unicorn looked up at him with a glazed look in his eyes. Whatever he had just done left him feeling far more worn out than being as close to death as he just was.

"What..." The drone swallowed hard through his now dry throat, he was still in shock from what he just saw. "What did you do?!"

Clover was barely able to keep himself upright, but somehow managed to avoid collapsing completely. "I sent it home," he said calmly. "Both it and its child."

The explanation did nothing but leave the changeling even more confused than he already was. "But... What?... How?" He sputtered the words.

"It would take too long to explain," Clover said through staggered breaths. "Normally you'd need at least a dozen, well trained unicorns to pull that off."

"But... How?... What?... What?" Number 47's grasp on what was and wasn't possible seemed to be slipping away from him.

"Come on," said Clover as he somehow managed to find the strength to stand back up. "Let's get back to the camp."

They had a bit of a scare when the Ursa Minor started glowing. All the ponies and changelings tensed up, expected some new threat to show itself. When the bear vanished completely, it was at least a solid minute before the first of them relaxed.

Nervous laughter slowly began to fill their camp until it evolved into full on cheering. Ponies began to dance around the now empty cocoon, they scooped each other up into energetic hugs, and even a few changelings started to get pulled into their revelries.

Mother found herself distracted by the vibrant energy that permeated the camp. It wasn't love as she knew it. It had more of a tangy, yet sweet taste to it. Was that joy? Happiness and love was certainly mixed with the sensation, but what really caught her off guard was how freely it was being offered.

Her changelings were able to just scoop it up by the mouthful, they didn't really even have to make much effort to collect it. The hive had never been able to gather so much at one time before, not even from Clover. It wasn't until she saw the nervous smiles around her that she noticed that the rising emotions were beginning to have an intoxicating effect. Not even the ponies were safe from it.

Carnelian marched right up to Rockheart with a hungry look in her eyes. She grabbed him with both her hooves and her magic, and planted one big kiss on the lips of the earth pony. The shocked look on his face when he realized what was happening, made way as he returned the affection. They wrapped their hooves around each other and began to roll in the grass as they continued to pepper each other with kisses.

When the antics of the two new-found lovers began to take a more carnal direction, the laughter suddenly stopped. There were a few shocked expressions, but they soon made way for a fresh wave of cheers. It wasn't much longer after that before the relief of having survived their recent encounter, coupled with just the simple joy of being alive, caused a number of ponies to pair off and engage in similar activities.

When the sounds and smells of ponies rutting hit her senses, her own heat returned with a vengeance. She was already having difficulty keeping herself in check, but the combined scents of love and lust shattered her defenses. Her head began to get cloudy, a tingling sensation crawled down her spine and into her abdomen, and when an intense itch started crawling up between her legs, she almost collapsed as her breath was stolen from her.

Even worse, she had inadvertently broadcast the sensation throughout the rest of the hive mind. Her changelings began to act on her suppressed impulses and joined in on the frivolities along with the rest of the ponies and before she knew it, the camp had devolved into full-blown debauchery. The desire to throw caution to wind and sate herself right then and there was unbearable. Her body was practically screaming at her to do so and the feedback she started getting from her children wasn't helping. Even Number Three had succumbed to the euphoria that now plagued the camp, as evidenced by how vigorously she and Greengrass were now going at it. She needed to get away, and it took every ounce of her rapidly waning willpower to limp away from the fire and the rest of the camp before she ended up taking a mate other than the one she wanted.

Every step was agony, but the changeling queen finally had a moment's reprieve once she was far enough away that all she could smell was the cool night air. She knew it would only offer her temporary relief. It certainly wasn't the release she so desperately needed, but it was the best she could manage under the current circumstances.

And then, as if her prayers had been answered, she spotted Clover and Number 47 coming up over the distant hill. The unicorn had a slight limp to his step and he was looking completely exhausted, while the changeling by his side seemed to staring blanking off into the distance. She hadn't been paying much attention to the drone while the camp had dealt with the Ursa Minor, but she could tell something had shocked him to the core. Whatever had happened, it was strong enough that it stopped him from falling victim to the sensations currently flooding through the link.

That wasn't important, though. This was her chance! She could get to Clover while he was worn out and his defenses were down. Her body moved on its own as she began to walk towards her chosen mate. She had just learned the disguise that would solidify her success, too. With a newfound sense of purpose, she cast magic over her body and began to alter her disguise. She darkened her white coat until it was a deep shade of blue. Next was her mane, she needed it blue as well, but it needed to be so dark, it was almost black. The stars were a bit tricky, she didn't understand how a pony could have stars in her mane and she doubted she could do a perfect job without seeing the pony in question. But after some quick experimentation, she managed to fill it with little flecks of white that seemed to glitter when the moonlight caught them just right. Lastly, she added a pair of feathery wings similar to what she had glanced from Daybreaker, albeit darker in color.

Her modified disguise complete, she began to creep through the shadows as she watched her prey approach the camp. For once, she wasn't having any trouble staying focused on her task. The overwhelming desire to mate was lending her the strength she needed, instead of distracting her from it.

She wanted to say that Clover was a very fine specimen of his species, but aside from the power he'd demonstrated, he looked very average compared to the others in the camp. That was fine, though. That strength was what she really wanted to gift to her descendants anyway.

Mother watched as Clover sat down a good distance away from the camp. He had definitely noticed what was happening in the camp by the way one of his ears swiveled in its direction and from the way his nostrils flared as he took in the faint scent. But aside from a passing glance, he didn't seem to care too much as he lay down in the soft grass.

What had actually happened out there to wear him out so much? She gathered he had been dealing with the larger Ursa and while she would've liked to get some of the details from Number 47 as he retreated some distance away from his charge, the link was still far too oversaturated with the sensations coming from the camp to make out anything else.

Once again, she had to remind herself that it wasn't important. Whatever else had happened while Clover was away from the camp, it presented an opportunity she'd be a fool not to take full advantage of.

The queen carefully closed the distance as she watched her target close his eyes. Soon, she heard the steady rhythm of his breathing as he drifted off to sleep.

She made sure she was right next to him before letting herself relax a bit. Even though Clover was asleep, his unconscious body was already showing a keen reaction to the scent of a nearby mare in heat. A bit of drool ran off the disguised queen's mouth as she eyed him. Her prize was right there for the taking, there just wasn't any way to take it without waking the sleeping stallion. She took a steadying breath as she leaned forward and mentally preparing herself to use everything she had learned.

"My love," she gently whispered in his ear.

In an instant, Clover's eyes shot open and looked right at her. His pupils dilated, he let out a sharp breath, and even though he was still half asleep, his attention didn't waver from her in the slightest. "Luna?" He said, the disbelief clear in his voice. "It can't be... Is it really you?"

Mother silently congratulated herself on her skilled shapeshifting prowess as she reached forward and cradled the side of his face. "Yes, my love. It is I." She leaned down to kiss him, but was thrown off-guard when he lunged forward and stole one from her instead.

Her surprise deepened as she felt the stallion press into her. His hooves wrapped themselves tightly around her body and she could feel the throbbing of his heart beating against her chest. He had yet to give her more than just the one kiss, but the grassy smell and taste of his musk was already working its way into the more primal parts of her brain.

And then there was the love. Ancestors be still, there was the love! If she thought the emotions overrunning the camp were intense, then this was on a whole other level. While there wasn't near as much of it as there was hovering around the camp, every last bit of it was directed right at her. Even though she craved a different form of sustenance to sate her hunger, she eagerly drank it in.

As she did, and the consumed love coursed through her body, every nerve was set alight by how desperately she wanted to take him. Combined with how full she was starting to feel, she may soon go mad if she didn't do something soon. Fortunately, she was granted a moment to catch her breath as Clover pulled away. The cold air surrounding them barely registered as she looked back at her, hopefully soon to be, lover.

"But I don't understand," Clover shook his head once he had broken off the kiss. "How can you be here? The moon... The elements... I didn't think you'd ever be able to come back."

The disguised changeling held onto him and made sure he couldn't pull too far away. "It doesn't matter," she said. "What matters is that I am here now and I so desperately need you, Clover. The nights have been too cold while we've been apart." She turned her back and presented herself as she flagged her tail out of the way. She was rewarded as she looked back and saw him eagerly taking in her scent as his whole length extended just for her.

This was it! She thought, her body screaming at her as her breath and pulse quickened. She was finally going to have what she wanted. She'd be able to produce her heir, and most importantly, her line would survive. She barely managed to hold onto what remained of her patience as Clover nuzzled into her side. A pair of hooves came down around her as she felt warm breath tickle the back of her neck. He nibbled on her ear for a moment, eliciting a soft moan from her, and then she felt something solid press up against her marehood.

Fire rushed through Mother's body as the anticipation devoured what was left of her sanity. She was but a moment away from having him as she felt his weight push into her. She was caught a bit off guard when his hooves started to dig into her back, but she quickly dismissed it as him just being the type who was particularly aggressive during sex.

But then it started to hurt, like really hurt. It began with just a dull throb, but eventually, her legs buckled and collapsed under the pressure. When her chest slammed into the ground and air was forced from her lungs, she began to worry.

The love that had been flowing into her was slowing becoming tainted with something else. It began to taste bitter and just a tad bit spicy, but it wasn't until it completely overpowered the previous sensations that she recognized it as seething rage. She craned her neck to look back at the pony straddling her, and when she did, she felt herself being drawn in by the emerald fire that seemed to burn deep within Clover's eyes.

"How dare you..." She heard him growl through his teeth.

Mother's instincts were now desperately screaming at her to get away, to flee, to run as fast as she could and not look back at the monster that now had her in its clutches. Try as she might, she couldn't even get a single hoof under herself. The ground was now pushing up around her as she was pressed ever harder into it. She couldn't breathe, and it had been so long since she had been able to take her last breath that she could feel her children beginning to take notice of her distress.

"Did you think I wouldn't notice her presence still trapped within the moon?!" More than just his body, his very existence seemed to press down on her from all sides. "Do you take me for the fool? DID YOU THINK YOU COULD GET AWAY WITH PLAYING WITH MY HEART?!!!"

As Clover roared that last line, the ground exploded around her. Dirt and rocks went flying everywhere, and her disguise rapidly started falling apart as the pressure that only threatened to suffocate her before, now ran the very real risk of cracking her open like an egg. Her children were now in a mad scramble as they broke off from their respective partners and even now were bolting across the plains to come to her aid. The panic was clear in their combined voices. They knew and she knew that there was no chance they would make it in time to save her. Only one of them was close enough and there was no way he'd be able to save her on his own. She doubted that even the whole camp would've been capable of such a feat.

As she lay there, able to do no more than wait for the end, she looked up past Clover and to the moon overhead. The face that appeared on its surface seemed to be glaring down at her with intense disapproval. She only had a moment to wonder what it really meant before she felt a sharp crack resonate throughout her entire body and send her mind reeling into oblivion.