Spike ran as fast as his little legs could carry him, sprinting from the boutique to the library, all thoughts of sleep forgotten as adrenaline forced its way through his veins. He slammed open the door to his home and skidded to a halt as he saw Rainbow, Rarity, Twilight, and Big Mac just sitting around laughing and chatting, "Twilight? What's going on? Applejack just told me there were changelings in town!"

"She did?" Twilight blinked, then looked serious, "Did she have you send a letter to the Princess?"

"Y-yeah, she did! I-" he began to reply but it was cut off by a belch of green flame, the return correspondence appearing in mid-air to be snatched up in Twilight's magic. With a slight look of panic, the dragon's caretaker unfurled the letter and read it carefully.

My dear student,
I just received the most disturbing letter from Spike, is everything all right?
Yours,
Princess Celestia

Twilight examined the letter carefully. There it was, the extra loop on the C in her mentor's name. It meant to reply in code so she could tell her anything even if she was under duress. The unicorn snatched up a quill and some ink and began to write a letter that said a lot of nothing, but the real message, buried in extra marks and superfluous loops, came through.

All is well. Will investigate.

She sighed and rolled up the note, "Spike, send this back to her, please. I'll have to talk to Applejack tomorrow."

After he performed his task, the dragon looked at his friend, "Are there changelings in Ponyville, Twilight? What's going on? Why is everypony here?"

"Spike, calm down, let me explain," the unicorn said, pulling her assistant close with her magic, "A lot has happened since we got back from Canterlot..."

Another explanation later, interrupted briefly by Spike trying to use the door without opening it first, and the group was sitting in relative silence while the young dragon processed the information. He looked back and forth from the bucket of goo to Twilight and Pinkie Pie, "So... you're the queen now... Pinkie's a member of your hive... Big Mac is your coltfriend... and I am going to go eat the Sapphires you stashed in the cupboard before you left and go back to sleep..."

"Well, Big Mac isn't... technically... unless he wants to be..."

The stallion considered the information before him. On the one hand, the unicorn mare had struck him as attractive when they had first met those years ago. She was obviously intelligent and likely could understand the complex mathematics involved in keeping an apple farm the size of Sweet Apple Acres as well as the science behind the hybridization that produced the particular breeds of apple they offered. She was a bit small and out of shape, but she was now a Changeling and that could be rectified rather simply, or through a more natural route such as helping out around the farm. The only bad thing was that they had had sex out of wedlock and while he wasn't an old fashioned pony by any means, his grandmother wouldn't look too kindly on the fact that he was now the unintentional father of eight insectoid shapeshifters who were the guardian of their mother who was also the queen of their race. Well, there were more cons than he cared to admit at the moment but the prospect of being with Twilight on an emotional level rather than a purely physical one was agreeable.

Realizing he had spent far too long thinking about this, he blinked and nodded, "Eeyup," giving the unicorn an encouraging smile.

Twilight smiled back, hoping that eventually the stallion would open up a bit more.

The silence returned, save for the crunching of gems from the other room before Rarity cleared her throat, "Well, darlings, I really must take my leave. It is getting quite late, after all."

"Of course, Rarity, don't let me keep you from your beauty sleep, I-" the queen's sentence was cut off as she felt something new over the connection to her, admittedly small, hive, "Oh! The eggs are about to hatch! You girls should come with me and meet them! You too, Big Mac!"

"Oh, I'd... love to," the seamstress said, barely containing her grimace at the thought of entering some slimy hole in the ground, "but I really must..."

Pinkie bounced over and smiled up at her, "Aw, come on, Rares! We're not gonna eat ya! Besides, if you're going to design and plan for a truly Queenly hive, you're gonna need to see what you've got to work with! Twi, I'll meet you at the broken bridge to help carry Mac over, I have to get some supplies for the party!"

"Party? What party?"

"Duuuh, the 'You've just been born and are really awesome already!' party!"

Rainbow just rolled her eyes, "Alright, well, if there's a Pinkie Party to be had, I can catch up on sleep at work tomorrow."

"Okay, well, let's get going, it's... a rather long walk."

Some time later, three mares and a stallion sat waiting at the ruined bridge that led to the former castle of the celestial sisters, "Twilight, why have we come back to this dreadful place? Surely you didn't place your home in such a horrid location."

"Well, it's actual down underneath the ruins themselves. There's a cavern there that used to be the training ground for the royal guards and I'm hoping to clean it up a bit and have the drones make some proper rooms for guests. Which is why I so desperately need you, Rarity. You have to turn 'insect hive' into 'subdued royal lodgings,' with not a lot of time or supplies."

"Oh, I'm sure I can come up with something. After all, I made a dress that made Rainbow Dash look feminine!"

"HEY! I'm all mare!"

"I know, darling, it's just that you present yourself as rather... tomcoltish and I know some mistake you for a young stallion at times when first meeting you."

"They do what?!"

"Easy, RD," Big Mac spoke up, "Ya don't wanna call in the timberwolves."

"You're right, it's still dangerous out here. Where's Pinkie? You don't think she got lost, do you?"

"No, she's," Twilight paused and looked upwards, then rolled her eyes, "She's running a bit late, since she had to figure out what she could carry that wouldn't weigh her down too much while she helped me with Big Mac."

"Yeah, about that, what's up?"

"Well, there's no bridge, obviously, and it's too ruined now for you to just string back up again, Rainbow. So, you carry Rarity across and Pinkie and I will team lift Big Mac."

"But, you guys can't fly, you've got no-" the pegasus was interrupted as Twilight returned to her Queenly state, noticing she was getting a little taller as time went on, and flittered her iridescent wings, "Oh, right. I forgot about those."

Twilight sat back down, snuggling up closer to the stallion next to her and enjoying the feeling of love that flowed off of him like a sweet cologne. Finally, Pinkie arrived, already back into her changeling form, and landed next to the group, "Hi! Sorry it took so long, it's really hard to learn where to put things in this carapace, but it has a lot of useful pockets!"

"Well, then, let's get this show on the road! I would like to get at least some sleep tonight!" Rainbow said, flying into the air and unceremoniously scooping Rarity up and dashing across the chasm as the unicorn nearly screamed for her life. Twilight sighed, and, using the link with Pinkie, managed to hoist Big Mac over the gap without any trouble, though it did tire them out quite a bit.

"Maybe I should convert you just so I don't have to fly you over that gap anymore," she joked, nudging the stallion in the ribs.

"Ah think ah'd rather just rebuild the bridge, Twi. Ah could have it done in a day or two, and if Ah was changed, you couldn't feed on me anymore."

"I was joking anyway, Mac."

"Oh," he said, moving into step next to her as that nagging itch at the back of his mind continued to plague him, "Ah think we'll need to, uh, take care of mah addiction here soon... It's a might distractin'."

"I know, and I still feel bad... We'll, uh, take care of that later, as soon as we get back to town, okay?"

"Ah think ah can wait that long."

Twilight lead her ragtag group down to the cavern where the eggs lay waiting to hatch. When they arrived, the queen was shocked as to how large some of them had grown, 'Chryssy, is this normal?'

'Not for basic drones, but for guardians, this is so they can be combat effective out of the shell.'

'Fascinating! Oh! Here they come!' She smiled, "Girls, Mac, meet the guardians of the Everfree hive!"

The first egg to crack open was one about the size of a foal, which was odd, but she supposed that having a smaller changeling would be useful for reconnaissance. Out came the creature, shaking off the slime and unfurling its new wings. The queen loomed over it and looked it over, "Welcome to the hive... You shall be known as... Moonlight."

The freshly born drone looked up and then bowed to its queen, "Yes, majesty."

The second cracked open and another changeling emerged. Powerfully built and as tall as its sire, this one lacked wings, possibly too heavy to fly. Twilight turned to it and looked it over carefully, "Welcome, Stoic."

Stoic bowed in turn as she moved to the next egg, naming each in turn, "Overwatch, Whisper, Nosh, Talon, Starcast, and Nephilim."

The assembled drones remained bowing before their queen until Nosh noticed the company, "Majesty has brought our first meal?"

"What? No, these are my friends! They aren't food."

"Apologies. We hadn't yet fully acclimated to the memories."

Twilight blinked, "Genetic memory? Handy."

"Oh my, such delicious memories as well, Majesty! Absolutely lovely!" said Moonlight, seemingly lost in thought.

"Twilight, darling, why do they sound so... unique?"

"They're guardians. They're designed to think on their own in addition to being part of the hive mind. Their one purpose in life is to keep myself and the hive from harm. They'll also be the ones who construct the hive according to your blueprints, Rarity."

"Well, at least they'll be helpful! Still, we should get home. It's nearly dawn!"

Queen Neoptera nodded, relaying a series of orders to her guardians and feeding them from the excess of love she had absorbed over the day to make sure they would be sated for some time. She practically glowed as she let them suckle on their first love, and she had to resist overfeeding them. When she finished, she smiled and turned around, finding her viewpoint quite higher than it had been. She was standing eye level with Big Mac, "Oh!"

"Well, I will need to take all new measurements now... but you certainly look Queenly!"

"I guess now that I have a fully fledged hive, I'm a fully fledged Queen," she said, and would have blushed if her carapace allowed it.

Pinkie Pie immediately set about throwing confetti and streamers everywhere and somehow even set up a tent under which they partied amidst lamps and games. The changelings took to it like a fish to water and enjoyed themselves, despite the fact that Stoic simply stood off to the side and hardly moved.

The group returned to Ponyville with little fanfare, slipping through the sleepy town as the sun began to rise on the horizon. Big Mac returned to the library with Twilight and Pinkie to have his addiction treated, with Pinkie keeping watch to make sure nopony interrupted their rather vigorous activities.

A few hours after dawn, a lone pegasus rose out of the Everfree and began the long flight to Canterlot.

Author's Note

Here's chapter 12 and the introduction of the guardians.

Hopefully it's not too crap. I struggled with this for a while. Next time, we find out what that pegasus is up to, how Twilight will handle AJ, and a meeting with the Princess.

Also sorry about the publish, unpublish, edit, republish, but I realized I hadn't done anything about Pinkie's party supplies... Can't have a party cannon that you don't fire!