H0p3

by Sparky Brony

Rating: mature
Tags: Queen Chrysalis, Sex, Slice of Life, My Little Pony: Friendship is Magic, Alternate Universe, Human, Changelings, Porn, Fetish
Length: 32773

A lone changeling, trying to make her life in the human world. She needs love, she needs more than that. But How?

Changelings, creatures of darkness and illusion, of deception, of lies. Every foal knows the stories of these creatures how they will pretend to be anypony, even the princess to drain their love. A blight on harmony, a blight on not just Equestria but almost every kingdom. Moving undetected, replacing ponies and other creatures, and leaving death and destruction in their wake, they are a horror nopony can take lightly.

When facing them even a princess can not pull her punches, and in a battle between Chrysalis and Twilight, the Hive Queen found herself at a disadvantage, but when a chance to escape through a rift opened, Chrysalis took it and found herself on a strange new world. One unaware and unpaired for her kind. one where she could birth a new hive. Can they even find enough love to survive on this new planet? This Earth? What H0P3 does even a single changeling have?

As always, thank you to Kalash for smoothing my pony words. And we can't forget Kitsy-Chan, who helped come up with the character herself. Check out their writing! Awesome job.

Published 2022-11-04 13:00:02 UTC
Last updated 2024-12-25 16:22:12 UTC

Chapter 1.

Minnesota is known as the land of ten thousand lakes. The true number is a bit higher than that, but residents know it as such. During the summer months, the normally frigid state is surprisingly green and lush, and with all that surface water, there is plenty for the foliage to survive. In the northwestern side of that state, the water of an unassuming lake glowed briefly, unnoticed by the occupants of the single house situated on that lake. A handful of minutes later, a black body was thrown from the water, landing heavily on the green grass. Into this land of green and blue was cast a figure of jagged black.

Queen Chrysalis groaned softly as she got to her hooves, her horn extinguishing and the faint green outline of her magic fading from her body as well.

She brushed herself off and glanced back at the water, noting the sun of this world as it was disappearing under the horizon. She shook her head, only moments ago, she had interrupted the purple princess in the middle of one kind of spell or another. She growled, “She’s going to follow me.” She glanced around, noting the trees and grass all around, a quick glance at the structure had her turning away from it. Nopony trusts changelings. And while she had been trying to end the fight between herself and the pony princess, she needed time. A truce, with the loss of her brood to that damnable magic from Starlight Glimmer and Twilight Sparkle, she needed to build back a new brood, a new hive. One that was stronger than the ponies. Twilight had responded to her arrival with a blast almost as big as the pony herself. Only quick thinking by the changeling queen had prevented her from being vaporized on the spot. Instead, the blast had nearly overwhelmed her own magic and had blown her into the wall. Though instead of becoming green paste on said wall, somehow she’d gone through the wall, through some sort of magical gateway. She blinked, the passage through that portal was beyond gut wrenching. If she had the capability to eat food, she would be vomiting it back up right then.

The water splashed softly as another body emerged. Though instead of a pony princess, it was some crazy looking creature, dark of skin with almost black hair, that somehow kept the gumball pink and purple stripe. That was Twilight Sparkle, so, the portal changed the form of the one going through it. She briefly wondered why she hadn’t been affected. Chrysalis groaned, this had to be Twilight Sparkle. She watched as Twilight glanced around, and her eyes focused on the changeling.

“You!” Her voice rang out, causing a chill down her carapace with the venom in her voice.

Chrysalis charged her horn and teleported before the pony turned into that crazy creature could do anything. Without a good reading on her environment, she only made if a few hundred meters. She could see the other creature in the distance as she scrambled to get away.

Twilight squinted a bit, trying to charge up her magic. Then she gasped, her foreleg going up to her forehead. She looked at her skin. “Well, that’s different.” She felt the smooth skin of her forehead for a long moment. “Ugh, no magic.” She looked where the flash of the changeling’s magic teleportation had ended up. The evil queen had managed to keep her form on changing, yet she was changed. She pondered for a long moment before smiling, Chrysalis had been protecting herself with magic. She turned and dived into the water. Though barely had the water settled before it was disturbed again by a purple alicorn hauling herself to shore, her magical aura clung to her body. She let go of her magic with a smile. “I can do it to.” She growled, then she charged her horn and disappeared.

The soft pop of teleportation got the Changeling Queen’s ears to perk up. She gasped. She had found a fallen tree and had wedged her body in as deeply as she could. The soft hooffalls came to her ears, she suppressed the need to twitch them, any noise, any movement, could attract the hunting alicorn. Why had she come herself? She had her own guard contingent at her damned castle, why weren’t they following her? When she had been amped up with Twilight’s brother’s love, she had been able to best Celestia herself. But she hadn’t fed off anypony in a few days, her own stores of love were fine at the moment, but fight the princess or escape, she couldn’t do both.

“I know you are out here. You come into my home, lying about trying to seek peace between ponies and you. You’ve somehow escaped the stone prison. I will find you.”

She shuddered. She hadn’t been fully conscious while encased in stone. But she did have time to think. Her old hive, finding a new source of love, and changing to that crazy shape, they were now weak, without focus. Thorax was not a leader, he wasn’t born royalty. He had no right to claim her hive, her children, as his own. She closed her eyes and shrank back. No! She had to escape, become strong again. Deal with the ponies from a position of strength.

“Princess!” A gruff mare’s voice caught the changeling queen’s attention. She felt her fear rising. “Where are we?”

“I don’t know, I was studying the original portal’s magic when she came in. I lost control of the flows, and before I was able to shut them down, I think I accidentally opened a new portal, to an entirely different world.” Chrysalis could hear her pawing the ground. “I’ll have to learn more. Judging by the structure by the lake, there is intelligence here. But for now, our priority is to find the changeling queen.”

The guard obviously saluted. “Yes, Princess. I have half your contingent through, the mages cast shield spells on the pegasi and themselves when they came through as you directed. We can start searching immediately.”

“Bring the rest through, and remember what I said about encasing everypony in magic so they don’t change forms. Get started.”

“Yes, Princess.” The sounds of the pony retreating had Chrysalis charging her horn. Another teleport was definitely in order. The area was just about to be covered in ponies.

The glow of her horn had grabbed the attention of the alicorn. Her shout reached her ears as the teleportation took hold. Instantly the changeling was hundreds of meters away, dashing wildly. In moments the ponies would be in the air, searching. A vengeful alicorn among them. Chrysalis shuddered before she charged her horn again in another teleport.

She stumbled and tripped over a tree branch, vaulting forward and rolling, ending up on something she’d never seen before. In the darkening night, she stumbled to her hooves. Glancing around, she could see a ribbon of some hard surface, she scraped her hoof on it, confirming it was some kind of rock. Though it was nearly perfectly flat. There were colors other than the black of the surface, yellow painted stripes in the middle, and more on the edge of it. It almost looked like some sort of cart path. As she was inspecting what she was standing on, she noticed that her hoof was lit up, confused she looked up, some…thing was coming at her, very fast. Two bright orbs of light were bearing down on her. In horror, she watched as the orbs of light came closer, then suddenly the orbs made some sort of loud siren noise, along with some sort of screech. She chirped and teleported off of the ribbon of a path. She turned to look at the orbs, only to see they were just part of some larger…thing. It had four wheels and had careened off the ribbon and headed towards a tree. With a tremendous crash, it wrapped its front end around one of the trees, the two lights extinguishing and leaving everything in the semi-dark, the sun at this point was but a memory and the deep blue of the fading twilight in the western sky.

Part of the side of the machine opened, and Chrysalis didn’t want to see anything more, she teleported again, deeper into the forest. She panted as she charged her horn again in another teleport.

Stumbling to a stop from her headlong rush, she looked around. More of those machines were here, though there was something wrong about them. They weren’t moving. They seemed to be abandoned, damaged as they were, some of them had looked as though they had been crushed and piled on top of one another. Crazy machinery was everywhere. But so much of it was obviously damaged, much like that first one did with the tree. It was all junk. As she was looking around, she gasped. Her insides were roiling!

“Oh, no, not now! Not Now!”

Her entreaties were ignored by her body, forced by her biology to procreate. It would not be ignored. She poked one of the machines, and only got a soft thunk for her efforts. She looked wildly about, she had to find someplace safe. She grinned, there, a metal building, almost falling over, it had the look of years of disrepair. She scuttled over to the building. “I need to do this quickly,” she muttered, knowing what was coming. She used her magic to yank the door open, the rusty hinges screaming out in the evening air. The musty smells assaulted her nose. Yes, this would do nicely. She pulled the door closed as the initial twinges gave way to actual pain. A few gasps, her ovipositor extended as she groaned, and she started to lay her eggs, one after another being deposited on the bare dirt floor in the building.

It only took about ten minutes for her to be done, she stepped away, looking at what her body had produced, something she had seen many times over her lifetime: a large clutch of eggs, laid precisely in neat rows, bunched together. A Queen spent her life eternally pregnant, even now she knew there was at least one more batch left in her without needing another mating. She glanced around in her relative safety. She laid down, curling her large body around the clutch of eggs. She swallowed a bit. Time to feed them, or they would die before having a chance. She focused and poured her reserves of love into them, she could feel those reserves draining. She would have to find some sort of sentient to be able to replenish her stores after this. But right now, she had to focus on her eggs. Despite her desires, the growth of her hive was paramount.

In response to her outpouring of love, the eggs brightened and glowed. She stayed like that for what seemed like eternity. Though after she judged the right amount of love had been poured into the clutch, she pulled away. “Okay, until I get some more love, this will keep you going for a good long time.” She growled. They would live, with this amount of love they’d stay like this indefinitely, ready for any input of love to cause them to hatch. She looked around, there’s intelligent life here, she could make this work. She needed to find some sapients, and soon. Her love reserves were low, she knew it would be at most a few days before she starved.

She spent some time coating the inside of the shack, making a suitable initial nest for her eggs. Though finally, her hunger drove her from her nest. She had to find food, some love, any love. She crept slowly to the edge of the junkyard, keeping her senses looking for the emotions of any sapient. Her magic could feel life all around. But she needed love, from an intelligent, thinking, creature.

Some crazy noises got her to turn around as her body was again illuminated by light. She cringed, thinking it would be one of the crazy machines had come to life. But she was surprised by a tall bipedal…ape thing. They definitely didn’t have those in Equestria. The sounds it was making were odd to her ears, almost like some sort of language, but nothing she could understand, she grinned, a sapient. A living, thinking, creature. No matter how good or bad its life had been, it would have some memory of love. It was perfect for her.

The light in its hand, a large flashlight, dropped to the ground, illuminating only her feet as it stumbled to a stop on seeing her. She was slightly taller than the biped, he was wearing some kind of clothing, but none of that mattered, the magic, the love and emotion in their brain is what was drawing her. She hissed, leaping at the creature, it screamed and tried to move away from her. But she was too fast. Her forelegs grabbed and her mouth came down onto its neck, injecting her venom into its bloodstream. In only moments, its struggles slowed and finally ceased. She lit her horn and picked it up with a smile. “You shall be a wonderful meal for me. And if you live long enough, for my children.” She fed gleefully from the creature, replenishing her own reserves. As she fed, she could see its memories. A small child, loving their mother. She pulled away, her hunger sated. “Good, keep dreaming of dear old mum.” She murmured softly as she turned back to the ramshackle structure. Her magic yanked it open and she stepped inside. She growled a bit as she cocooned the biped and hung it upside down on the ceiling. A glance around got a small snort. It wouldn’t be all that long before she would be laying a second clutch. There was so much to do. She had to recon the area, find her forces, secure the nest sites, and find more food.

Awakening from disturbing dreams had her popping her head up, looking around frantically. She saw her eggs and the one creature hanging peacefully. She stood up, checking on her eggs. Should she hatch them now? Rushing changeling eggs and dumping too much love into them will cause them to hatch, but the drones will not be as powerful. If she needed a massive number to assault another hive, or to invade a pony city, underdeveloped drones would do just fine. But for building a new hive, she needed to take her time, give them small doses, let their bodies and minds develop over weeks and possibly months before the new grubs are hatched.

She unfurled her wings and rose up to the entrance, covering the hole in the ground and pushing open the shack’s door. She stepped out into the sun, blinking in the harsh light. She looked around. The yard seemed unchanged. She stopped for a long moment. It would be smart to not stand out too much. Green fire covered her body as her form shifted. In a few seconds, she was a carbon copy of the creature hanging down in her hive hold.

She inspected the hand of the new form and smiled before she opened her mouth. Then she frowned. The normal trills and sounds of ponish were impossible with the vocal cords of this creature. She growled under her breath. She took a step with the bipedal shape, and promptly landed on her face. She pushed with her hands to get back onto two legs, windmilling her arms a bit to try to learn to walk on just two legs. It was several minutes before she could actually move around, unsteadily, on just two legs. She briefly considered reverting back to her natural form just so she could talk. But the roar of some sort of machine in the sky caught her attention. She gaped, watching this machine fly. The ponies had airships, but they didn’t make noise like that. It looked like a dragonfly wearing a hat, for lack of better description. She shuddered, was it looking for her? She didn’t want to find out, Twilight would be hauling her back through the portal without delay if she was caught. Her only hope was to keep away from the alicorn. She cast a fearful glance at the shack that was the basis for her new hive. She needed to keep the ponies away from here. So, she had to stay away from her natural shape. She took one step, then a second. And quickly she was shambling towards a structure in the distance, where the creature had come from late the night before. She almost fell trying to climb the few stairs onto the porch, but she was able to finally open the door and get inside, where she collapsed against the door, breathing heavily.

A happy noise got her to turn, a large black dog bounded towards her. Though it slid to a stop, it’s hackles raising. It sniffed the air, pawing at the ground before barking at her. Was its nose sensitive enough to notice any differences in scent? She gingerly reached out a hand, which caused the dog to stop barking, and lean forward to investigate. It got a good sniff of her hand before it bared its teeth in a snarl. She smirked as green fire covered her body, reverting back to her natural shape. “Surprise.” She crowed before she grabbed the dog in her forelegs, again injecting venom into another creature. Love from a dog or other lower life forms would keep a changeling alive, but it wasn’t nearly as good as from a sapient creature. But having the creature attack her would not be helpful. She spent a few minutes cocooning the dog before walking through the house.

As she made it into another room, she could hear a voice, though the words being said escaped her. The picture on the wall was moving. She couldn’t read the text on the screen. But somehow, it was showing the area where she had emerged from the pool. Twilight Sparkle showed up on the screen after a few moments, speaking the same crazy language. She squinted as she looked at the screen, symbols, obviously some sort of language, was flashing across the screen. She had a serious deficiency of information. She turned and galloped to the window. That crazy flying machine had moved off apparently. She decided to risk it, she picked up the cocooned dog in her magic and dashed through the yard into the shack. She hurriedly hung the dog next to the other creature before lighting her horn again and stripping off the cocoon from the head of the first one. Her horn lit brightly. A simple knowledge transference spell was all she needed, something the ponies didn’t know about. She touched her horn to the forehead of the creature and cast the spell. In moments, a lifetime of memories flooded into her. She staggered back from the creature, trying to comprehend everything that just got dumped into her skull. She hadn’t had to do a spell like that in centuries.

A soft sob got her attention, being unwrapped from the cocoon had awoken the human male. She grinned, she knew what he was now.

“Please, don’t kill me.” He whimpered.

She lit her horn. “Oh, it’s far too late to worry about that.” Her mouth felt weird using his own language. His eyes widened as she started to close back up the cocoon. “You will eventually succumb, but for now, you will feed my brood.”

He tried to open his mouth to scream, but it was too late, the cocoon was past his mouth, though his eyes were wildly looking around until they were also covered. In moments his struggles ceased as the enchantment in the cocoon took hold and he was back in his endless final dream.

Once again, fire encased her form, though this time, she was a copy of the dog. She had retained the ability to speak though, she hated being silenced by her form. “Everypony loves dogs, don’t they?” She smirked as she scrambled out of the hive and headed out of the junk yard and down the road. There is a town nearby, And Ulen, Minnesota might just be a place for her to feed.

“Ugh. This is a town?” It was a lot smaller than even Ponyville back in Equestria. Armed with the new knowledge of that human, she could identify what she was seeing. But such a small town? Ugh! She trotted up and down the street, ignoring humans that seemed to be trying to get her attention. She was right, humans did love dogs. The tendrils of love she captured wouldn’t be noticed by the humans yet they were able to keep her reserves high. Maintaining a form was always a use of her love energy, the closer to her natural form, the less energy used. And for certain, quadrupeds like the dog were far easier to maintain than a human shape. She was heading south on what seemed like a main street of the town. Her ears perked, noticing the fire department. Older, yet serviceable equipment was being cleaned by the firemen as she walked down the street on this fine summer day. Humans were everywhere, with a town having a population numbering in the hundreds, nearly all of them seem to have turned out. Though she was confused. There were more vehicles than she would have thought there would be in a town this small. After a bit, her muscles were pleasantly tired, she got near a major intersection, well, major for a small town like this, so she sat down, letting the body pant happily. The humans were bustling about, and she watched them move around. Though the similarity of all their clothing concerned her. She took a moment to review through the knowledge she had gleaned from that one human. That got her to stop panting.

Military?

She shuddered. “All this for just me?” She whispered. She got to all fours and padded to the intersection, staying on the sidewalk as she turned right, then what she saw had her stopping once again. She had to force her body to stay calm and pant softly as she watched several identical vehicles that have been set up on the outskirts of this little town. Two of those flying machines that she had seen earlier were sitting there, humans bustling around them. But what had nearly stopped her heart were the ponies. Twilight had apparently not been kidding when she said bring all of her guards through. Dozens of ponies in armor were working with the humans, and in the middle of all that madness was that bitch herself, Princess Twilight Sparkle. She suppressed the urge to growl at the alicorn, standing next to and talking to an older human with two stars embroidered on his shoulder. They were standing next to a table with a large map spread on it. Chrysalis sidled closer, trying to hear what was being said. Twilight wasn’t speaking ponish, but the language of these humans.

“Remember, she can change forms, and she has magic. It’s not the same as the magic that unicorns have, but it’s close enough for your purposes.”

“But how can we tell if whatever it is is this changeling?” The man asks.

That gets a click of the tongue from Twilight. “Their magic is very good when it comes to changing forms. You’d have to look for subtle differences. They don’t get the knowledge of what they copy, so a soldier that doesn’t know what to do, or a deer that acts weird. We will get plenty of false positives until we actually find her. It really can’t be helped.”

“Understood, Princess.” He turned away, calling out orders to the other humans, the two helicopters started to whine as their blades started to turn. Humans were running every which way and everywhere.

“Hi there, pooch.” A male human voice got Chrysalis’ attention. She turned and looked at the human, he was tall, fairly well in shape, with dusky brown hair and big blue eyes. He wasn’t in a military uniform, instead was in a simple character t-shirt and blue jeans. Clutched in his hand was a leash, leading down to the largest dog Chrysalis had ever even seen. It was nearly double her size. She backed away, her hackles raising.

“Oh, you don’t need to be afraid of Hercules. He’s a sweet boy.” The aforementioned Hercules was sniffing at Chrysalis, though his lips quivered, on the edge of starting to snarl. As Chrysalis backed away, the dog seemed to have made a decision. He leaped forward, checked by the leash, teeth bared.

“Oh crap.” Chrysalis muttered as she turned tail and scampered off. She couldn’t change forms around all these humans looking for her and the pegasi and human vehicles in the air. She gulped as she ran, she had no access to her magic in this form. She risked a glance over her shoulder, and what she saw made her put everything she had into running. Hercules was galloping for all he was worth, his leash fluttering along behind him as the confused human shouted and tried to catch up. She zigged across the street, causing a military vehicle to slam on its brakes and the driver to lean on the horn. She yelped in fright as the enormous dog bore down on her.

She made it back past the fire station, barreling between the humans and the fire truck as she rushed headlong to get away from the monstrosity nipping at her heels. She skidded around the corner. And apparently more humans had joined the chase. She needed to get away from this behemoth, and now.

“Oh no.” She moaned as she rounded a house, a tall privacy fence was blocking her way. Well, time to see if the body that she had adopted was strong enough. She gathered her hind legs and leaped, able to hook her forelegs over the top of the fence, she scrambled her hind legs against the wood when the enormous dog finally arrived, its massive jaws closing in on a hind leg, he growled and pulled her off the fence, allowing her to tumble to the ground. As she landed, she lashed out with her teeth, but only succeeded in getting a mouthful of fur. The other dog was trying its best to sink his teeth into her, but she was keeping moving and the dog couldn’t find a good place to bite. After a few seconds, the dog’s teeth closed down on one of her forelegs.

Her scream could be heard for a block. She shrieked. “Get off of me you damned dirty mutt!”

The screech had surprised the dog, and the humans who had followed. She looked at them as she tried to extract herself from the mass of fur and fluff of other dog. It seemed confused and backed off a bit, long enough for his owner to grab his leash and pull him back further.

“A talking dog!” One of the guys in uniform said in wonder. Then he blinked. “Hold it right there.” He pulled his object and pointed it at Chrysalis, who froze in place. It looked like a block with a hole in it; Chrysalis knew she wouldn’t like what would come out of it.

A pegasus swooped down, holding a unicorn in her hooves, the unicorn guard galloped forward. “Got ya!” Crowed the unicorn as magic enveloped her body. She tried to move, she was frozen. She tried to hiss at the unicorn, tried to move, tried to do anything, even trying to revert back to her natural shape. But the unicorn was too strong. “Oh, go ahead and struggle, queen of mischief. Shield spells and capture bubbles are my special talent.”

If she could whimper, she would. She hadn’t fed nearly enough, given all the exertion in trying to keep away from that behemoth of a dog. The unicorn trotted off, floating the changeling behind her with the military humans in tow. Chrysalis couldn’t even move her eyes, with how tightly the unicorn had her bound. She was stuck, floating along as the pony trotted happily through the town. Once again she was at the same intersection, turning towards where the Princess was. She couldn’t even groan as the unicorn trotted with her in her magic. The pegasus that had brought the unicorn had grounded himself and was trotting happily next to the unicorn, both of their tails waving happily. They shortly made it to the camp where the Princess was. The guard floated her closer to the alicorn, who broke off from the humans and looked at her curiously.

“You brought me a dog?”

The unicorn nodded. “Not just any dog. One that talked.”

Twilight frowned, glancing back at the human she had been talking to. “Do dogs talk on your world?”

“No, do yours?”

“Not this sort.” She stepped forward, her horn lighting. Chrysalis tensed, if the alicorn or the guard fumbled transferring their magic, she might be able to escape. But that didn’t happen, instead, the magic around her head lessened and she was able to speak. Though she kept her tongue still.

“They heard you talk.”

Silence from the changeling queen.

“Are you going to say something now?”

“Woof, woof.”

That got a smirk from Twilight, her horn brightened. “Not many know the spell to cancel a changeling’s magic. Though I could simply knock you out and you would revert naturally. But I want you conscious.” In a moment, the changeling queen’s life was pure pain. She howled in agony before fire washed across her form, leaving her natural form behind. She hung in the alicorn’s magic, panting. Twilight nodded to herself. “Good job!” She turned back to the human from earlier, Hercules was straining against his leash, which was now looped around his hand so he wouldn’t escape again. She bowed her head. “To think the queen of the changelings was thwarted by a dog.” She giggled. “Thank you, sir. You have helped the ponies more than you know. I’ll take this.” She shook Chrysalis a bit. “Back to Equestria to face judgement from Celestia.”

“You will be back, right, Princess?” The human with the stars on his shoulder asked quickly.

Twilight turned to him with a smile. “Yes, I will, General. When your police called you to help me. I promised that once this crisis was averted, we would have the time and ability to formally meet in the diplomatic sense. I also need to find a way to move the portal from the lake that it’s currently residing. As I told you, any sufficiently reflective surface shall do. And it seems that this portal will stay open for longer than simply three days every thirty moons. I will try and bolster it to make it permanent. I will also be bringing Princess Celestia through to be able to meet with your government, once I take this creature back home.”

He gulped, looking at her. “You had mentioned something about eggs?”

Twilight looked at Chrysalis in her grasp. “I don’t think she was here long enough to be able to lay any. Though we can sweep the town and down south to Hitterdal where the portal is, looking for any magical signatures.” Chrysalis kept her body from reacting, if she could get away, she could hatch them. But as it is, they would be marooned on this world. But she wasn’t going to give Twilight the satisfaction of finding her brood. They were safely underground, away from this town to the north. They would be safe. She blinked as she was moved by the alicorn. “Time to get you home, to face justice.”

Chrysalis couldn’t even make any sounds, facing Celestia’s judgement once again. And there was nothing she could do.

***

Charles Kranz drove his ten year old Ford truck onto the junkyard grounds. His friend, Russ, hadn’t been heard from in several days, and he was getting worried. He parked in front of Russ’ house and killed the engine. He blinked as he slammed the door of his truck. Ginger wasn’t barking her head off. He walked up the stairs and opened the door, his nose crinkling at the stench. He looked around. “Russ? You around? You let your food go to rot. He walked in the kitchen, noting the flies buzzing around the plate that had apparently been left mid meal. He picked up the plate and dumped the entire thing into the garbage, letting the lid close off the smell. He looked around and took a moment to dump the rotten contents of the skillet into the trash as well. “Ginger, c’mere girl!” He called. But no black shape bounced up to greet him. Now he was more concerned. Russ wouldn’t leave food out like that, unless something had happened to him. He took a moment to walk up to the master bedroom, and not finding his friend dead on his bed from a heart attack or something like he feared. He finally exited the house, looking around. The junkyard was how it always was, dozens of wrecks waiting for people to pick over them for parts before the remains were crushed and sent off to be shredded and made into new steel for new cars or other products. His eyes fell on the old shed. He frowned. There’s no way that Russ would go and hide in there. After a few moments of contemplation, he shrugged. Maybe Russ has decided to finally fix up the shed like he’d always talked about.

Wrenching open the door of the shed, he waited for a moment for his eyes to adjust. Bare dirt floor, tools neatly laid out on the two benches on two walls of the shed. It looked like Russ had been busy. He stepped forward, and yelped as he fell through the dirt floor. He tumbled down, rolling a couple times before he ended up in a heap. He coughed and blinked, looking around. What the hell was going on here? He looked up, somehow what looked like a bare floor was an open hole, he could see it clearly from below, but from above, it looked entirely normal. He struggled to his feet then froze. He was only a few feet away from small, green, glowing orbs, laid in neat rows. There were dozens of them, well over a hundred. His brow furrowed as he poked one, noting the leathery feel of the orbs. He blinked and turned around. And he shrieked! “Russ!” He rushed over to his friend, who had been encased in some sort of cocoon. And right next to him was his faithful black lab, Ginger, similarly cocooned up. With a shaking hand he pulled out his cell phone, dialing three numbers then hitting send before holding the device up to his ear.

“911, what is your emergency?”

He gulped. “Yeah, I’m at the junk yard, Russ…I don’t know. I’ve never seen anything like this before.”

“What’s going on?” The operator asked gently.

“I think it’s related to that pony thing that went on a few days ago.”

“I’ll get the police on the phone right now and they can contact the guard.”

Chapter 2.

***25 years later***

The man stood up from the bed at the sound of the knock. He wiped the sweat off of his hands onto his dress pants as he walked to the door. The opening hotel room door reveals a tall, blonde-haired woman, dressed in an expensive looking evening gown. Her smile was beautiful as she flashed it for him.

“Hi,” he stammered nervously.

After a long moment, her eyes flicked past him into the room, then her gaze rested back on his eyes. “Are you going to invite me in?” she asked in a melodious voice.

He flinched and backed away, gesturing into the room. She stepped past him into the hotel room, and he closed the door as he watched her rear sway as she walked. “Beautiful,” he murmured. He followed her into the suite’s living room.

She stopped partway into the room and looked around. “So, as we discussed, three thousand.”

He blinked a few times, not sure of what to do. Finally, he nodded, reaching over and picked up a stack of bills, which she put into her purse. She smiled as she set the purse down on the dresser, she turned to him and purred, “Now that that unpleasantness is over with, we can focus on your pleasure.”

He sat down on the couch. “Not that I’m complaining, but I thought I was asking for a…” He was stopped by a finger to his lips and a coy smile from the woman.

“Yes, you asked for a pony, and I will deliver. But it’s so much easier to walk around town without being noticed, looking like this. Do you have a preference on the pony?”

His eyes go wide. “I’ve got a choice?”

She smiled seductively. “Oh, certainly you have a choice.” Violet fire enveloped her form, and a white alicorn is standing there with a flowing mane and royal regalia. The flame enveloped her again and a dark blue alicorn is standing there with a crescent moon cutie mark and a mane made of the night stars. Her voice matched her new, lunar form. “I can be anypony you wish.”

Her horn lit with violet light and his clothes disappeared. He reflexively covered himself in surprise, getting a throaty laugh from her as she reached a hoof forward and gently moved his hand aside, stroking him gently with a fetlock.

She giggled. “Any preference?”

He stammered a few times, managing to get out, “I kinda like the Wonderbolts.” Breathing heavily as his member started to grow under her attention.

She smiled and once again the violet fire enveloped her form. First she was a bright blue pegasus with a rainbow mane and tail. She tilted her head, looking at his reaction, then the flames flashed about her form again, becoming a golden pegasus, her wings spread wide, with a wing made of flames on her flank, at his smile she smiled back brightly. “So, you like ‘em feisty?”

He nodded, his little soldier definitely standing at attention at that point.

She moved forward to accept a kiss from him. Unlike many others in her profession, she didn’t have to fear diseases of the humans. She reached a wing out and stroked his cheek. The kiss deepened, going on for what she judged was enough time. Finally she broke away. “Shall we?”

He blinked. “Huh?”

She was enjoying feasting on his lust, so she smiled and gestured at the couch. “Wouldn’t you want to be more comfortable? We can do the deed here, or in the bed.”

The look on his face had her suppress the desire to giggle. Human males when all the blood needed to run their brains went south. Finally, he stood up. She turned and walked towards the bedroom. As she put her hoof on the handle, she glanced back at him while twitching her tail to the side, letting herself wink at him, and not with her eye. His reaction was priceless. He groaned softly and his member twitched. She nodded to herself. Yeah, this one is gonna be fun. A girl’s got to enjoy her job, right?

He closed the door behind them and when he turned back, he gasped as her mouth enveloped his dick. He was transfixed by sensation as she worked her mouth on him. Her ears were perked, listening to every gasp and moan as she enjoyed the feel and taste of him. He had showered recently, so all that filled her nostrils was the pleasant musky aroma of an aroused human. Her head bobbed as she continued to give him pleasure. Though after only a few minutes, he gasped loudly, “Wait..wait...uhhhh… Not ye-!”

She put a hoof on his belly to stop his objection. She simply sucked harder as his member twitched in her mouth, spewing forth his first gift to her. She swallowed and kept sucking as he twitched and shuddered in her mouth. As his climax wound down, she let him go. Smiling up at him.

The poor dear looked as though he was about to cry. She tilted her head. “What is it? You just went to heaven and you’re not happy?”

He looked at her. “I’m not a young man anymore, and that was so quick.” He shuddered. “It was amazing, best blowjob I’ve had in years…but I wanted to…”

She smiled knowingly. “You wanted to sample more than my mouth?”

He nodded, getting a giggle from her. “Sweetheart, you paid for an hour of my time. You will get a full hour of my time.” She tilted her head a bit. “And maybe a little more if you are up to it.”

His eyes widen. Then he looked down at his member. “But…”

She reared up and hugged him with her hooves and wings, nearly tall enough to kiss him, though he leaned down into the kiss. After time immemorial, she pulled her head away. “Anything else you wanted to do with me before the mane event?”

His eyes widened. “Like what?”

She pulled away and hopped onto the bed before sitting. “Well, I don’t really talk about my clients, but I can tell you some things they liked doing with me as a pony. Some simply paid me to allow them to run their fingers through my mane. Some wanted nothing but a long blowjob, some even wanted to taste my own flavors. Some simply wanted to mount me. Or play with a wing. The sky is the limit here, love.”

He shuddered. The possibilities flashed through his brain. Finally, he spoke. “I’d love to taste you, I’ve never tasted a pony before.”

She smiled. “Not many humans have, even with thousands visiting your world at any time, and even a few tens of thousands living here permanently. Ponies aren’t exactly a common sight. And it’s good to know ponies are just as horny as humans. If not more so.” She patted the bed. “Come on here and lay down on your back. You shall have your desire.”

He eagerly complied, climbing onto the bed and stretching out. She looked at him for a long moment. This one she might have to save a contact for the future. A rare human male that preferred to give pleasure as much as he got. She could get much love from this human. Feed herself plenty from him. She crawled over him, presenting her dripping plot to him. She made sure to wink hard as he first, hesitantly touched her marehood with a finger, tracing along the lips ever so gently. As the finger reached near her clit, she winked again, the finger dragging along the clitoris, giving her a burst of pleasure. His hands reached up and pulled her rear down towards him. His broad, flat tongue diving deep into her folds. She closed her eyes and reveled in the pleasure he was giving her.

As he was pleasuring her, she watched his manhood, starting out flaccid from her previously draining him, it started to twitch a bit as he got into licking and sucking on her plot. That got a grin from the mare. She reached forward, letting the tip of her tongue run along the head, getting a guttural growl from the human as he redoubled his efforts on her. She grinned as she brought his manhood into her mouth, sucking strongly. His body tensed up, hips bucking gently into her mouth. Oh yeah, he really liked it. She grunted, letting her breathing speed up, crying out softly as she clenched down on his face with her nethers. She panted, with his hardness in her mouth, taking a moment before she resumed, enjoying the feel of his cock in her mouth. He was rubbing his hands along her flanks and across her cutie mark. Finally, she stood up and flicked her tail in his face before turning around to face him.

“That was good, love. Now, do you want to stay on your back? Or mount me?”

His eyes widened. “You could mount me?”

She nodded. “I love your human name for it, cowgirl. Giddyup, humey!”

He sighed happily. “A pony riding me.”

She reached a hoof back, pointing him in the right direction as she lowered herself onto him. She watched intently as his cock slowly penetrated her folds. His eyes rolled back as her plot met his pelvis, she sighed happily. The lust from the human making her body sing. “Okay, you ready?” He was only able to nod jerkily as she slowly raised herself, and brought herself down. He groaned in pleasure. Yeah, he wasn’t going to last all that long in this. Well, forty minutes to go, and she was going to extract every ounce of love he’d be able to provide her. He’d be more tired than he would usually after an energetic sex session, but wouldn’t think it that unusual. Her feasting of his emotions would go unnoticed. She bounced, slowly upping the pace, watching his face as it contorted in pleasure.

There was an art to getting the most emotions out of a human. Males were easiest. Most were starved for what they thought was a need for sexual pleasure, but that was a cover for being generally deprived of touch, warmth, and above all else, compassion. Taking her time with one to listen to his cares, kiss him a lot, hold eye contact, touch his face, sigh at all the right moments, and of course let him enjoy her body was generally enough to have one halfway to legitimately falling in love with her.

“Oh, yes, baby, give it to me.” She crooned. Speeding up further, soon, she was energetically bouncing on his hardness. Soon, his entire body tensed up. She gathered up his hands in her hooves and let him hold her hooves as she moaned in pleasure as his body writhed its way through another orgasm.

When he was done, laying there, panting. She stayed like that, using her muscles on his oversensitive penis, getting him to twitch in pleasure and overstimulation as his body relaxed.

“Was it good for you?” He murmured, on the edge of falling asleep.

"Oh yeah, humans are so different! I love it!” She crooned, watching his consciousness slowly abate.

As his body was recovering, she sat there for a long time, enjoying the feeling of him inside her, even as his body relaxed towards sleep. She’d give him about fifteen minutes before she’d wake him up for round three.

The human jerked awake, watching her as she pulsed her muscles, him still inside of her. She looked up at him with a sultry smile. “Nice nap?”

He blinked. “I’ve never…”

“Oh, sweetheart, I know how to get you ready and raring to go.” She started to bounce a little bit, feeling him harden slowly within her. She grinned, yes. He’s got more to give, and before she left, she would take it all! She sped up her pace, and shortly the only sounds in the room were his grunts of pleasure and the sound of her wet plot slapping on his pelvis.

Finally, he looked up at her. “Can I mount you?”

With a smile she pulled off of him, he was even harder now. With two shots down, he’d be able to last for a good long while. She turned and presented her glistening plot, her tail waving gently before lifting it up high as he got to his knees. Grabbing her and bringing her close, he wasted no time entering her again. She gasped a bit at him entering her forcefully, but gave him a happy smile as he started pistoning into her as fast as he could. She closed her eyes, feeding on his emotions as he gave her everything he could. Five minutes passed, then ten, he was starting to slow, but the bliss on his face was enough for her. Then she noticed, he was tensing up, another shot was primed and ready to go. With a loud groan, he hilted deeply into her, she could feel him twitching within her as his body let go once again. For a long moment, he was paralyzed with pleasure, completely focused on the sensations dancing through his skull. Finally, his body lost all tension, and he fell sideways onto the bed with a groan. She turned and cuddled up with him, his arms reflexively going around her as her wings held him close as he panted. Her breathing was easy to control as she panted next to him.

She waited as he recovered, though after a bit, his eyes focused and he looked at her. “That was amazing, I’ve never been able to go three times in an hour before.”

She flicked her tail over his member. “Never know, you just might be able to manage a fourth time.” She purred into his ear, holding him close. Though with how heavy his eyes were, she doubted he’d be up for another round. She was content, though, she’d fed enough.

A little while later, he was holding her in his arms, fighting the sleep trying to overtake him. “So…” He said quietly.

She looks at him. “What?”

He looked away from her, quietly asking, “You can change forms… are you a unicorn?”

She smiled demurely and shook her head, pressed against his skin.

He furrowed his brow, rolling over to look into her eyes. “Huh?”

“Trade secret, can’t let it out of the bag,” she giggled.

He looked at her, confused. “You are from Equestria?”

She smiled. “I am Equestrian, though not from the Kingdom of Equestria.”

He hugged her tighter for a moment, then she wiggled a bit. He let her go and she got off the bed and stood up. The same violet fire washed across her features, leaving the human female shape she had when she arrived. “Thank you.” She said seriously.

“Wait,” he called out, stretching out a hand. She stopped in the middle of picking up her purse.

“What?”

“What do you really look like?”

She cocked her head to the side, her expression souring slightly. Very rarely was she asked this question. She’d fed pretty well off of his lust for her, and though it’s funny to her, his physical lust had been sated quite well. She’s very good at that, but his mind still burned with desire. She considered for a long moment, then responded, “Ohhh, like any other mare, four legs, four hooves, two eyes, a tail, and a mane.”

“Well I…I think you’re beautiful, in any form.” The earnestness of his words got her to pause.

She stared at him for a long time, and her slim hand reached out to grab her purse as she rolled her eyes. “Sure. Thanks anyway. Now, honey, sorry to yell you this, but our time’s up. Call me again, won’t you?”

That made him stop. “Oh r-righty, sorry!” he stammered, looking at the clock. “Forgive me for being a pest, I’ve had a great time with you.”

“As have I. Don’t forget me, okay?”

“How could I?” he said, yanking his belt shut and then hurling on his shoes.

She walked him to the door with a hand on his ass and kissed him deeply one last time. “Call me again soon, okay.” Then she allowed him to open the door long enough for her to saunter out and then she walked down the hallway to the elevator.

As the elevator took her to the first floor, she sighed, “Nobody really wants me for what I am, they only want what I can do.” She fought with her emotions, they were threatening to overwhelm her. She closed her eyes and breathed deeply, it wouldn’t be good to lose control and focus and change back to her natural form in public like this. She knew there was a camera in the elevator of this high class hotel. She got her breathing under control and opened her purse to look at the stack of cash, her third client of the day so far. She would have to drop by the bank to make a deposit.

This amount of cash would get unwieldy but, her bills would get paid. Her phone rang, jarring her from her thoughts. She pulled out the device. “This is your fantasy.” She said breathlessly into the phone. She listened for a moment. “I’ll be glad to see you. My website has the costs; have you seen them?” She paused to listen, then replied, “I’ll be there in half an hour.” She pressed the button for the lobby and took a moment to compose herself. At least, with this form, she didn’t have to worry about makeup running or her stocking ripping. By the time the elevator had made it to the ground floor, she had her own emotions in check, stepping primly through the revolving door and pulling up the Uber app. She tapped two addresses into the app and waited as the app looked for a driver. Being a major city like Baltimore, drivers were always available. Soon Bill would be picking her up in a brand new Ford Explorer, first to deposit a good amount of cash into her bank, then on to the next client. She smiled. Today would be a good day.

***

The changeling in human form stepped into her small apartment. She didn’t need to spend much money when it was just herself and her cat. She had an emergency supply of love at home always. So, she didn’t need to worry if her clientele dried up. Though since she’s gotten in the Baltimore area, she’s been busier than ever. The five thousand dollar a month rent for this place, on the forty second floor of an upscale building, was taken care of with a day of work. Her fridge remained empty. The cabinet had only the necessities of feline care. She bought plenty of food for her little furry companion. And inquisitive miaw got her attention as she placed her purse on the table. She relaxed, living in this apartment was very private, and she could be in her natural form. Her horn lit violet as she floated a can of food and a bowl from the kitchen. She watched as she used her magic to open the can and dump the contents into the bowl before setting it on the floor. She had spent good money getting her cat. A mix between some African wild cat and a domestic cat. Called a Savannah, the F1 she had was a big cat. Bagheera crouched down and was quickly inhaling his food. Sometimes she envied the feline, his ability to actually eat food and get energy from it. Any time she tried, she ended up violently ill from any attempt. Her chitin hooves clacked on the tile as she headed into the living room and turned on the television. She held the remote casually in her magic as she switched between the channels. Finally settling on a news channel. She didn’t understand why she was so enamored with the 24 hour news, one was partisan one way, the other was partisan the other way, and neither really gave her the information. She always felt dissatisfied after watching them. Though this time, she pressed the volume up button, Princess Celestia was on the screen.

Representatives from Equestria have arrived in the DC Metro area. Princess Celestia herself is here for talks with the President. A representative of the White House confirmed. The visit is reportedly in regards to proposals in the United Nations to expand the pony weather control to worldwide coverage much how the US has enjoyed controlled weather for the past twenty years. Along with other trade deals between our two worlds. The voiceover said as the changeling’s breathing increased.

She’s coming here? She’ll have an entourage. Humans were perpetually horny, finding clients, whether they be male or female, has not been an issue since she had arrived here near the national capital. But so are ponies! And not just the stallions, based on what she’s heard from some of her clients. But what about this? What if the next call was from a pony? One who was curious about her advertisement that included ponies? She looked thoughtful. What could she do? She looked back where her phone was. She didn’t object to having a pony client, not at all. Whether mare or stallion, she could satisfy either. But her changing forms in front of them could prove problematic. Humans don’t know about changelings, at least most of them didn’t. She knew what had happened with most of her siblings, they were rounded up and sent right through the portal in DC. She blinked, she’d heard in a few places that sometimes changelings would make it through the portal, and when discovered, they’d be sent right back. Even the tame ones that were friendly with Princess Twilight. She knew that if the humans authorities discovered she was there. She’d be sent to Equestria. She’d never been there! She wouldn’t even know what to do!

She flinched as Bagheera leaped onto the arm of the chair with a questioning miaw. She absently reached out a hoof and stroked his head. She was curled up in the seat, and he stepped carefully onto her, taking only a few moments to get himself comfortable on her before curling up and enjoying her warmth. She sighed as the cat settled down, continuing to gently stroke him with a hoof, him leaning his head into her touch, the love from him intensifying as she pet him.

“What should I do?” She asked the cat.

With half lidded eyes, he was silent, just enjoying her touch.

She shook her head, he had cancelled out her impending panic attack by coming up on the chair, but the stress remained. The audio from the TV was unheard by her as she floated her phone closer to her. Safety was paramount, if she were found by human or pony officials, she’d be through the portal before she could even blink. She narrowed her eyes as she manipulated the phone with her magic. She had to find a place with plenty of horny humans, and officials that looked the other way when it came to her profession. She briefly considered Las Vegas, but within the city, it was more difficult. She didn’t want to go to one of the legal brothels, she’d have to be around others all the time. And then she’d be found out, because she would change forms to please her clients. No, that wouldn’t do.

Dallas? No, she’d already spent nearly a year there. Maybe further north? No, that city was too small. Minneapolis? She pondered the location, but then remembered, it was February, way too cold up there. Scrolling the map east, she stopped at Chicago. She scrolled around for a long while. Her bank was a national one, so it had plenty of branches there, so she wouldn’t have to go through the hassle of closing down and creating a new bank account. She’d paid good money for the various identities she possessed. She tilted her head. Bagheera would have to come with her, but it wouldn’t be the first time her cat had endured air travel. She looked at Bagheera. “You want to live in the Windy City for a while, Mister man?”

Bagheera looked at her, his eyes blinking slowly. She rubbed her hoof gently along the side of the face, enjoying his rumbling purr. She nodded. Yes. Getting away from Baltimore would be a good idea for her. Not just to stay safe from Celestia and her entourage, but she could make some more money. She pulled up her banking app, and logging in. Once it loaded, she looked at the balances. Checking, savings, money market, a couple other accounts. She smiled. Over five years of getting all the love she needed from humans and taking money from them to boot has added up to a very healthy sum. She tapped a few times, her deposit from today was safely put into the money market account, managed conservatively, she could live for years off of the dividends from it. But that would mean she’d have to find some other source of love.

She chuckled, her source of income was also her source of food. She finally closed down the bank app and searched airlines. She finally decided on Delta, and scrolled the flights. Tomorrow should be soon enough. She tapped a few more times, entering in her credit card information and getting a confirmation. Double checking that Bagheera’s carrier would be a carry on. She finally lit her horn, picking the sleeping cat up without disturbing him. She’d done it hundreds of times and knew how not to jostle the cat and to keep him peaceful as she got into her bed. As she drew up her covers, she placed him on her, and on release, the cat started to knead his forepaws into her covers. She smiled softly as sleep took her.

***

Equestrians have dreams, many times much more vivid than humans. Sometimes dreams were memories, sometimes they reflected fears, hopes and dreams. The changeling twitched a bit as she slept, her dream self going back in time, she didn’t remember her time as a grub, she didn’t know how they got love into her as an egg, or into her as a grub, to allow her to grow into a full-fledged changeling. Though her and her siblings were all hatched over 20 years before. Some of her earlies memories was being held by humans, some of her siblings died from lack of love. Until the humans found that lower life forms could sustain them. Apparently they were worried what the changelings would do to humans if they fed off of them. But once they were hatched and grown out of the grub stage, they were given designations, hers was H0p3, all of them started with H, apparently. They never told her why.

After the trauma of hatching, she remembered that. Living in near darkness, She could feel her reserves of love, she didn’t know what it was at that point, but she knew she needed more, she had to escape, she had to get out of the darkness, into the light. She had a horn, she used it, pushing against her prison, occasionally hearing a crackle as she moved, pushing her horn against her confinement. For a long time, she kept using her horn, her ears twitching at the sounds and voices that filtered through the thick leathery shell of her egg. Finally, there was light, warmth as she retracted her horn from where she had pierced through. Encouraged, she pushed again, and there was more light. She heard more incomprehensible sounds, warm hands pulled on the edges that she had broken through, with her struggles, she was helped from her egg, blinking her green eyes slowly, not comprehending the world around her. She had been moved from there, she remembered being held, she knew now it was a human holding her. Dressed in white. She was able to feed, she could feel emotions from the human holding her. She was too small to harm a human at first, but feeding too much on someone could have rather… hateful side effects.

She remembered her time with those humans. It was not pleasant memories for her. She knew her designation, she knew they were training her. One memory surfaces within her dream. Learning to speak the words of the humans was difficult, as the English language is a confusing and disharmonious staccato of sounds that should be much more smooth than it is. She remembered this because she was with some of her siblings. They all looked the same, black, with green eyes. She was the same as the others, with one minor difference, a small violet mark on her flank. She didn’t comprehend at the time that she was different, her odd mark and greater size hadn’t shown yet, that wouldn’t come about for years. The words she has to say felt odd to her mouth and throat. But she knew the punishment for noncompliance would be swift, and severe. She had to try so she turned and looked at the front of the room where the large screen was displaying letters and words that she had to try to say and she dutifully intoned with her brethren. “A is for apple. B is for ball.”

Still asleep, her dream shifted. She reached out and stroked Bagheera, subconsciously getting grounding and comfort from his weight on her body, his warmth and love making her feel content as the disturbing dreams continued.

A human had courted her for several moons. Though they mated often, though she did all the things that usually made a human brain stamp on the happy hormone pedals with both feet, he was always cold. He was a good match for her own personality. He also yielded no sustenance. He wasn’t cruel, just cold, though she did fear sometimes what mind lurked behind those frozen eyes. Though he never fed her, he was in the end worth it for some other things, knowledge that had served her well with less agreeable humans from time to time.

More of the past surfaced within her mind. “Now, Rainbow Dash!”

She formed a mental picture and breathed as violet flames washed over her form, turning her into a cyan pegasus with a shocking, rainbow mane and cerise eyes. She looked around at the other changelings. She felt like she could almost see herself through their eyes, but something was… missing.

“H074, you have the mane colors wrong,” came the voice over the speaker. She jerked to look at him, and the speaker was right. The bright blue and green colors of the mane and tail of the Rainbow Dash beside her were transposed. The other changeling cringed—he knows what was coming. A small click was audible as the implant activated, and the changeling was bathed in green fire as he fell on his side, shrieking in pain.

She shuddered, watching another of her kind in pain.

Eventually the dream ended and she fell into a deeper sleep, away from the disturbing memories of her past. Her body finally relaxed as the night slowly crept towards the dawn.

Chapter 3.

The scream of tires on pavement has the changeling opening her eyes. She was not asleep, falling asleep when she wasn’t in her natural form could be dangerous, just enough relaxation and she would revert. Not the desired outcome for her flight. She reached down and grabbed the carry on with a protesting Bagheera. He had been pretty quiet during the flight, but once his cage had been jostled, he was letting his displeasure be known. She shushed him softly as she stood up as the plane pulled into the gate. Being near the very front of the plane, she watched as the flight attendant opened the door before she reached up and grabbed her carry on from the overhead bin. She could feel the impatience of the other passengers, though with her seat, she’d be the first out of the plane. She shuffled forward as the door was opened. Flashing a dazzling smile at the flight attendant, she suppressed the urge to giggle when the poor man nearly stumbled over himself looking at her.

She had spent a long time looking at what men liked sexually, she owned some clothing, but most of the time, her clothes were made by her magic as part of her transformation. She didn’t like the feel of enormous breasts when she was travelling, but she left this form with respectable sized breasts, D cups on a mid-30 something inch bust, coppery tan skin and bright blonde hair and piercing green eyes. She had perfect teeth that were almost glowing white along with a well-proportioned face, making her look younger than she purported to be, she saw men’s eyes always lingering on her. She fed on their lust just walking by them. Her smile was genuine, she was away from any serious concentration of ponies with the exception of the Midwest Weather Bureau. The first thing that morning, before leaving her home, she had set up her typical ads. She spent enough money with an online marketing firm to push her ads out where she happened to be at any particular time. She’d plied her trade in Los Angeles, San Francisco, Dallas, Houston, Tampa, Miami, and several other major cities in the US. She had thought of trying internationally, and maybe would sometime in the future. Her meticulous creation of her false identities would stand up to all but the most serious of searches. She had passports for her identities as well, so she could travel where she wished.

Her phone rang, ahh, a first customer of the day. Her love reserves were decent, but getting a boost was always a good thing in her view. Her thumb swiped up on her screen and she put the phone to her ear. “This is your fantasy.” She said gently.

“Uhhh, hello.” A female voice said hesitantly.

Oh, nice, she hadn’t had a female client in a few months, a nice change of pace.

The voice stammered a few times. “Well, um, on your website, you did show a stallion…”

The changeling smiled. “Oh, certainly, we can always accommodate your desires.”

“Well, I want more than…” the voice trailed off.

“More than a romp in the hay, I quite understand.” The changeling was watching her bag come out onto the carousel. She reached out and grabbed it as she was talking. “What exactly do you want a stallion for? Other than…the obvious?”

That got a small laugh. “Well, I have a function, it should be a couple of hours, and they can handle that ponies are herbivores, and I know at least a couple of ponies are going to be there. I want a pony companion at the event and for…after.”

The changeling knew where this was going. She knew that the woman’s face was beet red at this point. It was quite endearing, many men treated hiring her was run of the mill, most of the time. And most of the time, the women were almost utterly embarrassed that they felt the need. The hesitancy baffled the changeling, but she didn’t worry about it. She’d leave them happier and a little more tired than they would otherwise be. A win-win in her book. She got outside the terminal as she was talking. “For the event, we can do a flat fee of five for the event, if it’s more than three or four hours, we can adjust. And for the after party.” She smiled, setting the hook. “Let’s just say we’ll call that a bonus.”

“Five thousand dollars.” The woman said. After a few seconds of silence, the changeling opened her mouth to perhaps start a negotiation, but the woman blurted out. “Done!”

“Good, now, what time do you want your gentlestallion to show?”

“Umm, about six, please?”

“Certainly, can do.” She glanced at her watch, plenty of time to set up a hotel room and be ready for any other calls. “Is there anything else? You aren’t going to ask what tribe you want?”

“Oh! I get a choice? Oh yes…ummm…a pegasus? Would that be okay?”

“I’ll be happy to send a pegasus stallion for you.” The changeling listened intently as the woman gave her the details she needed before closing down the conversation. She grinned as she ended the call. Not even in the city for an hour and she’s already got a booking. She blinked as the phone vibrated in her hand. Oh boy, they must be pent up. Not enough girls in her profession around apparently. “This is your fantasy.”

She smiled at the voice on the other line, wanting an incall situation. She’d already found a good hotel with not too much security that men could visit somewhat discretely but was still upscale enough for her taste. The caller was quick and to the point, letting her know what he wanted. Not anything she hadn’t done quite a few times before. She finished that conversation, six hours until her appointment, and she had another one raring to go. It was looking like her Chicago prospects are looking up. As she cleared that call, she pulled up Lyft, in a few minutes, a car would be picking her up for her hotel. She sighed happily and lifted Bagheera up. She needed to find a good residence to rent on a monthly basis, but simply two rooms at the hotel would suffice for a few days. She waved as the car pulled up. Today was going to be fun.

***

Her love reserves from her first two clients of the day were in very good shape as she trotted down the street. She’d already been told what was needed, and while it is easier to go through the city as a fellow human, getting the eyes of humans walking around as a pony was fun from time to time. She was a light blue pegasus with a tan mane, she’d guessed at a cutie mark, something not really standing out, just a lightning bolt, so humans didn’t ask too many questions about that. She stopped for a moment, looking at the building, one of the nicer hotels in Chicago, known as London House. She suppressed the desire to whistle, she could afford a place like this, but it was a bit much for her client’s needs. This woman had some money. No wonder she didn’t dicker on the price. The changeling nodded to herself and trotted into the lobby and looked around. The elevator bank was easy to find and she tapped the button before waiting patiently for the car.

Tapping for the fourteenth floor got her up there fairly quickly. Though she was pleased that there wasn’t any humans or ponies to join her on the trip up. She walked sedately to the room before tapping a hoof on the door. She glanced at her phone, which was on a strap on her forehoof. Five fifty-eight exactly. Punctuality was always highly prized.

The door opened almost instantly, and the changeling got a look at the woman standing there. Late thirties by her estimation. Blonde hair with very pale skin and blue eyes. Small breasts. She was adorned in what looked like a very expensive evening gown. The changeling smiled, looking back and forth. “Are you going to invite me in?” She’d worked hard to have a masculine voice that wasn’t overly harsh in this form. She offered a winning smile to the human.

The woman gulped before stepping back. “Of course.” She mumbled an excuse while the changeling stepped inside and watched as the door closed.

She sat down and looked at the human before extending a wing slightly. “Not what you expected?” She made a show of glancing between her legs. “I’m pretty sure I am what you asked for.”

The woman blinked. “I’m sorry, I just…” Her face started to turn red. Something the changeling found endearing, embarrassment.

“Have never done this before. I know.” She stood up, letting her tail flick back and forth. “There isn’t all that much call for stallions by ladies in my profession. But it’s nice to be needed from time to time.” Well, she’d actually turned into a stallion fairly often, mainly to please some of her male callers. But this client didn’t need to know all of that. She tilted her head slightly. “I do enjoy this sort of thing. And I enjoy presents.” Hope winked.

The woman nodded. “Where to…?” She turned and grabbed an envelope from the counter and handed it to the changeling, who nosed around into her little day bag that almost all ponies wore while on Earth. Once the money was safely ensconced she turned back to the human with a big smile.

“I prefer to get the unpleasantness out of the way first thing, then we can focus on you. How much time until we need to go for this function?”

“Oh, it’s in the hotel. We have about twenty minutes before we need to leave. Though, what would you wear?”

“The emperor’s newest.” A winning smile and a twinkle of the eye gets a grin in return. The changeling could feel the gaze trace over the dick and balls, a meaty pair full of male delight to unleash, and a member to lust over but wouldn’t hurt with a bit of care. “And we can play a bit when we get back. But what is expected of me in this function?”

The woman looked down. “Just enjoy our time, we have an awards function to go to. I was thinking about finding a…boyfriend among the ponies. But I didn’t really know how to go about it.” She looks up, an eager gleam in her eyes. “Could you give me any pointers?”

The changeling tilted her head a bit, appraising the woman. “You aren’t bad to look at. I have noticed that ponies are just as into sex as humans are, if not more so.”

Her eyes widen. “More?”

The changeling nodded. “Oh, certainly, you haven’t been around mares in heat. They are absolutely insatiable. The stallions love that time. And from what I’ve heard, plenty of human males have found visiting a pony settlement during times of heat could be quite fun if they are in the mood for sex. And finding that humans and ponies are not interfertile is a bonus for the mares, since they can enjoy sex while in heat without the worry of pregnancy when they don’t desire to procreate.”

“But what about stallions, when mares are in heat but don’t want foals?”

“Anal.”

The woman laughed, “You’re killing me!”

“Oh, we’ve had good ways to prevent pregnancy during that time. Everything from a unicorn casting a spell, to potions made by ponies that prevent pregnancy, or just use a different hole.”

The woman’s eyes widen. “Can those potions be used by humans?”

The changeling covers up her feelings with a smile. She has been repeating what she has been told by some of her clients that have interacted with ponies, and the very few ponies she’s had the unfortunate time to come across in her profession. Ponies don’t often pay for sex, but it does happen, mares more than stallions. But she has talked to many of them, learning as much as she could. She didn’t dare to show her true nature to them. “Unfortunately not, I don’t know the specifics. Though pony artificers have been looking at reliable potions for humans.”

“Interesting.”

The changeling glanced at her phone. “I’m guessing we should go?”

She tilted her wrist, her watch lighting and she inspected the face before smiling. “I think it is. Shall we? Unless you want me to give you a good reason for being late.” The changeling deliberately flagged the penis from its sheath.

“Do you need anything to eat?”

“Oh, no, I ate before I came. This is all for you.” The changeling stands up, heeling at the side of the woman as they make their way out of the room towards the elevator.

***

They both are laughing as the door is opened and they tumble into the hotel room. The changeling ensuring that the woman ended up on her back, the changeling holding the woman gently. She offered the human a winning smile. She leaned forward, kissing the woman on the lips, gently letting her tongue slip between her lips and running along the humans tongue. She pulled back. “Are we ready for the rest of the evening?”

The woman hesitated, blushing. “You must think I’m a desperate fool.” She starts, only to have the tip of a wing touching her lips to silence her.

The changeling smiled at her. “You don’t understand. Ponies have been in your world for only twenty-five years. I’m pretty sure the first interspecies sex happened within hours, if not days of the first time the ponies came across. I’ve learned that humans will bang anything that isn’t nailed down.” She tilted her head, flicking her ears forward. “I have heard of even some pony style herds forming with humans. And even outright human marriages between humans and ponies. So, desiring a pony isn’t all that unusual. We aren’t beasts, so it’s not bestiality as some have claimed.” Her time watching the news on the television along with perusing many news websites to keep abreast of what’s going on in the world is paying off for her here. She continues. “As to paying to meet one of us, that’s not all that unusual. I’m kept quite busy in my profession because humans are curious about ponies, and want to see if we like sex as much as they do.”

She reached forward and with the tip of her tongue, touched the human’s nose very gently. “And many are quite surprised that ponies have the same curiosity about humans and sex as the humans do. Perhaps you might come across a mare with a stallion that is looking to add to her herd, or a lonely stallion who hasn’t found a special somepony. Remember, there aren’t even a million ponies on your world on a permanent basis. Most work for the weather bureau, though with what’s going on in DC and in New York at the UN building, that job might expand quite a bit. Despite how some humans feel, most of your kind are welcoming to your world. And both sides are benefitting from our trade arrangements. You just need to be patient.”

The human woman reached a hand up, cupping the changeling’s cheek. “Okay, but I want to start with something.” Her other hand reaches out and caresses the changelings belly, reaching slowly back. In response, the changeling groans softly, allowing their penis to start to extend. She smiles at the delightful feelings the humans hand elicits as she finally firmly grasps the changeling’s stallionhood. She allowed a guttural growl before smiling. “Quick, and to the point, aren’t you?”

The woman gives a throaty laugh. “I was hoping to start on the bed, but right here is as good as any place. She ducks down, using her hand to guide the stiffening member closer to her face. The changeling closes her eyes, enjoying the feeling of being touched back there, the human knew how to treat the male anatomy well, no matter the species. One hand caressed the balls gently as she contemplated the cock as it fully hardened. “Wow.” Her hot breath washed over the now very sensitive member. Hope had forgotten the perks of assuming a male form, not the least of which was how quick, easy, and intense the pleasure came. Forget fiddling with a delicate control panel, just apply a wet warm enclosed surface and that was enough. It never felt quite right to her, though, being she was natively female and never ever quite got used to male sensations.

“Big enough for you?” The changeling hid her own anxiety, she knew on average how big the ponies were, but they were just as varied as the humans were. She had settled on smaller than average so as to not hurt the human. There had been confirmed reports of mismatched anatomy colliding with overly enthusiastic partners. The changeling cringed, remembering how long it had taken to get it right to wield an organ meant for a receptacle three times larger.

“Oh, definitely.”

The changeling smiled. “Then let us move to the bed.” She reached down all fours and extended her wings, with a strong heave, she picked up the human and deposited her gently on the bed before rolling onto her back. She stroked her member with her fetlocks while looking at the human. “You were starting something, and I do like to watch.”

“Are you a marathon boy or a laps boy?”

“As many laps as you want.”

The human licked her lips before reaching out her hand hesitantly. She gently grasped the changelings member, who allowed a guttural groan of appreciation. She encouraged the human with a smile. She watched as the woman’s tongue darted out and ran it along the flat face. She ran her fetlock along the woman’s back as she leaned closer, again her hot breath causing tingles all along the surface. The human opened her mouth widely, slowly bringing the head into her mouth. The changeling groaned as the woman brought the flair into her mouth and with that large mouthful started to suck strongly.

“Oh, baby, right there.” She said breathlessly. The human’s tongue working on the sensitive underside of the shaft. Her hands were working up and down the shaft as she continued to suck strongly. She let her body react, though she had to admit, the woman knew how to give a good blowjob. She groaned and her breathing sped up, she was going to pop soon at this rate.

Minutes passed as the human was giving the changeling a top tier blowjob, enjoying the feelings and feeding greedily on the love emanating from the human. Finally, she was ready. “Oh, keep that up and I’m gonna…” She twitched her cock.

The human’s response was fantastic, she doubled down on the blowjob, running her hands along the shaft as she sucked strongly. The changeling bucked her hips as she released. The woman swallowed as spurt after spurt of white semen hit the back of her throat. The changeling’s body convulsed as the orgasm finally abated and she collapsed onto the bed.

The human kept sucking as the changeling’s penis slowly withdrew. She finally released the penis and turned to the changeling with a smile. “That was…intense.” She murmured as she moved up to hold the changeling.

“Oh yeah.” The changeling panted.

For a long moment she held the changeling as they both rested. Before too long, the woman rubbed her hand along the changeling’s chest, eliciting a purr. “How long until you are ready again?”
In truth, she had far more control of this pony body than any pony. She could make a new erection in moments with a thought. But instead, she huffed a bit. “You want to go again already? You just tried to suck my soul out of my cock!”

That got a throaty laugh. “I know I’m pretty good with that, but I want you to fill me up, in more ways than one.”

She caused her cock to twitch under the gentle touch of the human, whose eyes widened. “Looks like someone is awake again.” She stroked gently as the member slowly expanded.

She enjoyed the soft touch of the human and stretched her neck back. “Oh, looks like it.”

The human teased her cock gently as it expanded, soft licks and touches all along the length getting growls and moans of pleasure as it expanded back to its full length. She reached her head forward, bringing the tip into her mouth and running her tongue around the face before pulling back and looking at the changeling. “So, do I need to be on my knees?”

“Oh, we are almost as flexible as you are. Some positions are harder than others. Just know I can’t make it bend downwards without breaking, so we’re going to need some real angles for cowgirl.”

She looked thoughtful for a long moment before shifting and getting onto all fours, waving her rear seductively. “Nah, I like it. We call it doggy style.”

The changeling knew that pretty well. But she said. “Ahh, good to know.” She flipped onto all fours, looking down to ensure her cock was ready to go. She leaned forward, her nostrils flaring slightly. The human was clean, probably washed up just before she had arrived, the human’s plot didn’t wink the way pony plots did, but the clean smells of arousal were plain to her nose. She smiled a bit before rearing up and grabbing a hold with her forehooves. A little bit of adjusting had the flat face of her cock teasing the woman’s entrance. She reached back a hoof to adjust slightly. “Are you ready?”

The woman braced a bit. “Please, be gentle. It’s been a while.”

“Oh, I will.” She said before parting the woman’s lips, slipping the tip in. She knew enough anatomy, a typical pony cock would be too long. She couldn’t push all the way in, but she’d give the woman a great rutting. She clenched her hips and slid slowly in further. Listening intently to the gasps and moans as she finally pushed further inside. She was about half way inside when the woman’s breathing changed a bit. She backed off slightly. “Good?”

“Oh yeah. Oh my God. Oh yeah.” The human panted.

With a grin, the changeling started to thrust, gently at first, but slowly increasing the tempo. It wasn’t long until the woman was writhing in pleasure as she was pushed over the edge. The changeling smiled and kept up the pace, enjoying the exertion and the feel of the human clamping down on her as she kept pounding the woman. Almost immediately a second orgasm took hold. And then a third. All the while, the changeling kept going, feeding on the lust from the human as she grunted and gasped as the pleasure wracked her entire body.

“Oh my, oh God, I can’t.” The woman moaned, getting the changeling to speed up a bit.

“I’m close.” The changeling growled.

“Oh, please, Dear God, Please.”

That was her cue. She thrust a few more times before pushing deep once again, the flat face of her cock pressed solidly against the woman’s cervix, the flair expanding to give a good seal against the woman's cervix as she released. Her body convulsing as her balls drained their load into the human, who screamed out in pleasure. Spurt after spurt of hot cum flooding her insides, as the changeling held there, enjoying the feeling of release as the woman quivered.

It was in these moments the changeling thought she could get addicted to this. In those moments of peaking bliss, she understood the male obsession.

After time immemorial, both orgasms ended, the changeling collapsed on the woman’s back, hugging her tightly with her forelegs. Her cock slowly shrinking as she panted heavily. In a matter of minutes it had withdrawn enough that a gently pull had it pulling out, having cum drip from the woman’s pussy. She shifted a bit and fell onto her side, watching the human pant and moan. Only a few moments later the woman collapsed to her side, allowing the changeling to gather her up and make her the little spoon, even though the changeling was actually smaller than her. She held the woman tightly, folding a wing over the woman gently and hugging her tightly. “Wow,” she panted into the human’s ear.

“You can say that again.” The woman said breathlessly.

The changeling leaned forward, using her teeth gently and biting the human’s earlobe. “Wow.”

That elicited a laugh. “You said it.”

For a long time, they lay there in the afterglow. The changeling enjoying the feast of emotions from the human before she finally stood up, shaking her body gently. “I can see myself out.”

“Wait.” The human said, looking back and reaching out a hand. “Can’t you stay? For a little while longer?”

The changeling chewed her lip thoughtfully, thinking. The woman reached into her purse on the night stand and pulled out an envelope. “I can pay more. If you are worried about that.”

The changeling accepted the envelope, not checking the amount, though the thickness of the envelope said there was probably double or triple her initial fee in it, getting her eyebrows to rise. “Well, of course I can. But why?”

The woman looked down. “That was amazing sex, but right now, all I want is to be held, it’s been too long.”

Humans as a rule were lonely.

The changeling looked at the envelope, finally setting it down on the night stand on her side and nodding. She again gathered the human back as the little spoon. She knew she couldn’t actually sleep like this. But she had turned off her phone for the night, and a pleasant evening soaking up the woman’s emotions would be quite nice. In moments, the human was asleep.

She nuzzled the human gently as she settled in. “Sleep well.” She murmured as she allowed her brain to get fuzzy. She wouldn’t actually sleep, but she could simulate it pretty well.

She’d make sure to stir her a few more times, too.

***

The changeling trotted from the hotel room, a happy smile on her face as she made it to the elevator. Some real sleep was definitely on the menu for her. She had conveniently forgotten the envelope of extra cash on the bedside table that morning. Only to have the human insist on her taking the money as she left. Saying that was the best she’d slept in ages, of course, after another romp on waking, she had accepted the extra money reluctantly, knowing that small gestures like that mean definite repeat business. The changeling needed a shower, her own hotel was not too far away, and being a Pegasus, she could simply fly to her hotel. She exited the building and spread her wings, leaping into the air. She navigated the Chicago skyline, not the best in the air, she never got enough practice, but well enough to get back to her hotel.

Loud mews greeted her as she entered the hotel room. “Okay, Baggy boy, you need food, I know. Momma was working.” She said to the cat as he hopped onto her back. She reached up a wing and scratched next to his ear. Flames enveloped her, changing her form back to her natural shape. The magic not even phasing the cat as he continued his protestation that the lack of food was unacceptable. She trotted happily over to her suitcase. She’d have to stock up on food in the near future, but she had packed enough for now. She popped open the can and used her magic to pull his bowl from where she had placed it when she set up her room. In moments the cat was eating as the changeling pulled the cash from her day bag and rifled through it, twenty grand, not bad for that night, in addition to the ten thousand dollars she had gotten from other clients. She knew she was expensive, it kept her clientele on the upscale side. So, thirty thousand in a day, she could definitely enjoy her stay here in the Windy City. She pulled out her phone, holding the power button to let the device boot. Within thirty seconds the screen was ready for her to enter her passcode. She hummed as she entered it and let the device complete its startup. After a few moments she placed the phone on the counter and walked over to the bed. She used her magic to pull the covers up as her eyes drooped. She was just falling asleep when the bed moved slightly as Bagheera jumped onto the bed, she reached out and grabbed her cat, letting him curl up in her grasp as she finally fell asleep.

The changeling popped her head up, momentarily confused, then she noticed the noise that had woken her. She lit her horn and floated her phone to her. The time display got a small grimace, four hours of sleep wasn’t enough. A quick magical swipe and she put the phone to her ear. “This is your fantasy.” She said into her phone.

“Yeah. Um. I was hoping to have a pony mare visit me.”

She smiled at the voice. “Of course, you’ve seen the fee schedule on the website?”

“Yeah. Uh, that’s good. How soon?”

“Where would I need to go?”

He named a hotel and room number, she smiled. “I can be there in about an hour.”

“Looking forward to it.”

“Me too.” She closed down the connection and extricated herself from the sleeping cat. She reached out and rubbed Bagheera gently. “Must go, duty calls.” She had plenty of money with all her work for the last few years, and her love reserves were in fine shape. But she felt this…need.

Humans weren’t the only lonely ones in the world.

She had to push herself, though she didn’t know exactly why she was pushing herself so hard. She shook her head as she stood up away from the bed. Once again, magical flames enveloped her body and she was a human female in a beautiful sundress. She looked at herself in the mirror and smiled before grabbing her purse. More money is always a good thing. She thought to herself as she pulled up Uber on her phone. She entered in the name of the hotel and tapped to get a ride. The app thought for a few seconds then her driver popped up. Good, ten minutes.

She exited the Uber, looking up at the hotel. She stopped for a moment, this wasn’t the usual establishment that she would meet clients. The hotel wasn’t run down, but it wasn’t exactly upscale. She walked into the lobby, nodding at the worker at the desk. She was always looking to stay away from legal entanglements. She had looked in the parking lot on arriving, nothing that really made her feel nervous about any potential stings. She shrugged and walked up the stairs to the second floor and walked down the corridor. She tapped on the door, and it opened almost instantly. He must be pent up, she thought as she entered the room. He looked confused, seeing an apparent human, but he closed the door as she turned to him.

“I asked for a pony.” He said, nervousness plain on his voice.

“And I shall deliver. But first, we must handle the unpleasantness.”

“Oh, so you’re the pimp...” He said, blinking. “Shit, it’s a setup. Give me your money!"

Her eyebrows raised. “Excuse me?”

He reached into his pocket and pulled out a knife before pointing it at her. “I said, I want all of your money, right the fuck now.”

She looked at the knife pointed at her, then into his eyes. “You don’t want to do this.”

The knife was shaking, he was nervous. She caught a familiar scent like burnt plastic with notes of hot glass. It was one of these degenerates. Too pathetic to go through with what they wanted, so they’d take something for courage, and then they’d think they’d help themselves to more than just an orgasm. “Listen bitch, I wanted a pony, but I’ll take you. Give me all your money, and strip.”

She looked at him for a long moment. No, he wasn’t going to lose his nerve, apparently his intention was to steal from her, then rape her, then probably kill her.

She sighed softly as she lifted her purse. Staring into his eyes, she reached into her purse. His eyes dropped to her hands, licking his lips greedily. Rustling around in her purse, she pulled out a leather glasses case, with a sigh she held it out to him as if offering it, “Could you hold this? I thought it was my wallet.”

As he started to reach for it, she gave the glasses case a squeeze as if crushing it. Two bangs filled the room as smoke slowly rose from the end of the case, the Spanish made Pressin pistol, a collector’s item, had done its job. Its twin .32 rounds slamming into the shocked mans chest, mushrooming as one passed through a lung, the second nicking a rib and the sternum fragmenting a bit before shredding his heart.

Sighing, she shook her head as he slowly slumped to the floor, a look of shock and fear on his face. “Fuck damnit, dumbshit. Such a pain the ass.” She growled as she rifled through his pockets, grabbing his wallet, envelope, and phone. She went to the sink and ran the phone under water until it sizzled, then she snapped it in half, washing chunks of the circuit boards down the toilet. Blur the trail, give herself more time to escape, and maybe get the pay she was promised.

“Hey, what was that?” A voice outside the room said.

The changeling cursed softly. Any accomplices the mutt would have had would have taken off at the sound of the gunshots. These had to be guests, and they had to have heard. Damn it all. She dropped her gun next to the body and walked to the door. She had very limited use of magic in human form, so she transformed to her natural state, lighting her horn. There were three humans out there. She hissed softly.

In moments there was a knock on the door. “Open up! Management! We will call the police!”

Chapter 4.

The changeling blinked at the door to the hotel room. It wouldn’t be very long until they opened the door. She didn’t have enough of a read to be able to teleport away. She hadn’t practiced very much with that magic anyway. She looked at the now lifeless body on the floor. “Fuck damnit.”

“Hey, management, we are coming in,” the voice outside called.

She chirped in fear before leaping. She was clutching her purse to herself as fire flowed over her form while she flew through the air, landing on the bed as a perfect copy of her cat. She loafed on the bed.

She popped her head up as the door fully opened as a large man stepped through the door. He looked around then his eyes focused on the body on the floor. “Oh my God.” He murmured, stepping into the room fully. “Call 911, tell them there’s a body here.” He stepped towards the body, careful not to touch it. After a few moments of looking at the body, he stood up, looking around. He stepped over to the bathroom, quickly peering in.

“Hey, what’s going on?” A voice came from the door.

The guy flinched. “Don’t come in here, this is a crime scene now. Cops coming?” He hadn’t noticed the large cat curled up on the bed. Good.

“Yeah. If it’s a crime scene, you are going to have to get out of there, Dustin”

“I know, I know.” He glanced around the room, still not seeing the changeling before leaving the room and shutting the door.

The changeling sat there, fretting. She needed just a moment, she could slip out, disguised, then change her disguise once she got far enough away. But she needed that door clear for only a few seconds. She watched as the door was closed. She waited impatiently as the manager, Dustin, apparently, took up position in front of the door.

It was only a matter of minutes before the door opened again, admitting another human, this one wearing a blue shirt with a golden badge on his chest. He glanced in before talking into his microphone. The changeling thought about bolting, but she decided to bide her time and wait for the right moment to make her escape.

It wasn’t very long before more humans showed up, starting with a group wearing white shirts and carrying medical equipment. They stayed at the threshold for a long moment, assessing the situation before moving to the body. The idiot was rolled onto his back and they checked. One of them sighed softly, “Yeah, he’s dead.”

“Okay, this is a crime scene, we’ll call the coroner once detectives get here,” the first guy said. It wasn’t long before that group of humans left.

As they were waiting, the human looked around, trying to figure out what had happened, when he spied the cat. “Hey, buddy.” he said soothingly as he approached, “you don’t belong here.”

The changeling leaned back as he came close, hissing.

“It’s okay, let’s see what we can do with you. OUCH!” He pulled his hand back from her full clawed swipe. “You aren’t very friendly, are you?”

The changeling growled in response, ending with another hiss.

The human chuckled, “You must belong to this guy here. Maybe you can tell me what happened?” He tilted his head a bit as he watched her, when she growled and hissed again he shook his head. “But you aren’t very talkative, are you?” She growled low in response. All she needed was an opening. He withdrew. “I’ll let the detectives interview you. You are probably the only witness, but you can’t testify.”

Minutes passed, with her keeping her eye on the human as he stayed at the door. Growling and offering the occasional hiss whenever he looked too friendly. Just her luck, he was a cat person, apparently.

Finally he looked behind him and her heart dropped. More humans. Two more entered the room. These were wearing dress shirts and slacks, though they still had guns and their badges were clipped to their belts. They looked around the room with a practiced gaze. One of them saw the changeling. “Anyone know about the cat?”

The first officer responded. “Nah, was here when we entered the room. Might be our only witness.” He chuckled.

“For all we know, the cat is the suspect. Call animal control.”

That got an internal smile. The changeling would be able to escape from wherever they took her. But most of all, she’d be away from the hotel room. She waited patiently as the detectives started to look around the room, looking for clues.

The smaller of the two detectives pulled on some gloves and was checking the body. “No wallet, no phone. Robbery might be a motive. You smell that?”

The taller one came close, blinking. “Oh, a junkie. Deal gone bad maybe?”

The smaller one leaned down. “Looks likely. We are going to have to get pictures of everything.” He glanced at the changeling. “Including that cat. But we aren’t going to find much. Find a weapon?”

The taller one stood up from picking up her little holdout. “This is kinda weird.” He opened up what looked like the glasses case, withdrawing the gun. “Wow, this belongs in a museum.” He looked at it for a long moment, then looked at the body. “There are our entry wounds, close together. No exit wounds.”

“Bag it. I don’t see anything else.” He looked around. “How did the killer get out? There’s no other entrance, the bathroom doesn’t have a window, and they can’t be hiding in here. The witnesses heard the shots, and nobody exited.” He looked down at the body. “Could this be a suicide?”

They both got closer to the body, looking at the wounds. “No powder burns.” The taller one said softly. “So greater than three feet or so. Someone else had to have shot them.” He shook his head. “I’m pretty sure this is a murder. But…how?” He looked at the changeling for a long moment.

“Forensics is here.” A voice from outside calls. “And so is animal control.”

“Let’s get the cat.” The shorter one stood up, walking to the bed. “Come on, buddy.”

The changeling let herself be picked up. “Oof, you are a heavy one, aren’t ya.” He said, stroking her head. She just flattened her ears.

The first officer gaped. “That cat tried to take my hand off when I tried to pick em up.”

The detective chuckled. “I guess you just don’t have the touch.” He carried the changeling out of the room, and shortly she was deposited into a carrier much how she typically traveled with Bagheera. As the cage door shut she sat and waited as the carrier was carried out to a vehicle, where she was placed in the back. As the door shut, she waited as the human moved away from the vehicle. She adjusted her position a bit before violet fire flashed over her paw, turning it human but a bit smaller. It was trivial for her human hand to open the carrier, allowing her to crawl out. She grinned before transforming into a dog. She pushed the door open and sprinted onto the asphalt, tearing down the parking lot with human shouts following her.

She skidded through a turn onto the sidewalk before making it to the intersection. She kept her speed up before she found an alley, she dashed into the alley and ran down it for a good distance. After she finally slowed and stopped, she looked behind her. Nobody was following her. She grinned before flames enfolded her, leaving her as a human once again, clutching her purse. She nodded to herself. She got away cleanly. No more low class hotels for this changeling, no ma’am. She nodded to herself as she started walking. Pulling up the Uber app and entering in her hotel information. She needed to lie down. Staying in such a small form meant continuously using her magic, her love reserves were lower than she’d like. Loving on Bagheera would help, but she needed a good client. She glanced at her phone. Nothing at the moment. She sighed. Well, more would show up soon enough.

***

It wasn’t too long until the changeling made it to her hotel. Nobody looking at her would have imagined she’d just killed someone and escaped the police. As she made it to her room, she waved the card in front of the lock and opened the door. She looked at what she was holding, a dead man’s knife and his wallet. She relaxed to her natural state before lighting her horn. She poured magic into the knife, watching as it started to glow, once it was the right temperature, she grunted as she squashed the metal into a small ingot before reversing the flow of heat, the metal flexed and hissed as the heat was drawn out of it, cooling it almost instantly. She tossed the metal in the trash before devoting her attention to the wallet. What a sad thing, most of her clientele had wallets thick with debit and credit cards, along with professional certifications and other random things that men usually accumulate in their wallets. This one, however, was nearly empty. She pulled out two hundred dollars in various denominations.

She glanced at the drivers license, she didn’t need to inspect the photograph of the mutt, she had a good enough look at his face already. Though she remembered the name for potential future use. A flash of fire had the license nothing more than a bad smell in the room that her magic would wipe away shortly before she looked at his debit card. At least he had some sort of banking, though the card logo was of one of those online only banks. Yeah, he was in rough shape before his fatal error, nothing wasted.

She could feel something, though, at her legs. She looked down at Bagheera as he rubbed against her legs with a questioning meww. She lit her horn to feed the hungry cat, quickly a can of food was popped open and deposited in his bowl. As he settled down to his meal, she was over at her luggage, she’d only been in Chicago a short time. But with this close call, leaving sounded like a good idea to her. She liked warmer temperatures. She pulled her laptop out and set it on the bed before stretching out and lighting her horn to operate the laptop computer. For a long time she was looking at the map on the screen, trying to decide which city would be better. She could head back to the DC area, Celestia was gone, though the portal was in more use now, with the beginning of a world-wide weather bureau. The news had something about more migration between the two worlds, nearly ten million humans were in Equestria and nearly half that number of ponies would be on this Earth in the near future. She found herself fascinated with how well the two species were getting to know each other. Though that friendliness was good for her, more humans interacting with ponies on a regular basis meant that more would be interested in banging a pony. More money for her. And better yet, more food for her. And more cover. She committed to memorize one new disguise every night.

She blinked as Bagheera hopped up on the bed. “Well, good evening, Cuteness McPurr.” She reached out a hoof and scratched behind his ear, getting his ears to half close. Her breathing was more even as she reviewed the events in her mind. No, they’d never be able to identify her from the gun. That was a private sale a few years before, which she had picked it up along with a couple other weapons from an old man who was getting rid of his extensive collection and thought that the pretty woman who showed up interested in buying reminded him of his deceased granddaughter. Which would be correct, since she had found a picture on researching him when he advertised and finding the picture of the woman with the news article of her death. Drunk driving killed enough damned humans.

The ringing of her phone captured her attention, she pulled the device closer, nearly drooling in anticipation, her reserves were much lower than she’d like. Between magically holding items when she changed forms, and changing to a form much smaller than her natural form, she wasn’t running on empty, but her next client would be pretty drained if she wasn’t careful. She answered the call. “This is your fantasy,” she breathed into the phone.

“Hi there, I was referred by a friend. I’d like to book an appointment.”

Her eyes widened, she always loved getting referrals, maybe staying around Chicago might be a good idea, if one of her first clients were talking about how much fun they had. She nodded. “Of course, I’d be happy to please. Did you read my fees on my website?”

“No, my friend didn’t mention the website, but he told me you were expensive, but very worth it.”

“Indeed I am.” She named off the costs.

“Wow, he wasn’t kidding. But sure.”

“Where do I need to go?”

“Oh, I’d prefer to visit you.”

“That’s fine.” She named the hotel and room number. It was just down the hall from the room she was staying in.

“We’ll be there in about an hour.”

She smiled. “Oh, I’ll be happy to have you visit.” She closed down the connection. We…she thought. Well, it wouldn’t be the first time she was booked with multiple men. Those were fun, plenty of love to go around and lots of fun sweaty exercise for all involved. She reached out with her magic and opened another can of food. Her magic made quick work of his litter box and she tied up the trash bag with his droppings before she changed back into her usual human female form to carry the bag as she gave Bagheera one last scratch and walked out of the bedroom into the living room of her suite. She looked in the mirror, admiring the nude form standing there. She smiled and flames washed over her, leaving her wearing a teeny frilled skirt along with a schoolgirl shirt that barely covered her breasts. The skirt was short enough that moving showed off what was usually covered by panties, and if she lifted her arms enough, her breasts would fall out. She smirked into the mirror before grabbing the key for her other room. She took the elevator down to the lobby and walked through it, enjoying the looks and stares of the men as she exited the hotel and walked around the side of the building to toss the bag.

She walked confidently back inside, swaying her hips and feeding greedily on the lustful looks she got heading back to the elevator. As she entered her other hotel suite, she reverted back to her natural shape as she lit her horn and the dozen or so candles around the bedroom before moving into the living room and sitting next to the couch, flipping on the television so she could wait comfortably.

The rest of the hour passed quickly when there was a soft knock on the door. The changeling changed back to the human form, the same outfit as before as she walked to the door. A quick glance outside showed two male humans, which got a soft sigh of relief. She smiled before opening the door. “My pleasure, gentlemen.” She stepped back and bid their entrance. The older man was in his mid forties, his hair was dark, and he was dressed in business attire, collar was buttoned with his tie perfectly knotted. Behind him was a younger man, not much more than a boy. They shared the same dark hair, both with bright blue eyes. The younger looked very nervous, and the older had an easy and confident smile, flashing white, perfect teeth.

She addressed the older. “Well, since there are two of you…” She stopped as he held up a hand.

“Oh, I shall not be partaking of your services.” He looked her up and down. “At least not today.” He turned and looked at the younger one. “My son, he’s eighteen, and hasn’t been able to score yet.”

“You know, Dad…”

He shushed his son before looking back at the changeling. “As I said, he hasn’t been with a woman yet. Before I send him out into the world, I need you to make him a man. Not really any girlfriends. I asked him if he were gay. If that were the case, I’d find a different escort for him. But my friend said you could provide him with whatever his heart’s desire is?”

She smiled brightly. “I’d be happy to.” She looked at the son then at the father before tilting her head. “You think just an hour will be enough?”

“Daaaaad…” He subsided at the stern look from his father, who reached into his jacket pocket and pulled out an envelope.

“This should be enough for two hours of your time, miss.” She could feel how thick the envelope was, her smile magnified on taking the money. He turned back to his son. “Okay, my boy. Once she rocks your world, you can either give me a call, I’m going to get some food. Or just uber home if you want. Just text me.” He patted his son’s shoulder before opening the door and exiting, leaving the two of them in the room.

The changeling reached forward, putting her arms around his neck and giving him a peck on the cheek. “So, you haven’t had sex before?” She crooned into his ear. She could already feel the beginnings of lust from the younger human.

“N…n…n…nnnoooo.” His face was turning bright red. The changeling found that to be endearing.

She reached up and nipped his earlobe with her teeth. “Well, once I’m done with you, you’ll know exactly what to do.” Virgins were nothing new to Hope. They required a special touch, for as much as they did want to, running at them pussy first yelling let’s fuck would make them run in terror.

She twirled around to sit on the bed and patted the space beside her. He sat beside her and she held his hand. Start out the introduction seduction with some light touch, just establish touching a female as something he needn’t fear. “So, what’s your name, cutie?”

“Tyler,” said the boy.

“Tyler’s a cute name. As for me, call me your fantasy, although I also answer to Fuck Yes, Harder, Mommy, and HYeheeeruheuhraaargh!” Hope made her best impression of a male orgasmic grunt, making Tyler laugh. “And how old are you?”

“I’m eighteen.”

“So just eighteen, really. I should card… Anyway, I’m twenty. What do you do?” As she said this, she turned more towards Tyler and put a hand on his knee firmly. She kissed him on the cheek.

“I go to school.”

She sighed. “Oh. Right.”

“What do you do, Ma’am?”

“Guys. Girls. Ponies. I’m a whore,” said Hope dryly, her irritation at Tyler’s continued caginess seeping out.

Tyler hesitated. “Do you get a lot of guys like me?”

“You mean first timers?”

“Virgins.”

She reclined backwards and stretched out. She felt his eyes grow to take in the view. “Plenty.”

“Do you find them annoying?” He was blushing, his eye glued to her chest. With a deep breath, she popped her tits out from under her shirt, the female flesh splaying invitingly under the pull of gravity.

Hope giggled, “Not at all, Tyler, virgins are one of the best parts of the job. Experienced sexers are all the same -- flirt, oral, fuck, cum, go. Virgins all require special attention and a unique approach. And you get to make a special memory for someone. And it’s really cute when you can tell it really is a guy’s first time he loses control inside you – it’s just adorable how he clings while calling your name.”

“I see.”

“Are you a little overdressed to be talking about this?” Hope teased. Tyler removed his shirt. While his vision was obscured, she magically pulled him back towards her to lie by her side. She reached out her hand and grabbed his, placing it on it on a bare breast. “Come on, touch me.” His eyes widened as he touched an erect nipple, he almost pulled back at the unfamiliar touch, but his face heated more and he cupped her breast.

“Is this really okay?”

“Of course it is, I’m a girl and you’re a boy, this is what boys and girls do together.”

She counted in her head before taking off her hand. Reaching down she lifted up the rear of her skirt, showing off her pert rear end.

“Because you want me, or because of what you do?”

“You are in luck, young man. I don’t think your father even knows the truth about me.”

“You have sex with men for money, I’m pretty sure he knows.”

That got a throaty laugh from the changeling. “Oh, sweetie, I’m so much more than that.” She leaned forward, kissing him gently on the cheek. “I can be anything you want.”

Hope stood up before him. Violet flames washed over her form, leaving her taller, with much darker skin and enormous breasts. She smiled at the look on his face. Another flash of flame and she was not even five feet tall, skinny as a rail with pale skin covered in freckles and bright green eyes to go along with the red hair, at her crotch was a thin coating of red hair. “See, the carpet can match the drapes.” Violet flames again washed over her, and she was a unicorn mare, bright white with an indigo mane and three purple diamonds on her flank. She flicked her tail to the side and winked at him. Then again she changed forms, to a yellow Pegasus with a pink mane and tail. Turning back to him, she became a purple alicorn. She stepped forward and reared up, placing her hooves on his shoulders and reached forward for a kiss. His lips remained closed, but she could feel lust working up within him. “So, what’s your preference?”

She lit her horn, she couldn’t glean much information without physical contact, but she could catch images from his mind with this spell. Though it was whirling, too fast for her to make anything definitive out. She tilted her head to the side. “Is there something wrong?” Fire washed over her form, leaving her in her original shape.

He shook his head. “N…n…n…no. Well, not really.” He shook his head again. He looked down. “I want sex, I mean, I like sex.” He looked back up at her. “But…I want it to…mean something?”

She tilted her head. “Mean something? It means as little or as much as you want it to.”

“What does it mean to you?”

“It’s a physical act, recreation, a lot of fun.”

Tyler gulped, “No, I meant for me.”

Hope laughed, “You get some happy exercise, you have a few really good orgasms, and you learn how to have sex.” She took a step forward. “You wouldn’t be the first young man that I’ve initiated into the world of great sex.” She ran a finger along his cheek. His emotions were a swirl, she could feed on him, a little. He did have sexual thoughts and feelings. She flashed the flames along her body and she was nude before him. “You know, if you aren’t interested in trying the pony side of life. I can certainly assist anyway.” She leaned close, she knew he could smell her breath, which she kept nice and sweet. She nuzzled his cheek with her nose as she ran her hand down along his jeans. “Your body wants to. Your father paid me, I am yours for the next couple of hours.” She rubbed a bit more forcefully on his bulge in his jeans. “Just let me…” She reached out both hands and grabbed his jeans, pulling on the belt to undo it.

He stepped back. “Please, no.”

She stomped a foot, suddenly frustrated. “I know you want to, I can feel the desire screaming within. In the back of your mind, you want to pick me up and throw me onto that couch and fuck my brains out until I scream.” She let her frustration evaporate. “But here’s the thing. I want you to.”

He blinked. “No, you don’t. You want to get paid, you want to do what you were paid money for. I don’t know. I mean, I like the idea of sex. And you are beautiful like this, and those other shapes you took, were drop dead gorgeous. But…”

She furrowed her brow. “But…what?”

“I don’t know if it’s real. I want my first time to be real, to touch more than my dick. I want to feel a connection.”

“Since you’re a virgin and I’m different, we can certainly make do without the condom. I’ll even let you cum inside me. Doesn’t get more connected that that, sweetie.” She flashes a brilliant smile at him. Though for some reason, he leaned back a bit as though fearful.

“No, you can’t. You were paid, this, right here.” He waved his hands, indicating both of them. “This is the very definition of not real. You were paid to get me off.” He looked at her and sighed. “You are fucking insanely sexy. But I…can’t.”

She stepped back, folding her arms over her breasts. “So, you have a girlfriend, one your dad doesn’t know about? Or approve of?”

He looked down. “No.”

“Boyfriend?” Again flames washed over her, leaving a human male standing there, dusky blonde hair with brown eyes and muscular body, and a large cock hanging there at half-mast. She tilted her head a bit. “I mean, I can accommodate, if you truly prefer guys.”

“No, no, no, I’m not into guys.”

Flames again, leaving her back in her female form. She hadn’t fed enough, all this transformation was starting to wear on her. “Sweetie, I know you are horny, I can feel it from here. You like looking at the female body, whether they be pony or human.” She leaned closer, trying not to let her hunger take over in her head. “But what is the harm, getting your dick wet with a beautiful woman.” She couldn’t use much magic in a human shape, But she gathered it within her hands as she reached out and grabbed his belt, with a pull and a surge of magic, his clothes were on the floor. She reached forward and grabbed him. He was fully erect, she felt some gratification that she had affected him enough for his little soldier to stand at attention, she plopped to her knees. “Just enjoy while I make sure you visit heaven.” She brought him close and opened her mouth to bring him in.

Only to have his hand gently grab the sides of her head and push her away. She looked up at him, shocked. This was not the only time she’s gotten resistance with a client. But without fail, she got them naked and their dick in her hands, they were putty for her to mold, and plenty of love for her to feast on. He looked down at her. “No, I’m sorry. I’m not feeling it. I’m sorry.”

She looked down, his penis was shrinking slowly in her grasp. He truly felt that he needed some emotional connection to enjoy sex. Something that baffled the changeling.

“Please, stand up.”

She felt as though she wanted to cry. The emotions roiling through her own head were confusing her. She’d never failed. Not with this, she was the best in the business. She could get any man, or any woman, off. To be shut down like this…surprised her. Tears sprang up in her eyes. “Am I not good enough?” Her voice was small.

In response he grabbed her by the shoulders and drew her to her feet before hugging her. She did enjoy the skin to skin contact, she fed a bit, he did like her. Though the why of that was baffling to her. She slowly melted into his hug. He wasn’t groping her. She brushed his penis. Nothing.

“Why am I not good enough for you?” She moaned.

She couldn’t see his frown, but she felt his emotions. She felt strength returning to her body slowly. He squeezed tighter. “You aren’t just some sad woman who does this to survive. You really like what you do.”

“Of course, I do this to survive.” She stopped for a long moment. She wasn’t going to tell him that it was her source of food. Without feeding on the emotions, she would weaken, she would die. She didn’t want to die. “I need to. But…I truly enjoy what I do, far more than most people like their jobs. I’m great at it, and it’s kinda an insult to me as a professional I can’t get a teen guy to pounce me.” The changeling tried and failed to stop herself from laughing as she let out the sentence, Tyler laughing along with her.

But why was she pushing herself so hard. She had plenty of money, she didn’t need half the clients she took on, though by feeding less from each client and having more of them, she always kept her reserves high. Even now, with her reserves somewhat depleted from the mess that was that day, she could survive for weeks without a client, without an infusion of love. Why was she pushing so hard? She opened her mouth to speak. But nothing came out.

He pulled back, tilting his head and smiling at her. “Okay, you need money to survive. Do you have a pimp? My dad is a lawyer, he makes a lot of money. We can get you away from him.”

She shook her head. “Don’t need one, don’t have one. I’m fully independent, and with that comes a lot of overhead. Advertising – getting my name out. Communications – So many messages per day. Transport – Touring city to city. Food – I gotta eat every single meal out because I can’t cook because I live out of hotels. Accoutrements – I need lingerie, I need dresses, I need fetish gear, I need outfits from the casual to the fancy. Lodging – Easily the biggest expense. I can’t host just out of anywhere, I have an image to maintain, need to be where customers are – it has to be fancy, there’s expectations when you charge as much as me -- and I need a space I don’t work out of for my own wellbeing.

He stepped back. “Well, mission accomplished, you told my dad five grand, he gave you ten. You’ve got money. You didn’t have to have me grunting between your legs to get it. You can go on to your next client, and they can fuck you senseless.” He reached out and brushed her hair over her ear. “But I want my first time to be special, with a woman whom I truly love.”

“So, some kind of Jesus freak?” She scoffed.

Apparently, he was more understanding that she realized. He smiled softly. "It has nothing to do with religion, it’s just... me...I want it to be special, to mean something. I don't want personal gratification with a stranger. Is it wrong to want to feel like you belong? like you are needed, like your partner needs you as much as you need them? Is it wrong to want to be able to hold them, look them in the eyes, and understand them? I don't know if this even makes sense... I just think love should be give and take, should be shared, in more then just a physical way, anyway.” He reached down and grabbed his underwear, pulling it on before he grabbed his pants. “Thank you, you are absolutely gorgeous. And I hope you find what you are looking for.” He looked at her intensely as he buckled his belt. “And it’s more than money, with as much as you charge, I’m pretty sure you have a pile of money squirreled away.”

He had no idea. She smirked as he reached through his shirt to pull it on. She blinked. “At least, can you kiss me? Like you really mean it?”

He paused, his hand on the door handle. Looking inward for a long moment before he let go of the handle and opened his arms, allowing her to flow into his grasp. She tilted her face up to him and his mouth came down on hers. She teased his mouth open and their tongues intertwined. She pulled him to her tightly, feeding on the real, raw emotion from him. She had him confused, and she knew he was attracted to her. She moaned softly, getting the kiss to lengthen as she fed on his emotions. Not as filling as the love and lust that she usually feasted on with her clients, but it worked. She was careful, though. He would walk out of here as tired as if he had had a marathon sex session. But hopefully he wouldn’t notice the real reason why. She kept pulling him closer to her as she fed before he finally pulled away. His knees were weak, stumbling a bit as he stepped back to the door, eliciting a giggle from her. She reached out a hand. “If you really decide you want to. Let me know. I will rock your world.”

His eyes were glazed a bit. He smiled looking at her as he opened the door. “I know you will, and maybe one day.”

As the door shut, she sat down on the floor. She hadn’t fed enough, but she’d pulled enough from the human to tide her over. Though she needed new clients, and fast. She reverted back to her natural form with a sigh, her horn lighting to lock the door. She floated her phone and unlocked it. A glance at the notifications showed two missed calls. She swiped to open the voicemail app, looking with hope, ahh, one left a message. She read through the message and smiled. Some hot, sweaty fun, yeah, she could do that. She tapped to call the number back.

***

The sun was but a memory when she got back to her hotel. She was back in the tiny skirt outfit as she walked into the lobby. This last client was probably passed out in his bed now, sating both his desires, and her body. She smiled with renewed vigor, you couldn’t win them all, and the new cash in her bag had a spring in her step as she pressed the elevator button. She hummed to herself as the elevator car arrived and she stepped inside. It was only a few moments to her floor and she stepped from the elevator and turned down the hallway. Though there seemed to be a commotion at her working room. Her eyes widened the same kid from earlier was standing at the door, knocking urgently. She couldn’t draw attention to herself from the management. She stepped closer. “What’s going on?” She asked softly.

He turned to look at her, instead of the quiet self confidence of only about three hours before, tears were streaming down his face, though on seeing her, he leapt for her, latching onto her with a huge hug. “Thank God you’re here.” He sobbed into her shoulder.

She reached up her hands and pushed him back a bit, thoroughly confused. “Tyler?”

He shook his head. “I was hoping you were still there. I didn’t know what to do. My dad…”

She furrowed her brow. “Your dad, what?”

“He asked me if you rocked my world. And….” He looked sheepish. “I couldn’t lie to him. So, I told him what happened.” He looked down. “And he kicked me out. He spent all that money for me, and I threw it in his face.”

Her eyes narrowed. “Well, I’m sorry to hear that…” She stumbled to a stop as he pulled a wad of cash from his pants.

“Please, I don’t know if I have enough, it’s a bit over two thousand dollars here. At least, can I fuck you just once? So my dad doesn’t feel as though he wasted his money on me?”

Chapter 5.

The changeling took a step back and tilted her head to the side. She looked at the mere human that stood before her, the wad of cash it offered still in its hand held out to her. This was easy right? This was not her problem. This had nothing to do with her. She had two choices, right? Feed off him or leave. She looked at the money, about to speak before looking into his eyes, tears on his cheeks, trembling. "I..." she started, then she stopped, unable to look into his eyes anymore, she lowered her head, "No." the word sounded alien to her as it slid from her tongue.

"Please, take the money, my dad won't accept me unless you make me a man." He said almost too soft to hear.

Slowly she reached out her hand, this was an easy choice for any changeling, wasn't it? Slowly, she pushed the hand with the money against his chest. "Oh sweetie." She started. "You are already a man. You don't need anyone to make or prove it." She gently hugged him, stroking the back of his hair. "Especially not me."

Reflexively he hugged her back whimpering softly at first before starting to cry.

“Shhh, there, there, sweetie.” She crooned softly as he trembled in her arms. For a long time, she held him as he sniffled and sobbed. Finally he pulled away.

“Thank you.” He croaked before again offering her the money.

“Why? Whatever for?”

“You earned it. I took up your time, just like any professional, your time costs money.”

She sighed as she pushed the hand with the crumpled up bills back down. “No, I’m off the clock, as it were.” She looked into his face. “That is your money, sweetie, your father paid me for much more time than you actually used.” She tilted her head. “What is your name?”

“Tyler.”

"Well Tyler, we did find out what kind of a man your father is. He cares more about money and prestige than family." Tilting her head to the side she thought for a moment. "Tell me, a person like that, do you really think that fucking me would have any effect on his opinion? Would that change his mind or views? Would giving up who you are to make him feel better really work?"

He scrubbed his sleeve over his eyes. “I don’t know.” He mumbled, "Maybe? I've got to do something."

"I doubt it, I think it’s about control. He wants to control your life, your choices. To decide for you what your morals, your essence.... should be." She took a deep breath, "Maybe you should go back to him and..."

“I can’t go back to him.” He said vehemently. “If he would kick me out for something like that, he has money flowing out of his ears. It wasn’t about the money.” He looked down. “I’m not a man in his eyes. I’m a child, and weak.”

She tskd. “That was not a child that stood up to my best effort at seduction.” She reached out a finger and lifted his chin. “Stand straight, stand tall. You are a man in all the right ways. You stood up for yourself, I could tell your body wanted to. And you were able to tell it no, that something was more important to you than momentary pleasure. And that is something that a lot of men are unable to do.” She smiled. “If they could, I wouldn’t be in business.”

He looked thoughtful for a long moment before stuffing the cash into his jeans. “I guess, I’ll go.” He shuffled off past her, walking slowly. He made it about five doors before she caught up with him.

She placed her hand on his elbow, drawing him to a stop. “Wait.” She murmured.

He turned back to her. “What? I’m just getting out of your hair.”

She shook her head, why was she feeling this way? She didn’t need this. But did she want this? “Don’t be so hasty.” She offered him a smile. “I’m done with my day. I wouldn’t mind company tonight?” She saw the look on his face. “No, not sex. Just…companionship.” The butterflies in her stomach were agitated.

He took a step back. “I wouldn’t want to impose.”

“You aren’t.” Those butterflies had magnified in size. She was terrified, yet she stood firm.

He looked troubled, but he started walking back towards her working room. Only to stop when she tugged on his elbow. “I have two rooms. I don’t sleep where I do my business.” She turned and walked towards her other room. She could hear his heavier footfalls on the carpet behind her. She waved the key in front of the door lock and the little light flashed green, allowing her to open the door. She looked around, it was only seconds before Bagheera made his appearance. She glanced back at the human before she let fire wash over her form, changing her into a unicorn mare. She lit her horn, telekinesis was similar between ponies and her kind, so she fussed around feeding the cat while she set down her day bag on the counter.

“What a beautiful cat.” She heard from behind her.

“Yes, Bagheera is a beautiful boy.” She crooned as she stroked the cat with a hoof.

“Ummm, can I ask you something?” She turned back to look at him, ensuring to keep her tail covering herself.

“Of course.”

“Is this what you look like? I assumed when you changed form before me, that you were a unicorn.”

She glanced up at her horn before smiling at him coquettishly. “Still thinking of playing with a pony?”

He shook his head. “No, it’s not that. I’m just curious. All I know is you are Equestrian.”

She nodded. “I am not a unicorn, an alicorn, nor am I a Pegasus or earth pony.” She picked up Bagheera and his food in a cloud of magic. “But I am quite tired. You can take the couch. I will sleep in the bed.” Without further words. She trotted into the bedroom and used her magic to close the door and lock it. She looked at her bed as she set the cat down on the floor. One last time, fire enveloped her form, leaving her in her natural state. With that pressure off of her magic, she sighed happily. She could feel the buzz of his emotions from the other room. This…Tyler…was stretching out on the couch, letting his mind get fuzzy. She floated her phone onto the bedside table and plugged it in before crawling into bed. It wasn’t long before Bagheera hopped up on the bed and settled into lying on top of her. She reached out a hoof and scratched him behind the ears. His eyes were half closed as he kneaded her blankets and purred very loudly. It wasn’t very long before sleep claimed her.

***

The changeling’s eyes opened, blinking owlishly, she looked around. “Oh, baggy boy, it’s breakfast time, isn’t it?”

A loud miaw was her answer. She lit her horn and threw off her covers and rolled herself to stand on the floor. Assuming the unicorn form she unlocked and opened her door. A quick glance at the couch had her stopping in her tracks. Tyler was gone, the blanket and spare pillow from the drawer under the television was folded neatly and sat on the edge of the couch. So, he decided to go back to his dad. She sighed softly as she turned to give the cat his food. Soon, Bagheera was happily eating his food and she floated her phone close to her. Her magic pushed the power button and she entered in the pin code. She swept down from the top to look at her notifications.

“Good morning.” A cheerful voice almost had her dropping her phone as she jerked her head towards the entrance to her suite. Tyler was smiling, holding out a paper bag, in his other hand was a drink carrier. “I know you ponies are vegetarian, so I just got you egg and biscuit. But most importantly.” He brandished the drink carrier with two insulated cups on it. “Coffee.”

“I’m good.”

He frowned. “You’ve been in your bedroom all night, you’ve got to be famished.”

She blinked. She was feeling quite well. She finally offered a smile. “Oh, I don’t eat. Well, what you call food, that is. Bagheera would probably like the eggs and cheese.”

He took a step back, brow furrowing. “Huh?” He set down the food on the counter. “Okay, I think I need an explanation. You said you weren’t a pony. What are you?”

She looked down, taking a step backwards. “You wouldn’t understand.”

“Try me.”

She scratched one foreleg with the other before taking another step back. “I think I need to work.”

He tilted his head to the side. “You know, you don’t have to open up to me. But, I would really appreciate it if you did.”

She looked at him for a long moment, her mind swirling. “Do you really want to know? Most humans haven’t heard of what I am. Any of my kind that make it through the portal are sent right back. I’m pretty sure your governments don’t want us around.”

“Okay, I’ve got to see this.” He said with a bright smile. “Something that most humans haven’t seen.”

“Well…” She sniffed. “Here goes nothing.”

Once again, violet flames washed across her form as she assumed her natural shape. Her carapace was black, with violet coloring along her back, around her waist was a purple streak. Her mane and tail were purple with violet eyes. Her jagged horn was quite a bit longer than the norm for a changeling. She took another step back, cringing. “I’m a bug pony.”

Tyler, for his part, has also taken a step back in alarm. His eyebrows rose in surprise as he looked at her. After a moment he leaned forward, inspecting her. “Wow.”

She lifted a hoof, showing off the holes through the legs. “I’m a changeling.” She looked down. “Though, to be honest, I don’t know all that much more about my kind. Though I do know I’m different than my broodmates.”

“Broodmates? How many are there that look like you?”

“I’m the only one, that I know of. We don’t exactly keep track of each other. Though I’ve never met one of my kind after…” Memories flooded through her mind. “My childhood, if you could call it that.”

He blinked. “Okay. Is it okay if I sit down?” At her nod, he sat down on the couch. “Okay, you need to start at the beginning.”

“It’s a long story.” She whimpered.

He spread his hands. “We’ve got all day. I don’t have classes today. And you can work whenever you feel like. So, you aren’t actually committed to anything, right?”

She shook her head. “No. I’m not.” She lit her horn, her phone flew up near her. She muted the ringer and sat it down on the coffee table before sitting on her haunches. She looked at him for a long moment before sighing. “Well, I might as well start at the beginning.” Her horn stayed lit, one of Bagheera’s toys floating from her bag and dancing around the cat. Getting his attention.

Tyler crossed his legs on the couch and looked at her attentively. Gesturing with a hand to go on.

“Okay, here we go. I don’t know where I came from, exactly. My earliest memories were of white, I barely remember hatching from my egg. I remember hunger, biting, aching, hunger. I did learn later some things. I was in the third batch of eggs hatched. The first two, the changelings died, from not being fed.” She looked down and to the side. “And other reasons.”

“Wait, you just said you don’t eat.”

“I don’t eat physical food. I feed on emotions, strong emotions, the best is love, but lust works very well.”

His eyes widen. “So, your clients don’t just give you money?”

“They give me my food, yes.”

“So, you were going to feed on me, too?”

She nodded, for some reason she actually felt a bit embarrassed as she did. “I did feed on you, a little bit. Do you remember how you felt when you left the room last night? You felt tired, as though you’ve exercised a lot?” She looked down. “That was me.” She blinked. “But as grubs, we didn’t know how to cause emotions in others, our queen, after she lays us, gives us a supply of love, and enough love allows us to hatch.” She looked up at him.

“Perhaps I should tell you what I have learned about changelings in Equestria before I go more into my grubhood.” She paused for a moment, taking a big breath. “Ponies fear us, because we are predators for them. We would kidnap them, or their loved ones, then use our magic to change our shape. Feeding off the love they had for their loved ones. We were dangerous, we didn’t live in the kingdom of Equestria, but on its outer edges. Princess Twilight Sparkle was chasing after a Queen and she somehow made it to this world. The Queen escaped to this world through the portal. While she was here, she dropped a clutch of eggs, numbering over a hundred. In a small town in Minnesota. Princess Twilight couldn’t find her initially, and after the Queen unwittingly caused a car crash before escaping again. Twilight talked to the first responders there, who called in the military. Apparently, the following day, the Queen was in the town, disguised as a dog, when another dog chased her, causing her to reveal herself and end up being captured. Well, Twilight was true to her word. After securing the Changeling Queen, she came back, and formally met your President at the time. Well, she didn’t know about the eggs. And a few days later, we were found. The military was called to our nest, and gathered up the eggs, sending them to a contractor for experimentation.”

“Wait a moment, experimentation?”

She nodded. “The first group that they figured out how to hatch, I think it was about twenty eggs, but I don’t know for certain. But the contractor worked for some part of the government. I don’t know what part. But we weren’t in the US, I do know that for certain. But they didn’t know how to feed the grubs. They knew what little they had been told by Princess Sparkle. The second group, they figured out how to get emotions into them to hatch them too, I believe it was another twenty eggs. But grubs, we needed an almost constant amount of love to grow.” She looks down. “After one of the workers was killed by a grub sucking on their emotions too hard. The entire group were destroyed.”

“They killed your brothers and sisters?”

“Well, we have very few males. The vast majority are female. I don’t know if there were any males in my batch. But, yeah, they were killed.”

“That’s horrible.”

She sighed, watching her cat as he chased the feather in her magic. Suppressing a giggle at his antics. “I know, it was. Well, apparently they waited a year or two. Then they hatched my group. I remember hatching, being brought from the room where I was hatched, and then I and my hatchmates were put in a room with a bunch of cats and rabbits and other small animals. We didn’t know enough, I know several animals were killed, but we found we could get our needs met with lower animals.”

His eyes were wide and he looked at Bagheera, who had tired of jumping after the feather, as he sauntered over to the changeling, starting to rub his body against her, she lifted a hoof to pet him as he loved on her. She enjoyed the feeling of love from the cat. “Is he food?”

She blinked, looking down at the cat. “I guess, you could call him that. But most of all, he’s my cat. I’d never kill him!”

He furrowed his brow. “If he’s not food, then why have him?”

She picked Bagheera up in her magic and deposited him in her forelegs. She nuzzled her cat for a long moment before looking up at Tyler. “Because, he’s amusing to have around, he offers his love freely, and he’s cute. Aren’t you baggy boy?” She nuzzled the cat, holding him tightly. The large cat purred under her attention, kneading against her hard foreleg.

He smiled at her affection for her cat. “So, do all changelings look like you?”

She shook her head. “Oh, no. I look a lot different from the rest. But when I was a grub, and a youngling, I looked exactly like them. I was much smaller.” She let the flames wash across her form, having her looking how she did as a young changeling. “This is how I looked. She shifted a bit, showing him her right flank. “This was the only difference.” On her flank was what almost looked like a pony’s cutie mark, a violet heart. She reverted back to her natural form. “But after I escaped, I started to grow, I got taller, my eyes changed, not only in nature, getting a visible pupil but the color changed too.” She blinked her violet eyes at him.

“But why?”

She looked down. “I’m not entirely certain. We are born with some knowledge, we know how to feed, we know how to control our magic, how to change forms. But not much more than that. We were taught your language, them always keeping small animals around us to feed on. Humans only getting close to us when we stopped killing the animals.”

“That’s pretty messed up.”

She tilted her head. “Huh? Messed up?”

“They fed you puppies and kittens.”

“No, not dogs.” She sighed. “Dogs don’t like us very much. They get aggressive with us, even disguised.”

“Really? A dog can smell you?”

"We don’t know for certain. But there’s something about changelings that makes dogs go absolutely nuts. But it took us a while until we learned how to take a little emotion without actually harming our victims. And after we were taught your language, we were taught how to look like humans.” She set down her cat and stood up, flames washing over her form, showing a tall black man that was a former US President, flames and again she looked like another American President. She changed again, another human. Before changing back to her natural form.

“Wow, politicians.” His eyes widened. “Wait a moment.” He snapped his finger a few times, thinking. “I remember pictures from my political science class… that last one…isn’t he the President of Belarus?”

She shrugged. “They didn’t tell us much, we were just shown pictures and videos. I think so.”

“Wonder why they were teaching you that.”

She shrugged. “I think I know, but not for certain. We were a product for them. They wanted us for some reason.”

He frowned. “Okay, you were in some place, a lab?” At her nod, he continued. “And taught to look like foreign politicians. And US ones too.” He furrowed his brow. “What did they want you for?”

“I think they wanted us for what we can do. Nearly perfectly replace someone and maybe do things that they wanted. We had implants.” She pointed at her neck. “Well, I’ve molted since I was able to remove it, otherwise I’d have a scar. But the implant would shock us if we didn’t do as we were supposed to.”

His eyes widened. “Oh, fuck, really? So, you were supposed to disguise yourself as world leaders, then you’d be loyal to them, and do what they wanted. What were they? CIA?”

She shrugged. “I think so. But I never saw any documents or anything that told me that for certain. I was in laboratory rooms the whole time, except when we were allowed to sleep, and even our sleep was monitored by the humans. The best among us were trained harder.”

“Were you one of them?”

She nodded.

He frowned. “But…how are you free now? Aren’t they looking for you?”

She sighed. “I escaped just over ten years ago. Given enough love, we mature rapidly. But I was being trained, I was taught other languages, and how to emulate more than just the looks of other politicians. As to how I’m free now. I remember that day perfectly. They had taught us some of our magic. They had to have at least one Equestrian involved in learning about magic so they could teach us. Though I never saw any ponies at the lab. Though, between each of us changelings, we learned other spells. Once one of us figured out teleportation, we all figured out the spell, but only within sight distance, so we couldn’t escape with that. Then they brought in something that apparently was Equestrian in nature. It required power and created a teleportation dampening ward around where we were. But this day, we were allowed outside into a small courtyard. It was a reward for a few of us as we had been working hard. I think they were getting us ready to go out and do what they wanted. We were being trained on com gear, to be able to talk to them through machines. To get our orders. But I was outside, enjoying the feel of the sun on my shell. Then there was an explosion, I saw men in military gear along with ponies also in some sort of armor. They were attacking the compound. I could feel the teleportation ward drop. I saw ponies approaching and capturing my siblings. I panicked, and I teleported away, absolutely blindly. I had a really good read of the compound itself, but I could easily have teleported into a tree, or even into the ground. But I ended up in a jungle. I just kept teleporting in steps until I found a human town. I turned into a human, and was able to blend in and escape.”

His eyes were wide. “Wow.”

She smiled. “Well, I had to learn a lot more. Then I found the best way to get love also got me money to afford nice things. I started out walking the streets, in New York, offering a handjob for twenty dollars, a blowjob for fifty, and more. But I learned, I learned a lot from the other girls. I got more money changing forms for the clients. And then I could charge more. Then I got an apartment, found a way to advertise. And now I’m where I am now.”

“What about a pimp?” He asked. “I don’t know much about your trade, but girls usually have a pimp who gets them into the trade, usually hooking them on drugs. I’ve seen enough documentaries.”

She smiled. “Oh, sweetie, yes, some girls are hooked on nasty stuff they put in their bodies. But a lot of girls have pimps for protection, from other girls, someone to fall back on if you have a run in with the police. Many got into this business because of those men. Most pimps are evil creatures that domineer their girls and take what they make. I don’t need that. I’ve been arrested before. I changed my appearance and escaped. Can you imagine you put a woman into a cell, walk away, and the next time you check on them, a dog is sitting there? They get confused, open the door to search for a way that I escaped, and I run away. And sometimes even just teleport away. Though that is really hard if I don’t have a good magical read of the area. I don’t teleport all that much.” She sighed. “I really don’t know all that much magic, more than my ability to change form.”

“So, you don’t have to turn into a gelatinous goo every twenty-four hours?”

She blinked. “What? No. It’s easiest on my magic to stay as close to the size and weight of what I am naturally. I can get a lot bigger, and a lot smaller.” She looked down. “But I haven’t really tested those boundaries.”

“So, only living things?”

She shook her head. “Oh, I can be anything. I could be a jumbo shampoo dispenser. I could turn into a car. But the farther away I am from my natural form, the more magic I use. I can even hold what I am holding when I transform inside me with my magic. Like if I have my phone on me and I turn into a rock. The phone is still there, inside me. But it’s taxing.”

“Taxing your magic? What do you mean?”

She narrowed her eyes. “I can feel my supply of love within me. Everything I do with my magic depletes that store. I’m a big girl, I have plenty of stores, each by taking a little from each of my clients. Without feeding, I could last for a couple of months if I don’t use too much magic or change forms often. I’ve been tired of grinding to feed myself and earn money before. And I think I took three months off before I was really hungry.” Her eyes flashed. “I was very hungry then. I nearly killed my first client from losing control while feeding from him.” She shuddered. “I left him in a coma. I refuse to do that again. I’d rather keep my reserves high, keep my body fed, and only feed a little at a time than risk killing a human or a pony.”

“You’ve killed?”

She blinked, remembering the previous day. “Yes.” She said simply.

He gulped and paled a bit. For some reason this distressed her. She reached out a hoof and touched his knee. “Oh, but I have no desire to kill. The last time I killed…” She remembered the look on that man’s face as the bullets entered his chest before blinking and shaking her head. “He wanted to kill me. I have no compunction about defending myself.”

“So if I threatened you?”

She smirked. “Do you honestly think you would?”

He frowned. “Well, no.”

“I don’t kill wantonly. And I won’t kill because I’m hungry. I’m just like any pony or human in that respect. I will defend my life. But killing for any other reason? I don’t see that being necessary.”

He leaned back, looking down. “So…I don’t think I’ve ever caught your name.”

“That’s because I haven’t tossed it.”

That got a bark of a laugh. “Okay, you got me there.”

She smiled at him before looking troubled. “I don’t…have one.”

“What?”

“In the lab, I had a designation. But I don’t have a name. Nopony named me.”

“Well, we are going to have to fix that.” He tilted his head, leaning closer. “What was your designation?”

She blinked at him a few times, trying to process. Finally she spoke. “H zero pee three.”

He smiled. “I kinda like it. Just think about it for a second. Hope.”

“Hope?” She rolled the word around in her mouth. “Hope.”

“It’s got more than one meaning. You are the hope for your people, the bug ponies. You refuse to kill unnecessarily. You are a good pony. And it fits with how your name is spelled. You can spell it the same way as your designation is. But you can be called, Hope.”

She smiled a big smile at him, his eyes widened at the look of her fangs. “I think that works! I am Hope!”

He nods. To his surprise, she leaped at him, transforming in the air into human shape before landing on his lap. She had neglected to make any clothes in her transformation. His face reddened as she hugged him tightly. After a moment, she cupped the side of his face. “You know, you can, anytime.” She crooned into his ear.

He hugged her. “Don’t make it weird.”

She laughed as she stood up, reverting back to her natural form. “I am serious, though. I think I could make your first time the absolute best first time of all first times.” She tilted her head and smiled at him.

He shifted a bit, his face red. The changeling could feel lust rising in him. Even in her natural form, which surprised her. She reached out a hoof to touch his cheek again. “You are cute.” At his sputtering she turned away with a laugh.

“So, what exactly is Hope the changeling?”

“I am me! I am a changeling. I feed on love, and earn my pay. I am a whore.”

He shook his head. “No, you are a high priced call girl, able to be exactly what your client desires. You are far more than simply a whore. Now I understand why you answer the phone the way you do.”

She smiled. “Yeah. I am a fantasy. I am whatever the client wants. I am the perfect call girl.” She leaned forward. Again transforming back to human as she put a hand on his knee, letting her breasts dangle and jiggle. Enjoying the hitch in his breathing as he watched her. “And I’m worth every penny.”

He nodded. “Definitely.” He looked down. “So, what are you going to do now?”

She tilted her head. “What do you mean?”

“So, what are you going to do? Just feeding and making money? You’ve got to have a pile by now, based on what you charge.”

She smiled. “I’ve gotten a money manager, I’m pretty wealthy.” She stopped, frowning. “But it’s not about the money. It’s nice, for certain. But what’s wrong with making more?”

“You are just going to do that? Make gobs of money, feeding off the love of your clients?”

“What’s wrong with that?”

He tilted his head. “Don’t you want more?”

“More?”

He stood up. “You said you grew bigger than normal changelings. You have plenty of magic. Doesn’t it seem boring? Just doing the same thing over and over again?”

She narrowed her eyes. “I don’t know. I feel…” She stopped, thinking furiously. Finally she looked up at him. “I need more. I’m not a regular changeling. I’m not a drone.”

He snapped his fingers. “I have an idea. Let me get a tourist visa to Equestria. I can learn about changelings there.”

“But what about classes? You are a student, right?”

He rolled his eyes. “I’ve got easy classes this semester, I don’t have to show up all that often.” He leaned forward, touching her horn gently. “Let me help you, help you learn about your kind.” He chuckled. “I always wanted to learn about the ponies, visiting Equestria just might be fun.”

She stopped, thinking. After a long moment, she smiled at him. “Okay.”

Chapter 6

Apparently, tourism between Equestria and Earth is a thriving business. Ponies have welcomed humans to Equestria through the portal since it was fully established. H0p3 had heard that tens of thousands of humans have permanently emigrated to Equestria, most of them letting the portal change their form to be ponies and staying in Equestria as ponies. Though the portal made its own decisions on what tribe the humans turned into on arriving in Equestria. Some were unicorns, pegasi, and earth ponies. But occasionally they would be turned into deer, griffons, minotaurs, or even the fantastically rare kirin ponies. She hadn’t heard of any humans turning into changelings, though. The defense against getting changed by the portal is to be enveloped in magic when transitioning through the portal. Some humans stayed human, and some ponies let themselves be turned human on coming through the portal to Earth. Tyler’s travel visa was approved online within hours, and at that point, he’d been gone there for two weeks.

She contemplated the penis hanging in front of her. Nothing about the encounter seemed odd to her until she had shown up at the hotel and found a pegasus stallion there. She had tried to beg off, say that she would send a pony for him. But he apparently really liked her human form, so she had the large member in her hand, stroking the tip with a thumb as the stallion groaned in pleasure. She had to be very careful with feeding on pony clients. If they had been fed on by changelings before, they would recognize the feeling of their emotions being drained.

Luckily for H0p3, this stallion was into rutting a human. She opened her jaw wide, working her mouth around the tip of his member. He was certainly bigger than average. She suppressed the desire to gag at his size as she got not much more than the tip into her mouth. She sucked hard, using her hands on the rest of the shaft. If she were shaped as a pony, she’d be able to pull in most of this monster cock. But the stallion seemed to be enjoying it, if his grunts and moans were anything to go by.

He started to hump into her mouth a bit, she let him for a moment before pulling off of him and sliding back. She licked her lips. “You like?”

He nodded, a little bit of drool dripping from his lips, his wings nearly unusable at that point. She hiked up her dress, showing him her slit. She nodded to him. “Go ahead, give it to me.” The stallion didn’t need to be told twice, he reared up, landing heavily on her back. She winced in pain, but ignored it for the time being, his questing member was trying to poke a new hole. She reached back and got him lined up, getting a gasp from her as the tip entered her. She smiled as he gripped his forelegs around her middle and shuffled closer to her as he started pumping. Her eyes bugged out as the flat face of his cock slapped against her cervix. “Ouch, sweetie, back off a hair.” She moaned. He would kill some human woman trying to just go to town like that.

Thankfully he was attentive and took a small step back, nearly coming out before pumping forward, she sighed happily, yeah, he was a pretty good lay, if he was a bit overenthusiastic. It wasn’t very long before his breathing became ragged, she cried out in simulated bliss as he brought his wings around and hugged her tightly. Before long, his breathing stuttered as his penis flared, locking into place directly against her cervix. He groaned as the first spurt of cum flooded her insides, again, and again, he unloaded his balls into her. She cried out louder in simulated orgasm as she felt his member twitch inside her.
Finally, he was spent, he collapsed on her back, holding her tightly as his cock withdrew, when it finally fell out with a plop, what felt like gallons of cum oozed out as he shifted to end up on his side, breathing heavily. She ignored the mess back there and turned around, hugging him tightly. “Now, that was a good one, wasn’t it?” She cooed into his ear.

He just panted, nodding slightly. She wasn’t all that hungry, she merely fed lightly, enjoying the feeling of being full. For a long time, they lay like that. Then finally he shifted a bit, getting her to lift up her head and look at him. “That was…amazing.” He groaned. He reached his wings and forelegs forward and hugged her tightly. “You are amazing.”

She smiled. “None better.” She thought for a moment before adding. “If you want to make mounting humans a regular thing, you’ll need to make sure not to push so deep. Porn and women taking enormous schlongs is not the norm. Most women can take four or five inches before it becomes too painful.” She stopped, looking down.

“Oh no, did I hurt you?” She found his concern endearing.

She shook her head. “A little pain isn’t all that uncommon with someone much bigger than we are used to. But I’m the best, as I said.” She shifted her legs seductively. “I mean, if you want to try out, we can go again.”

His eyes widened. “Again? Already?”

She smiled. “If you can manage it.” She reached up a hand and stroked underneath his ear, getting it to twitch and a happy smile to appear on his face.

“I don’t know if I can go again that quickly.”

She sighed sofly. Most ponies had a pretty fast refractory period. He’d be ready to go again in ten minutes or so. She was content to hold him and be close to the stallion as he rested. And true to form, within ten minutes, he was pumping away another load into her. He was going to get dehydrated after a few shots like that. When he finished the second and third times, there was still a massive amount of cum. Finally, she was done with him and she walked out, five thousand dollars richer from the general manager of the East Coast weather bureau, he was in town talking to the other general managers for some kind of meeting. Something H0p3 would have really liked to know about in advance. She had taken advantage of his offer for her to use his shower before she had left. Her magic could easily handle the mess. But using magic as a human form would not have been very smart of her. So, she walked from the hotel room feeling clean and with a heavier wallet.

As she sat down in her uber, her phone chimed with a text notification. She didn’t have very many names saved in her phone, well, pretty much none. This wasn’t just a recognized number, this was Tyler. She blinked, feeling her heart skip a beat. Why was she feeling emotion about this human? She shook her head before tapping to open the message. Then she blinked at the contents. He wanted to meet her at her hotel room, he had news. She stopped after a long moment of staring at the message. She had a smile on her face, and it was genuine. She found herself looking forward to seeing him. She tapped out a response before sitting back and closing her eyes. Her driver knew where to go, she could just relax.

“Thanks.” She murmured as she opened the door. She could tell the driver’s eyes were on her. She was not dressed too revealingly, not always a good thing for travelling between clients. Tyler was going to be there in less than twenty minutes. She needed to get ready for his arrival. She walked sedately through the lobby and the elevator trip took only moments, she was in her room only seconds later. As she closed the door behind her in her sanctuary, she relaxed, reverting to her natural form. She looked around and pursed her lips. This wouldn’t do. It may be an expensive hotel suite, but it felt too plain to have a guest. She blinked, thinking. What about Tyler was affecting her so much? He was human, he could be food if she decided to feed on him. And he’d have no say in the matter. Yet the thought of feeding on him made her feel…dirty. She needed something to distract herself. Bagheera hopped up next to her as she sat on the couch. She reached out a hoof and petted the large cat as she suspended the remote to the TV in her magic and browsed the channels. Nope, nothing of interest. She finally settled on a 24 hour news channel and let her mind wander as she waited.

A knock on the door brought her back to herself. She blinked and looked around, did she sleep? No. She had just zoned out. She lit her horn and opened the door from her seat, she could feel his emotions and identify him from outside the room. No need to fear in that respect.

“Hello, Hope?” Came the human’s voice.

“I’m in here.” She called out.

He stepped in, closing the door behind him with his foot, his backpack in his hands as he pulled open the zipper. Then he stopped, looking at her, blinking.

She looked down at herself. “What?”

He looked down. “It’s okay, we haven’t known each other very long.”

That got her to blink. Then looked at the rose colored fur on her chest before looking at him again and grinning sheepishly. “Sorry, force of habit.”

“Oh, no, you don’t need to…” He stumbled to a stop as she let fire again wash over her form, changing her back to her natural shape.

She tilted her head and smiled brightly at him. “No, it’s okay. I do trust you. I have no clue why I do. But you’ve seen me like this.” She gestured to her body. “And it’s easier on my magic.”

“How long could you keep the unicorn form?”

She blinked. “With feeding, indefinitely, but without, probably a couple of weeks, familiar pony forms don’t take a lot of energy to maintain.” She frowned. “Though sleeping would be a problem. It’s really hard to maintain your form while asleep. We have a spell designed to give us needed rest without actually sleeping. But eventually, I must sleep. And doing so would be bad.”

“I know. I’ve learned a lot.” He lifted his backpack for a moment, obviously quite heavy. “I purchased a few books. One of these was by Twilight Sparkle. Did you know your mom nearly ruined her brother’s wedding?”

The changelings eyes widened. “What?”

He set down the backpack and pulled out a book, flipping it open. “Yeah, she had taken and copied Princess Mi Amore Cadenza, known also as Princess Cadance of the Crystal Empire. She was getting ready to marry Twilight’s brother, Shining Armor. And that had a full invasion with thousands of drones.” He flipped through the pages, in addition to the text, some pictures of the aftermath. Destruction of buildings, he noticed her attention on the pages as pictures of captured drones were shown before pulling it away. “Yeah. It was pretty brutal. Though the real Cadance was able to escape with Twilight’s help, where Cadance and Shining joined their love for each other with Shining’s abilities when it comes to shields. And pushed most of the changelings out of Canterlot.” He paged back towards the beginning. “But she has a lot of information that was gleaned from studying the drones that remained. Chrysalis was her name, by the way.”

“I didn’t know all that much about my kind back in Equestria.”

He nodded. “Yeah, we know now, Chrysalis has been imprisoned in the caverns below Canterlot for the last twenty-five years.” He pulled out a second book. “But there isn’t a huge amount of information available about changelings.” He pulled out a third book. “But I grabbed everything I could find that seemed to have actual knowledge. Apparently, ponies don’t know all that much about you guys. But they are terrified of you.”

She smiled slightly. “Well of course, if we invaded, we could mimic their loved ones, feed off of them, and then take them.”

He nodded. “Yeah, but they do have methods in place to prevent changelings making it into major cities. There are magical detectors and wards that will force you to change shape. So, changelings don’t really bother the larger cities, even Ponyville, Twilight Sparkle’s home, has those detectors. Some of the really small villages aren’t as heavily protected.”

She pulled a book closer with her magic. “So, no visiting any time soon.”

“Not without some precautions.”

She titled her head. “Precautions? I barely know any of my magic beyond how to change forms. A Princess like Twilight Sparkle has decades of magical knowledge that I couldn’t even hope to match.” She sighed. “But I don’t want to go back to Equestria.” She turned and looked at him, offering a smile. To her surprise, he didn’t react to the sharp fangs the gesture revealed. “I’m doing very well here, and I don’t need my errant mother.” She stopped. A part of her wanted to say more. But she didn’t know what to say.

Somehow, the human could tell there was something left unsaid. He looked at her. “There’s more than that, isn’t there?”

“No.”

She must have spoken too quickly. For he smiled. “Hope, you don’t have to bare yourself to me.” He reached up, cupping her cheek, and to her surprise, she tilted her head to lean into the touch. “But you miss your kind.” He flipped through the book. As he settled later into the book. She could see the chapter title. ‘Aftermath and interrogation of the drones’ he ran a finger down the lines of text. “Sadly, the changelings that survived the blast didn’t live all that long. Starvation, actually killed them. The ponies had no desire to kill them. But their connection to their queen was severed by the magical explosion.” He indicated a line of the book. “Drones are connected to their mother, to their queen. They mentioned they had different roles in the hive. There were those that were more independent, they didn’t need that connection as intensely as most drones. They were the warriors, the protectors of the hive. They would patrol the outskirts, ensure that the hive wasn’t invaded. They didn’t have that need to be close to the Queen like the drones do. A pony could tell what they were pretty easily. They were nearly double the size of the common drone. They were also rather rare, in a hive of ten thousand drones, maybe a hundred would be warriors.” He shifted to another paragraph. “The vast majority of changeling eggs developed into drones, the ones that went out, copied their prey and brought back ponies or other prey and cocooned them. Placing them in a deep sleep for them to be food for the hive at large.” He turned the page. “In fact, being talked to by the Royal Guard, they were quite forthcoming when it comes to information. Princess Twilight included their reports as an appendix in this book.”

She chuckled. “Boy, she’s thorough.”

He nodded. “Definitely. But the main reason why I got this book, was this passage. I’ll paraphrase. The most rare changelings born are the queens.”

Her eyes widened. He tilted the book. “Look at this, Hope. At hatching, they all look the same, warriors, drones, queens, and one other rather rare type, the males. The same size, but the queens have one thing different about them. A mark on their body, to identify them for the existing queen, who usually kills them.”

She reached out a hoof. “Kills?”

“Yeah. One of those captured was a warrior, she had seen a clutchmate killed by Chrysalis.
It had what looked like a cutie mark, a blood red mark on her flank.” He looked at her. “Princess Twilight wanted to learn everything she could about the changelings that attacked, so she could protect the ponies from them. In fact, this research is what helped develop the wards and the detectors.” He flipped a few more pages. “But, back to the baby queen. They aren’t full queens until they grow up, and they…mate. Until then, they’d be called proto-queens.” He looked at her. “I think you are a proto-queen, Hope.” She scoffed. “Proto nothing. I’ve mated, many times.” She grinned at him.

He shook his head. “Have you mated with one of your own kind?”

She narrowed her eyes. “I haven’t seen any others of my own kind. Much less a male changeling.”

He pulled out another book. “Well, Twilight’s adventures with changelings didn’t end with her brothers wedding. Some years later, after she ascended, her assistant, Spike, befriended a male changeling, named thorax.” He titled the cover for her to look. “They had an interesting time.”

She grabbed the book with her magic, bringing it closer. “He’s ugly.” She said simply.

That got a bark of a laugh from the human. “Yeah, no kidding. But Some of Twilights friends infiltrated the hive, and Thorax was captured by the queen, but he had been living among the ponies as a changeling, and was accepted by them because he wanted to change his people’s ways. He had grown and changed, getting love from them freely. And when discovered by Chrysalis, she was sucking out his store of love.”

”Killing, don’t mince it.” Her voice Her voice was high and cold.

He nodded. “Well, instead of fighting, he gave that love freely, and it changed him.” He pointed to the picture. “Into the form you see him here. Minutes later, the other changelings of the hive did the same, defeating Chrysalis and driving her away.”

“So, I give my love freely and then I’ll look like him?” She ran a hoof along the page. “Apparently.”

She blinked. “Then why do they have wards? Why so many protections against changelings?”

“Because they were but one hive, only two or three hives total surrendered like that. There are other hives out there that rejected that, their queens preferring not to change.”

She growled low in her throat. “I can understand that appeal. Disgusting.”

He chuckled. “Well, there seems to be some down side to the change, they have to eat actual food, they have had other changes that make them different to how they were before.”

She looked at him. “If I seem about ready to do that, slap me.”

He laughed, dropping the book and leaning back as peals of laughter overtook him. Finally he reached up and wiped away a tear from his eye. “Sure, anything you say.”

His mirth got a smile from the changeling. After a few moments, she picked up the books. “Looks like I’ve got some reading to deal with tonight. She looked at the window, the sun had been going down as they’ve been talking. As she got to the door to her bedroom. “You’ll want to get some food, right?”

He nodded. “I was planning on ordering in.”

She chuckled. “If it were only that easy for me.” She used a rear hoof to tap the door shut, normally she would lock any door if there was any human on the other side. This time, though, she left the door unlocked as she laid down on the bed. It was only moments before she was reading intently, not even noticing the passage of time. Finally, she looked up, noting that it was well after midnight. She looked around her bedroom and set the book down. Where was her cat? She stepped softly into the living room and stopped. Tyler was passed out, his blanket kicked to the floor. And firmly ensconced on his chest, was Bagheera. The cat was curled up and even from across the room, she could hear the large cat purring. She shook her head slightly before using her magic to pick up his blanket and cover the human. She turned back to her room and crawled into bed, she needed some sleep. As she snuggled into her own covers she noticed that she had left the door open. She felt a moment of panic before she relaxed. She thought about lighting her horn and closing the door. But finally, she just let herself fade to sleep.

***

“Good morning, Baggy boy.” She crooned as the cat kneaded her leg. The cat looked at her, his eyes half lidded as he half meowed, half purred at her. She leaned close. “You little traitor.” She murmured. The cat was unaffected by her words as she reached up and loved on him. She extended her senses, Tyler was gone, probably out for breakfast. He certainly had to eat food quite often. She floated up the cats food, she’d never really dealt with actual food, beyond what she fed her cat. The concept was rather baffling to the changeling. She understood humans and other animals had to eat, but her way was so much more efficient. She much preferred to absorb her nutrition from willing partners. Even if they didn’t know that they were sustaining her. Her cat fed and his litter box taken care of, she looked at the books. After the Twilight Sparkle book, the others seemed like repeated information, wrong, or downright misinformation about her species. She gathered them up and set them on the table. Chrysalis was her mothers name. Good to know. She closed her eyes, her ever present hunger was there, she didn’t need to feed just yet, but she could go for some willing victim. She floated her phone to her and turned on the ringer. A quick swipe showed no missed calls. She shrugged mentally, sometimes she’d just have to wait until an opportunity presented itself. The television didn’t really have any appeal to her at the moment. She stopped, thinking. Was she missing something?

Fire flashed across her form, leaving her looking human, she’d dressed conservatively for her, skin tight yoga pants and a sports bra. She looked in the mirror before reaching into her bag. For some purposes, a bit of clothing was a good thing, especially longer flowing outfits that her magic could replicate, though it wasn’t as good as the real thing. She liked her disguise to be as impossible to guess as she could manage. She pulled on a red top, complimenting the black yoga pants that was long enough to flow to her thighs. One could see the sexy shape of the human form, but enough was obscured to get a second look from any interested males. It was somewhat early, she could go out and about the town, enjoy the Chicago Riverwalk, doing the occasional touristy thing was one reason she liked moving about the nation in doing her work and feeding. She loved on Bagheera for a few minutes before she exited her hotel room and took a deep breath. She didn’t do this very often, but she needed to think, everything going on had her mind whirling. Between Tyler, and finding out more about her kind. She didn’t really know what to think. She got to the elevator and headed down to the lobby before exiting the hotel. She just walked, not even thinking of uber or a cab. She just had to move. A familiar form, she could hold it for a long time without too much strain on her magic.

As she walked the streets of the city, her mind focused inward. What was she going to do? Was her whole life just feeding and making money? The sex was usually pretty good, between horny humans and horny ponies, she never had to worry about that. But that couldn’t be it. She was a queen, well, a proto-queen. But how would she claim her birthright? According to the books, she would need a male changeling. She didn’t even know of any in her clutch that were male. She was sure multiple clutches were hatched at the same time. Were they all at one facility? What if there were world leaders out there, complying with orders from the CIA, or whatever government organization that was in charge of them? What if other changelings escaped? Could she visit Equestria to find a male? Maybe she could. But should she? Would he be submissive and breedable? Her mind whirled as she walked.

For a moment, anger flashed through her mind, she had a good life, all the food she could absorb, plenty of money to have all the nice things she wanted. She had people she paid, who bowed to her every whim. Then the anger faded, leaving her feeling hollow. She had never even learned how to drive. She wasn’t a feared predator like she had thought. She fed without harming, really. Humans, for the most part, didn’t even know her kind existed, much less a queen walked amidst them. She sought to live without conflict. She stopped in the middle of the sidewalk, her mind spinning even faster. Then that human had to arrive, upend everything so casually and without effort. Why did she think of him? She was a predator, she preyed on humans and the occasional pony, without them even knowing, right? But why did Tyler entering her life make her feel…dirty about doing that? That meth head idiot she killed, she felt no remorse about his death and her direct cause in it. But getting to know this one human, how he accepted her the way she was, to the point he was disappointed in the fact she disguised herself around him. That affected her emotions, something she’s always kept tight control of.

She started walking again, could she go back to being the whore that she has always said she is? Was she that whore? Fucking for money? Fucking for food? She pondered that thought for a long time. Finally she grinned, she could continue. She loved what she did, she enjoyed not only feeding, but the sex, and the seduction of her prey. But she needed a goal, a reason to do it, beyond simple bodily sustenance. Beyond the here and now and looking to the future. She turned the corner. But what would be that goal? Every time she thought of something to work for, it involved a human, one specific human. She wanted him, not to feed. She resolved as she walked, she would never feed on Tyler. She would sooner feed on Bagheera to his death than feed on that one human.

But why?

Chapter 7.

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