Unyielding Shield had been a rather special pony, and now he was a rather special changeling.

His cutie mark talent, an astute sense for danger, had carried over through his conversion.

However he didn't know if this was unique to him, or to the process by which he'd been converted.

He'd need to talk to the brothers about that.

Thorax seemed like he’d know the answer.

Shield thought he'd be hungry constantly like he always heard Changelings were, but he wasn’t. He had some theories as to why that is, but right now he was just glad he didn’t have to deal with a constant gnawing hunger.

His new body hardly needed any sleep either. He didn’t stop trotting until he got back home to Ponyville.

Because of this, he had arrived home in half the time he usually took.

Shield had a very positive reputation around town. So as he arrived pulling along the cart full of response mail for Starlight, he received plenty of greetings from the townsponies.

He nodded and waved back at them while wearing a smile. His body felt warm as he took in the pleasant emotions wafting through Ponyville’s air.

The blue unicorn took his time trotting back to the Castle of Friendship. He knew he needed to be in no rush, as he was the only one with access to the castle right now.

Everyone else that lived there was currently in the Crystal Empire. Shield let out a relieved sigh as he entered the castle.

Twilight and the others had been at the Crystal Empire quite a few times since Flurry was born. They seemed to come and go every other day.

Shield pulled the cart inside while reminding himself to urge twilight to hire more staff. They could really use a maid.

But for now, he was feeling rather fortunate that he was alone. He groaned in relief as he let his disguise down and let his real form out.

Because he kept the abilities that his cutie mark represented, he’d have plenty of time to change back if someone were to unexpectedly arrive.

The former blue pony walked into his room and then headed straight for his bathroom.

He looked at himself in the mirror. This would be the first time seeing himself in his new Changeling body.

While in his changeling base form, his mane was blue, and long and scraggly instead of the semi tamed black mane of his pony form. His eyes were blue with white soft irises and He was a few inches taller than when he used to be a pony. .

"Hm. I wonder if I'm still one of Twilight's types like this." He chuckled to himself.

He stretched out his trained muscles to get a feel for them now that he was a Changeling.

He felt stronger and faster, and his body seemed to move smoother.

"Too bad I can't show this off to anyone. Not yet anyways." He sighed.

Shield was rather proud of his new Changeling form. He was kind of concerned he was growing a little vain, as he felt attracted to his reflection.

He sighed and blew his mane out of his face. “I need to convert that rich bitch. I’m getting too horny for my own good.” Shield huffed.

“Maybe it’s a side effect.” He chuckled to himself.

He then walked out of his bathroom and back into his bedroom. He laid down on his bed with a groan. His body was stronger now, but he was still eager to get off his hooves for a little while.

He did Just spend two whole days trotting.

"Ah...that's better.” He sighed with a relieved smile.

“No more chores for a few days. Twilight can take care of herself. And she probably won’t be back for a while anyway" He mumbled to himself.

He put one back leg over the other, and rested his front legs behind his head. He had some time before Twilight Starlight and Spike returned from their most recent visit to the empire, so he was going to rest.

There was a lot to think about before they returned. They all already trusted him. The entire town did. He had been here just as long as Twilight and Spike.

That being said, he was a bit at a loss of what information could he pump them for?

There was a slam against the wall of his room that brought him out of his thoughts. He sighed as he sat up and activated his Pony disguise.

Shield walked over to his window and opened it up. Derpy Hooves was outside in her mailpony uniform.

"Hey there Shield!" She greeted with a wave.

She was nursing a small bump on her head. "Sorry about crashing into the wall. It's better than the window though, right? Anyway! I got a letter from Princess Twilight!" She said before digging it out of her mailbag.

"Oh good, thank you Derpy. I can always depend on you." Shield said with a polite smile as he took the letter.

"Aye Aye Sir!" Derpy said, saluting him with a wing before she flew off upside down.

He smiled after her before he shut his window with magic.

“She’s as cute as ever.” Shield said as he walked to his desk.

He sat down and opened up the letter so he could give it a quick read. The letter from Twilight explained how the trip was going, and that they'd be back in two days.

"Two days to prepare. Perfect. I can lay some tapping spells." Shield said with a smirk.

He got up from his desk and began to leave his room to start right away. Just as he got to his door, he heard a commotion outside of his window once more.

He rolled his eyes and groaned. He returned to the window in disguise and looked out to find Spoiled Rich shouting at a mare selling carrots.

The shop pony looked bored as she was yelled at. Shield glared at Spoiled Rich and sighed.

Judging by the expression on Spoiled's face, as well as those of the ponies walking by, she'd been yelling at the shop pony for a while.

"...or I could do something else to make myself useful." He chuckled.

He had planned to wait a bit before testing out whether or not he could convert a pony himself. But Shield didn’t feel like waiting anymore.

Staying in disguise, the blue unicorn walked out of his room and back outside the castle. He grimaced and folded his ears down on his head.

He could hear Spoiled’s shrill screaming from here. He didn’t know if it was because his senses as a Changeling were stronger than before, or if it was just because she was that loud.

Probably both, he mused.

"...and how can you even think of selling carrots that are shorter than the ones from yesterday?!" was the first thing he heard Spoiled yell as he got close enough to make out words.

He rolled his eyes, walking up right behind her. He towered over her as she continued to rant and rave.

She was completely oblivious to his presence. The annoyed carrot seller met his gaze and smirked.

This clearly angered Spoiled Rich further and she slammed her hoove on the counter. “You fucking Bitch! I outta-”

"...ahem. I believe we've talked about this behavior, Spoiled." Shield spoked up.

Spoiled’s eyes widened and she whipped her head around. "Shield!" She squeaked.

The mare was so absorbed by her rant that him speaking up actually startled her. She didn’t know he was back from Our Town already.

"That's me.” Shield said with a shrug. “Now then, why don't you come with me so we can have that little talk again?"

Spoiled gulped nervously. "I... I don't think that's necessary...." She said, backing away from him and the carrot stand.

"I think it is. And this time I'm going to make sure you learn how to not disturb the peace." Shield said.

Spoiled knew talking wouldn't get her anywhere at this point, so she turned and tried to run.

Shield didn’t need his Danger Sense to know that this was what she was going to do, so it came as no surprise to anypony when she was snatched up by his magic before she got three strides away.

"You always have to make this worse." The blue unicorn sighed.

"I'll give you a million bits if you let me go!” She offered as she struggled in her magical bonds.

“Can’t we just forget about this?!" she begged.

Shield was essentially a Sheriff to the folks in Ponyville. Despite Twilight needing no guarding of her own, He still carried some authority being the Captain (And only member) of her Royal Guard.

The townsponies were rather happy whenever he took it upon himself to keep the peace.

"You don't have a million bits. Your husband does." He huffed. “And even then, I don’t take bribes.”

Shield then started carrying her away, "Don't worry folks, she won't bother you again today!" He said.

"Thank you Shield. I really hope your lessons stick this time.” The shop pony said.

The other ponies around them had similar sentiments and praised Shield for dealing with comparatively small stuff like this.

"It's my pleasure to help keep what little peace we have around here intact." He said.

With that he walked off, carrying the mare in his magic. They thanked him again as he dragged the struggling Spoiled Rich off.

She continued shouting and begging to be let go the entire time. Shield barely got out of the market before he had enough of Spoiled Rich’s shrill voice.

"Oh shut up." He grunted, his horn glowing a little brighter.

A blue magic band wrapped around her muzzle, "You make too much noise." He grumbled, his ears twitching in agitation.

Her screaming persisted, although they were now muffled. Her expression was angered as well as afraid as she tried to say anything at all through her tied up muzzle.

Shield ignored her and carried her to his makeshift guard office inside of the Castle.

The entire time she was struggling against his magic rather uselessly.

He closed and locked the door to the castle behind him, and then trotted to his office. He locked that door as well, and then he cast a few spells to hide anything going on in the room.

Spoiled Rich had thought he was just really annoyed, but now even she could tell this was different than usual, and something strange was going on.

Before she could even think to ask what was happening, she got her answer.

"Now then." He said as he set her down.

Shield’s form rippled, green fire washing over him.

Spoiled Rich’s eyes widened and she let out a muffled shriek of terror. He revealed his true changeling form to her, and she was terrified.

"Mmm, that feels better." His horn lit up, his magic now emerald green.

Spells washed over her, moving her into prime breeding position and holding her there.

Her trembling and shaking got even faster as she tried futilely to free herself.

Before he mounted her, he lifted his back leg to give her a good view of his new cock. "Looks good doesn't it? Don't you think it'll feel nice splitting you open~?"

She shook her head and screamed as loud as she could. Unfortunately for her, her screams were still muffled and not very loud.

He just chuckled, cutting her tail off at the base to keep it out of the way.

She let out a muffled shriek in response, her eyes wide and terrified.

Finally, he mounted her. His sticky flare pressed and prodded at her entrance, forehooves gripping her barrel tightly.

Before Shield fully inserted his cock into the mare, he released the magic from her Muzzle so he could hear her screams.

As his cock pushed inside, she shrieked out in pain. She tried frantically to pull away, but her binds kept her place and only made her struggling feel nice around his shaft.

"That's it, do the only thing you're good at~!” Shield chuckled, his blue eyes glowing as he began thrusting in and out of her.

“Stop this you monster!” She cried out.

"Nope. You've been causing me nonstop trouble all these years." Shield said, grunting with effort as he sped up.

"So you decide to rape me?!" She shouted.

"Well there were other factors." He said as he shoved the rest of his cock inside her.

"Like wHAT?!" her voice rose in pitch mid question.

"Maybe I'll tell you after I finish~" He growled.

“T-Tell me nOWW!” She groaned in pain.

"Shut up!" Shield said as he thrusted in and out her, reducing her words to screams.

Her body twitched against her will with each pump from the Changeling Captain.

"Nf! Mm. You better hope this works!" Shield said with a growl. His thrusts grew more and more wild as time went on.

She whimpered as she felt this, hating every second. She had no idea what he was talking about, but she really was hoping that whatever he wanted to work would work.

Because if it didn’t she had no idea what would happen to her, and she didn’t want to know.

Shield's cock began to twitch inside of her. He grunted as his last few thrusts were truly titanic before he hilted into her and came violently. He leaned over and bit her neck.

She let out an involuntary moan as she felt him bite her.

His green changeling cum flooded her pussy as his venom flooded into her body. Shield growled in pleasure when the mare began to glow. The transformation was slow, and took the entirety of Shield's lengthy orgasm, but in the end Spoiled Rich was turned into a lesser Changeling.

When he finally pulled out, she bowed before him.

Shield grinned down at her as he rubbed his chin. “It seems I succeeded in making an Egg Bearer. Lowest tier possible, but hey, it worked!” He said to himself.

He jerked himself off to let out a few more ropes onto her face.

She obediently licked it off of her face when he was done

"Tell me who your Masters are." Shield asked.

"Every Changeling!" She chirped.

Shield chuckled at that and smirked at her. "I guess that's correct. Who are your Kings, then?" He asked her.

"Lord Thorax and Lord Pharynx!" She said.

"Good, she's connected to the hive mind." Shield said to himself. "Alright, Bitch. I want you to go back to your normal life as if nothing happened. But behave yourself from now on, or I won't give you any grubs, and I'll make sure no-one else will either!" Shield said sternly.

"Yes Master! I'll be a good girl!" she said almost immediately.

Shield leaned back and sighed when she scampered away. "I am so glad that worked. But now I'm even more horny!" He whined.

He sighed and shook his head as he stood up. "Duty first." He sighed.

He unlocked the door to the office and to the castle so Spoiled could leave.

He trotted off back to his room and laid on his bed. His horn lit up as he contacted Thorax and Pharynx.

At the Changeling Hive

Thorax and Pharynx had enhanced everyling in the hive. Now they were all twice as powerful as before, and also way hornier.

They weren't complaining, it was a lot of fun to Trot through the halls and find more than one orgy.

It seemed to be keeping them decently fed as well, no one went into any rages for being hungry since they got enhanced.

Thorax and Pharynx were currently in their Royal bedroom, going over plans when their ears twitched.

"Hello? Lord Thorax? Lord Pharynx? Can you hear me? This is my first time trying this. Am I doing it right?"

Shield's voice said through the telepathic connection of the hive. Thorax smiled as he sat with Pharynx. "Yes, we can hear you."

"I take it you have good news for us?" Pharynx asked him

"Yes Sirs, I've got great news. I succeeded in converting a pony into a Changeling. She's just an Eggbearer, but it was still a success!" Shield told them happily.

"That's great. Good job!' Pharynx praised.

“Yes, that’s a very great job, Shield!” Thorax praised as well.

The pair of Changeling Emperors could feel how happy Shield was with the praise they fed him.

“Thank you, sirs. Would you like to convert other ponies?” Shield asked.

Thorax rubbed his chin in thought before he settled on his answer. “If the opportunity presents itself, go ahead and convert a few more. But don’t go overboard.” was his answer.

“Yeah, it’d suck if you got found out and only had eggbearers around to help you.” Pharynx added while chuckled.

“Understood. I’ll go ahead and continue preparing espionage. Twilight and her friends will return from the Crystal Empire in 2 days.” SHield told them

“Thank you for that information Shield. Go ahead and get back to your work.” Thorax said.

“Yes sir!” Shield said before their connection was dismissed.

"Well, things are definitely going very well," Pharynx said with a happy smile

Thorax grinned back at him and laid against his side. "Very well." Thorax agreed. "This method we discovered is making it so easy. I really wonder why we stopped doing it? And why did I only find this information when I was exploring the Badlands." He pondered aloud.

He shrugged after a few moments of pondering. "I guess it's not all that important right now. What is important is figuring out our next steps."

"We need to pick the next city to take." Pharynx said in agreement

"I think we should go over what's off limits for now. Like Canterlot and Ponyville." Thorax said, sitting up from leaning his head back to look up at Pharynx when he started petting him.

"Right. Those places are too high profile right now. Manhattan's also out. It's a big bustling city."

"And we can forget about the Crystal Empire too." Thorax sighed, shifting around as rested his head in Pharynx's lap now.

"So for now that leaves Appleoosa and Cloudsdale as places we should go after that we can right now."

Thorax huffed as he rolled his eyes. "I'd rather go with Cloudsdale. I know it's risky, because it's important, but that's why I think we should go for it." Thorax said.

“You don’t win wars without a little Risk.” Pharynx agreed. "Besides, having the wonderbolts under our control would be nice," He said.

Thorax smiled and chuckled a bit at that thought. “They would be incredibly useful.” He agreed.

"Shall we head out right away then?' pharynx asked

Thorax smirked and pushed Pharynx over, snuggling onto him. "Later. I wanna cuddle for a bit!"

"Heh, alright, we can cuddle," Pharynx said with a chuckle as he snuggled against him.

Thorax giggled happily and laid into Pharynx's hooves, purring lovingly.

Pharynx smirked down at him and lovingly stroked his side, holding him close.

Thorax's tail flicked as he began to purr a little louder.

Later on, they were once again sitting on their throne together.

This time they had Chrysalis on their laps instead of beneath their rumps.

They looked down at the members of the hive that had been gathered. They were all eagerly looking up at the pair of them, while nuzzling against each other.

The comradery Changelings had now was far beyond anything they had achieved in the past.

"Everyone, we have some news we need to tell you!" Pharynx said

The small murmur that had enveloped them all stopped immediately, and they all turned to face their Emperors.

"We've decided what we will be doing next. Next time Cloudsdale comes near, we will infiltrate it and turn every single pegasus up there into Changelings." Thorax said. "Including the Wonderbolts."

This brought a huge cheer from the changelings of the hive

Thorax and Pharynx smiled at each other. Pharynx raised a hoof to silence them after a bit.

"This will be riskier than converting a small town with only one road. Cloudsdale is a pretty big place, but it comes with too many strategic advantages to wait on." Pharynx said.

"So that's why we'll be taking a team of Changelings with us." Thorax said.

The Changelings erupted into a much louder cheer than before.

"We'll only be taking Captain ranked changelings and above." Pharynx said

"We'll need skilled Changelings to go around converting other ponies slowly but surely while we focus on the Bolts." Thorax said. "And we can't risk discovery."

"This also means we'll only be taking a few to come with us," Pharynx added

They all whined and began begging to be picked. They all wanted to go on missions with the emperors.

"We'll only be taking Fourteen with us." Thorax said calmly.

"Now, settle down so we can decide." Pharynx instructed.

They all stopped after a few more moments of murmuring. Thorax petted the purring Chrysalis as he looked them over, wanting to pick the best.

Pharynx did the same, and the two brothers each picked seven to take along with them.

Each one chosen was flying around in joy before bowing deeply near the foot of the throne.

Thorax smiled at them while Pharynx cleared his throat to address the rest of the hive.

"We studied the patterns of Cloudsdale, and they’ll be coming near in a week," Pharynx said. "That gives us plenty of time to prepare."

"Is there anything we can do now to help?" One of the majority of Changelings who were being left behind for the mission asked.

Thorax smiled and nodded his head. "We should patrol the nearby area like usual. And any ponies that get close, convert them. Any enhanced ling should be able to."

After a few moments, Pharynx cleared his throat. “Alright everyling. I think that's everything for now.” He said.

The pair got several salutes and even a few happy "Yes Masters!" Before their little court was adjourned.

The pair got several salutes and even a few happy "Yes Masters!" Before their little court was adjourned.

Two Days had passed. Twilight Sparkle and her friends would be returning from their latest trip to the Crystal Empire later in the day.

Spoiled Rich had slipped back into her life like nothing happened, just as Shield had ordered her. She was behaving as told as well, acting like she was scared straight from whatever legal ramifications she would have faced.

She knocked on the door to her husband's office, "Can I come in?"

Filthy sighed and rubbed his forehead. “Yes, go ahead Spoiled.” He grumbled.

She opened the door, walking up to his desk and placing down a rather substantial bag of bits.

"What's this?' Filthy asked, a pleasantly surprised tone in his voice

"My savings I was squirreling away. In case...you finally had enough of me. I want you to put it into Diamond’s funds." She said.

She was being nicer now. She had to earn those eggs from Shield somehow.

Filthy Rich looked confused but took the bag. "That's a good idea... but why'd you change your mind?" Filthy asked.

"I...I'm sure you heard that Shield had a talk with me the other day." She said.

"Yes, I've heard about that. I take it this one finally stuck?" Filthy said with a sigh of relief.

"Well he, he made it very clear what kind of charges he could bring against me if I got in trouble again." She said with an embarrassed look.

"Well, glad you're taking this seriously and making a real effort to change." Filthy said as he got back to work.

"Yes, I'm doing my best. I only hope it's not too late to fix things with Diamond..." She huffed.

"If you make a genuine attempt, I'm sure you'll do fine." He said as he buried his muzzle in reports.

"I hope so." She started walking out, "If you...still want to divorce me. I'd understand."

Filthy Rich didn’t respond.

She sighed as She left, closing the door behind her.

She sighed and walked out and found Diamond staring at her in the hall.

"...Who the fuck are you?" Diamond said bluntly.

"Um...what?" Spoiled asked, looking confused.

“You’re not even mad I just said Fuck! There’s no way you’re my mom!” Diamond said.

"Diamond I...I'm sorry I've been so terrible to you that the bare minimum makes me look like a completely different pony."

Diamond looked unconvinced and trotted away from her.

Spoiled took a deep breath and walked the other way.

Diamond left the house and trotted towards school.

The other fillies were already there, the CMC chatting amongst themselves while Silver Spoon sat nearby but was mostly just waiting for her.

Diamond sat next to Silver Spoon and the cmc, sighing as she brought out her books.

"Something wrong, Diamond?" Silver Spoon asked, looking at her, the CMC likewise stopping their own conversation as they heard her sigh.

"No, not really." Diamond said. "Something's just bothering me, but nothings really wrong."

"What is it?" Scootaloo asked, the CMC now curious.

"Nothing. I'm just having trouble accepting something." Diamond siad.

"Maybe we can help you?" Sweetie offered.

Diamond scoffed and rolled her eyes. "I doubt it."

"We helped you before, we can do it again," Bloom said.

"I think my Mom's a Changeling or something." Diamond said.

"What makes you think that?" Silver Spoon spoke up.

The CMC started laughing after a moment.

"See? I know its dumb. She's being weird and nice and stuff. "

"How nice are we talking here?" Silver Spoon asked.

"Nice enough to be normal." She huffed.

"huh... Well that does sound a little weird..."

"But it's good, right?" Sweetie said

"Yeah...I guess so." Diamond said with a nod.

The others nodded in agreement to that.

They moved on to another subject, but Diamond still felt like something more than just being scared straight happened to her mother.

She didn't care much about it at the end of the day. If she stopped being a bitch to her, then that was just fine with her.

Meanwhile, Just outside of Ponyville a train was approaching the town. It wascarrying Twilight and her friends.

Starlight was leaning out of the window, groaning. "Pinkie....too many cakes..." The unicorn groaned.

"You can never have too much cake!" Pinkie giggled cheerfully.

Spike rubbed Starlight's back. "I feel your pain, Star." He sighed.

Rarity decided to chip in on Starlight’s behalf. “Your cakes were as delicious as ever Pinkie Pie, but you went a little overboard.” She said.

"It was Flurry Heart's Month a versary!" Pinkie argued.

"We know," the others said in unison, a few even groaning a little.

The train came to a stop in the Ponyville Station. Minutes later, they all disembarked.

"I can't wait to nap in my own bed again," Dash said, stretching her back and wings.

Applejack snorted. “I bet you can’t. You literally sleep on clouds.” She teased.

“Uh huh.” Rainbow nodded with a shrug.
At the entrance of the station, Unyielding Shield was waiting for them. He was pulling a carriage for the Eight of them and their luggage.

"Welcome back Princess!” He called with a wave.

Twilight smiled a bit when she saw him.

"Thanks for keeping Ponyville in check while we were gone, Shield.” Twilight said.

Shield unhooked himself from the cart and trotted over to the group. “It was my pleasure.” He said as his horn lit up.

He lifted everyone’s luggage in his magic and levitated it neatly into the Carriage’s storage compartment.

“How was it on your end, Princess?” Shield asked as he shut the door.

"It was great. Cadence and Shining are doing fantastic. But we probably won't go back this often for a while." Twilight said.

"Too many train rides?" He chuckled.

"Way too many." Starlight said with a nod.

Shield smirked a bit as he opened the doors for the ponies.

"Heh. What about the hero of the Empire, how has he been enjoying the trips?" He asked Spike with a grin.

"It was fun. I got a bunch of free food." Spike said as the mares all trotted into the carriage.

Shield smirked at him and picked him up and dropped him on his back. “Nice.” He said with a grin.

He then cleared his throat after he hooked himself back to the carriage. "Ready to go home girls?"

There were several noises of assent as they were all eager to get home.

Shield turned around, easily pulling the Carriage along.

He brought each pony home one by one. This gave him the perfect excuse to plant Tapping spells at all of their homes.

Most of them went to sleep almost as soon as they got home, clearly exhausted from the trip and the long train ride.

He couldn't help but smile with how perfectly everything was going.

The disguised Changeling brought everypony to their homes and then back to the castle with Twilight Starlight and Spike.

Shield left the carriage outside as they all trotted into their home. Twilight carried in the last of the luggage from the cart.

“Now why don’t you Three go re settle while I make dinner?” Shield offered.

"Sorry Shield but I'm going straight to bed, I need to sleep and I had too many cakes." Starlight groaned, rubbing her barrel.

“If I never see a cake again, it’ll be too soon. Or whatever that stupid saying is.” She grumbled as she trotted away.

Shield smiled and shook his head. “Not a problem, Starlight. By the way, I left your mail on your desk.”

Starlight groaned out a thank you as she disappeared into the halls of the Castle.

Shield turned to the resident Alicorn and Dragon. "What about you two?" He asked Twilight and Spike.

"I'd love some gem cakes." Spike said eagerly.

Twilight looked unsure about putting Shield to even more work after carting them around, but the unicorn wouldn’t stop insisting.

"Well...if you're offering...you know I love me some burgers." She said.

"I know that Better than anyone." Shield chuckled, "By the way, your book order came in. I put them in your personal library."

Twilight whinnied in excitement and levitated her things with her as she galloped to her room.

Shield smiled as she left him alone with Spike. He always thought the alicorn was cute.

He cleared his throat and looked down at Spike.

“Come on, I'll let you snack on the cooking gems while I cook."

Spike gasped in excitement and walked off with him.

At the end of the day Shield was reporting the return of Twilight and her friends to his Emperors through telepathy.

"Thank you for promptly informing us," Pharynx said.

"My pleasure. I'm going to see if it can't deepen my relationship with Twilight. But I swear I won't convert her without your say so."

"Good. But I'll admit, even if you tried, I'm not sure you can." Thorax admitted.

"Another reason I'm waiting for your permission. Not to say I wouldn't be intimate with her."

Pharynx had a thought and interjected. “If you do get intimate with her, you might be able to weaken her mind a little bit.”

"I'll do my best. But getting her mind onto anything romantic is a hard task. There's always another book to read."

Thorax and Pharynx could hear how exasperated Shield was. He had clearly been trying to get Twilight to fuck him or somepony else for years.

"Maybe get her to read romance novels. That could help get her in the mood." Pharynx suggested half-jokingly.

"I'll try. Oh, before I forget. I'm going to get her to hire some staff, should I leave room for an infiltrator from the hive?" Shield asked.

"Yes, I actually have someling in mind. One of the first ponies we converted was a career maid.” Thorax said.

“Perfect. I'll let you know when I'm ready for her then." Shield said.

"Good," and with that, Pharynx cut the connection.

Thorax smiled at Pharynx and pulled him close.

"This has been going so well." Thorax said, rubbing and caressing his sides.

The purple eyed changeling purred a bit as his brother rubbed him lovingly.

"Yes it has. If i was the paranoid sort, I'd say too well," Pharynx said as he returned the embrace

"I'd really like to know why I only found stuff about this when I was in the badlands. But that's whatever for now." Thorax said.

He grinned as he gazed into Pharynx's eyes.

"Right now, I wanna fuck."

"You read my mind," Pharynx said with a chuckle, his cock already hard.

“You’d know if I did~.” Thorax chuckled before he pulled Pharynx into a loving kiss and laid on top of him.

Pharynx returned the kiss and eventually rolled so he was on top. "You led last time." He said while grinning down at Thorax. “I’m gonna rock your world this time.”

Thorax wanted to fight to be on top, but Pharynx knew the best places to rub him to make him a moaning mess.

And he almost immediately started to take those actions, eagerly rubbing and massaging him to push his buttons.

Thorax melted like butter in Pharynx's hooves. The blue eyed Changeling moaned as the purple eyed Changeling dominated the kiss.

This encouraged Pharynx to intensify his loving ministrations on Thorax's body.

They eventually separated from their kiss, and Thorax was moaning like a whore. "Fu~ck, Pharynx~! You sure know how to make me squeal!"

"I know," Pharynx said with a smirk.

Thorax shivered and moaned as Pharynx began licking and nibbling his neck. The entire time, their rock hard Emperor Changeling cocks were frotting against each other.

As they continued to rub against each other, Pharynx's cock eventually started to twitch.

Mid frot, Pharynx suddenly pulled back and slammed his cock into Thorax's ass, making him squeal out in pleasure.

The purple eyed Changeling Emperor thrusted into his brother at a fast, intense pace.

"Oh fuck~! Pharynx~!" Thorax moaned.

"Th...thorax!" Pharynx moaned out loudly as he continued to roughly pump away

Thorax wrapped all four of his legs around Pharynx as he fucked him like a jackhammer.

Pharynx happily returned the embrace as his cock twitched heavily in him.

Thorax’s eyes were glowing pink in pleasure as Pharynx put him through his paces. “Do it! Cum inside me already you perfect hunk!” The younger Changeling Emperor moaned.

"Alright you perfect little brother!" Pharynx moaned out loudly as he gave a hard thrust forward before releasing his seed into him.

Thorax squealed in pleasure as he felt his body flood with Pharynx's green changeling cum. Thorax's own royal cock began releasing ropes of cum all over their bodies.

Pharynx squeezed his body against Thorax's, coating the two in their cum.

They rode each other's orgasm out for a solid few minutes before they collapsed against each other in their bed, panting in exhaustion.

"I love you so fucking much!" Thorax moaned, holding Pharynx close so he couldn't pull out of him.

"I love you too, bro," Pharynx said happily as they cuddled together.

The pair of Emperors eventually fell asleep while in each other's embrace.

Author's Note

That's a wrap for Chapter 3.

It was mostly a filler chapter with some development at least. Changelings converted by Thorax and Pharynx can converted other creatures into Changelings, though they'll be much weaker.

Thorax and Pharynx make a decision on what to do next, and it looks like Cloudsdale is doomed.

Only Diamond Tiara has any suspicion at all, and even she doesn't really believe herself.

This chapter is a little longer than the first one but shorter than the second one. I hope everyone enjoyed reading it nonetheless!