Luna startled awake as a scroll popped into being just beside her head and fell on her pillow. Her horn shone with dark purple swirls as she caught the runaway scroll before it rolled completely off the bed. Who could be sending scrolls and in the middle of the day? All ponies in Equestria knew she was Luna, the Moon Princess, Guardian in the Night, and that she reposed while her sister raised and lowered the sun. She was surprised to see her sister's seal holding a magical privacy ribbon. She opened the scroll.

"Oh no!" It was clearly her sister's familiar, flowing script. Twilight Sparkle had suffered a magical backlash, it read, while performing a powerful spell, and was unconscious. Her sister's pet student was quarantined in the Golden Oaks Library. Celestia was going to launch an investigation and requested her presence at the Aurora Atrium for conference.

Princess Luna had a mixed relationship with the diminutive unicorn, to say the least.

As the Guardian of the Moon, Luna had studied long and hard for the good of Equestria, but when the ponies had shunned... no, slept... during her time, she had felt so unappreciated. What nopony besides family knew was her true title, Mistress of the Dark. She was more feared than loved, she lamented, because she was privy to the darkness inherent in all ponies. Her province was in dreams and desires, the much maligned mercurial nature of the moon. Celestia embodied the searing honesty of the sun, bringing life to all. Her own role was much murkier. What the Sun grew, the Moon nurtured. What was raised in the light, rested in the night. And what passions were hidden from the Sun, the Moon soothed or sated them. Those were concepts most ponies did not understand, and what they did not understand, they feared.

Luna's passionate character, easily aroused self-consciousness and desire to please made life difficult without careful and deliberate perspectives of memories. That she had been studying the most extreme and darkest forms of magic at the time had probably influenced her towards anger rather than forgiveness. In her grief, she had convinced herself that with enough exposure to the power of the moon, the ponies would come to appreciate its beauty and magic. She had forgotten the role of the Moon in the larger scheme. Her pride had prevented her from acceding to her sister's pleas to allow the return of the sun, for both would tear Equestria apart. They had fought, she had been imprisoned, and the two sisters had lost their bond with the Elements of Harmony along with their filial innocence. The Elements had passed on to none other than the self same Twilight Sparkle and her friends.

The Elements had been created when they were still young. The two sisters had snuck into and defeated the ruler of the Crystal Empire. Celestia and Luna had barely managed to banish the power crazed unicorn King Sombre but their elation of victory had been short lived. Magically exhausted, they were unable to prevent the rule of Discord. While the two Princesses recuperated with the help of a friend, they resolved to never let themselves wane again if such a threat were to be found once again. After many trials, the two sisters combined their magic and created the penultimate relic of power that could only be used with the best intentions, and tied them to virtues of the heart. The Elements were not designed to kill, but to give the good in anypony a chance at redemption. Armed with such power, they turned Discord to stone.

Celestia had known her spell would last only one thousand Summer Sun Celebrations and had planned for Luna's return accordingly. She had quietly and carefully delineated a separation between Nightmare Moon and Luna, all the while searching for somepony with the purity of heart to wield the Elements. She had seen the potentials of her subjects and had directed a few towards the one town that was closest to Canterlot. While it irked her to no end that her plans had been so transparent to the older mare, Luna felt an instinctive burst of affection that she was still at the forefront of her sister's thoughts. And so, Twilight Sparkle and her friends had stopped Nightmare Moon and allowed the return of Princess Luna, who sorely missed her sister, and Celestia's carefully orchestrated reunification event allowed for the least loss of pride for all.

During the first Nightmare Night after her return, Luna felt that since it was her night, that she should visit her subjects as they traipsed from abode to abode in a confection fueled masquerade. What she hadn't realized was that the holiday had been originally held out of superstitious fear of her battle ego, but after such a long period of time, had simply become a celebratory event. When Luna had heard the shrieks of the children, she had not recognized the delight that had underscored their cries. That same self mare had taught her the idea of... trusting... her subjects instead of dictating. After a millennium of her sister's lackadaisical rule, most of Equestria was nearly autonomous and self governing. It was a chaotic state of affairs that worked for the lightly populated towns. The larger cities required greater presence, and this, Canterlot could afford.

What Luna didn't want to think about was the jealousy that Twilight Sparkle inspired in her. She feared to admit to a natural competitive reaction for Celestia's affections. She was the little sister! The Moon to Celestia's Sun, ever revolving about each other in an indisputable and irrefutable cosmic ballet. Celestia was hers, as she was Celestia's. Yet this upstart little unicorn had captured the attention of the Sun Princess, leaving the Moon Princess lost and perplexed. With her haplessly adorable wiles and her endearing obsessive compulsive habits! If it wasn't for her cute snub-muzzle and sleek, well-groomed mane... Luna snorted in annoyance.

Enough wool-gathering. Celestia had requested her presence a little prior to sundown to discuss the matter. Luna sighed. She knew that little Twilight Sparkle was the lynch pin, the foundation of a plan that had been laid over a millennium past. Again the Sun would shine and the Moon could but only follow and reflect the fiery glory.

~ o0o ~

It felt like waking up in the middle of a whirlpool, an infinity of disorientation. Each time a thought presented itself, it was whisked away by the maelstrom. Nothing seemed to stick. Nothing seemed to make sense. There was no feeling of euphoria or elation, an absence of up or down. At its core was a deep, dark weariness.

She could hear noises, but they seemed to be far, far away. Distance was measured by the pulse of the earth, time in cosmic thimbles. She felt an odd sensation of rising out of those murky depths, or being released into a bright aura, born into someone.

Sounds were warbling in and out, alighting on the plain of her consciousness and immediately forgotten. Sounds became words, aura became light. She was unable to understand because she couldn't remember it in time. At times the sound marred the smooth swirling motion of her mind. The waters were receding and her illumination awoke.

"... -king up!"

"...-h my! We'd bet-..."

"...-our name? What's-..."

She squinted her violet eyes, blinking against the bright sunlight streaming in and warming her coat.

"..-hat's your name?"

Name... what did that mean, a name? What was in a name? Name, name name.... The whirlpool in her head was losing force and a sudden inspiration stuck her.

"Twilight.... uh... Sparkle..."

"We need to send for Doctor MacHoovey."

"What day is today?" It took Twilight a moment to realize that last was directed at her.

"Um,..." she thought hard for a moment, the words hard to grasp and bring to the surface of her consciousness. "Hooves... day?"

"We can't, it's Windigoday, he'll be half way to Fillydelphia by now for his other practice." As her eyes rolled and she tried to force them open, tearing at the brightness of the room, she could hear a frantic, whispered conversation, too low to hear. Windigoday? how could it be Windigoday? There was the clatter of hooves and the light suddenly dimmed. She could see a blurred figure standing by the window, having drawn the curtains. When she was in the archive, it was Hoovesday. It was at that point that Twilight suddenly realized that she was in bed and not in the archive. What had she doing in the arch- oh... right.

The mattress dipped as a light blue earth pony sat beside her and gently drew a hoof below the unicorn's eye, wiping away sun drenched tears.

"It's alright. It's okay, you're okay," the nurse said. She knew this pony.... Tenderheart, a recent graduate from the nurse academy, just a little older than herself. The young pony continued to stroke her face and mane. It was a soothing gesture that lulled her towards sleep and threatened to send her back to oblivion. She sighed, enjoying the rhythmic feeling before her eyes snapped open, suddenly realizing just how familiar the touch was.

She tried to push herself to a sitting position. Hooves slipped under her arms, helping her up and back, onto a fluffed pillow that leaned against the headboard. It was more than one pillow. She suddenly realized she was seeing three of the Heart sisters. Sweetheart leaned against the headboard, having assisted her in sitting. Tenderheart was sitting close on the other side, a light pink flush on her cheeks, a dancing light in her pink eyes. Things were adding up quickly in her head, but there seemed to be something else going on that she wasn't quite able to grasp.

"Um..." she ducked her head sheepishly. "Backlash?"

"That's right, Twilight," Redheart said, stepping closer. "How are you feeling?"

"I don't know... Tired?" Twilight thought about it for a moment, bringing a hoof to her mouth. "And my head... heavy." The white earth pony sidled closer as Tenderheart put a forehoof on her forehead, just under her horn. A slight brush on her horn caused a frisson of a strange sensation to ripple through her. Twilight gasped.

"Oh, I'm sorry!" Tenderheart was immediately contrite. "Did that hurt?"

"No... no, I-" Twilight wasn't sure. It wasn't pain, not exactly, but it was intense. "It wasn't painful, just... I don't know how to describe it," she finished lamely.

Redheart nodded to Sweetheart and the pink freckled earth pony left the loft. Twilight could hear the mare trot out of her room.

"Hungry?" The eldest Heart sister asked. As if in response, Twilight's stomach growled loudly. The unicorn covered her stomach with her forehooves, blushing with embarrassment, while the two nurses smiling indulgently. "I'll take that as a yes. Nurse Tenderheart will take your vitals while Sweetheart helps get everything ready." Tenderheart scooted even closer.

"Let's start with your tongue," she said a little breathlessly. Twilight opened her mouth and stuck out her tongue. Tenderheart held her jaw with a hoof and tilted her head back and forth as she checked inside. "Say ah."

"Ah?" Twilight said. The light blue pony nodded. Tenderheart's chest rose and fell in a fascinating flutter, her cheeks still dusted by a pretty blush. She had a cute, dainty way about her that was different from the no nonsense Redheart or the gruff athletic beauty of Sweetheart. Wait... cute?

"What do you know about backlash?" It took the confused unicorn a moment to realize the head nurse was speaking to her.

"Um, well, only what I read in The Magical Compendium of Unicorn Maladies, but it was the old fifth revision,... and what I was taught at The School..." Redheart smiled encouragingly and twilight continued. "When a spell fails the magic can return to the source and can interfere with the magic leaving a unicorn's alicorn, causing a disturbance which disrupts the flow, and like two streams of water, the magic can cause a condition known as backlash..." Twilight realized she was rambling as she was want to do and stopped speaking. "But you already know all that," she ended sheepishly.

"Very good," cooed Redheart. "And what is the emergency procedure currently available to the medical profession?"

"S-siphoning," Twilight mumbled, once again embarrassed.

"And what is Siphoning?" The white coated nurse stepped closer. Do we need to talk about this? Twilight wondered. While perfectly natural, Siphoning was too close to masturbation for polite conversation, especially amongst unicorns.

"Siphoning is the... manual manipulation... of the horn..." her blush intensified, and she dropped her gaze to the bed sheets along with her voice. A clatter of hooves announced Sweetheart's return, but Twilight couldn't bear to raise her eyes.

"And... what is the purpose of Siphoning?" Redheart's gentle voice took on a seductive quality but the small purple mare didn't notice, mired as she was in her awkward dilemma.

Twilight mumbled softly, her cheeks glowing a bright rosy hue, her head ducked down. Somepony sat down, opposite of Tenderheart.

"I'm sorry, honey, we couldn't hear you," Sweetheart murmured in her ear and Twilight gave an involuntary twitch.

"T-t-to induce the d-d-discharge of the magical s-substance a u-u-unicorn's horn is m-made of," she stammered. The two nurses bent down and passed something under her bed as Redheart sat beside her.

"And what happens during Siphoning?" The white mare lifted Twilight's chin and stared at her with lovely lavender eyes.

"A-a-alicorn ejaculation?" Twilight stuttered in a whisper. Redheart cupped her cheek with a forehoof.

"There, that wasn't so bad, was it?" Redheart sat back. "Now, we've had to perform an emergency procedure last night and you said your head still feels heavy?" Twilight nodded. The other two nurses passed another clinking object under her bed, near the footboard. The white earth pony continued, "that means that you probably need another session. But this time, you're awake, so we'll need to take some precautions."

"Precautions?"

"Yes, for the safety of the patient and the specialist performing the Siphoning. Now," Redheart smiled, "spread out your forehooves." Twilight hesitated, then stretched her forelegs across the headboard.

"Like this?"

"Yes, perfect." Redheart glanced at her sisters. "Are we ready?"

"Ready," Sweetheart replied as the pink and blue earth ponies suddenly seized Twilight's forehooves and tightened soft bindings around her elbows. Twilight instinctively pulled away.

"Hey! What are you doing?" she asked, beginning to worry. There was something strange going on with the three sisters!

Redheart stroked her forelock and her eyes automatically drooped with the soothing gesture.

"Shhhh," the white mare hushed her, "don't worry, honey, this is just so when you ejaculate, you don't accidentally kick one of us. And I can tell it will be especially powerful." Twilight looked into those smokey lavender eyes and felt herself responding in a strange way. Her breath became short. "Trust us," Redheart crooned. Twilight nodded uncertainly and sat back, propped in a sitting position. Sweetheart and Tenderheart secured her hind legs with a special harness that secured her hocks, holding her spreadeagled.

"I didn't, um," Twilight babbled, completely flustered at the position in which she was being restrained, "realize how, uh, this position, it's kinda, oh..." She was painfully aware of how... exposed she must look.

"Alright, girls," Redheart said, her own cheeks dusted pink at the delectable mare before them. "Let's show Miss Sparkle how we Heart's roll, hmmm?"

The white mare straddled Twilight's barrel and each of the other nurses took position on either side.

"Wait!" Twilight had a moment of panic. "I, um, I've never- oh, Celestia!"

As Redheart lowered her lips slowly towards the horn, the little unicorn thought she could smell a hint of musk coming from the nurse's nether parts, a woody, tangy smell that brought a rush of feeling that she recognized as arousal. The small librarian squeaked as the mares moved closer, hemming her in. She'd read about filly fooling before but she'd never really been intrigued past academic interest, but the scent of the white mare as an intoxicating aroma that sent a shock through to her very core. Twilight whimpered in an unfamiliar combination of desire, embarrassment and trepidation when suddenly her horn tingled. Three very wet, very firm tongues traveled simultaneously from the base of Twilight's horn to the tip, tracing wet slurping trails across the spiraling ridges.

The purple unicorn gurgled, her hips twitching. The pleasure that shot from her horn to her marehood was an epiphany of sensation. Her muscles contracted and heaved as the intense feeling roared through her young body. It was like nothing she'd ever experienced before. Tenderheart and Sweetheart began to lick up and down her smooth, ridged alicorn while Redheart flicked her tongue in a frenzy at the tip. Twilight cried out as a wash of ecstasy threatened to drown her consciousness and she could feel a tightness welling up at the base of the horn, reminding her of the spell she was trying to complete in the archive. At the time, she'd only used her own hoof. This felt a thousand, no, a million times better.

Oh Celestia, oh Celestia, oh Celestia, her overheated mind chanted. When Redheart sucked firmly at the tip, lathing the underside of the horn with her tongue, Twilight gave a long, quavering, plaintive cry. The white earth pony moaned in response as a thick gob of alicorn spurted into her mouth and squatted lower; the unicorn could feel the heat of Redheart's sex hovering over her, felt moisture dripping from it onto her coat. The other two mares had each seized one of her elbows and were trying to force Twilight's well manicured (thanks to Rarity, Fluttershy and their frequent hooficures) hooves into their marehoods. Their slick lust was drenching her fetlocks, and her hooves moved as if on their own accord, stroking and kneading the wet, soft folds. Moans filled the shelf lined room.

Redheart couldn't stand teasing herself anymore and thrust herself roughly against Twilight's chest, whinnying as the ecstasy built inside her. Her marehood was lubricating heavily and she was leaving a squishy, sticky, matted mess all over the little unicorn's chest. The little librarian didn't seem to mind; her purple eyes were crossed with pleasure, her tongue lolling out of her gasping mouth. Soft mewling cries were being coaxed from her dainty lips.

Redheart relinquished her hold as a second pulsating gob filled her mouth and she groaned at the sensation of the magical dissipation. Tenderheart immediately glomped on with her lips, eagerly sucking and tonguing the tip. Sweetheart continued to nip up and down Twilight's faintly glowing horn. The purple unicorn moaned as more alicorn spurted into Tenderheart's mouth. The alicorn dissipating in her mouth pushed her over the edge. Grinding furiously on Twilight's hoof, she screamed, the horn muffling her cries. She thrust in time with her pulsing marehood, her passion squirting past the hoof firmly embedded inside her. Twilight gave a squeal from the vibration and another thick gob of alicorn pulsed into the light blue mouth, sending the lust crazed mare into a higher orgasmic release.

Twilight could feel her marehood lubricating all down her rear and onto increasingly slick sheets. Her folds throbbed with desire. She could feel her muscles palpitating, as if waiting for something. There was a deep emptiness that desired to be filled and Twilight whimpered as the light blue nurse finally slid sidewise, her lips releasing the horn with a wet popping sound. Redheart had the presence of mid to grab hold of her younger sister before the mare had flopped off the bed as she continued to rub her groin on Twilight's chest, and draped the young, pleasure addled mare over the headboard.

Wasting no time, Sweetheart wrapped her lips around the unattended horn and began bobbing her head feverishly. Alicorn was continuously dribbling from Twilight's hard shaft and Sweetheart's eyes rolled up, her eyelids fluttering as the magical substance coated her mouth. She took the alicorn into her mouth, her lips touching the base, her tongue busy. Twilight made a high pitched whinny, her body writhing and twisting each time the freckled pink mare took her entire horn down her throat.

Redheart couldn't take it any longer. She turned herself around, her tail lifted high in arousal and presented her marehood to the moaning unicorn.

Twilight, in trance, stared at the wet, dripping core before her. She had never had any prior sexual experience, and here she was being sexed by three beautiful nurses, who were still wearing their little white caps. She had never really had much interest in fillies, but judging from her reaction, perhaps she was wrong. Her mouth salivated at the sight of Redheart's engorged folds and the pulsating puckered dark spot above it. She could feel the white mare's breath hot on her thigh and it was driving her mad with desire, her hooves curling, raising her hips upward as the nurse blew teasingly over the small nodule at the head of her soft delicate flower. Not waiting for assent, Redheart thrust her marehood down onto Twilight's muzzle, spattering some translucent marecum on the little librarian's nose. Twilight moaned and, although inexperienced, immediately and enthusiastically licked from crown to hoof of the wet slit presented to her. Redheart wrapped her forehooves around Twilight's thighs, wrapped her lips around the small nob, groaning in ecstasy. Twilight gave a high pitched whine as fluids spurted from her own vagina.

A glowing mixture of saliva and alicorn was dripping onto Twilight's forelocks. Sweetheart continued to bob up and down the horn with wild abandon, sucking and tonguing. Redheart rode Twilight's snaking tongue, screaming her muffled approval into Twilight's core. There was no thought. Only a blinding swirl of pleasure that rose higher and higher. The Sweetheart couldn't tell one orgasm from another, the potent alicorn spurting almost continuously.

Redheart's entire body quivered. Spurt after spurt marecum splattered all over Twilight's face, the white mare's hips twitching uncontrollable, the nurse's tongue lathing on her. The glow from the horn began to pulsate a bright green. Tenderheart, who was recovered from her post orgasmic bliss, roughly pulled Sweetheart off the horn, spat onto both her forehooves and began to pump the full length of the horn. Twilight's eyes which had been shut from Redheart's spurting marehood suddenly snapped open. Bright green light shone from her eyes and her horn pulsed, the magic strobing faster and brighter with each of the blue pony's strokes until it was nearly blinding. The glow began to envelope the purple unicorn, light streaming from every inch of skin. Even her marehood was glowing. The massive green aura rose to a blinding incandescence. Twilight drew in a deep hissing breath and held it, her entire body vibrating with tension. The glow suddenly contracted to a tiny pinpoint that hovered over the rigid unicorn's clitoris.

Twilight screamed loud and long, a protracted groan that seemed to go on and on. The bright point of light exploded in a ball of green electrified aura, magic whipping air into a hurricane force that made the Hearts' coats tingle with pleasure. Light poured out of Twilight's marehood, coalescing around her clitoris. Alicorn spurted from the horn in a thick steady stream all over the orgasmic Redheart's back, mane, dock and rump. The white mare's shrill cry was impossibly loud, the magic dissipating all over her. The flow spattered Tenderheart in the face, spraying thick gooey alicorn. The blue mare fell back, her body convulsing as her body was covered with the magical substance. Gobs fell all over Twilight's face and chest. Sweetheart lunged to wrap her mouth around the tip and gave a fervent groan as the alicorn filled her mouth. She swallowed furiously, her insides dancing with the pleasure coursing down her throat. Sweetheart's eyes rolled up into her head and she fainted, collapsing over Twilight's body, pushing her twitching sister askew. The remaining green magic coalesced into a shape between Twilight's legs and winked out.

For several minutes, she panted, the world refocusing as she surfaced from the haze of pleasure. Twilight lay back on her bed's headboard in a stupor. All she could feel was an odd sort of emptiness; her body was satiated but her heart was another matter. Sweetheart's pink rump was all she could see, the freckled nurse having fallen over her chest. Tenderheart had tumbled off the bed and lay gasping on her side against the cool wood floor, her coat shivering as aftershocks lingered. Somepony was sprawled across her thighs, who stretched, arching her back and driving an elbow downwards.

"Gahhhh!" Pain exploded from between her legs and she convulsed, her legs still restrained. The three earth ponies started at her sudden cry, their coats still coated with Twilight's incredibly sticky and potent alicorn. Redheart scrambled off the bed in a clatter. She had a long stringy glob matting her pink mane and dribbling off her muzzle.

"I'm so sorry," she cried in concern, "Are you-" The white mare stopped in mid sentence, her eyes widening and her ears laying flat in shock. The other Heart sisters raised their heads to peer at the suddenly silent nurse both doing double-takes as they spied what their eldest sister had fixated on.

"Is that... what i think it is?" Sweetheart finally said.

"I gotta get a better look!" Tenderheart scrambled to her hooves and stood beside Redheart, who continued to stare, open mouthed. Sweetheart did the same, and the three sisters stood side by side, just.... staring. Finally no longer blocking her vision, Twilight raised her head.

"What?" she asked the three nurses. "What is it?" Sweetheart simply pointed between Twilight's legs.

She looked down and gasped.

"How- what?" she stammered. Between her legs hung a stallion's... organ, yes the word was organ! A pink and purple mottle length nestled where her marehood was supposed to be. It was long, soft and thick. The head was sharply tapered to a point and the glistening length was as thick has her foreleg and just as long. Twilight's mind reeled. What was going on? It had to be magic! The last spell she had been working on... the spell!

Twilight had, of course seen medical texts on pony biology and she wasn't some filly that had just been foaled yesterday But she had never thought that the first erection she'd ever see.... was her own! Her head felt hot and she wondered if she was going to faint.

Redheart's mouth snapped shut so quickly that her teeth clicked and she stepped closer and peered at the sudden, impossible appearance of the soft member between Twilight's purple hind legs.

"It can't be contamination," she said in a querulous voice. "MacHoovey did a very thorough scan!" Tenderheart knelt her forehooves on the bed, taking a good long look.

"Look," she said brightly, "there's her marehood, just underneath!"

"Wow, you're right!" Sweetheart exclaimed. The three sisters suddenly had identical hungry grins.

Her head felt heavy, like the time she'd made fairly powerful spells, but there was something.... more, and the looks the mares were giving her, instead of disgusting or frightening her, was intriguing. Abruptly, she could feel a strange sensation from her private place. The soft moist length was beginning to grow as the mares continued to stare avidly.

"Why do I have a-a-a stallion's.... thing!" Twilight squeaked. Her world had just skewed. "There? What is it doing?!"

"Does it work?" Tenderheart said aloud, voicing the same thought the three Nurses were wondering.

"Only one way to find out," Redheart grinned. Her two sisters returned it with equal lasciviousness.

"Wait, what?" Twilight gaped, her mind racing. "Can I get something to eat? I'm starving!"

"Oh, you will," the pink earth pony winked.

"You first, big sis," Tenderheart generously offered.

"No! No, no, no, no,no!" Twilight thrashed in panic. She concentrated and a magenta glow formed around her horn.

"Was MacHoovey ever this big?" Sweetheart smirked as Redheart reached out and eager hoof. The moment she touched the stallionhood between Twilight's flanks, there was a brief green flash around the desperate unicorn's horn and the magenta glow winked out.

Twilight drew in a shuddering breath as Redheart's hoof gently fondled the hardening member. The poor little librarian's mind reeled. Not only had she just had her first orgasm, it seemed the her first experience with a penis was going to be her own! She attempted to raise her magic but the sensations now flooding her loins were so exquisitely distracting she couldn't raise even the faintest glow. It was as if pleasure was pooling down between her hocks in a way that made her want to squirm. It was a strange feeling of not quite pain, not quite pleasure but she instinctive twisted. Sweetheart spat a large god of saliva onto the growing protuberance adding lubrication and Redheart began to pump the turgid length with both forehooves.

"Oh, Celestia," Sweetheart breathed, "it's getting even bigger!"

"No!" Twilight gasped, distressed. "No it's not!"

An then her thoughts were interrupted as the three earth ponies jumped on top of her, her turgid shaft bobbing above the length of her belly.

"Wait!" was all she could get out before one set of lips closed on her alicorn, another landed on her own lips and a third on the great big thing between her legs.

~ o0o ~

The Changeling Queen wanted to cry.

She sat on her granite throne, a deep dark hall that stood at the pinnacle of a spire that towered over a dark subterranean mountain range. Even at five thousand feet above the Hive, she could feel the prevalent uneasiness of her subjects.

Tartarus had been her home for so long, yet she knew she wouldn’t miss the unforgiving crags, the monstrosities that roamed the desolate rocky plains, the hidden deadfalls and the screams of souls being expiated by her minions.

Minions who had been starving prior to their attempted invasion of Equestria. It had been a last ditch, desperate gambit that had completely fallen apart. She suspected that they had spent much too long absorbing the aggressive emotions of the Dragons and Griffons. What had they been thinking, when they had decided to assault the most powerful nation in existence, even if it was populated by diminutive, vegetarian ponies?

That's what we get for spending too much time with dragons, Chrysalis mused. She was feeling contemplative. How had it come to this?

It was she who had chosen to take on the mantle that now weighed heavily on her. As Guardian of Tartarus, she held many, many secrets and it was because of her sacrifice all those centuries ago that the two sister monarchs had been able to defeat Discord.

Celestia used to visit in the early years, but eventually, their responsibilities made it near impossible to see each other. The tedium and the stress of dealing with all the souls of the deceased had required Chrysalis to lend some of her power and authority to her friends, meting out the punishment of the damned in her name. Celestia hadn’t liked that but what was she to do? With the pony population growing ever larger under the sisters’ rule, the sheer volume demanded not only the Furies, but the creation of the Hive.

Celestia had been worried for her, saying that making the minions out of her personal loneliness would lead to no good, that it would change her. How could the Sun understand the Shadow? She was surrounded by lush vegetation, and a thriving community. Chrysalis was surrounded by the Stygian wastes, sulfur, brimstone and the screams of the damned. Celestia had even helped her with the Elysium Fields, but once the project was compelted, her attention was diverted elsewhere and the loneliness returned. They had argued long and often; in the end, Celestia stopped visiting after the first Changelings had been created.

Of course, the Solar Princess had been right. Chrysalis changed over the years. She grew fangs, her legs taking on a chitinous quality. Her once proud wings had adapted to the toxic fumes that surrounded the afterlife. As the number of her subjects grew, the Hive mind evolved into the near constant din in the back of her consciousness. And without Celestia, they were family now, and she was their mother. With nothing to eat, they fed on the emotions of others. But even so, it wasn’t the right food. They needed more.

Her children needed love.

She must have been mad to think they could succeed, although they nearly had. It had been a long laid strategy, and true to her calling she had taken the most dangerous aspect of the plan unto herself. Her Princelings had pleaded long and hard but could not argue the fact that if her Equestrian counterparts suspected the doppelganger switch that was the core of their strategy, she was the most able to weather that storm.

On the heels of their defeat, Princess Cadance and her consort had arrived as peace envoys to Tartarus, where the Changeling hive lay. In the past, Celestia would have arrived without fanfare in her golden chariot, drawn by a few of her personal Guard, but that time was long past. Cadance knew that the Chrysalis was beaten; her children were too weak and scattered to be a substantial threat. SHe had gently, but firmly required a treaty to solidify the role to which the Changlings had fulfilled and would continue fulfilling. With the terms of peace settled, Princess Cadance, bolstered by her love Shining Armour, had fed the nation. It was a humiliating boon to sustained her children by the love that had defeated them. That all changed when the Alicorn of Love had been withdrawn and sent north to the frozen wastes to deal with the sudden reappearance of the Crystal Empire. Cadance was now installed and crowned as the Crystal Princess and would not be returning, much to the regret of Equestria and dismay of the Hive. The fount of emotion she had left behind had finally dwindled to nothing leaving Chrysalis frantically scrambling her minions to find new sources of symbiotic sustenance, once again spreading her surviving children abroad.

The well kept secret that most Equestrians did not know was that the Changelings had a place in Celestia’s grand scheme. They guarded Equestria from the shadows as spies and informants. They gained sustenance from absorbing the emotions of others; ideally it would be a symbiotic relationship. Along with that symbiosis, however, came the danger of being influenced by those emotions. The Hive had permanent cells in almost every nation, from dragons to griffons to Diamond Dogs. These were easy to fool, but Chrysalis had never liked the necessity. Dragons were too aggressive,griffons, too militaristic, Diamond Dogs too greedy, and really none were that intelligent.

The renewed treaty with Equestria had patched the rift between Tartarus and Equestria, with the Changelings operating incursion and information cells for the two Princesses. It was a very quiet and comfortable arrangement that provided sustenance that would be rotated out.

She shuddered in disgust. It was under Celestia's hoof that had driven the Hive into such desperate straits and now, with the reunion of the two most powerful Alicorns ever to walk Equestria and the Lunar Princess installed without much incident or repercussion, the Changeling's window of opportunity to rule those green lands had closed, permanently. Chrysalis could see no bright future for the Hive. but a long dwindling death. She could feel her subjects all around her. The drones toiling at their drudgery. The warriors fierce and loyal, standing at designated posts or training. The spies in their far flung enclaves, going about their craft. The punishers in the depths of Tartarus, meting out the judgement of the Furies. The Princelings who lounged around her at all times, engaged in idle gossip or games. The predominant sense was of hunger.

Without a central emotional source for the Hive itself, already she was receiving reports of cannibalism among the lower level drones. Changelings could feed off each other's emotions, but without an external emotional source, this created an Ouroboros Effect, named after their greatest and most tragic ancestor, which inevitably ended in death.

She brushed her long, fine, silken mane, careful not to catch any in the ventricles in her forelegs.

The Queen looked morosely about her throne room, a dark and desolate hall, carved from stone by the finest craftsdrones of their race, with high vaulted ceilings and long, wide spaces. At the foot of her vaulted dias lounged the Princelings, waiting to attend her every whim and fancy. Her warrior drones stood at attention at the foot of her dais and along the halls at regular intervals, but there was a telltale hunch to their proud bearing, Sometimes, she really did feel like the warden of a prison. Anger flashed in her eyes and she could feel her children tremble at the lash of her emotions.

All of a sudden, a powerful presence intruded into her mind in a blinding flash of green.

When her vision cleared, she could feel the entire Hive had been jolted to a stop. Even the larvae had stopped eating and defecating for a moment. What was that? What had just happened? Chrysalis could feel the steady, heady pulse of something in the far distance. Something in Equestria. She bit her lip, lowering her heavy lidded eyes, shadowed in iridescent emerald with hints of turquoise blue, and considered. It was a flare of magic that rippled the arcane plane and was so powerful, even her spiracular wings were still twitching from echos. Her mind raced as she tried to recall the last blast of powerful emotion they had experienced... and in the middle of the tremors on the magical planes, there was a soft, tantalizing call... as if she had somehow gained a new subject...

She would need to investigate the enclave nearest to this sudden presence. And this just might be the solution to their famine. The Queen allowed herself a single tear of joy at the hope that welled up inside her, and she knew her subjects would feel the flood of happiness. Below her, the Hive buzzed with renewed vigor.

She could save her people after all.

Author's Note

The Heart sisters have Twilight at their mercy. Who will save her and when can she get some real food? All this clop and she still doesn't have a date of Hearts and Hooves day!

Luna and Celestia know of the sitch and are beginning to mobilize.

The Changelings are dying and Chrysalis is desperate for an alternative. Is Twilight the answer?

Stay tuned and see how things turn out when Applejack really lets her mane down!