Love is Life

by starshine_dash

Rating: mature
Tags: Changelings, My Little Pony: Friendship is Magic, Comedy, Queen Chrysalis, Romance, Sex, Twilight Sparkle, Big Macintosh, Alternate Universe, Main 6
Length: 23151

Chrysalis is dead. Her power, knowledge, and waning resources fall to... Twilight Sparkle?

The wedding was going to be perfect. It was going to go off without a hitch and then Chrysalis would have enough power to take over Canterlot, and then all of Equestria. Desperate times had called for desperate measures to feed her brood. Then that little unicorn foal had spoiled everything by rescuing the piece of furniture she'd taken the place of and ruining the whole plan!

Now, times have become even worse, and she has one last option. Transfer everything she is and has to the one unicorn in Equestria who could handle the influx of so much power... and might be willing to forgive an old nag her sins...

Note: For those of you who still don't bucking get it, the "piece of furniture" in the description is referring to Princess Cadence, known as Princess Mi Amore Cadenza, which, when I first heard it, thought was Credenza, a type of furniture. Add in the fact that there is a fic out there where Twilight uses a come-to-life spell and has sex with her night stand, in which she has Shining Armoire and a Credenza, you get the joke now hopefully.

Published 2012-11-23 22:30:01 UTC
Last updated 2016-12-25 02:44:47 UTC

Chapter 1

Twilight Sparkle unlocked the door to her library and stepped inside. She had just returned home from the after-after-reception party and seeing her brother and new sister-in-law off on their honeymoon. Spike was escorting Rarity and crusaders home and would probably end up spending the night with the three fillies. As soon as the unicorn closed the door behind her, however, she was suddenly hit with the fact that something was wrong.

Maybe it was the slight smell of copper in the air, out of place among the smell of old books and dust. It might have been the impossibly tiny drops of green that lead from the door toward Twilight's loft. As she moved further inward, horn charged with light as she lit every available lamp in the home, the sound of labored breathing began to reach her ears. Running the gamut of protective and debilitating spells through her agile brain just in case, the studious mare proceeded carefully up the stairs, following the drops of green fluid to her bedroom door. Opening it, she stood in shock at what she saw.

Laying next to her bed was a gorgeous mare with brilliant, iridescent wings that fluttered occasionally and a long, slightly curved horn. The mare looked up at Twilight's entrance and smiled, despite being surrounded in a pool of the same green liquid, "Hello, Twilight Sparkle."

Twilight's brain was briefly unable to process any information, "Who... Who are you?"

"Long ago, my name was Crystal Song, queen of the flutterponies, I was loved by my subjects, and..." her story was cut off by a violent coughing fit, green liquid falling from her mouth as the illusion flickered and fell away in a blast of green flame. Revealed before her was the queen of the changelings, severely injured and revealed to be the cause of the pool of, now identified as blood, around her, "and now, I'm a dying old nag who tried to feed her subjects and failed."

Twilight went from shocked to defensive to curious in the span of 1.658 seconds. She counted. Staring at the creature who had impersonated her favorite foal-sitter, brainwashed her brother, and almost killed her mentor, she wasn't entirely sure what to do, "I'm... listening..." was all she could say.

"Do you know why we became Changelings, Twilight Sparkle?"

"I... no. Nopony knows anything about Changelings, really."

"Will you listen? I... I don't have long."

Twilight nodded, her thirst for knowledge easily bludgeoning her thirst for revenge back into a dark hole to fester until she got over it, or turned into Nightmare Sparkle. She recalled that Pony Joe had a pool going, giving fifty-fifty odds.

"Very well. Have you ever heard of The Smooze?"

"Only in legends. No plausible evidence has ever been given for its existence."

"It existed, long ago, when I was still a pony. We were saved, eventually, but many ponies were lost, and my lands never truly recovered. Over the centuries, they turned into a vast wasteland, with naught but sand and gravel. We relied on each other more than anything, and eventually, only my love for my subjects and their love for each other and me sustained us. We changed gradually, over time, until we became what we are now, and somewhere, I lost my way. I see that now. I thought by taking over Canterlot, I could feed my brood, but they had become mindless drones of the generations, and I saw no way to change that. All I felt was their endless hunger, and that fed my desperate plan."

Twilight thought over her story fully, absorbing and collating the information efficiently. Somewhere in the back of her mind she knew the mare was telling the truth, "Why are you here?"

"Because, Twilight... I need your help..."

"My help? Why would you need, or even want, my help? I exposed you! I stopped your plan!"

"By being one of the most intelligent, caring, and powerful unicorns I've ever seen. You, and you alone, can help me."

"How can I help? I... I can't even believe I'm asking that, but, nopony deserves to die, even you."

Chrysalis chuckled softly, bringing on another coughing fit. Twilight quickly bolted out of the room and returned with a glass of water to ease the changeling queen's throat, "Thank you... I... I want you to take my place as queen of the changelings. Though, that would be an easy job, as there are no changelings left. They all died after we were flung from Canterlot. Some from the flight and fall itself, others gave their lives to keep me moving until I could find a successor."

"You... want me... to be a love-hungry monster?"

The queen scoffed, "That was only while I was flush with love from your brother and desperate to feed my children. I wasn't always that way. You'll know everything once you take over. Love is, and always will be, our source of energy and the only way we can ever be truly satisfied, but there are other ways to obtain it than simply draining it from somepony. That is an act of starvation and, frankly, madness. This is the first time I have felt lucid in over a hundred years.

I only look as I do because the wastes mutated us with the remaining dark energy left from The Smooze. It helped us survive. The ability to change our shape came later. In time, we mastered it, and used it to acquire the resources we needed to live."

Twilight had sat close and begun to scan the wounds on the queen. They were fatal, and she certainly didn't have long. Would she let her brother and sister-in-law commit unintentional genocide? Could she?

"Why me?"

"You are strong. Strong enough, I believe, to handle the influx of magic and knowledge that would occur during the transfer."

"Kn-knowledge?"

Chrysalis again nodded, "Everything that I am, will pass to you. All my memories, all the knowledge I've gained over the years, and my personality will live on in the back of your mind should ever need advice. The spell is taxing, and will require all of my remaining energy. I will be dead one way or another, I don't want my entire race to die with me."

Twilight sat there, carefully considering every aspect of the deal that sat before her. On the one hand, she would become a love-drinking insectoid who simply wore her old skin as a disguise. On the other, she would learn everything there ever was to learn about Changelings, "What... will happen to me?"

"Physically? You'll turn into a creature much like one of my drones, only independent and far stronger. You will cease to survive on food and begin to need love to survive, however, you won't have to drain it from others forcefully. I've seen how your friends think of you, and there will be much... easier ways, which you will learn about," the queen said, before another coughing fit shook her weak form. "Twilight, I must know, will you help me? My time is running out..."

Twilight processed everything she had been told as fast as her brain could manage the information. It only took her 4 seconds exactly. She looked the queen in the eyes and nodded, "I'll help you."

Chapter 2

"You... will help me? Just like that?"

"I... don't trust you. I never will, but I can't, and won't, be responsible for the genocide of an entire species, even by inaction. I can tell you're weak, and if you try to do anything that would hurt me in any way during the transfer, then I can stop you. If you try to take over my mind, I have spells in place to make it difficult, if not impossible. I am very well prepared, if you hadn't guessed."

"I would have expected nothing less, Twilight Sparkle. Please, come over here and sit on your bed."

The young mare did as she was instructed, and Chrysalis turned toward her, "I am going to touch my horn to yours. You will feel an intense influx of power. It can be... rather intense. You may need to change your sheets after."

"I've felt magic influx before, it never caused me to wet the bed."

"You would be changing them for a different reason, my dear. Now, get ready," the queen said, lowering her horn to touch Twilight's. There was a spark of power as the changelings horn began to glow a verdant green. The glow slowly flowed over the unicorn's horn, and then down over the rest of her body. The mare began to shake before her eyes went wide, pupils dilated as a low moan escaped her lips. The pleasure from being infused with so much magic was only enhanced by the flood of memory, knowledge, and love that flowed into her being.

She could feel the waves of everything passing over her like water from the sea, undulating her into relaxation even as she could feel the tingle in her marehood. Her thighs began to moisten as the pleasure caused another guttural moan. It felt like nothing she had experienced before. She rolled onto her side and snuck a hoof between her rear legs. Slipping it along the wet folds of her marehood, the unicorn cried out, the extra stimulation just enough to bring her over the edge. The concussive pulse of her orgasm shook her body as her eyes rolled back in her head. The last thing she saw before she lost consciousness was the sad smile on the Changeling's face.

Twilight Sparkle woke suddenly, the smell of sex and sweat coating her body as she felt the tacky stickiness of the space between her hind legs and the sheets upon which she lay. She looked around and saw that nothing remained of the queen who had shared such an experience with her save the pool of green liquid, in which now floated small chunks of exoskeleton and particulate matter, "Chrysalis..."

Something tingled in the back of her mind, 'Yes, my dear?'

Twilight jumped and looked around for the source of the voice, "Where are you?"

'Inside you, my dear. I told you so much would happen. I will be here for advice until you no longer need me.

"That's... convenient..."

She felt a jolt of humor from the other mind, 'I told you the spell was complicated. You may have all my knowledge and memories, but that doesn't mean you know what to do with it. I, on the other hand, can teach you.'

"If only Starswirl had this spell, we could still be learning from him."

'He invented it, without the personality imprint. I added that later on when I saw how it drove his successor mad trying to process everything...' Twilight felt the wave of sadness spill over her and the memories of the time flash through her head.

Shaking her head to clear it, Twilight sighed, "That will take some getting used to..." The mare collapsed on her bed again, "I'm exhausted."

'After an orgasm like that, I'm not surprised. You will definitely need to feed soon. Don't... panic. You can still survive on normal food, but your changeling abilities rely on love and you won't ever feel fully satisfied on hay fries and pancakes alone.'

"Did I tell you that you could poke around in my mind?"

'I can't not. It's part of the integration. Get some breakfast, it's morning now, then maybe clean up what's left of me, please? I... It's a bit disturbing to see.'

Twilight used the little energy she had left to clean the entire pool into a bucket, which she decided she would bury in the back yard with a small memorial, vaguely labeled to ease questions, "Time for breakfast," Twilight said as she turned to head downstairs, the bucket safely hidden in her closet. She sniffed the air and was again hit with the smell of her own musk and sweat, "Maybe a shower first, in case Spike comes home?"

'Oh fine, I like the way you smell.'

"I'm sure the stallions in town would too, but I don't need to do that to Spike."

'He's only five years younger than you, I'm sure he can-'

"Nope! Nope! Not thinking about that with my number one assistant and almost like a son to me!" She shouted to the air as she dove into the shower, turning the water on ice cold to cool the tingling the thought sent unbidden into her loins. "Besides, he's a baby dragon, I doubt he's even physically capable of... that."

A chuckle passed through her mind from Chrysalis, 'You really are quite shy, aren't you? That should pass, soon, otherwise getting the energy you need is going to be hilariously embarrassing every time.'

"Well," Twilight said as she turned the temperature up and got out her body wash and poof, "I'll burn that bridge when we come to it."

'You should also probably stop talking to me out loud. That might cause things to be a little more difficult.'

'You're right, I guess I'll just be spending a lot of time "Lost in thought" as it were.'

'You learn quickly, something which I never doubted.'

The water splashed over her and rinsed out the last of the body wash and shampoo, moving to dry herself off, Twilight rolled her eyes, 'I have a long day ahead of me, so please try to keep quiet for most of it? I have to dust the library, help Rarity unpack, and see if AJ needs any help catching up around the farm!'

A slight thrill passed through her body from her mental companion 'The cowgirl? She'd be a great first try for you, actually. Here, you'll need these...'

Memories, spells, and knowledge flashed through Twilight's mind, brought up from the depths to the fore to be absorbed, cataloged, and readied for the day. She stumbled down the stairs to the main room of the library as she went over everything. Seducing Applejack did seem like an excellent first try, and if she fell through, there was always her brother. He was quite the stallion and did, in fact, still have Smarty Pants hidden somewhere. A useful conversation starter at least. 'Oof, please warn me before you do that! I'll... I'll try. I make no promises.

'Even a hug will be good enough to keep you on your hooves for a while, but more would be better. I hate to suggest it, but try and steal a kiss.'

"I'm not going to just waltz up and kiss one of my friends!"

There was a small throat clearing motion from behind as a familiar male voice spoke, "Well, that's good to know, I guess. Did I miss something, Twi?"

Twilight whirled around, a manic grin on her face, "Hi Spike! Did you have a good sleep-over?"

Chapter 3-3

The two mares collapsed back onto the bed, shuddering in the final throes of their shared pleasure. The scent of sex hung heavy in the air as they gasped for breath. Rarity placed a hoof on her forehead and blinked a few times, "Twilight... What just..."

"I think we just... had sex..." Twilight replied, looking equally confused.

'You don't say.'

'Let me enjoy the afterglow, then you can mock my naivety.'

"I know that, darling, but why? I'm not even really... into mares..."

"I... didn't think I was either. It must have been a side effect from being around all those changelings." the librarian lied as she rolled, shakily, to her hooves, "We should, uh, clean up."

"Indeed, it wouldn't do to have this particular odor coming off us when we journey to Sugarcube Corner for lunch."

Twilight smiled and nuzzled Rarity as the two mares headed to the seamstress' luxurious bath. Her body felt charged with power and magic and it felt better than anything she'd felt before. Even the elation when she first used the Elements of Harmony was nothing compared to this. The love that had flown from her friend into her own form was amazing.

'I told you it would be worth it, did I not?'

'You did, but I didn't believe you. I feel... amazing!'

'It is impossible for me to lie to you, anymore, Twilight.'

'I know... Now, how do I handle this as her head clears.'

'It's not her I'm worried about. You can't lie well at all and the Apple one will see through you like a scanty negligee.'

Twilight rolled her eyes as Rarity finished filling the tub and the two climbed in. As she lowered herself into the water, Twilight's cares nearly vanished completely, "Aaah, I forgot how good a nice bath feels..."

Rarity smiled across from her, running a rear hoof over the other unicorn's inner thigh, "Those showers you are constantly taking are absolutely terrible for your coat, darling."

Twilight shivered, "I know, but I have so much to do. I can't just sit down and spend an hour soaking in a tub."

"An hour is much too long. Anyway, you seem to be so much more... radiant? than your usual bookish self, and I never would have expected you to come onto me so forcefully. Are you alright, Twilight?"

"I'm better than alright, Rarity. I feel amazing."

"You look amazing. You definitely did not look this... exceptional before the wedding, my dear."

"I... I found a spell!" Twilight said, grimacing a smile and shifting her eyes.

Rarity simply narrowed her eyes, "You lie almost as poorly as Applejack."

The librarian sighed, "Yeah, well... The truth is far, far more complicated and you probably wouldn't believe me."

Leaning over and placing a caring hoof on her bath-mates own, she smiled. "Well, it's probably something simple, and if it is embarrassing, my lips are sealed. You will have to imagine the motions Pinkie goes through, as I will not be performing them," the seamstress said, laughing slightly.

Twilight joined her in the laugh, relaxing a little.

"But, seriously, tell me, what's going on? It can't be that bad, honestly. It is not like you're actually a changeling or anything, you would have been blown out of Canterlot like the rest of the beasts!"

"Fuuunny you should mention Changelings, actually," Twilight said with a nervous smile.

"What?

What?

WHAT?!"

Chapter 5

Twilight waved her hooves around to try and calm the rapidly panicking mare who shared the tub, "Whoa! That's not what I meant, Rarity! Calm down, let me explain!"

Rarity's eyes narrowed as her horn glowed, various implements surrounding Twilight in a halo, many of them sharp, "Explain quickly!"

'It was going so well, too...'

Twilight closed her eyes and her horn glowed, "dispelling" the "Illusion" that she was, in fact, sexier than Fleur de Lis could ever hope to be, and returning her to the slightly pudgy bookworm she'd always been. There was no flash of green fire, her horn color was the same as it had always been, and no other signs of Changeling were present, "See? I just copied their spell... I wanted to be pretty..."

'Quick thinking, and good job hiding your magic color. None of us could ever figure that out!'

'Magic colors can change over time, so that's why I didn't recognize it at first, but it takes a severe incident to do so and it still "matches" the unicorn who uses it. I'm surprised I didn't notice with you sooner.'

'You had other things on your mind, and honestly, who would have expected changelings?'

Rarity interrupted the mental conversation by visibly relaxing and putting her weapons back where they belonged in short order, "Twilight, darling. You may not be Fleur, but you have your own undeniable beauty. The only reason that stallions aren't breaking down the door to ask you out is because they're intimidated by your status, and that breaking down your door would probably result in a quick visit to the moon for a very long period of time."

Twilight blushed on hearing that, then cleared her throat, "So I figured I'd show you when I came over. Then, well, one thing lead to another..."

'And another... and another... I didn't know you could do that, honestly, and I was mimicking then Princess of Love...'

The librarian mentally snorted in humor and climbed out of the tub, grabbing a towel for herself and Rarity, "We had better get unpacking and then get over to Sugarcube Corner. After that, I'm absolutely starving."

'Hah, no you're not!'

'Appearances must be kept until I can sort this out, Chrysalis.'

'We share a head, call me Chryssy. Oh, and you might want to head to that Zebra and get some anti-conception herbs unless you want to start breeding drones next week'

The gears in Twilight's mind stuck for a moment, as if one of them was missing a tooth, before spinning into rapid motion, 'By the moon, how did I forget my estrus cycle starts next week!?'

"Twilight, darling, are you okay? You seem to have gone into shock..."

Shaking her mane, the unicorn responded, "Sorry, I just remembered that next week is... my week..."

Rarity tilted her head, "Oh? ...Oh! Oooh... Well, I'll be sure to swing by the library and bring you some calming tea and take Spike off your hooves."

"Please... I don't... not with him around..."

The seamstress shivered slightly as she blushed, "Oh, but I do... Oh dear, did I really just say that out loud?! Twilight, you must not tell anypony!"

Twilight blinked a little. Rarity's admission had shocked her. She'd known Spike crushed on the mare for the longest time, but the fact that the attraction was returned was news to her, "Well, just be careful, you know how he can get when he gets what he wants."

Rarity blushed even more at Twilight's smirk, "That's part of what thrills me..."

Twilight blushed as well and the two finished drying and began to unpack Rarity's collection of clothes in an awkward silence. Finally, though, Twilight had spoken up, "So, what if I had been a Changeling?"

"I'm... not sure. I'd mostly be wondering how it had happened, considering that you would have been blown away from Canterlot with the others had you been one then."

Twilight nodded, "What if I told you the Queen had come to me, to apologize, and transferred her powers to me before she died from the wounds inflicted when my brother and Cadence united?"

"I'd find that extremely hard to believe without evidence, and now I'm wondering why you're asking."

"No reason in particular. Wishful thinking, perhaps. Well, not her death. I have always believed that everypony can be redeemed. Especially since we saved Luna. Though, you have to wonder what the hay she was doing while the Changelings were wrecking up Canterlot."

Princess Luna sat in her chair, a pair of headphones covering her ears as she felt herself become absorbed in the music flowing through them. Her eyes were glued to the screen as the controller in her magic shook slightly from nerves. The release of the remastered Sunny Town collection had allowed her to wander in the hooves of Hairy Mason in search of his daughter Cherry, and now as Sunder Land as he searched for his wife. The audio landscape had her completely absorbed when a large explosion rocked the castle, causing her to shriek and dive under her bed, where she continued to play the game after grumbling about loud weddings.

"I told the princess that getting her to adjust to modern society should omit video games until later, but she just had to give her that Xbuck 360 for Hearth's Warming," Twilight said, rolling her eyes and placing the last roll of fabric in its designated spot. The two shared a laugh as they left, heading for Sugarcube Corner and a lunch with Pinkie Pie.

Chapter 6

Twilight pushed the door to Sugarcube Corner open with her magic and allowed Rarity to enter first, the two mares were assaulted by the wonderful smells of baked goods and Twilight got the added whiff of somepony who had just finished doing something very, very naughty.

"It smells wonderful," she said at the same time Chrysalis thought it.

Suddenly, a pink blur appeared down the stairs, "Hi Rarity! Hi Twilight! How are you? I'm doing great cause today's my day off and I've been spending all day getting to know myself in new and exciting ways so I hopefully don't ever freak out and turn into a saddy sad-sack like I did that one time I forgot it was my birthday. Honestly, how could I forget my own birthday?"

As the pink one continued to ramble, the changeling in Twilight's head sighed, 'Does she ever breathe?'

'My latest theory is that she has trained herself to talk in the same pitch and cadence while inhaling, turning her vocal cords into something like a harmonica.'

'Hi, Twi! Who ya talkin' to? I thought I was the only who talked in this space? Oh! It's Chrssy! Hi! No hard feelings, really. Changelings are really cool! Can I have the ability to change shape? Huh? Can I can I can I pleeeeease? I promise I'll only use it for good! Wait, Twi, why's the queen of the Changelings in your head?'

To top off the weirdness of this situation, Pinkie was still talking to Rarity about designing a new dress based on cupcakes and cupcakes based on dresses.

Twilight could only gape and blink for a few moments before she shook her head, 'Pinkie, come by the library later and I'll explain, okay?'

'Oki Doki Loki!' Pinkie thought back and finished her rather one-sided conversation with Rarity, "So what's up? Here for a snack? or to have me plan a party?"

"Well, we just spent the morning unpacking my luggage, so we are rather hungry, darling."

"Oh! Well, in that case, have a seat and I'll get us all something! Just need to wash my hooves first!" she said, bouncing off to the back room.

The two unicorns looked at each as three voices said in unison, "I don't want to know."

A few minutes passed and Pinkie returned with lunch for the three of them. They ate, Twilight barely able to enjoy it as Chrysalis tuned into her taste buds and moaned in pleasure with every bite. Once the lunch was finished, the two unicorns excused themselves and left, Rarity returning to her boutique as Twilight made her way to Sweet Apple Acres to help her Earth pony friend catch up on all the applebucking she missed during the wedding.

On her approach she felt an odd sensation, waves of something more than normal friendship as Rainbow Dash flew overhead and settled into orbit around the unicorn, "Hey, Twi, what's up?"

"I promised to help Applejack catch up on her harvest, considering she lost almost two weeks of work to the wedding. Hopefully my magic can help make up for that."

"Yeah, I feel ya, I'm still running damage control with the weather team. I left Cloudkicker in charge, but keeping Derpy from screwing up requires a finer touch than she has..."

"I don't know why you keep calling Ditzy that."

"Her eyes are always derped, besides, we talked, and she's cool with it. She knows I'm not making fun of her for how she is after the head trauma. and the head trauma."

Pinkie Pie popped out of a bush and glared at Rainbow, "Hey! No making references outside the show!" she shouted before vanishing again.

The two just stared at the bush, then glanced at each other and shrugged, "Pinkie Pie." they said in unison before continuing along the path to the Apple homestead.

Twilight couldn't let the feeling go, "So, um, Rainbow? How do you feel about me?"

"What do you mean? You're my friend, and an awesomely powerful unicorn. You're a bit of an egghead, but I can let that slide."

The librarian rolled her eyes, "That's not what I meant. I meant... Do you ever feel anything other than just friendship?"

The waves of feelings rolling off the pegasus twitched, then fluctuated wildly. Fear, shock, and annoyance all overpowered the love that had been there, "I, uh, have no idea what you mean. I'm not a filly-fooler."

"I'm not saying you are. You can love another mare without loving another mare. And please don't use such terms around me, Rainbow. They're offensive."

"So you are...?"

"Well, not really. I've discovered I like both stallions and mares recently. Of course, that could just be misreading the data considering my cycle is next week."

"Oh, eesh, that's always fun. Mine's next month, so if you don't see me for a few days, it's because I've locked myself in the house and am probably screaming into my pillow for... various reasons."

The two shared a giggle before Rainbow facehooved, "Right, I gotta go see if I can catch a thundercloud Derpy left over by Whitetail Woods. I'll talk to you later." the pegasus said before swooping off.

'That mare has some issues, I think.'

Twilight sighed as she approached the barn, where she could hear Applejack's voice coming from inside, 'When I first walked into that library two years ago, I said that everypony in this town was crazy. I was right.'

'Well, now you fit right in with a voice in your head telling you to do things and an insatiable craving to be close to your friends.'

'I once petitioned Princess Celestia for the funds to conduct a psychological study of Ponyville. She said there would never be enough bits in the budget to scratch the surface.'

'So the lunatics run the asylum?'

'What do zealot worshipers of Princess Luna have to... Oh! You were using the more modern colloquialism.'

She could almost feel the changeling queen double face-hoofing in response, 'I knew I should have picked that one mare named Trixie...'

Twilight shuddered involuntarily, 'The Great and Powerful Changeling Queen would probably have ruined the entire world by now.'

'You're probably right...' Chrysalis gave a mental sigh as Twilight reached the barn.

Chapter 7

Twilight carefully slipped inside the barn through the open door and waited patiently for Applejack to finish the lecture she was currently giving the cutie mark crusaders. The changeling unicorn could feel the waves of sisterly love tainted by slight annoyance behind the words.

"Now, ah know you three really want to get yer cutie marks, but muckin' about tryin' to build yer own Cider Squeezy doohickey ain't the way ta be doin' it! Y'all wasted three barrels o' apples in yer 'test runs' and now Big Mac an' me are gonna have to work triple-time to make sure there's enough for tha season! Y'all are lucky ah don't tan yer hides."

Twilight cleared her throat just loudly enough to draw attention, "Hello, everypony."

"Oh, hi, Twilight. Sorry ya had to hear that. You three run along now. Try ta stay outta trouble this time!" the farmer said as the three fillies scarpered.

"It's fine, Applejack. Those three can be quite the hoof-full. I'm here to help, as promised."

"Ah can't thank you enough, Twi. With the weddin', we were already behind and now, with that durn experiment of Applebloom's, we're even further behind! If y'all can, can you harvest the west-thirteen rows? It shouldn't be too hard with yer magic."

"No problem, A.J. I'll get right to it," the unicorn said with a smile and trotting out of the barn with the farmer following her.

"If ya need anythin', I'll be in the east-four and Big Mac'll be in the west-twenty."

"Thanks."

The two separated and Twilight moved out to the designated area of the farm, passing by the area where Big Mac was already hard at work. She paused for a moment to appreciate his technique. She watched as the stallion shook some sweat out of his mane, tossing it over his head and then wiping his forehead with a hoof. He turned away from the tree and dug in his hooves, muscles rippling up through his shoulders and along his back as he brought his rear end off the ground. His body hung in the air for a split second before his powerful hindquarters launched his attack at the tree. His hooves struck perfectly and every apple in the tree gave up its hold on the branch and fell to land in the baskets scattered beneath the tree.

Twilight felt herself flush at the display of prowess and power.

'Now that, my dear Twilight, is a stallion.'

'I've seen him work before, but... this feeling is new. I've never... Wow, I think I need a cold shower...'

'And you are one hundred percent positive that your week doesn't start yet?'

Twilight ran the math in her head before running off in the opposite direction of the handsome stallion she had to tear her eyes away from, "Bad! Bad, bad, bad, bad! I forgot to carry a one! Oh no, this is so very much not good. Zecora! I need to get to Zecora!"

'Or you could turn around, seduce that hunk, and start building a proper hive.'

"I couldn't do that. Applejack would kill me! Likely with fire!"

'That is predicated on her finding out. I can teach you a memory spell that will just make him think he's exhausted and sweaty from bucking trees instead of you.'

Twilight stopped her gallop, leaning against a tree. The burning heat inside her was getting worse, possibly prodded on by the flashes of techniques given to her by the changeling in her head. Her legs felt weak and it was taking all of her effort not to collapse and crawl back to the magnificent specimen she had left behind. Breathing heavily, heart throbbing in her ears as her body began to ache with need, she was unaware of the hoofsteps approaching her.

"Miss Sparkle? Y'all feelin' alright?" came the deep thrum of Big Mac's voice, sending a shiver up the unicorns spine.

She turned with a predatory gleam in her eye as her irises flashed green briefly, "Big Macintosh. Do you know what estrus does to a pony?"

His eyes went wide and he began to back away slowly, "Now, Miss Sparkle, ah'm sure ah can get AJ over here with some herbs to help ya with that particular situation, but Ah..."

The stallion was cut off by a surprisingly forceful kiss from the mare in heat, "You're here now," she said after playfully biting his lower lip as she pulled away from the kiss. The act had provided an opportunity to transmit a spark of her own hormonal surge into the stallion, helping get him in the proper mood, "I've never been with a stallion before, Mac. Make me a mare..."

Macintosh swallowed, his mouth suddenly dry as he felt a familiar stirring in his loins. He was unsure where to catalogue this particular moment. Under "dream come true" or "Things AJ will kill me for." At the moment, it didn't matter, his body was responding to the pheromones and his deliberate thought processes were rapidly losing the battle for dominance. All it took for instinct to bludgeon logic into unconsciousness and bury it in the closet was for Twilight to flick her tail across his nose and expose herself.

Far away, on the opposite side of the farm, Applejack's ears perked up and she looked around as chill went through her body. She narrowed her eyes at the tree in front of her, "Why do ah get the feelin' ah'm gonna be beatin' my brother senseless later?"

Author's Note

Prepare thyselves, I am about to attempt clop.

Twilight vs Big Mac (Cloppity clop clop)

Twilight's body was consumed by lust. Her body was oozing pheromones from every pore. Her marehood was rapidly becoming wet with lubrication and filling the air with her scent. She'd never done this before. Sure, she had fantasized about it, but usually with a stallion more her size. Somepony like Caramel or that earth pony with the hourglass cutie mark she could never remember the name of.

All of her thoughts and senses focused on her nethers as Mac lifted her tail with a hoof and planted his muzzle against her marehood. The hoof that lifted her tail moved across her flank and slid down her cutie mark, sending an extra tingle through her body as his tongue got its first taste of her pussy.

Mac's mind was rapidly being subsumed beneath the lust, but he remembered enough from prior experiences that Twilight tasted unique. Slightly tangy, as was expected, but sweet as well, with an almost honey texture. He moaned, a low thrum that transferred into his companion, and slid his tongue in further, slurping around the entrance to her most intimate place. He pressed his attack, flicking his broad muscle across Twilight's clit and sniffing deeply, the scent driving him mad as his cock hardened.

Both were panting heavily as Mac stood and moved over the smaller unicorn. She had enough presence of mind to use magic to guide his massive stallionhood to her entrance, where he grunted at the feel of those hot lips at the tip of his flare, "Twi... This... might be a bit big for ya..."

"I don't care, Mac... Just rut me."

He pressed himself forward, taking a half-step as he pushed inside. It was a tight fit, tighter than he'd felt before. He no longer doubted that the mare below him was a virgin as he pushed in more.

Twilight felt his cock enter her at an excruciatingly slow pace. She had never felt so full before in her life. It hit nerve clusters she didn't know ponies possessed and her eyes slowly crossed until his flare collided with her cervix. She looked back to see that he was barely halfway. His height wasn't the only thing that made him "Big" Macintosh it seemed. He repositioned while she lowered her front half to the ground to help brace the inevitable thrust. He pulled out slowly and thrust back in, bringing a grunt out of the unicorn.

Mac slowly began to increase his force and speed as Twilight's plot loosened up. He never went too hard, despite his instincts telling him. He didn't want to break her. As the pleasure slowly overwhelmed Twilight, she noticed something.

It began as a tingling in her hooves, spreading slowly up her legs. Looking down, she noticed her purple coat fading into black chitin as holes formed. Her mane flopped in front of her face, darkening slightly as holes formed in it as well. Unable to form words, even in her mind, all she could express was confusion and lust. Despite the transformation, it felt better than just sex could ever feel.

'Ah, right, I forgot to mention. Your first actual rutting completes the transformation into a queen. You've had some minor transformation before, like you showed with Rarity, but now you will have all the abilities of a full changeling. Don't worry, you can just disguise yourself again when you're done.'

Twilight didn't care, she just fluttered her new wings happily, humming them against the sides of Macintosh's barrel. The stallion kept going, until he finally tensed and groaned. A new sensation plowed through Twilight's mind as she felt herself being filled with Mac's seed. Her own orgasm flared and she saw stars.

"More..." she panted in the odd everytone of a Changeling...

"Twi... ah can't..."

"MORE!" she shouted and her horn flared, forcing his organ back into rigidity and squeezing his prostate. His balls were worked over as well and he moaned as he felt himself cum again. He couldn't stop as he filled Twilight to the brim and beyond, his seed spilling over and splashing onto the grass as she was full.

Finally sated, as there was no more room to put anything inside of her, Twilight let Big Mac go and staggered away as the stallion collapsed against a tree, breathless and stoned on endorphins. She looked herself over. Her carapace was shining in the sunlight and the green sections around her middle had stretched to accommodate the sperm she had extracted from the male. Her insect-like wings fluttered as she smiled and conjured a small mirror to look at herself. It was held in a mostly-purple glow, tinged with green as she looked at her new jagged horn. At least her eyes had stayed the same, minus the new cats-eye pupils.

'Enjoy yourself?'

Surrounding herself with green fire, a none-the-worse for wear Twilight Sparkle smiled and nuzzled up against Big Mac, casting the memory modification spell, 'Very much, though I'm sorry I lost control... I didn't mean to do that too him...'

'With time comes control. We'll work on that while you build your hive. You need someplace to keep all these drones you're going to lay.'

'First I'm going to use this boost of power to clean up this mess and finish Mac's work and my own.' The mare thought to her mental companion before smiling once more at the now-sleeping stallion and walking off into the orchard.

Author's Note

Oh dear Celestia this is terrible, but, here you are. Twimac clop. Terrible, terrible, clop, but clop nonetheless. You have no idea how embarrassed this makes me. Why does writing pony sex make me feel like I'm revealing the darkest secrets of my psyche on national TV?

Chapter 7-2

Twilight moved down the trees at a pace that kept her from jostling her bloated belly too much, picking the apples off in her magic and depositing them in the baskets. It was quick work and she managed to finish both hers and Mac's sections before Applejack came to check on her. She was glad the illusion of being Twilight hid her swollen body.

"Hey, Twi, how's it goin'?"

"I just finished."

"Ah really can't thank ya enough. You seen Big Mac?"

"Yeah, he finished up and collapsed underneath a tree." she said, lying through omission.

Applejack smiled, "Well, lemme treat ya to dinner. It's the least ah can do fer all yer help."

"Oh, no, I couldn't. I have to get to Zecora's for those supression herbs."

"Alright. Well, don't let me keep ya, then." the farm pony said, giving her friend a hoofbump before wandering off to find her brother.

'Lying to the element of Honesty? And succeeding?'

'She was never good with picking out that she wasn't being told all of the truth, so it works out.'

'I also know you're not going to Zecora's. You don't need those herbs anymore.'

'True, I'm going to find a place to build a hive, and I think I have the perfect idea...'

Some time later, the new queen stood before an ancient stone ruin, much of it having crumbled with age and still more having been destroyed during her first trip to them almost three years ago. Fluttering her wings with a grin, she wandered until she found a stair descending into a darkened tunnel. Much of it was collapsed, but a path through was still available. Reaching the end, she opened the door to a large underground cavern. Weapons and armor were strewn about. Training dummies rotted on their posts.

"Welcome to the training grounds, Chryssy. Celestia's private army trained here, and now the conditions are perfect for a hive."

'Buried deep underneath the old castle, where Tia and Lulu will never look. Brilliant, my dear!'

Twilight nodded and began to lift some things out of the way, "I'm going to need to get some supplies..." she muttered to herself before groaning and falling over, her distended abdomen squirming disturbingly, "Already?!" she shouted as the first egg fell free of her body.

'Given how much love you've consumed today, and how much seed the stallion donated, I'm surprised you made it here first. These first drones will be your strongest and smartest, perfectly suited for royal guards.'

The process was surprisingly painless, and soon she sat next to a group of eight glistening eggs, their occupants squirming already, "How long until they hatch?"

'At least a day... Wait, Twilight, what are you thinking?'

"I can't be here all the time, you know that as well as I. I need some way of controlling them."

'I have a spell for that, actually. I've used it before when I sent sub-swarms out on extended missions. I call it...

Harbinger...'

Author's Note

Another one of those "Short but because of commercial break syndrome" chapters.

If you can't guess why Chryssy's spell is called that, then I'm sure someone else in the comments can tell you.

Chapter 8

Twilight decided now would be the perfect time to test out her new wings and, after some quick lessons from the former queen in her head, was flying low over the trees of the Everfree back to Ponyville. Something itched at the back of her mind and she sighed, "I still need to get those herbs to keep up appearances..." she muttered to nopony in particular and landed out of sight of the shaman's tree. The prankster instinct of the changelings was tempting her to walk up as somepony other than Twilight Sparkle, but her acting had never been very good. It would take some practice first. Concentrating, there was a brief flash of purple fire as her changeling form was overwritten by that of her original self.

She approached the door and knocked lightly twice. Shortly, the familiar zebra appeared and opened the door, "Ah, Twilight Sparkle my friend, so nice to see you again. What can this secluded mare do for one so fair?"

Twilight blushed a little at the compliment, "Oh, it's just, my estrus cycle is coming soon and I was wondering if you had some of the herbs that can suppress it laying around."

"Ah, the time of the year that all stallions learn to fear. Please come in and have a seat, while I find just the thing to ease your heat."

Twilight followed the zebra into the hut and sat down near the table by the window, examining one of the myriad odd artifacts the shaman kept around. She felt odd, as if somepony were watching her, "Zecora, do you have other company? I feel like I'm being watched."

"This is the Everfree, my dear mare. Many things may stir the air..." The zebra hesitated after she brought down a jar and eyed Twilight closely before raising her eyebrows slightly, "The Element of Honesty I may not be, but I see now you have been lying to me. You are not here to soothe the burn, so what is it you are here to learn?"

"Learn? Nothing, why? What is it?"

"You did quite well, I admit, in hiding your smell. What ill do you dare to bring, my little changeling?"

Twilight's eyes snapped open wide as she stared at the mare across the room, who was now staring her down with an almost Fluttershy intensity. Their eyes remained locked together for some time, as the unicorn mentally panicked.

'Oh no, I've heard of them before... Zebras trained to hunt down Changelings. She's a Mwindanji!

"Zecora, please, let me explain! I'm Twilight, really!"

The shaman dropped all pretense, and with it, the rhyming nature of her speech, "Tread carefully, for I will know if you speak any lies," she said as she downed a potion and her eyes began to glow silver, "The aura of a changeling is about you, child. You cannot deny this."

"I won't deny it, just, listen, please?"

The zebra nodded slowly and Twilight launched into the long tale of how she became the new queen, leaving out the bits about her friends and the new royal guards that were growing in the new hive.

Almost a half an hour later, Zecora nodded again and placed a hoof softly on the mare's shoulder, who had dispelled her illusion to prove her point, "Very well, I believe your tale. I am glad we will not be enemies. I had feared you were from the old hive, sent to retrieve an exile."

"An exile? What are you talking about? Is there another changeling here? Don't tell me you're a changeling!"

The shaman laughed and smiled, "No, no, not me, my dear Twilight, but somepony you would definitely know on sight! Mebulu! It is safe, you may come out."

Out of the shadows beneath several piled masks slunk a changeling, looking exactly like one of the hundreds of drones that had attacked Canterlot. This one however, carried itself with a shy and intelligent air, compared to the animalistic hunger the others had displayed.

"Err, Hello there?" Twilight offered hesitantly.

"Hello... You're Chryssalis' successor?"

"Yes, I'm Twilight Sparkle."

"That's a pony name, not the name of a Queen..."

"Erm... How about... Neoptera?"

The changeling nodded, "Much better, I'm Sc- er- Mebulu. I was exiled for trying to convince the former queen that naturally built love was healthier and better in the long run than magically stolen..."

"That's horrible..."

'In hindsight, I should have listened to her.'

'Yes, you should have! But we'll argue about this later!'

"I was a Mwindanji of my tribe. When I first met Mebulu, she was just another target, until she convinced me to listen. Now she is like a daughter to me. The others in my band were not so inclined, so we escaped as far from Zebrica as possible."

"So you said I would know who she was?"

"Yes, she is very close to your friend's sisters."

"So she's a student at Cherilee's school?"

"Among other things. You see, Twilight, that my Mebulu..." There was green flash at a wink from the shaman, "Is your friend Scootaloo!"

The orange pegasus filly grinned up at the queen, "Hi!"

Twilight blinked a few times, looking from Scootaloo to Zecora and back again a few times, "I see," she said before passing out cold.

"Oh dear, Mebulu, I think you broke her."

The changeling changed into a copy of her house-mate, "From her pose, we can infer."

The original rolled her eyes and went to get the smelling salts, "I have told you many a time, that you lack finesse with your attempted rhyme."

Author's Note

Apparently I can channel Zecora tonight. Weird. Her rhymes came really easily.

Chapter 9

Twilight's sensitive nose flared and she gagged on the potent aroma of the smelling salts that Zecora had passed underneath it. She shook her head and looked around, seeing two Zecora's, "Did... Okay, which one of you is Mebulu."

"I thought this would be a good test, to help you tell a changeling from the rest," said the zebra on the right.

The zebra on the left nodded, "A Mwindanji is trained for many years to notice the subtle things and have no fears."

"To separate the real from the fake, less than a second for the best does it take."

"So how do I tell?"

'You are a queen, it is instinct. It's the one on the right.'

'How can you tell?'

'Breathe the air, notice the subtle undertone of mint below everything, most noticeable around the pony on the right. Her coat is also just slightly darker, unnoticeable to the untrained eye, but yours is, can you see it now? If you look really close, you can still see the segments of her eyes in the right light.'

Twilight turned to the right confidently, "You are Mebulu. Having the former queen's imprint teaching me everything is useful."

"I can imagine it would be. Is she sorry for what she did in Canterlot?"

"She is. That is the only reason why I agreed to take up the mantle. That and I did not want my brother and sister-in-law to have an act of genocide staining their souls. Though, that brings up the question, you were in Canterlot, how come you weren't blown away with the others?"

"Your brother and the Princess' spell only targeted those changelings with ill intent, so I wasn't affected."

"Hm, well, Cadence is the Princess of Love, so I'm sure she knew if there were any exiles in Canterlot living safely and happily that they weren't part of the attack..."

"She does seem like the type."

"But how come Chrysalis didn't notice?"

'I was distracted by your brother being a fabulous piece of flank and my plans for taking over the world, remember? I didn't have the time to care about an exile.'

Twilight's brow furrowed as she attempted to glare into her own head, bringing a small giggle from the two zebra's watching her. 'Rule number 3: You are never allowed to refer to my brother as a piece of flank ever again OR show me any memories involving him!' She mentally shouted with a shudder.

'Ah, inhibitions and taboos, how cute!'

"Twilight, you're spacing out on us,"

"Sorry, making a new rule for Chrysalis to follow. We have a standing deal where if she violates any of the rules I make for her, she's gone and I find a way to change back into a pony permanently."

Mebulu nodded, "A good idea."

Twilight smiled slightly before assuming her original form, "Anyway, thank you both for everything, but I really should be getting back to Ponyville, it's getting late."

Zecora tilted her head slightly, "By all means if you must go, please do not hesitate to do so."

"I'll see you again soon, I'm sure. I'll be passing this way regularly until I find a new hive and set up a teleport beacon."

"Please don't turn into my mother," begged Mebulu.

"I won't, I promise. If I start to turn into her at all, please tell me. I hope with my friends around though, I won't become what she was in the end."

The trio shared a brief moment of silence before Twilight left, teleporting back to the library as soon as neared the edge of the forest. Opening the door, she saw an interesting sight before her. Rarity and Spike were sitting rather close together reading a book while Pinkie and Big Mac were discussing apples. When she entered, all four of them zoomed up close to her and smiled, "Hi... everypony... What brings you all here?"

"Well, darling, I was simply teaching Spike about why you needed him to stay with me for a week. I think he's old enough to understand that, finally," said the seamstress with a subtle wink.

"I came over to talk about that thing you were talking about while I was talking to Rarity earlier!" bounced the party pony.

"Ah... Actually don't rightly know why ah'm here, Miss Sparkle," said Big Mac through a rapidly growing blush, "Ah musta had it in mind to get a book on farmin', but fergot what it was when ah got here..."

"It's fine, Big Mac, really. I'm sure we can find it easily enough. Thank you for agreeing to take care of Spike, Rarity. Will you be okay with her, Spike?"

"Of course, Twilight, and I totally understand not wanting me around. That would just... be all kinds of creepy and awkward forever."

"I agree... Well, Pinkie, if you'll wait upstairs while I help Macintosh find that book, I think we'll be all set."

'So why is Big Mac here?'

'I don't... Oh, horseapples...'

'Uh-oh, what didn't you tell me?'

'I forgot... Your lubricant is now highly addictive. Usually it takes longer to take effect since it has to be absorbed through the skin of the penis, but, he knows how to please a mare so he dove right in and got a snoot-full. I wouldn't be surprised if he starts experiencing withdrawal tomorrow morning.'

'So he has to... do that... with me regularly or...?'

'Well, it's much more potent if actually ingested, and given that it was the first emissions of a young queen... if he doesn't get a regular dose he could die... but if he does, he'll become a changeling king.'

'A king?'

The discussion was interrupted by Big Mac's strong voice, "Ah reckon ah just needed a walk, then Pinkie got me talking about apples and their relationship to pies. Ah'll leave y'all to whatever you were doin'," he said, shaking slightly as he walked out the door.

Twilight smiled sadly and started walking up the stairs to her room and the waiting party pony, 'I don't want him to die...'

'Then turn him. He'll still be Big Mac, just subservient to you and capable of producing self-aware, intelligent drones, just like you want.'

'Alright... now what to do about Pinkie Pie...' the unicorn thought, opening the door to her bedroom to find that she had set up for a party, "Pinkie? What's all this?"

"Oh! It's the 'Congratulations on becoming the new queen, Twilight' party and the 'Pinkie becomes a changeling' party at the same time! I thought it would be fun to have two parties at once and even though it's just the two of us since I didn't want to tell anyone given the socio-political climate relating to Changelings I thought it would still be a really good idea. I made cake! Can you still eat cake? Can you still eat at all? Will I still be able to eat? Oh no, I don't want to be a changeling if I can't ever have cake again. Love can't taste as good as cake, it's completely impossible."

"PINKIE!" Twilight shouted, interrupting the rant, "Calm down. You'll still be able to eat, it just won't give you as much energy as love does. Now, are you sure you want to be a changeling? Do you know what that even means?"

"It means I can become anypony anywhere anytime! It's awesome!"

Twilight sighed, and with a purple flash, was her queen self again, "It means you would be my subject, a loyal drone to Queen Neoptera of the Everfree Hive. You would have to draw love from your friends or your special somepony to survive, and while this won't harm them, it may have other side-effects as I'm rapidly discovering. They may become dependent on your feeding like an addiction. You may get addicted too and try to feed too much. If that happens, I'll have to... " Twilight couldn't finish the sentence. She didn't want to have to think about putting one of her friends down.

"Twilight, I may be a really silly pony, and the craziest mare in this mental asylum called a town next to Screw Ball and her sister, but I swear on my family none of that will happen. Besides, passive feeding doesn't have any side-effects and everypony in this town loves me enough as a friend that I'm sure I can get plenty of energy that way!"

"And you're absolutely sure about this?"

"Only Sith deal in absolutes."

"I... wait, what?"

"I'm sure, silly! Now how do we do this, is there a spell you cast or is a bite thing like a vampony?"

"Actually, we... uh, we have to..." Twilight's carapace somehow turned bright red as Chrysalis finished explaining the process, "You have to uh... lick me... down there... while I do other things to you..."

Pinkie Pie's grin almost looked like it would split her head in half, "Now THAT sounds like a party!"

Twilight facehoofed, "Just get on the bed while I wait for Chrysalis to stop laughing at me."

Intermediate Things

Please see author's notes

Author's Note

Sooo.

Yeah.

I'm still alive, I just have had no desire to write pony fornication. I could continue with just the story itself, as it is, and have longer chapters and off-screen sex, and hopefully you'll all still enjoy, or I can end it as it is.

I do want to finish it, I just can't seem to write what's going to happen to Pinkie <.<

This chapter was going to contain, among other things: Futalight, envenomation, absurd amounts of cum and really weird sex. so... yeah... can't do it. Imagine it in your head and I'll post the aftermath... later.

Chapter 10

Twilight sat, somber and stern-faced, in the middle of her bedroom floor. Her horn glowing, she continued to project her magical power along the walls, floor, and ceiling. It was a spell she had long ago perfected to keep herself sequestered during marathon study sessions that occurred the day and night before a test. It completely silenced all outside sound, sight, and smell, and blocked any such things from escaping as well.

In this case, it was being used to keep the smell of sex from permeating the library and so that Pinkie's screams could not be heard out in the town. The transformation from Earth Pony to Changeling seemed to be incredibly painful, despite the numbing effects of Twilight's venom. The pink party pony would occasionally shriek and writhe on the bed, soaked in fluids, patches of her fur falling out in giant clumps as her skin was covered in a hard black carapace. Twilight noted, with a small smile, that it gleamed slightly pink in the right light.

Casting her thoughts inward, she visualized the hive connection in her mind as a small glowing stone in her hooves, tendrils of light reaching out to the eight unhatched eggs laying safely in the cave beneath the ruins. A new one, pink and brighter than the others slowly grew and attached itself to a silhouette of her friend.

"Pinkie? Can you hear me?"

"Twi... Twilight? What's happening? Every part of my body is on fire! It feels like I fell into the sun."

"I'm sorry, Pinkie. I didn't think it would hurt that much if I bit you. My venom has a numbing effect. I guess I miscalculated the amount of pain the transformation would cause. I'm really sorry," The young queen thought, and sent the feeling of sadness inside across the connection as well.

There was a brief pulse of forgiveness and even some happiness over the connection, "I... I know it will be worth it in the end... Do I have to call you 'my queen' now? Or can I still call you Twilight?"

"You can call me whatever you want, Pinkie, as long as I'm still your friend. You're part of the hive, but you're still you inside."

"That's true, converted conscripts can choose to fully integrate to the hive mind and become drones or keep their uniqueness. Most simply become drones because they came to us out of a desire to end their lives without actually killing themselves."

"That's... very sad. I had no idea it was that hard for some ponies."

"Well with me around, it'll be a party all the time for everypony!"

"Unless it's time to sleep, Pinkie."

"I suppose even Changelings need sleep... Hey, this conversation is really distracting me from the burning heat of a thousand fire-y suns as they cook my innards, we should play a game!"

"Actually, Pinkie, that's a good idea, you should play with Chrysalis, I need to do a few things," Twilight said and slipped back into the real world for a moment. Standing, with the two other mares talking in the back of her mind like some idle thoughts that needed to be examined later, she resumed her normal Twilight Sparkle form and stepped out of the bedroom, "Owlowiscious! Come here, please!"

The brown horned owl quickly swooped down and landed on a shelf across the hall, "Who?"

"You, silly! I need you to take a letter to my friends."

"Who?"

"Rarity, Applejack, Rainbow Dash, and Fluttershy. Pinkie's already here."

"Who?"

"Pinkie Pie!" Twilight sighed, "Anyway," she said as she finished writing down what she had to say before making exact copies of the letter and stacking them in a small basket, "Take these to them, please, and then hurry back here. I have to tell everypony something very important and I don't want to wait any longer."

Owlowiscious nodded in his own weird way and took flight with the letters in tow. Twilight watched him go before descending the stairs to the main library and arranging some pillows so that everypony would be comfortable. Once that was finished, she returned upstairs and re-entered her bedroom.

Pinkie lay on the bed, twitching occasionally, much of her fur having fallen off and laying in pink clumps around her blackened form. Her mane had gone from brilliantly pink and poofy to flat and filled with holes like her own. The last time Twilight had seen her friend's mane flat she had been very nearly insane with jealousy. She hoped it was just because changeling hair didn't have the same body and that her friend hadn't been permanently scarred by the process.

A light buzzing filled the air as her wings grew in and unfurled, testing themselves instinctually. Twilight smiled and began to clean the room, mopping up various fluids and replacing the sheets and Pinkie finished her transformation. She felt a tug at the back of her mind and allowed herself to return to the mental conference chamber she had created, "How's it going, ladies?"

"Very well, her transformation is nearly complete and she should be waking soon."

"This is going to be so awesome! So what'd you write in your letter to our friends? Just an invitation or did you tell them anything about us?"

"I just told them I had very important news and no it could not wait until tomorrow. I also added an addendum to Applejack's letter to bring Big Mac, I think I have an idea about how to break his addiction without killing him or turning him into a Changeling."

"Oh?" The former leader asked as Twilight sent the information to her imprint directly, "Oh! Genius! Why didn't I think of that? Gradual dilution should definitely work."

Twilight smiled and nodded, slipping back to the real world and going over to nudge Pinkie upright as her new eyes slowly opened, "Hey there."

"Hi!" the new changeling said, then blinked, "Whoa! I sound so weird! Like me, but, like everyone ever too!"

"Yes, your vocal chords are more varied now," Twilight said, returning to her changeling form, "Mine does it too."

"Oh, wow, you look great like that! How do I look?" The bouncy little bug asked, bounding to a mirror mounted on the wall, "Neat! Though my mane is all flat now..." She said, frowning a bit before a bright flash of, Twilight noted this with curiosity, pink flames returned the familiar poofy mane of a particularly pink party pony, "That's better!"

Twilight couldn't help but grin with her friend as she dropped the shield and gathered everything to be taken down to the trash. She hesitated, and then grabbed the bucket that still held the remains of the former queen.

"Finally going to get rid of that gunk?"

"Yes, once I show it to the others," Twilight replied, sending her entire plan to the imprint.

"Well, my dear, I wish you luck."

Author's Note

I hate writing that damn owl's name, but he was the only one left in the library.

I know, it's short, but I have more plans for the next chapter. Lots of words about ponies and changelings and secrets.

Chapter 11

The main room of the library had been nearly transformed from an open area with a single desk into a properly cozy and comfortable seating area for a group of friends. The only difference between now and the other times she had hosted a gathering or sleep over was the softly glowing green gem in the center of the cushion circle that formed the centerpiece of the room. Twilight nudged it slightly and whispered, "My name is Twilight Sparkle," nervousness evident in the slight tremor of her voice. The gem chimed and stayed green, causing the unicorn to release a relieved sigh.

"What's got you so worried, Twilight? I'm sure our friends will be okay with this," said her newest hive member as she flew around the main room like a particularly drunk bumblebee.

"Oh, it's not that, Pinkie. I was just... worried I wasn't Twilight anymore, that becoming a Queen had taken that away from me."

"You silly filly, you'll always be Twilight Sparkle to me!" the other changeling said, landing and poofing back into her normal earth pony guise before hugging her friend and queen tightly.

"Thank you, Pinkie. Now, sit down, our friends should be here any moment."

Pinkie sat on a cushion and was soon joined by her friend as they waited. It didn't take long before they heard voices outside the door shouting.

"Ah'm tellin' ya, Ah have no idea why she wants us here!"

"Come on, AJ. You have to know something! You got here before I did and I'm the fastest flyer in Equestria!"

"Ah was packin' up the apple stall when Ah got the note!"

"Now, now, girls, do calm down. We all received the same note, I'm sure. Aside from the minor variation of requesting Big Mac's presence, which is confusing to me as well."

"Eeyup."

"Oh, I just hope she's okay. She seemed so stressed when we got home, don't you think? I, um..."

"Fluttershy, I can assure you she is absolutely fine. She did help me unpack earlier today."

With that, Twilight opened the door and called out to her friends, "Are you going to stand out there all night or come inside so I can tell you?"

Her friends all filed in and took up seats, Big Mac sneaking in close to the unicorn and trying desperately not to stare. Rarity was staring at the gem in the center of the circle with bits in her eyes, "Twilight, darling, wherever did you get such a fine gem? How have you kept Spike from eating it?"

"Speaking of, where is he?"

"Oh, sound asleep. I couldn't bear to wake him. Now tell me about this gem!"

"It ain't just a gem, Rares. It's a truth-stone. It can tell when somepony ain't bein honest."

"How do you know about those, Applejack? They're rather rare outside Canterlot," Twilight asked.

"Mah Granny uses 'em in business dealin's with Canterlot ponies and some others who ain't exactly on the level. Keeps 'em from lyin through their teeth in a contract negotiation."

"I can imagine that would be very useful. Anyway, it's here because I have something very important to discuss with you all, and I wanted you to know that I was telling you the absolute truth. I'd like each of you to say one truth and one lie to the stone so that you know it's functioning properly. Applejack, since you're familiar with them, would you mind going first?"

"Sure, Twi," the farmpony said, looking at the gem, "Mah name is Applejack," the gem chimed green, "Ah've never done anythin' stupid," she added, and the gem buzzed loudly and turned a bright red.

"Rarity?"

"Must I?"

"Please, it doesn't have to be anything major."

She sighed, "Very well, my name is Rarity," the green returned, "I've never lied to anypony."

The gem buzzed in response and the motion moved to Rainbow Dash, "Come on, do I have to?"

"Well, if everypony is satisifed, I suppose not," Twilight said, looking around and receiving nods of confirmation from her friends, "Okay. I suppose I should just get started then. My name is Twilight Sparkle," she told the gem, receiving the green chime in response, "and I am Queen of the Changelings."

The silence the followed the chime was deafening. Twilight took a deep breath, pulled the bucket into view, and continued to speak, receiving a green chime after each statement, "Chrysalis came to me, dying, and asked me to take over as Queen of her species. I wasn't willing to let my brother and Cadence be party to genocide. I did this willingly. I am not a love-mad parasite. My personality has not been usurped by hers. I am still your friend."

Silence continued to reign afterwards, looks of shock and, in one yellow case, terror showed across every other face in the room save Pinkie Pie, who looked at the crystal and told her own secret, "I am a Changeling too. Twilight transformed me. I wanted to be one!"

Eyes traced back and forth between the two before Fluttershy fainted completely. Applejack's face was contorting as she fought for something to say, "Wait, why'd Ah have to bring Bic Mac?"

"He, erm, well..." Twilight visibly blushed, "I, uh, sort of... succumbed to my heat in the orchard... He and I, we... and I did some... well... and now there are eggs..."

Applejack's eyes shot wide, "You did WHAT with mah brother!?"

"I'm sorry, Applejack, I couldn't control myself. You know how it can be... The fire inside..."

"Ah know, but then y'all lied to me about it, and Big Mac didn't even remember nothin' about talkin' to ya at all!"

"I... panicked. I'm sorry." the gem chimed, even though nopony was paying attention to it anymore.

"Ah just... Twilight, those Changelings nearly killed the Princess, destroyed Canterlot, and had completely brainwashed your brother, and now you're just like them?"

"I'm not like them, Applejack! Chrysalis was hungry and desperate. She had thousands of drones to feed and didn't have nearly the resources anypony else does. I've seen their homeland. It's a flat, barren wasteland as far as the horizon. I couldn't let my BBBFF and Cadence commit genocide!"

"You still feed on love, and that just ain't right. Y'all... Ah... Ah can't deal with this right now," the farmer said, standing and rushing out the door, leaving everyone else a bit stunned as Twilight began to cry. Pinkie wrapped her queen in a hug and was joined by Big Mac and then, suddenly, Rainbow Dash.

"R-rainbow?"

"You're still Twilight. You weren't lying about that. That means you're still my friend. And hay, if you need someone to teach you how to use those wings, I can probably help you out!"

Twilight sobbed and hugged everypony closer, then looked at Rarity.

"So, earlier, when we... and you said you had copied their magic, you were actually a Changeling already?"

"Yes."

Rarity's eyes turned to the gem, "Did you use magic to seduce me?"

"No, I did not," the other unicorn replied, and the gem chimed and stayed green.

"Very well, then I can't say I'm upset. It was rather enjoyable... and think about what this means! I can design a wardrobe for a Queen! You can shapeshift so I can experiment with styles! This is going to be wonderful!" the fashionista said, joining the hug.

"Th-thank you, everypony. I'm... I'm glad, I just wish Applejack didn't..."

"She'll come around, darling, don't worry. I believe though, that one of us should wake Fluttershy up."

"Oh, I'm already awake... if, um, that's okay..."

"Of course, dear, are you alright?"

"I'm so sorry I fainted. It was just a shock to hear the Queen died from that... I could never really hate her, even after what she did."

"You always have been the kindest pony I've known, darling," Rarity said, smiling.

"Um, if it's alright with you, I'd like to go home now..."

"It's fine, Fluttershy. We'll talk to you soon, okay?" Rarity said, "Spa date tomorrow as usual?"

"Of course, Rarity, I wouldn't miss that for anything."

The fashionista smiled and Fluttershy left with a lot of thoughts in her head.

"Well, I just hope Applejack comes around soon. I don't know if she's more frustrated that you're a changeling or that you did... that... with her brother."

"Hay, I'm just jealous Twi got to do it first! He's a hunk!" Rainbow Dash interjected as Big Mac shuffled nervously on his cushion.

"Rainbow Dash!"

Twilight smiled a little as her friends continued to bicker, but her thoughts were drawn back to Applejack's reaction and how she would handle the situation. Hopefully it would be as easy as giving her a day or two to stew over it and think it through, but knowing her stubborn friend, it could take a lot longer. Still, she had other problems to take care of in the meantime, such as explaining the situation to Big Mac and dealing with the hatching of her eggs.

Applejack trudged through Ponyville as angrily as she could, heading first back to the farm and then turning to head in the direction of the Carousel Boutique. She knocked on the door, heavily, until a half-asleep purple dragon answered, "AJ? What are you doing here?"

"Spike, this is important, I need you to send a letter to Princess Celestia immediately."

"What? What about?"

"There are Changelings in Ponyville."

Author's Note

I still need some Changeling OCs to use for the guardians. I've got a few usable submissions, but unfortunately some just don't fit with the canon of this particular fanfic.

Chapter 12

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!

Chapter 13

Princess Celestia sat next to her sister, listening to the gryphon ambassador squawk on. It had only been a handful of days since the failed invasion of Canterlot and already their neighbors were getting uppity. Didn't they know you were supposed to wait a week before showing up. She opened her mouth to interrupt when a scroll appeared in front of her face, trailing the familiar green flames of Spike's dragon breath. The ambassador looked over, "Please excuse me, this is likely important. Luna, sister, please speak what's on your mind."

The lunar princess nodded as Celestia unfurled the letter, "Ambassador Sharpclaw, I have not lived for millenia to be intimidated by you. Your leader has heard of the invasion on Canterlot, seen the damage, and has apparently decided that this would be a good time to send you with pompous boasts, outrageous demands, and subtle threats to the sanctity of our society. If you think for a moment that we will acquiesce to any of your demands or be intimidated by your threats, then you are wrong. Our relationship with the Empire has always been tenuous, but if you continue to make statements as you have, or perform any overt acts to threaten our borders, we will come down upon you with the full strength of the royal army and three alicorn princesses. Leave us."

The gryphon fluffed up his feathers and inhaled, apparently intending to respond, only to look into Luna's eyes and see the abyssal fire burning within. He clacked his beak shut and spun, leaving the hall in silence. The princess released a sigh and relaxed, turning to her sister, "Well, I think that went..." she began. Upon seeing her sister's expression, the tenseness in her shoulders returned, "Tia? What is it?"

Celestia floated the letter over to her sister with a frown, deep in thought as she scanned the crowd of ponies waiting to speak before the court. Luna read the letter and found it to be a wonderful lesson on friendship and rather heartwarming that her friend had found a coltfriend, "I don't see the problem, sister."

The solar diarch blinked, "Oh, that's right, I never taught you the code we use. There's a message hidden in the extra marks. I taught her so if she were ever in trouble but couldn't outright tell me, she'd be able to send for help."

"So what is the message she sends that has you so on edge?"

"There's a new changeling queen. She's sent an envoy to discuss the situation with us. Pegasus mare, blue coat, gray mane, three shooting stars for a cutie mark, named Starcast. Actually a changeling. I'm looking for her now."

"Ah, is that not her over there?" Luna said, gesturing subtly to the far corner, where a single pegasus sat eyeing all the ponies and occasionally smiling and nodding along with some unheard tune.

"You are right. Let me handle this," Celestia said, standing, "Starcast, pegasus envoy, approach the thrones. The rest of the assembly will have to wait outside as this involves a matter of national security. The guards will see to it that you are comfortable and will bring you anything to eat or drink that you desire, within reason."

There was much grumbling and groaning as the mass of ponies left, the lone pegasus sitting a respectable distance from the throne as everypony left. She smiled softly and waited until the throne room was completely empty save for herself, the princesses, and several dozen nervous guards.

"Changeling, this is no time for disguises," Luna said.

"As her highness wishes," Starcast spoke demurely, bowing and letting the green flames of her kind lick over her pony form, revealing the black carapace and sectioned eyes that lay beneath, "I thank you for not immediately imprisoning me upon receipt of the letter."

"Your kind nearly destroyed our capital, but we always prefer peace," said Celestia, looking over her guest.

Continuing to smile, which admittedly was rather creepy, the changeling continued, "My queen would like to speak with you personally, but determined it would be nearly suicidal to show up herself, instead, she has sent me as envoy and vessel of her majesty."

"Vessel? What do you mean?"

"As I said, my queen wishes to speak with you personally."

Luna and Celestia looked at each and the lunar princess nodded very slightly, "Very well, we'll speak with your queen."

Starcast nodded and then seized, her eyes going wide as they filled with light. Arcs of magical power crisscrossed her body as she ascended into the air briefly with a feminine and powerful voice filling the room, "Assuming direct control."

The glowing changeling slowly descended to the floor and blinked a bit, "Being in two places at once is interesting... Hello, Princesses, I am Queen Neoptera. I'm afraid I must be brief. This spell requires a lot of power and if I keep it up too long, it will burn out this changeling's brain."

"Very well..." Celestia said hesitantly while Luna looked on, fascinated.

"Thank you, Princess. My predecessor's attack upon your capital was an act of desperation due to the size of her brood and the lack of resources in the Wastes. I would like to extend my hoof in friendship to you and Equestria and request an actual meeting at a neutral location. Your student, Twilight Sparkle, has kindly offered her library, and I swear on my life I have not harmed her in any manner.

If we cannot reach an accord for a full alliance, then I will gladly take my guardians and flee far from this area and you will never hear from me again. Tomorrow at noon would be the best, according to Twilight, and has offered Spike's services as chef. Starcast here will be unconscious for several hours, but should be fine. I must release the spell shortly, please, I beg you to provide her a quiet place to recover and allow her to accompany you to the library tomorrow to be returned to us. I look forward to meeting you."

As the long-winded speech finished, the changeling flashed and collapsed, unconscious. Luna looked at her sister, "What is it?"

"That magic... I sensed something familiar about it..."

"Familiar? How so?"

"I'm not sure. It was just... familiar..."

Author's Note

Here's a question for all y'all: Do you prefer short chapters more often that end on "commercial breaks" like this one, or would you rather wait a week or more between chapters and have them be 5-6k words?

Chapter 14

Applejack turned toward the first tree of the day, glowering at the sun as it slowly moved toward the midpoint of the sky. She'd woken up too late after too little sleep to really handle the entire field herself, but Big Mac hadn't bothered to return home yesterday. The farmpony could only assume that the creature that replaced her friend had her fangs deep into his neck. Growling softly to herself she spied the spot on the trunk that would result in the perfect displacement of the apples among the limbs. Turning, she cocked her hips and put all her weight on her front legs. Looking back over her shoulder she angled herself until her hind legs were free in the air before unleashing the tension in her limbs and sending her rear hooves hurtling at full strength toward the tree. The image of Twilight smiling apologetically as she told the truth earlier flashed into her mind.

Less than a second later, she found herself flat on the ground, having completely missed the tree. Grumbling, she stood up, repeated the aiming process and sent the full anger she was feeling toward the tree. An image of her brother placing a leg over the former unicorn's shoulders flashed into her mind and she hit the ground again with a loud, "Oof!"

"Consarnit, what the hay is the matter with me?" she muttered as she looked the tree over again, "It's that dang bug! She musta put some spell on me to keep me distracted from mah work!"

Applejack shook her head again and then headbutted the tree a few times, shaking a couple of apples loose. It seemed to help, at least in her mind. She tried to buck again, but was assaulted by the image of Twilight becoming the queen in front of her again before she went sliding across the ground, having put a bit more effort into this particular miss.

"Why? Why can't ah buck this dang tree? What the hay did she do to me..."

"She didn't do nothin' to ya that ya ain't doin' to yerself," came a strong voice from behind her as she lay on the ground.

"Don't you talk to me, Big Mac. Yer under her spell."

"AJ, look at me."

"Nope, yer probably not even really mah brother. Probably one her minions in disguise," she said, standing and starting to walk away, back to the house.

"Jacquelyn Devine Apple! Y'all listen to me!"

The mare winced at the use of her full name. Only family knew it, and they weren't likely to tell anypony, even a changeling, "Fine. Talk," she said, turning around and glaring up at her brother from underneath the brim of her hat.

"Yer 'bout to learn somethin' that most Earth Ponies tend ta ferget. We may not have horns or wings, but we got our own magic, tied to the earth herself. One thing about the earth, it's strong. It can adapt to perty much anythin' you wanna throw at it. So can we. Ya build up a resistance to things that're used on ya. Between that Smartypants incident, the love poison, and all the unicorns ah've had to deal with tryin' to use their mind influencin' spells durin' business negotiations, ah've built up a resistance to mind spells. Her memory wipe spell only barely worked, and that's cause she was a damn powerful unicorn to begin with before she became a changeling queen.

She couldn't make me her willin' slave even if she wanted to, AJ. She doesn't. She actually does love me, in her own weird bookworm queen way. Ah like her too. She's a fine mare and she took on the burden of an entire bucking species so her brother and sister-in-law wouldn't have committed genocide. She did that for family, AJ, somethin' ah thought we Apples understood. She became one of the most feared critters in the world so her family's souls wouldn't have that stain on them. She's still the same Twilight Sparkle, she's just got a different skin. Ah woulda thought you coulda seen that, but yer own prejudice and stubbornness has blinded ya to the fact that she's still yer friend! She told you want she did so she wouldn't have to lie to ya! If she weren't yer friend anymore, she woulda just let you keep thinkin' nothin' were different and then turned ya into one of her minions or kidnapped ya to feed her drones. Hay, she coulda just killed or turned me instead of tryin to make sure Ah'd stay me.

One of these days, AJ, yer gonna need to get the fact that things don't always fit yer narrow view of the world. Mares'll marry mares, colts'll marry colts, friend's'll change, but they're still yer friends, and if ah know your friends only half as well as you do, they'll always be there. Hay, they may as well be family."

Applejack just stared. She'd never heard that many words come out of her brother's mouth at once unless he was really serious. He was right, though. She'd done what she had done for her family, not for power or out of some crazy desire to know more about Changelings. Slowly, the shame washed over her until her head drooped toward the ground and her hat lowered over her face to hide it from her brother. Her lips moved, but her vocal chords only produced the faintest sound.

"Ah didn't hear ya, AJ, ya gotta speak up."

"Ah said ah'm sorry!" She shouted, kicking the ground.

"Ah'm not the one y'all need to apologize to, sis. Twi's meetin' the Princesses fer lunch soon, so get over there quick if ya want to apologize before they get there."

"The Princesses?"

"Ya had Spike send a letter. Ya kinda forced her hand into tellin' Celestia a little earlier than she wanted to. She was hopin' to have the hive hospitable first."

"Ah... don't know what to say to her."

"Tell her yer sorry. Ya made a mistake."

"Ah... ah don't think ah can."

Big Mac sighed and bucked the tree with one easy motion, sending the apples into the basket, "Just say yer sorry. She'll understand. Git, Ah got this field."

"Thanks, Big Mac. If ya see Applebloom, tell her ah went inta town fer a meetin' and ah'll help her with the cider press as soon as ah get back."

The larger pony nodded as his sister walked off toward the house, hoping things went well. His sister could be incredibly stubborn to the point of hurting their business if she set her mind to something, but he could always tell when she was just doing it because she didn't like change. It usually resulted in her not being to be hit the broad side of the barn with her bucks.

Applejack paused at the barn to hose off the dirt and sweat she'd built up from her failed attempts at productivity before heading straight down the path toward Ponyville and an apology she knew she should give, but didn't really want to just yet. There was more here than the fact that her friend had become queen of the Changelings. She'd done it without discussing it with anypony. Admittedly, there probably hadn't been time to convene and discuss it, but she should have at least told somepony right away instead of waiting.

Well, none of that mattered now. The farmer made her way up to the library door and pushed in only to be assaulted by various smells she had no idea could exist in the same place and Rarity's voice nagging mercilessly, "Honestly, Twilight, if you'd stand still for ten seconds I could finish this dress!"

"I can't stand still, I have to finish getting the library ready for the princess' visit!"

"Your guardians are doing just fine, and Spike is managing the kitchen so all you need to do is relax," she said, tightening a band around the queen's barrel, "and let me finish!"

Applejack cleared her throat as she walked in, "Uh, 'scuse me?"

Twilight spun, knocking Rarity over and stumbling herself on the hem of the dress, "Applejack! Hi!"

"Hi, Ah came over cause... Cause ah wanted to apologize fer how Ah reacted the other night. Ah should've listened to the why instead of just freakin' out over you bein' a changeling."

"It's alright, Applejack, I understand. I'm just glad you're here. I didn't want to lose any of my friends over this."

"Well, mah brother helped me understand why y'all did what you did."

Twilight smiled again before wincing as Rarity tightened another band, "Rarity, I think that's tight enough."

"Nonsense, darling, I simply must make sure your figure is shown off to its fullest."

The queen groaned, "Fine, just hurry up, they'll be here any minute!"

"It's going to be at least twenty minutes. Plenty of time to calm yourself now that I'm done." Rarity smiled and stood back to admire her hoofwork.

Even Applejack was amazed at the change a bit of proper clothes could do to an intimidating figure such as a changeling queen. Instead of being a fearsome beast, she looked every bit as regal as the princesses. The seamstress had done a marvelous job.

Shaking the Manehattenite out of her mind, she moved a bit further into the library, "Y'know, Rares, you outdid yerself this time. Even ah can see that she's nothin' to be feared now."

"Good, then my job is done and I can still make my spa date with Fluttershy! Twilight, please don't shapeshift while you're wearing that, I'm not sure if that is actual fire or a visual effect, but I doubt you want to be wearing a pile of flaming silk."

"It's just an effect, but I don't want to be trapped in this as my normal size to begin with."

"Speakin' of, Twi, y'all are a lot taller than ya were when I left."

"Oh, well, my guardians hatched and I fed them some love so I guess that finished the transformation."

"Well, ya still look like you... Kinda... Just taller."

"Oh no," Twilight said, and would have paled if it had been possible, "I hope the Princesses don't notice... I don't want to tell them who I really am just yet!"

"Well, ah wouldn't worry. Even if they do spot it, Ahm sure Celestia would understand."

"I hope so."

"Well, ah'll be gettin' outta yer mane too. Good luck with yer meetin', and again, ah'm sorry about... y'know."

"It's okay, AJ, I understand, really. Have a good day, girls."

"Oh, I will, darling," Rarity said with a grin as Applejack just nodded before the two left. Applejack slowly made her way back to her orchard and hopefully some successful bucking.

Twilight paced the library's main room while her guardians finished cleaning and polishing every surface to a mirror shine. Once they were finished, she sent them back to the hive and sat at the kitchen table to wait for the arrival of her mentor and the princess of the night, "Spike? Am I doing the right thing?"

"What do you mean, Twilight?" the dragon said, slipping a roasting pan full of vegetables into the oven.

"Calling a meeting with the Princesses so soon after the attack... Taking over for Chrysalis... everything..."

"Well, I think you're in full crisis management mode. If you don't talk to them now you're going to freak out and we don't need a repeat of the Smartypants incident."

"I... I guess you're right."

"Seriously, Twi, have some tea, take a deep breath, lunch'll be ready by the time they get here and there won't be a problem. Promise," he said with a smile and returned to the giant pot of soup. The subtle garlic aroma and hint of leeks filled the kitchen as his potato leek soup took shape. It was nearly ready just needed a pinch of salt and some gems, well, everything needed gems to him.

He stirred it again and carefully dipped his spoon in to taste it once more. Perfect enough that he could serve it to the princesses when they arrived, "Well, soup's ready. When are they getting here?"

Twilight looked at the clock and then made for the main room, "Any second!" she cried as she stood carefully in the middle of the room, making sure her dress looked immaculate, and trying to adopt a queenly air. She was surprised by two bright flashes of light. The light dissipated as quickly as it came and revealed the Diarchs of Equestria in full regalia, standing confidently with neutral expressions as they took in the area around them. Between them stood a serene looking pegasus, Starcast, recovered from her ordeal as vessel for her majesty.

Celestial had been hoping to see her student before meeting the Queen, who stood in front of them clad in a rather wonderful dress. The magical aura about it screamed Rarity and she wondered if it had been willingly made or not. She hoped for the former if solely because that meant that one of the elements of harmony had not been corrupted. Still, this was a new queen, a new queen with a disturbingly familiar hairstyle that was now bowing slightly.

"Princess Celestia, Princess Luna, it is an honor to meet you face to face. Please, follow me to the kitchen, Spike has prepared a wonderful meal for us," Twilight said as regally as she could muster, before turning and moving carefully into the kitchen, levitating the chairs around the table out for everypony to sit on.

Celestia and Luna followed, both slightly on edge, expecting an ambush right up until they took their seats. The solar diarch looked over at the queen and for a nanosecond, her mouth twitched upward in a smile. Luna raised an eyebrow as the changeling levitated over several bowls of steaming soup. She sniffed it curiously, "Potato Leek?"

Spike nodded, "Just finished it too, I've also got some veggies roasting and a nice cheesecake for dessert."

"Thank you, Spike, I look forward to trying it," Celestia said, "So, my faithful student, were you planning on telling me you were the new changeling queen or were you going to pretend I wouldn't recognize your magical signature?"

Twilight spit a spoonful of soup all over the table in front of her and dropped the spoon that she had been holding in her aura to the floor with a clatter. Luna raised her other eyebrow to join the first, "Tia? You cannot be serious."

"I'm completely serious, Luna. Remember how I thought the signature on that spell she used yesterday was familiar? I didn't recognize it completely because it was filtered through distance and a changeling. It's still different, but it is definitely Twilight Sparkle sitting here with us."

"W-well, I guess that about ruins all of my notes... Are you mad at me, Princess?" Twilight asked, looking nervously between her mentor and the princess of the night.

"Why would I be mad at you? Yes, you did lie to me, but it was more of an omission than an outright deception. I'm not mad at you, though I am curious as to why you became a changeling, let alone Queen of the changelings."

Twilight sighed and related the tale of how she found Chrysalis in her bedroom and had agreed to take up the mantle so her family wouldn't be the committers of genocide, and everything leading up that moment, minus the sex.

"So there are only you and your guardians?"

"Well, and Pinkie Pie, she really wanted to be a Changeling for some reason, and I gave her all the information I could to dissuade her, but... She's still Pinkie though, she's not a mindless drone."

"That's good to hear, I suppose. I can only hope the Element of Laughter still recognizes her as its wielder," Celestia said, slowly getting lost in thought, "Well, Twilight, or should I call you Queen Neoptera?"

"Uh, when dealing with the changelings, I'm the queen, but I'm still me ninety percent of the time, so, whichever you'd prefer."

"Very well, since this supposed to be a formal alliance, I suppose we should address certain things properly. Queen Neoptera, as I was going to say, Chrysalis has a lot to answer for, and as her successor, you have taken on that burden as well. The costs to repair Canterlot after the attack are staggering and we don't have nearly the ponypower to get it done in a feasible time frame. There's also been a rash of violence against suspected changelings, some of which we've come to discover are changelings! Did members of her original hive survive?"

"Yes and no. Her hive has exiled several... hundred... Changelings. These have been living peacefully among ponies for years, several here in Ponyville in fact. They have no tie to the old hive or my own and are as independent as any other pony. I ask that you leave them in peace and keep their secret. Though I have found that most of them have revealed their true nature to their loved ones at some point before or after the invasion from hearsay and my own scouts. As for the repairs to Canterlot, I perhaps have a solution, though it would require some time to come to fruition.

"I have decided to keep the hive small, since the size of Chrysalis' former hive was the main reason for her desperate attack upon Canterlot. A Changeling drone requires approximately three weeks of growth to fully acclimate to the hive and be useful. I... have a coltfriend who would be willing... and could feasibly spawn anywhere from fifty to three hundred drones by this time next week. I would prefer not to have to handle three hundred, but if that is what you need to assist in the rebuilding of Canterlot..."

"I'd prefer not to have three hundred drones running around Canterlot!" Luna interjected before being silenced by a glance from her sister, "Apologies."

"Three hundred is quite a bit too many. When I said we lacked the ponypower, it was mostly due to a lack of funds. Unfortunately, I doubt Chrysalis left much behind in the ways of a treasury. Additional bodies would be helpful, but only so many as you feel you can handle."

"I think I can feed and control fifty drones rather easily, and the location I have picked for the hive has just enough space. As for the treasury, there actually is some left in the former hive, but I have not had time to retrieve it or take inventory. Chryssy seems to have forgotten most of the details."

"Where did you choose to locate your new hive, if I may ask, Queen Neoptera?"

Luna tilted her head and mouthed, "Chryssy?" to Celestia before Twilight responded.

"Please don't be mad... but I was planning to have it in the old underground cavern below the ruins of your old castle in the everfree."

"That's an odd location, but if it's suitable, I have no issue with it, do you, Luna?"

The night princess shook her head slowly, "I would prefer not to visit that ruin again, so I may have to bow out of further treaty meetings."

"So, the location is fine, but, 'Chryssy?'"

"Oh, um, to keep me from going insane when I took over, she kind of left an imprint of her personality in my head to help filter the memories and information without driving me off the deep end. Surprisingly helpful, if a bit distracting in intimate moments."

"I can imagine," Celestia said with a smirk as her student did her best attempt to blush through a carapace.

"Well, I will send a few guardians to the location of the former hive to take inventory of the treasury. It should take them about three days to get there."

"That sounds agreeable. I hate to press the issue, but you are not planning on betraying us, are you?"

"Of course not! If anything I'd like to be in a full alliance. Chryssy says that the Equestrian army, combined with a swarm of well-fed changelings, could match any force on the planet. We have much to offer you, and all we need is a little love," she said with a shiver. She could feel the motherly love from Celestia washing over her like a wave of perfectly warm water, refreshing her more than the wonderful soup in front of her ever could. It took a lot of effort for Twilight not to moan in pleasure with each pulse of emotion she felt.

Celestia could tell that her student was flustered, "What's wrong, Twilight? Are you alright?"

"Y-yes, I'm fine, Princess. It's just... well... I can feel how you feel about me and it's quite... invigorating. I never knew you felt that way."

It was the solar princess' turn to blush, "What way would that be?" she asked, eyes shifting back and forth as Luna smirked.

"Like... Like I was your daughter."

Luna smiled and made a soft d'aww noise. Celestia seemed visibly relieved and Twilight was just smiling contentedly, "Well, Queen Neoptera, I believe we have an accord, at least temporarily."

"I'm glad to hear that, Princess. I'll have those drones as soon as I can get Big Mac away from the farm."

"You are courting the one called Big Mac? He is a wonderous stallion. We had thought creatures of his stature had been bred out over the centuries."

"Luna, just because most of the nobles are small and squishy doesn't mean that strong stallions died out completely."

"I hate to interrupt, ladies, but the main course has arrived," Spike interjected, having plated and readied some wonderfully roast vegetables for the trio while they finished their soup.

Celestia smiled and gave the young dragon a kiss on the forehead, "Thank you, Spike. A gracious host as always."

"A-always a pleasure, Princess," he said with a grin before leaving the table. The meal continued with a rather easy pace as more details were hammered out as far as the relationship between the Everfree Hive as it was to be known and Equestria. For now, the relationship would remain secret, and Twilight would continue to live as Twilight full time unless she was needed in her role as Queen of the Changelings. The exiles that were living among ponies would be left alone, or allowed to join the new hive if they so desired once word got to them. Once the cheesecake had been served and consumed, the princesses took their leave after exchanging hugs with Twilight.

"Do write more often, Twilight Sparkle. I enjoy reading your letters as much as my sister does," Luna said with a smile.

"I'll try to keep it up, but being a Queen is a busy job!"

"Busy as a bee, I'd think," joked Celestia only to receive a hoof to the rib from her sister, "Oof!"

"Even I know that joke is in poor taste, sister."

Twilight was giggling, "It's alright, really. I'll see you both again soon, and thanks for taking care of Starcast."

"It was no trouble, she was quite well behaved."

"I'm glad to hear that. Thought I knew that anyway. Being part of a hive mind is interesting. Well, I should get out of this dress and get some errands done before it gets too late."

"We should get back to Canterlot, I've delayed court far too long and the nobles will be antsy."

"We will persevere, sister," Luna said before turning back to Twilight and smiling before vanishing in a flash of light.

"Twilight... I'm proud of you... Please don't make me regret that."

"I won't, Princess, I promise. I've already... if anything goes wrong, it will be taken care of."

Celestia winced slightly, "Well, planning as always. I hope it won't come to that. Hmm, I may have you cover for me so I can sneak away on vacation sometime soon!" she added with a grin to lighten the mood.

"I think the nobles would eat me alive."

"Oh, they're not that bad, usually. Be glad it won't be tax week."

Twilight shuddered, remembering the one time she had sat in on a session of tax law debates. She hugged Celestia again and then watched as her mentor vanished in a flash of light. Sighing, Twilight removed her dress and disguised herself as her normal unicorn form, flopping onto a cushion. She had been so nervous the entire time, but the motherly love from the princess had kept her going.

"Spike, take a letter please."

"Sure, Twilight, whenever you're ready."

Dear Princess Celestia,

Sometimes, you have to take big chances in life in order to move forward. In taking those chances, you can risk everything you have, including your life. However, true friends will stick by you, no matter what, and some will make the plunge with you. You might even find a few new friends along the way.

Your faithful student,

Twilight Sparkle

Author's Note

No, this is not the end, just a good spot for a chapter break. After all, we still have a whole bunch of things I need to do with this particular universe, though I may jump ahead a bit in time. I might also change the tags a bit since this isn't really a romantic comedy anymore... Unless you guys want me to stick to Big Mac and Twilight... but I was thinking of a little adventure with the changelings in the wastes getting the treasure, maybe some Pinkie Pie shenanigans.

This story could go a lot of directions, but I'm going to keep it light-hearted. About the darkest I'm going is that one little reference in this chapter to Twilight's planning for if she turns into Chrysalis...

Anyway, here's the way future chapters will look, lots of words!

Spike's Letter

Dear Princess Celestia,

By now, I know you've heard about everything that's going on with Twilight. I just wanted you to know, that I'll be her assistant until the day she doesn't need me, or I need to go off and be a dragon. Right now, I just have one very important question for you.

Can I stay in Canterlot until she gets the hive livable? I... can't sleep at night. The sounds, constantly, coming from her and Big Mac... I shouldn't be hearing this! She's my sister... in a way!

Spike.

Author's Note

I'm still alive, working.

Hive Warming Eve

The Everfree Hive was bustling with activity. Drones flitting left and right and weaving through tunnels in the efficiently, yet stylishly, designed hive. Queen Neoptera stood in her throne room, eyes closed in concentration as she fed orders throughout the network and conversed with Princess Celestia through a lower power version of the Harbinger spell. Having developed a way to communicate through a drone without the risk of damaging it had been an incredible boon to the hive queen after years of rotating guards and drones to Canterlot as each needed time and love provided by the hive to recover after each use of the original version of the spell.

A hoof tapped her flank lightly and she opened her eyes, splitting her concentration yet again in a practiced manner to look over at the pony who had crept up on her, "Rarity! How are you?"

"Just wonderful, 'my Queen,' just wonderful! Your drones have been wonderful assistants this past year with the increase in business."

"They do make it much easier to create tailored outfits without you ever meeting the client. I've heard stories of your mysterious powers to know a pony's precise measurements from halfway across Equestria!"

"And Griffons, and the occasional Minotaur. I never knew Changelings could transform so dramatically!"

"Where the love is, so shall we be."

Rarity smiled and nodded, "Anyway, darling. I showed up early in case you needed any last minute adjustments or assistance decorating."

"After six years, I have everything well in hand. 57 drones in-hive, 12 in Canterlot, 14 including Pinkie in Ponyville, 5 in Manehattan, 7 in Fillydelphia-"

"I know, I know," Rarity interrupted, not interested in hearing the exact location of all 275 members of the Everfree Hive, "but sometimes a fresh pair of non-segmented eyes might be useful. Honestly who among the invitees are going to notice the banners so high on the ceiling or the trees in the tunnels only your drones can fit through?"

"... I do..."

The unicorn smiled softly, "And sometimes that's the most important thing, Twilight. Where's Big Mac?"

"Finishing up with Applejack before they join us here. This is going to be the best Hearth's Warming Eve yet!" Queen Neoptera squeed and smiled widely.

"Of that I have no doubt, darling!"

Fluttershy hummed softly as she waited for Pinkie Pie to arrive at her cottage. Bundled up against the snow and cold, Angel Bunny sat buried in her mane, shivering. If the last few years had been any indication, the party tonight was going to be just the right kind of fun. She was usually wary of large groups but this was going to be only her friends and loved ones and some drones and the pegasus was absolutely ecstatic to study how the hive had changed in the time since last Hearth's Warming.

Looking up at a soft buzz, the mare spotted a pink-tinged changeling leading two others toward her location. She lifted a hoof and waved at the approaching trio as they came in for a landing.

"Hi Fluttershy!"

"Hi Pinkie, Zap, Flitter," she replied with a smile, being the only pony able to tell the drones apart other than Twilight and Pinkie Pie, but they didn't really count as they were connected to the hive mind. Her only response to how had been a shrug, and truth be told she wasn't entirely sure how it happened. Perhaps it was an adaptation of her special talent.

The drones bowed and her friend grinned, "We're here to escort you to the party!"

"I appreciate it. I know there really isn't much in the forest that would dare come after me anyway but I know they won't attack me and three of its newest residents."

"And if they do, the three of us can kick their flank," muttered Zap with a grin at his hive-sister. While the drones didn't particularly have gender, they tended to choose to transform into mares or stallions (or bulls, etc) depending on their personality, and used pronouns based on their preference. Those that didn't have a preference were considered better "hunters" as they didn't discriminate in prey, even though those terms didn't really apply in the hive of Queen Neoptera.

Over the years the Hive had become a fixture in the Everfree, still almost a total secret among the residents of Equestria. Naturally, this meant that nearly everypony knew about it. There had been some initial hub-bub but after it had been revealed that Queen Neoptera had graciously provided monetary and material reparation for her "departed sister's" attack on Canterlot and was largely responsible for the repairs and renovations, it mostly died out.

Unfortunately, not all had been peaceful. A few years after the establishment of the Everfree Hive and it's official unofficial absorption into Equestria, a group of Mwindanji found out and attempted to wipe out the hive. Zecora managed to warn Twilight in time, but it still resulted in a massive loss of Changeling life, including several of her original guard, and all of the Mwindanji who had made the assault.

Fluttershy shook off the thoughts as she fell into step with her escort, adjusting her saddlebag with her wings as they moved into the forest. Eventually, they met with Zecora and made it to the old bridge, now a magnificently crafted stairwell that led to the entrance to the hive. As they descended they were joined by Rainbow Dash and the conversation bloomed as Zap began to obviously flirt with the Element of Loyalty.

The Queen looked at Rarity and smiled, then blinked, "Oh, everyone's going to be here soon! I should change!" she said before the trademark green flame appeared and where once stood Queen Neoptera now stood Twilight Sparkle.

Rarity smiled and gave her friend a hug now that she was at the proper height, "Was that a pun, darling?"

Twilight blushed, "Maybe..."

"Well, I'll just blame Pinkie as usual. She is 'in your head' after all," the white unicorn said with a grin as a swarm of drones cleared out, one lagging behind to drop a replica of the element of magic on top of the tree.

As a group, most of her friends entered the throne chamber, minus Applejack and her brother. According to the guardian waiting for them, it would be about five more minutes before they teleported in. Pinkie had already returned to her pony form and was chatting away at Fluttershy.

A bright flash interrupted her thoughts as her BBBFF, Cadence, Celestia, and Luna appeared in the middle of the room, "Twily!" her brother shouted before trotting over to give her a hug.

"Shiney, so good to see you, and you Cadence! Princess Celestia, Luna, I'm glad you could make it too."

Luna gave her a smirk, "One advantage of being in charge is we can give ourselves the day off."

The solar diarch nodded in turn, "I would never miss a Hearth's Warming party from my dearest student and closest ally."

"Aw, Auntie, you mean I'm not your closest ally?" Cadence said, with a practiced pout.

"I think she meant geographically," Shining Armor mentioned, attempting to placate his wife.

The pink alicorn giggled, "I know, sweetie."

"Well, all the drones will leave us alone unless we run out of snacks, and AJ and Big Mac should be arriving in 3... 2... 1..." Twilight counted, until a bright green flash announced the arrival of the last element and the stallion. The guardian drone bowed, then vacated the area. Everypony had arrived and was sitting down, Pinkie already scarfing down some snacks.

"I'm so glad you could all make it. I'm also glad that this gathering has become such a good tradition with us," the small purple unicorn said, giving Big Mac a kiss before laying next to him on a plush cushion, "We're all family, in one way or another, and Hearth's Warming is about being together. It may not quite be the way we expected it to be six years ago, but, we still have each other, and down here, nopony can bother us, so we can all enjoy each other's company and just... Be, for a night at least. Happy Hearth's Warming Eve, everypony!"

A murmuring of cheers and responses, carried on waves of familial and romantic love, made Twilight smile even wider. Tonight was going to be a good night.

Author's Note

Merry Christmas my little ponies. It's been nearly 4 years but I do occasionally still trawl about this site and read things, though I haven't watched ponies since the season premiere with Starlight Glimmer. One of these days I plan to catch up, but life keeps getting in the way. I wrote this because I wanted to do something special for Christmas but I wasn't sure what, and as I have yet to finish any of my steven universe fiction, and having fond memories of this community... Well, here it is!

Chapter 3

"So, what's up, Twi? You feeling alright?"

"I'm fine, Spike, really. I just... had a rough night, is all. Bad dreams."

"After what you went through, what we all went through, I'm not surprised. Don't worry though, I doubt those things are ever coming back."

'Oh how little he knows.'

'Oh, hush you.'

"Well, Spike, I'm sure they'll think twice about trying to invade Canterlot again. How are you doing? How was the sleepover?"

"Oh, we had a great time. Well, 'Bloom had a nightmare, and Scootaloo couldn't actually sleep, but... Yeah, we had a good time mostly."

"That whole thing was tough of on all of us, Spike. I'm just glad it's over." Mostly.

Spike nodded and slipped over to a cabinet, rummaging around until he emerged with a medium sized Ruby which he crunched into, "Well, I didn't get much sleep, so I'm going back to bed. I'll see you later, Twi."

"Sleep well, Spike."

Chryalis chuckled softly in the back of Twilight's mind as soon as Spike was up the stairs, 'Forget something, my dear?'

Twilight's eyes went wide even as her pupil's shrunk to pinpricks, "Oh sweet Celestia, the sheets!"

The baby dragon's voice floated downstairs even as Twilight began to rush up them, forgetting for a moment that she could just teleport, "Hey, Twi? Why's it smell so funny in here?"

Twilight appeared at the door, slightly out of breath, "Oh, probably just because I woke up in a cold sweat and haven't changed the sheets yet. I'll get on that," she said, quickly levitating the sheets up into a ball and shooting them out of the room to hide in the laundry room.

"You've been sweaty before, Twilight. It didn't smell like... well, that..."

"I'll tell you when you're older, Spike."

The dragon just ran a claw over his face and shrugged, "Alright, whatever, I'm going to sleep."

"Sleep well. I'll be downstairs for a while if you need anything."

He nodded and curled up in his basket. Twilight smiled and left the bedroom, journeying back to the kitchen to finish eating breakfast. Once she was finished, and after ditching the dishes in the sink, began her inventory and dusting of the main library.

'So, can we discuss what you're going to do about acquiring the love you need?'

'I am going to go visit Pinkie Pie, get a Death by Chocolate cupcake, and ask her if I can have a hug. Pinkie is a great friend, and that should be enough to keep me going for a while.'

'Ah, yes, the pink one. Hmmm, she might be willing to go for a fling as well, you should ask about that.'

'Unless you have a spell that can completely get rid of inhibitions on the caster, then I am SO not asking her that question'

'Oh, I do, actually. Would you like it?'

'Not right now, thank you.'

After a mental shrug from the changeling, Twilight moved about, finishing her chores before leaving a note for Spike and making her way to Rarity's. Upon her arrival, the studious unicorn noted, with some displeasure, the stack of luggage in the window. Rolling her eyes and knocking lightly on the door, she waited for the seamstress to respond.

Five minutes passed before Twilight became worried and teleported inside. The first floor was dark and there were some sounds coming from upstairs as the unicorn cast some defensive spells on herself and prayed that Rarity was okay. Options flashed through her mind as she reached the door to the bedroom and bucked it open. There, laying on the bed with her hoof between her hind legs, was the Element of Generosity, her mane completely out of sorts and her coat matted with sweat. As Twilight felt her face heat up, Rarity finally shook off the shock of the door opening and then landing against the opposite wall. The seamstress quickly threw a blanket over her. "Twilight! Darling! What... What are you doing?"

"I... I knocked. You didn't respond. I heard noises," she said, blushing profusely even as the scent in the air turned her on, "I guess... you're okay though... I came to help you unpack."

Rarity cleared her throat a little, "Right, of course, I forgot."

The two mares stood there in silence for a moment until the third party in the room spoke up, 'You know, you could offer to help her finish up.'

'B-but...'

'Try it, use the techniques I taught you. This will be a great first run.'

Twilight gulped before moving closer to the bed, very slowly. Rarity simply sat there looking confused. Twilight placed a hoof on the bed before helping herself up, giving the seamstress a rather seductive look, "You know, Rarity. I could help you... finish this before we start unpacking." 'Oh dear sweet Celestia I can't believe I'm doing this...' Her horn glowed a soft lavender, lowering her own and Rarity's inhibitions.

'Yes, good, this should work well. She's already turned on...'

Rarity's eyes glazed over slight as she looked Twilight over, "You know, darling... I didn't notice earlier, but you look... much more attractive than you used to..."

"Oh, I've been working out," she said with a grin as she moved in to plant a soft kiss on the other mare's lips. Rarity kissed back, sending a spike of energy into Twilight that made her moan in pleasure.

Rarity extracted her hooves from under the sheets and pulled Twilight closer, pressing their bodies together as they broke the kiss with heaving breaths.

A/N: Next chapter will be the clop scene. I'm going to do that for those of you just want the plot without the clop. All clop will be it's own chapter.

Chapter 3.5 (Clop warning)

Rarity panted, staring into Twilight's eyes, "Twilight... what's going on? I feel... so hot..."

The other mare ran her hooves down the seamstress' thigh and shook her head, as if trying to clear it, "I... hormones create pheromones which could intensify certain urges..."

A/N: and that's as far as I got. I've written this about eight different ways and all of them were terrible. I am bad at clop between ponies. Now if they were human I'd be fine, I can write that till the cows come home, but for some reason adapting maneuvers to ponies doesn't seem to work. So, there won't actually be any clop in this story, but I will be continuing it, just clop free. Well, mostly. I might describe some things now and then, like Twilight's little self-session. Otherwise, no more clop, but a lot of intense makeouts at the very least. Kinda like what I did with L&L and Midwife Crisis. Hint at it, then go past.

Hopefully this will stay funny, and romantic, and keep going as I want it to. I've read too many Changeling Twi fics with the Dark, sad, or tragedy tags. Time for a fun one damnit!