Kindness: Re-edited Edition

by PlumBuckeredOut

First published 7th of December, 2013

Fluttershy bares more than her element in this clop-fic.

A seemingly peaceful stroll in the Everfree Forest, turns terrifying as Fluttershy encounters a Changeling lost from the big wedding that is in need of a "foal sitter".

...He might have brought some backup.

**Edit** Thanks to everyone/everypony for 220 likes, and 6,000 views!
WARNING:
This story contains corruption, mind control, breeding(pregnancy), and rape (non-consensual sex)
depending on your choices!

Interested in adding your ideas to the sequels? Post your general kink ideas here... and specific pone ideas here!

Prolapsed Prologue

Acid pumped through it. Into its muscles. Into its blood. Into its identity. This acid wasn't its end though, just the opposite. As it coursed through the wounded Changeling, hurtled from Canterlot to some overgrown forest. It stayed paralyzed, not only by pain but by the Hivemind's faint voice.

" Go, pass our past to a new queen."

So much had changed for it. It remembered being its queen's favorite stud, remembered charging at her newest foes. Then a stray shot from a mad unicorn's lazer casted it off far into the sky. Was it the only survivor? Was it just a remnant of a embittered breed? Remnant... The word resonated with it. It's what it wanted to call itself when things were simpler, when it was a prized stud. A he. But the Hivemind was flooding it with the truth it wasn't willing to accept. She was gone, and now he had taken over the mantle of queen, a lesser beta queen, but still all the knowledge of his kind's scarred past trickled through with clarity. Their reverence, their betrayal, their exile, their shift, to now and their present hollowed state. A remnant of the past. A broken body, with no ambitions of its own, until now. With the final whisper of her lost hive, Remnant stood tall. Eyes steeled with purpose, while the acid re-purposed its sinews and charmed its very breath.

Remnant opened its jaw slowly, puffing the think pine air past its scent glands. Two equine scents, one stronger then the other, but the other was much more fragrant. It followed the fragrance, darting throughout the forest until it spotted a small meadow. There was a blanket with a tea set for four, and little sandwiches filled with cucumber. Remnant inhaled the scent in heaves. Wisps of love essence danced around this meadow teasing his hunger pangs. Like chocolates on a starved belly. The love here was sweeter than anything remnant had fed on in the colonies. His old queen was right. Equestria was ripe with food. A muddled group of sounds rustled behind it.

Remnant dashed behind an old tree trunk, one with a perfect view of the hidden meadow. Then she fluttered by him. It held its breath, which grew harder as her beauty washed over him. As she entered the meadow unaware, Remnant relished in a slow inhale of her essence still thick in the air. She smelled like spring's most vibrant flowers. It backed itself further away after it noticed the trails of drool beading from its jaw. She was just too perfect. A creature like her was destined for the royalty his hive required. Even forest creatures followed her will like loyal subjects. She was truly something to make a bear drink tea from a cup smaller than its own paw.

But Remnant wasn't fit to herald her yet, not even the acid morphing it fertile could twist that logic. It needed some sustainable food to make sure when it met her again it could sweep her gracefully into her new dynasty.

It sped back into the darkness of Everfree.

Ch. 1: Miss Pignolia's Triple Truffle Surprise (v.8)

Fluttershy let out an open mouthed yawn. She leaned up from her couch.

"Angel Bunny?" She hummed in another yawn. She rubbed the back of her fore-hooves against her lids to jog them awake. Her cottage was oddly quiet, in fact she couldn't remember the last time Angel Bunny let her sleep so long. Her belly gave a low groan and she clenched it with a hoof.

"I must have slept through breakfast... I never sleep through breakfast!" Fluttershy thought as she started to trot to the kitchen, the size of her belly caught the mare off balance and it pinned her back hooves down as she fell.

"No!" Fluttershy moaned.

She clenched at her girth as she felt it move with its own intuition. No hunger had ever felt like this and she inspected her bulbous belly further to see it was multiple bulges rippling agianst her. The jolt of adrenaline help reawaken her nerves. New life squirmed within her womb's thick skin. She knew the stillness of her cottage was a clue, but all of yesterday was a haze to her.

"What is inside me... " She moaned, frantically searching her thoughts to anything that would help her remember... All she remembered was her embarrassing reoccurring dream with Big Macintosh loving her marehood. This time it felt better then the other times, what if it wasn't a dream after all? She slowly turned her head to see a very important clue standing above her worriedly. It was a Changeling.

The Changeling bowed to her and hummed happily. "You've awakened from your slumber my queen!"

"Qu-Queen?!" Fluttershy gulped as a splitting migraine consumed her of the past.

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---------------------------------------------("Yesterday"-Afternoon)--------------------------------------------------

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"Don't worry Angel Bunny, it's going to be a quick walk to get some truffles, and with Zecora with me I know I'll be alright." She said motherly as she gave him a hug. He gave a few worried squeaks and Fluttershy smiled softly, adding "I highly doubt that Angel, since Zecora has been coming and going from the forest easily. I know the wedding was just a few days ago, but I'm sure all the Changelings are gone. I told you that they flew off into the sunset and blinked like a star." Fluttershy put him down and patted his head. She tugged on her saddle bags securely and headed out into the Everfree Forest.

She remembered the spot where the spotted night truffles liked to grow in patches, it was just a left from the poison joke fields, then a right from Zecora's hut... Where was her hut again? Fluttershy stopped. Come to think of it where was Zecora? She looked behind her. She couldn't see her cottage. She gave a deep gulp and sighed softly, her ears twitched, heightened by her fear she cowered in a large shrub.

"I see one must still learn, that the paths in this forest can easily twist and turn."

Fluttershy sighed as she peeked her head out from the bush. "Thank goodness you found me."

"A bewildering thought, why one with wings doesn't consider flight, then you could see my hut with unneeded fright."

"I would have, but one of them got hurt when I fought the Changelings at Canterlot."

"I remember hearing from gossiping lips, come to my hut and I fix your wing... and I'll have no quips."

"I guess Miss Pignolia is going to have to wait on her triple truffle surprise."

Zecora was wearing her brown robe, the one she used to wear into Ponyville. The zebra placed a hoof gingerly to Fluttershy as they reached the hut. she hurried into the doorway

"Silly me for forgetting, I left my house in quite a mess. Wait out here for a moment so I can assess-" Zecora close her door too fast for Fluttershy to see inside. She weaved her glance through the leaves and trees to see what time it could be, it had been too long Fluttershy thought as she looked to the patches of orange sky above her. She waited and waited and soon grew restless enough that she puffed up her chest and knuckled as hard as she could on the door, well she would have if she hadn't closed her eyes. All she was doing was punching the cool air. She squeaked angrily at herself and, peeked into one of the windows.

Even though the hut was practically pitch dark Fluttershy could tell it was still a mess, even after all that waiting, but Fluttershy couldn't wait in outside the forest forever. She focused her eyes to lights of jarred lightning bugs scattered around Zecora's cauldron. She saw a figure move by the jars. Fluttershy opened the door squeamishly.

"Zecora... I'm sorry for barging in like this but I really must be going, I'm sorry for taking up your time." Fluttershy place down her saddle bags.

A gagged cough lingered as a figure emerged. "Not at all dear friend please take a seat... Just working on a salve for your tired feet."

feet?... " Fluttershy said bemused.

"Forgive me, my thoughts of late seems to come and go." Zecora mumbled haphazardly.

"Why are the lights out?" Fluttershy asked cautiously.

"From time to time the bright light from a fire hurts my zebra eyes. The remedy is simple, use the gentle light from fireflies. But I can understand your concern, soon it will be moon's turn. Tell me once more your ailment, so you can be on your way."

"My wing." Fluttershy said as she moved her body closer so Zecora could inspect.

"I have just the thing." Zecora said plainly. Her hoof rubbed a numbing slime, that made the Pegasus moan happily as it eased her pain. The zebra's hooves began to rub lower on the wing, until Fluttershy couldn't tell if she only had one wing. The sensation left Fluttershy wobbly, and motion-sick.

"Zecora... could-" The zebra placed a large glob of the slime to the other wing, working it in until Fluttershy felt wingless. It was a feeling that left her scared, but also relieved. She smiled graciously to Zecora. "Thank you so much!"

"Your welcome dear Fluttershy, but do you agree, for my services on your wings I should ask for a fee?" The zebra chuckled softly as she disappeared into the darkness of her hut.

"I... I guess... " Fluttershy squeaked. "I didn't bring any bits with me... could I pay you back?"

"You think simple currency can pay for what you have received? What I need is larger... what I desire can't be bought you see. I need you, and your talent to nurture and care. I have children that need somepony suitable, like you dear." Zecora's voice grew darker.

"I-I never knew you had children here... are you sure they are safe in the forest?" Fluttershy made her way to the firefly jars.

"No dear fluttershy, they won't be safe here at all... That's why I need your help." Zecora leaned in close to Fluttershy. As the pegasus pressed back onto the wall she nervously kicked some of the jars as she slipped. Her eyes widened as the bugs flew into the Zebra's hood. Their light was strong enough to show that Zecora's neck was bare. Before Fluttershy could gasp or scream, Zecora's eyes blinked to full aqua compound eyes. She hissed a green mist into the pegasus' snout that forced Fluttershy to sneeze to no avail as the mist had already started in its work.

It was an anaesthetic, though it wasn't strong enough to put her out cold, it was reeking havoc on her sight and smell. Fluttershy couldn't understand why there were Changelings in the Everfree Forest... maybe just one Changeling, but that wasn't important right now. She had other things on her mind right now, like the Changeling drooling above her. She cumbersomely moved to the door, the faster she tried the slower her muscles reacted. She heard the Changeling follow beside her, watching her crawl to the opened door. It gave a low hiss and spit a large ball of slime to the door's sill. Fluttershy ducked her head, gasping as droplets of the vile goo splash her fore hooves.

"This is it... " Fluttershy thought hopelessly. "I'm going to become Changeling food!"

Ch. 2: Oh... M-my! (v. 2)

Fluttershy shrieked as the Changeling leaned in close to her. Its breath was warm as it dug its fangs deep in her withers.

"Ow!" Fluttershy moaned, her eyes winced as she heard the Changeling flare magic from its horn. She cringed as the Changeling groaned painfully beside her. Effortlessly It turned Fluttershy onto her back. It leaned in, closer and closer until its lips pressed softly to hers. Fluttershy moaned sheepishly. Was it toying with her, like a cat with its prey? She choked on the Changeling's saliva as its forked tongue broke through her jaw's clench and slid its slimy tongue around her dry muscle. Its saliva tasted odd, like mud or rich soil and was distastefully hot. She shuddered in disgust when she realized she was tasting blood from the Changeling's fangs.

She turned away in vain, as the Changeling only moved closer to her, cocking its head above hers as it hissed longingly at her with eyes of compassion.It wasn't like the Changelings she fought at Canterlot Castle. Her mouth gaped wide, speechless as she felt its sex slide along her labia. The arrant size of its shaft left Fluttershy feeling lithe in comparison, its shaft's girth alone might be able use her throat as a cock sock.

'So this is what it meant when it asked for a home... wait-' Fluttershy grimaced. "...I didn't agree to this! " She squeaked. The Changeling ignored her giving a quick rub of its member on her stomach. It brushed its stiff balls along her shy clitoris as the two stared into each others eyes. She felt the Changeling's breathe become cool like spearmint.

She let out a soft moan as her frantic mind calmed. It let out a longer breathe, this one left her skin warm as she inhaled. She flinched to the sudden heat, letting out a quick pant. The Changeling lunged to her open lips and roped its tongue to hers tightly. It sprayed her throat with a thick mist that forced Fluttershy to sharply fling her neck back into the floor and gasp for air. As it kept her mind occupied patiently it prodded its tip into her slit, inching its girth in, getting her hole prepared. When Fluttershy noticed the Changeling's encroachment of her sanctum, her sex's greed sent Fluttershy into tears. The Changeling glared distraught at her perseverance, it was more than impressed at her resistance to Changeling magic. Even as her slit had become slick to the mist's aphrodisiac.

'There must be something else this Pegasus requires.' It thought admiringly.

"No." she moaned, her face becoming warm. A second slow rub of its shaft on her left her labia drooling in desire. She felt ashamed, how could she like this? She wanted to be with anypony else, not a Changeling! As the moon's light shimmered in through the hut's windows she could make out her rapist's features. Its body was long yet toned, like Prince Blueblood or better yet Big Macintosh. She wondered why this Changeling looked so different compared to the thinner drones that aided Chrysalis. Her mind snapped back to reality as she felt it penetrate her. It caressed its snout to hers as it slid the rest of its length deep inside her. Fluttershy let out a deafening shriek as the Changeling's hissing altered into an audible moan. She watched it transform into Big Macintosh, she stared bewildered. Was it reading her mind? The Changeling pulled out halfway only to ram back in sharply. Fluttershy cried in pain, head curling back to her neck as she stared at the ceiling. Its shaft climbed deeper each time it plunged its meat into her tight slit. She wept tears as her eyes made out the shape of a sac secured tightly to the ceiling, undoubtedly the true Zecora.

The Changeling roughly tugged her head back to its view, away from the ceiling as it pumped its meat faster, and with better precision. It shot out a fine mist of pre-cum as it reached as deep as it could and rested its cock in her. It let the mist flood into her tubes, coating her eggs. She closed her eyes as she felt her womb flicker in ecstasy in its inexperience. Fluttershy's whimpers increased when she could hear the sound their juices mixing. Until then she had been practically chewing on her lower lip to prevent her from showing any sign of pleasure. But she also knew it was worthless to try, as it could hear her thoughts, and inside there she was begging herself to be quiet. As every full push the Changeling gave the more her lip swelled, until the Changeling roped its tongue back into her mouth, and let the coy Pegasus' joy echo through the still hut. To Fluttershy it felt like hours of guilt-ridden joy washing over her body as the Changeling's alien-ribbed member rubbed, twisted, and tugged her marehood in every crevice. After all that elapsed time even her predator was panting, as if unable to climax. Truth was he needed her to climax first, and he was eager to fix the issue.

The sheer amount of involuntary gasps and moans had forced Fluttershy to hyperventilate in order for her to breathe. Even with the desirable length and the exotic grip its shaft held over her, the heart-pounding rhythmic throb from her engorged clitoris was making it impossible to fully give into its demands. The Changeling craned his neck to her displeasure, smirking when it found out why. It focused on its tongue letting it become long enough to lick at her clit. Fluttershy banged her head again to dirt floor, as drool began to puddle from her constant panting mouth. She felt her thighs shamelessly assist the Changeling as best they could. She wholeheartedly loved what the Changeling's meat could do, yet she wished she had listen to Angel Bunny, that she was able to tell Pignolia that Everfree truffles were just simply too dangerous to get no matter if it was her birthday... yet a more frightening thought soon probed her mind. What would her friends say?

Fluttershy groaned greedily as the Changeling retracted from her, as she was inches from carnal nirvana.

"You-Promised home." The Changeling grunted to her. She flushed hotly at Big mac's giant green eyes, as she reminded herself that this wasn't him.

"I P-promised Zecora-" Fluttershy corrected in between pants. She shamelessly forced her thighs forward to rub her labia against the Changeling's eager shaft.

"I ask you now...They need home." It noticed her desperate attempt and leaned in closer letting his shaft slide along her drooling slit.

"I... Change back to yourself. I can't listen to Big Mac ask me this!" Fluttershy cried. The Changeling nodded, reverting to its black form.

"It is imperative that my kind survive... Help us." Its voice becoming more pronounced, yet eerie like his queens.

Fluttershy's body twitched, she could understand it? Nothing seemed to be making much sense, never mind thinking critically under her sexual duress. "B-but you've already taken my marehood... why not 'get rid of me'...l-like Zecora!" she said.

"Because you are Kindness... known for her understanding and compassion..." The Changeling hung its head low. "I planned for this night... I wanted it different, but I became too hungry. I learned your routine, found who you wanted to be with...The Zebra is in no danger, merely in a hibernation cocoon."

"So that is her up there... poor Zecora."

"She is safe. I will free her soon." The Changeling insisted. "I needed you... Chrysalis has long been leading my kind on path of disharmony, but we were different. We were even accepted... I'm sorry I've failed to prove otherwise."

"So...you mean to tell me if I help you. that the Changelings... they won't be like your Chrysalis'?"

"You'll be their queen... they'll adopt your beliefs."

"I want to help you, but I-I don't know if I can believe that."

The Changeling shifted back to Big Mac. "Luckily... that doesn't matter." It sighed. Thrusting itself back into her salivating hole. Her body bounced as it ravaged her ridges, it panted exhaustively as it pressed itself for quickness, gritting its fangs to the stress. It elongated its tongue again, and fluted her clit. Fluttershy writhed in euphoria, she felt her womb release and rush its fluid to greet the incoming seed. Fluttershy watched as his shaft swelled even larger in size and its once prominent pair of balls began to shrink. The Changeling grunted loudly, it exhaled in a long-winded moan of satisfaction. "My kin... will live." Its hot pre-cum jetted into the Pegasus. The Changeling let out rhythmic painful sighs as it had crammed ten eggs roughly larger than a chicken's into the deep sleeping Pegasus.

"Don't worry my queen... I'll watch over you 'til you awake." The Changeling whispered as it began to wrap his new queen in her own hibernation husk.

Ch. 3: The Rules to Rule

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---------------------------------------------(Present Day-Afternoon)---------------------------------------------

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Fluttershy clenched her teeth tight as she felt the whole brood try to climb out of her at once. "No...." she moaned again, panting in heavy gasps.

"My queen." Fluttershy turned her head toward the Changeling from the hut. It walked slowly to her overstuffed womb exhaling a spicy iridescent mist as he kissed her forehead. "They are close to hatching, Fluttershy."

"They're too many... " She gasped. She tried to get herself up, but the sheer weight of her babies had put her pinned leg to sleep.

"That is the smallest brood you could deliver." The Changeling grunted. It rose and returned to her side with one of its hoof holes filled with a bouquet of flowers. "You must be hung-" Fluttershy mouth unhinged for a moment as she engulfed the flowers, slurping the stems down awkwardly as she chewed the whole wad and gulped graciously. "More?" it asked. Fluttershy replied with a fast nod. When he returned with another bouquet of flowers, Fluttershy had gotten back on her couch. It hoofed them over to her and she ate these flowers slower than the first.

"Why did you choose me?" Fluttershy sighed.

"You're the element of Kindness..." It droned.

"I-I know that..." she said softly.

He placed his ear to her girth, as a smile slowly stretched from his lips. "I already know they will be kind-hearted. They sensed your pain and have calmed down considerably since your feeding. Tomorrow will be very busy."

"Maybe they were hungry too?" Fluttershy reasoned, she shyly peaked at his inner thighs which cradled a flaccid stub of meat that left Fluttershy second guessing if this was the same Changeling from the hut. Remnant sat down, pulling his thighs tightly together as he witness her admiring his dick. "On the subject of studs...." Fluttershy awkwardly mumbled on. "I... I don't understand... well in Zecora's hut you were just...so...so-" She stumbled.

Remnant tilted his head, squinting as he pieced together what little information he could gather from Fluttershy. He smirked wide as he explained."Oh...I had forgotten that ponies aren't asexual like my kind. What does your kind call us again?"

"Changelings."

"If there is no suitable queen, the higher ranking males will... adapt. It was jarring to say the least... like condensing water and oil so tight that they had to fuse as one. I knew I was male, yet I could feel larvae grow within me." He winced as he recalled the feeling, sorrow briefly tainted his thoughts as he reflected on what had done to Fluttershy, her element was more powerful than he fathomed.

Fluttershy coughed softly as she caught Remnant's obvious discomfort. "Like clown fish?"

"Maybe. I'm not familiar with the species." Remnant shifted his view away from Fluttershy and sighed. "I should leave early today... I'm worried another deserter might pick up on my scent."

"A-are you going to be spending a lot of time here?" Fluttershy inquired.

"No. I plan to return as always, at sunset." The Changeling said.

"H-how many Changelings do you think are in the forest?! Will my animal friends be alright?" Fluttershy asked.

"I told all of them that you weren't feeling well and needed to spend a long time alone to recuperate. They will be fine in your absence, Any stray Changeling will be greedy, and seek out the largest source of energy first... a starving Changeling, no matter their age can smell... love." Remnant kept his face affixed looking out the window, unwilling to see Fluttershy's reaction to his shameful truth.

"Do you have a name?" She asked.

"Remnant." The Changeling said mournfully. "I was one of the late queen's prized studs."

Fluttershy frowned at the idea. Remnant cleared his throat. "I didn't mean anything by it Fluttershy... it just slipped off my tongue." He calmly stated.

Remnant glimpsed over to her briefly as he turned back Fluttershy stretched her hoof to him, softly pulling him back.

---

*Embrace Remnant*

or

*Let go*

---

Ch. 3(A-1): The Old Ways

"I think it would be best for our children... if you stayed." Fluttershy said reassuringly. Remnant's fangs poked through his smile as he looked to Fluttershy.

"But my-" Remnant tried to object but, Fluttershy shushed him sweetly.

"When you served under Queen Chrysalis... was their any love between you and her?"

"No." Remnant said bluntly. His eyes linked to hers as he caught on to her words. "You want to see what will happen if the children are surrounded by love?" Fluttershy nodded softly. She wrapped a hoof around his neck and pulled him in close. Remnant didn't need anymore of a hint, he laxed his lips for his queen. The two shared a slow kiss.

Fluttershy silently noticed as Remnant's cold insectoid eyes changed to a kinder almost equine shape. His holed ears grew in fullness, and his fanged teeth lost their imposing sharpness. Her instincts were right, without the feeling of love Chrysalis had changed her kind, but not permanently. She wondered if Remnant could be changed permanently from her.

Remnant lunged himself away from her, as his features reverted to normal. "What did you do to me!" He growled bitterly.

"I-I... Kissing!" Fluttershy quivered. She tried her best to scrunch her body.

He bit his lip, bowing his head low as he took a deep breath."I felt myself change, I wasn't in control... I felt weak and lonely." He said, regaining his composure. "Forgive me Queen Fluttershy."

Fluttershy peeked her head out. "You... felt love. I'm not sure how the elements of dis-harmony work, but I know well enough that harmony relies on the balance of others. You must have felt something like that. Didn't you rely on other Changelings?"

"No... never. If we fell, then we were left to our own. My Hive Queen never instilled this need, she could simply breed more." He looked up to her with a lost expression. "How do you overcome this weakness? Is their a sacred magic, or blessing?"

Fluttershy giggled softly as she heard Remnant speak of the Elements of Harmony like invisible tenets. "Everything, not just ponies use Harmony. Mother bears share their food with their cubs, and dogs and other pets are loyal to their keepers. I don't think you see harmony as real as it is. That so called weakness you feel, might just be from not understanding how you feel..." She brushed her snout to his. "Instead of believing it makes you weak... what if it was another word? Like camaraderie."

Remnant's twitched his ear and lowered his gaze as he went into thought. "I think I understand..." He smiled to his queen and helped her along to her bed. Fluttershy thanked him as he helped her get comfortable. Then Remnant shifted himself into her favorite bunny and all was quiet... until midnight.

Ch.4 (A-2): Gossamer and Dew

Fluttershy squinted her eyes as she suddenly jerked awake. She could feel them, her children violently pushing in every direction. Yet she couldn't scream, or shout nor moan in her distress. Her mouth had been stuffed with a familiar green ooze. It left her tongue stiff and numb. The slime was sickeningly sweet, now it was overly salty. It was toying with her sense of taste, which only made Fluttershy hungry for real food. In the corner of her hazy eyes she saw Remnant's deep aqua eyes... only there was another pair of aqua eyes, she fixed her view to these eyes and the shadow that followed it.

Remnant flung with a loud *crack* into the wall, then the other Changeling flew on top of Fluttershy. It widened its eyes as its belly rubbed against hers. It's jaw opened slowly as it sniffed its way to her face. It placed its tongue into the gel, sucking the gel out slowly until Fluttershy could feel the warm air from it rushing into her throat. An involuntary cough caused the extra gel to splash into the invading Changeling's face. It glared menacingly. A deep exhale of pink essence snaked out from Fluttershy. She wheezed sporadically as the Changeling coaxed a pink essence from her. Fluttershy teared as it readied itself for a bigger inhale. Whatever warmth the intruding Changeling provided was all Fluttershy had, even her womb was losing its warmth. It tugged its head up with its next inhale like a robin fighting for spring's first worm. Fluttershy felt her body raise up with the invading Changeling's tug. Then, it stopped.

It hunched itself onto Fluttershy's mound, sticking its tongue out lazily. It had eaten so much, that it put itself to sleep. The Changeling eyes glassed over. A sigh of hot air sighed out of the intruder, soon its head tilted and it dozed off. Fluttershy raised her blanket to her snout to muffle her sobs, warmth pulsed back into her jarringly. She looked over to Remnant, his body was low to the ground and creeping closer. No matter how she moved, the napping Changeling wasn't going anywhere without first waking up. All Fluttershy could do was stare at her intruder.

The room had been still for a few minutes or so until Remnant lifted himself on to her bed quietly. Fluttershy closed her eyes as Remnant unhinged her jaw and gripped tightly to the changeling's neck. Fluttershy felt the changeling kick and it yelped a death rattle throughout the house. Its head flailed wildly. The cottage went silent once more.

"He will hurt you no longer my queen." Remnant said. Fluttershy peeked out from her sheets, relieved that the danger was over. Remnant leaned in to kiss her, but Fluttershy shrieked. She hid under her sheets, until Remnant tugged the sheets from her and locked his lips hastily to hers. She squirmed frantically until she felt her warmth rush back into her, she teared up as she calmed down opening her eyes when Remnant had removed his lips. "Feeling better my queen?"

Fluttershy nodded. She twitched uncomfortably as she felt the brood awaken. She groaned under the strain they pressed on her young hips. Remnant gave a soft hiss as his tongue licked her hot labia. Her leg twitch involuntarily. He plunged his tongue in snaking it along her walls into he felt the soft membrane. "Remnant... " she gasped. Her body was already overworked, just the sensation of his tongue made her gaping slit leak, which helped slide the overloaded sac down closer to her vagina. The real struggle would be passing out the membrane that held ten squirming foals. "I don't think I can keep them any longer." Fluttershy cried.

He inhaled a quick scent from the foals and scowled to the tasted.

"I agree, but I'm not sure if now is a good time."

"W-why not?"

"They're still riled up by the other Changeling's scent... they want to revert."

"No!" Fluttershy gasped, biting a hoof to the pain. 'Wait-' She thought. "That's alright Remnant."

"Fluttershy." He said concerned.

"If that's how they want to be... then that's just how I have to accept them. They are my children, and I'll love them no matter what." Fluttershy said calmly. Her back spiked with pain as she mustered her strength deep in her thighs. Remnant transformed into a familiar white-furred nurse and coached his queen along.

"That's it dear, unlike pony foals we need long pushes. I can see the sac emerging now."

Fluttershy grasped for Remnant's hoof as she shuddered with her next push. The skin on her face, damp from tears and sweat grew paler as Fluttershy felt her gut twist. Fluttershy gasped as she expelled half of the flaccid sac. Her lips muddled between joy and nausea as she let out a brief spat of air and groaned in her labor. She shrieked as her back flared again in pain. It stemmed out from her neck and trailed out into her wings... her wings? She had forgotten all about having wings after Remnant had placed his salve on them. Why did they burn now?

Another struggled push and the rigid sac tossed to the floor. "You did great my queen! The first brood is always the hardest..." Remnant kissed Fluttershy passionately as he rewarded her with exhales of his love energy coated in honey flavored mist. Fluttershy smiled dumbly at him as the absorbed energy felt like a slow drag of morphine that cooled her damp and fatigued body into a comfortable lull. Remnant sighed in relief. He had a new hive to work with, yet he knew the true test would come later.

Ch. 5(A-3): Remembering The Past (v.4)

Fluttershy groaned to the muffled whispers from her room.

"Com'n sleepy!" a foal's voice squeaked.

"Let your queen rest dear ..." Remnant urged the foal. Fluttershy smiled as her children fluttered around her.

"Just look at how adorable you all are!" Fluttershy giggled happily. "and you..." She cradled a foal. "You can talk already... it has only been two days since-"

A short burst of loud knocking came from The cottage's front door. Then the door flew open as a blue blur whizzed into the living room. Before Remnant could close the bedroom door Rainbow Dash had made eye contact with Fluttershy. The foals scurried under her bed.

"Fluttershy?!" Rainbow Dash called.

"What they hay happen to-"Applejack asked as Rarity flashed past them. Remnant jumped in front and politely covered Fluttershy.

"Your wings!" Rarity squeaked. She eyed Remnant. "You... you have the same type."

"It's a temporary side effect, nothing to be alarmed about." Remnant stated calmly. "She was merely watching over my girls here." Ten fillies popped their heads out from under the bed. Most of them where a hue of yellow or pink, except one, she was peach colored.

"You have ten fillies..." Rainbow Dash harped inquisitively.

"I grew up having many siblings..." Remnant rebutted. "Are these ponies, friends of yours Fluttershy?"

"Only my best! There's Rainbow dash, Rarity, and Applejack..." Fluttershy pointed as she called their names, but paused as she peaked around Remnant. "Where's Twilight and Pinkie Pie?"

"I haven't seen Pinkie in while." Chimed A. J. . She looked towards the cottage's door. "...but, here comes Twilight."

"What's going on girls?" Twilight asked as she entered. Her eyes narrowed, focusing on Remnant as she inspected him. "Those wings... You look familiar."

"Do I? I do not recall your features before... My name is Remedy. I am, Truly sorry to have kept you away from your friend here. No one else would help me... You're all rather blessed to have such, kindness." The others fell silent as Remedy walked towards Twilight.

"I-I know what you are!" Twilight spat.

Remedy softly grinned. "You... are the key?" Remedy leaned in closer to her. Twilight flinched. Her eyes darted to her friends, everyone was motionless. "Oh they're fine, I've done nothing to them, I'm merely speaking more directly to- or should I say in you."

"Key?" Twi asked softly, head shaking as she prioritized her thoughts. "No, I'd rather know what you're doing to Fluttershy." Twilight readied her horn at him.

"Calm yourself Twilight, please." Remedy asked. His demeanor loosened as he tried to pacify the irate unicorn. "Whatever you've read about me, or my kind... It is in bad taste. Our history is tarnished... and I mean to make it whole again. But I'm just one, and I lost so many to your kind."

"My kind?"Twilight spat in offense.

"Our queen cursed us... she vowed her love to a wicked Unicorn. As king he betrayed her, mocked her... it twisted her." Remedy paused as he tried to regain his composure.

"What does Fluttershy have to do with this?" Twilight asked.

"Harmony has been stripped from my kind... As we age, each generation forgets Harmony's elemental virtues. They need to remember. To become attuned to Kindness, as well as the other elements."

"Couldn't we just use the elements to cure you?"

"I am merely one, and I'm too far from what my kind has become... You met them during the wedding of love."

"The... The Nymphlequine are Changelings?!"

"Not are, became. Without Harmony they are merely servants to whatever queen controls them... now I fear my efforts are in vain. I can sense her. Your magic, It has released the twisted queen."

Twilight gasped. "The book, it came with a magical looking glass and it began to speak."

"You may not trust me, but believe me when I say you need to keep yourself hidden and safe from her. Tell your Princesses."

"But-" Twilight tried to say but her body jerked back, as one of the filly's grasped onto her. Sounds snapped back into her ears as she watched her friends play with the fillies.

"What's your name?" she asked. Twilight scowled and looked back to Remedy, he glanced back towards her. Twilight nudged the filly to play with the others.

"She's looking for you." He mouthed. Twilight looked over to her friends, and galloped out of the door.

Ch. 3(B-1): New Blood (v.2)

"Maybe it's best if we both got some rest." Remnant said bitterly.

"That sounds good." said Fluttershy. He smiled to his queen and carried her to bed. Fluttershy thanked him as he helped her get comfortable. Remnant sighed as he closed her door behind him, and the cottage was still.

Masked within the heavy chirps of crickets Remnant had awoken to the scent of another Nymph. His eyes where steely as he shifted back to normal and silently walked through the cottage. A dull creek came from the kitchen floor, and remnant hurried in. The invading Nymph had not noticed him, its eyes were drawn to the glow of Fluttershy's fridge light. The delicate cool breeze pleased them both, but Remnant remained resolute. He gave a deep-throated chirrup to the Nymph. This undoubtly surprised the other,as it flung itself backwards and hissed menceingly to Remnant.

He tilted his head to the intruder. "How can this be? I can smell something is different about you. You smell older than my last queen..."Remnant mused. The Nymph narrowed its gaze. All sense of innocence left its features as it leapt onto Remnant and lashed at his throat. "Such anger..." Remnant chided. kicking the Nymph off of him and spitting his numbing gel at its hooves. A tactful aim coated the Nymph's hooves well in the goo, but a equality placed spit of goo was shot at Remnant's chest. As the goo corroded at his chitin he gave a triumphant grimace. "Well played." He muttered. "I'll figure out what to do with you, later." walking past the Nymph nonchalantly. he readied to lock the door, when in the corner of his eye he saw another of his kind.

As he rushed into the room, he saw two Nymphs feeding off his queen and children's love. Fluttershy wheezed sporadically as the Nymphs coaxed a pink essence from her. Fluttershy teared as it readied itself for an even bigger feed. She tried to make sense of the growing cold, and the mist that it was eating. Whatever warmth the intruding Nymph provided was all Fluttershy had, even her womb lost its warmth. It paused. Another Nymph pounced onto the Nymph above her. Each tried to clench their jaw onto another's throat. They exchanged hisses at one another as one of the Nymphs was flung into a wall. A fleeting cry rang out as the sound of ripping flash saturated into the pegasus' ears. She let out a muffled cry, as she felt Remnant's heartbeat stop. The other Nymph jumped back onto her bed.

It craned it's neck as it watched her mourn. It's eyes glowed faintly as it bowed its head to her. "Dear queen. Forgive me... but that outcast has no place in the future of our evolution. Do not worry... we can evolve, together."

Ch.4 (B-2): We Adapt

The Changeling wetted its lips as Fluttershy felt it insert its shaft into her engorged womb. It sprayed a musk-like mist from inside that coated the air around her children's sac. With a few slow thrusts the Changeling had relieved the pain of her riled up foals. As his member sheathed in retreat the sac followed, sliding out in such fluid motion that Fluttershy hadn't felt the brood release from her.

"Just ten..." The Changeling hissed disappointedly. "They'll be great additions to the Hive mind." He retorted afterwards. The Changeling leaned in close to Fluttershy, who was still rather dazed from the musk's enthrallment. Mounting his new queen, he lunged his lips to hers forcefully. Thier lips coaxed to each other wildly as Fluttershy felt overwhelmed to feed and taste her new stud. His shaft was well suited for Fluttershy's long tunnel. With each pulsing push she felt his shaft thickened in size. Then she tasted it.

An overly sweet mist flushed past her tastebuds. Her body embedded with new heat, their heat. Pink wisps trailed out from her stud. She was feeding off of him now, but he didn't seem to mind. Sputtering shots echoed in the cottage as her caves filled with juices, larger doses of precum splashed within her channels and tubes. Her mind was more focused on the features of her lover; He was sturdy with wide-arching wings. His eyes glowed a richer blue than Remnant's... He towered over her easily. She gazed up at his horn. It was thinner than Chrysalis' but still held a distinguishing gnarled curve that pointed away from her. Small antennae stemmed from behind his horn. Another pained thrust and Fluttershy watched as the Changeling's chitin twitched, each spasm marked when her stud deposited a condense slime.

Fluttershy's mouth gawked blissfully to his hot seed. His overpowering musk now left her oblivious to her surrounding as she continued to feed from him. He tried his best to slow her lust by lacing his kisses with a cooled sedative mist. After a few moments of kissing, Fluttershy's new found taste in essence was quenched and the two lulled into a deep sleep.

---

In the morning Fluttershy's eyes were welcomed by ten gray foals, each of them were fighting one another, yet Fluttershy remained silent. She looked over to her stud, he was still asleep. His body was shapeshifted into a black pony, besides his striking wings that were mostly black with shades of orange and pink. With her knowledge of butterflies she knew instantly what species of butterfly, what his name suggested, zerene eurydice.

He peeked an eye open, grinning widely as he saw his queen was awake. His body lifted, lids lowering as he inhaled a heavy sigh. He rested his body hers leaning in for a kiss, as Fluttershy kissed him back he let out a low groan as he exhaled. she panted feverishly to him, wetting her lips for another taste of his essence. Zerene softly licked her ear. Though the sensation tingled her nerves, she understood what he really meant.

He was standing on her bed with his forehooves pressed against her headboard, leaving his semi-flaccid member in front of her lips. Fluttershy took it all into her mouth, noticing his musk emitted from a small grooved slit under his shaft's head. She cradled his meat on her tongue and pressed her lips as she bobbed her head. Zerene gave a pleasure-filled moaned as his wings flapped, Fluttershy felt a strange pollen cling to her fur.

Voices echoed through her as he continued to spray her with the pollen. She continued her pace, until she the voices unified unto one. Fluttershy stopped as she felt for and instant her instincts gaw are her to break free. This voice...Why did it have to be her? Why would she do such a thing?!

"The Hive Queen commands your presence Queen Fluttershy." Zerene droned darkly as his body slouched enough for him to force his shaft into her. With thrusts pumping so quickly Fluttershy couldn't force her mouth free. He was showering Fluttershy in the pollen now,as he rammed his hot flesh in and out of her throat.

"Fluttershy... Fluttershy..." The voice whispered. "It's time to feel what love and fun can bring you!" The voice giggled eerily. "I remember promising to make everypony in Ponyville smile... but I didn't know how selfish of me that was! Now that I feel your kindness coursing through me, through all of us... I know better now. I'm going to share this love to all of Equestria! But I can't do it alone. I need you, and I need all of our friends to join in the fun."

Fluttershy sheepishly cried as she heard her friend's invitation. "I can't believe how..." Fluttershy stopped as she felt Zerene thrust his dick deep into her throat. He groaned painfully as he held his position.

"What a pity, Fluttershy... Here I thought you would want to share your kindness to everyone." The voice spat haughtily. "I'm sure Zerene's already there, changing your mind... He's a good son." Zerene shook his head looked down to Fluttershy. His teeth where clenched as he muffled in his screams as best he could. Something was passing through Zerene's shaft,something he was not equipped for, as it shot out of Zerene it sank into Fluttershy's pharynx. Zerene retracted from his queen as soon as he regained control.

"My queen... what has the Hive Queen done?" He asked worriedly. Fluttershy gasped for air as she flung herself around for something to pry what ever was in her throat out.

"It's a present from Queen Ooynn- I mean Queen Imago." The voice echo to both of them. "It allows me to talk to Fluttershy, without Moth Dew." Fluttershy moaned as she felt it slowly meld into her esophagus.

"Queen Imago, Forgive me." Zerene said, as he fell in a bow and stayed motionless.

"Our friends are getting worried about you Fluttershy...Expect them around noon. Zerene I need you to come up with a believeable alibi. I'll be coming over as well." They both nodded. The two looked back at each other, grinning flirtatiously. *Few hours later*

Ch.5 (B-3): The Nymphlequi (v. 2)

After a few hours filling Fluttershy full of hot seed and the taste of sweet essence and salty cum had jaded Fluttershy, Zerene bedded his queen enough that she would have to rest. He was fighting his urge to feed from her, since he didn't want her pony friends to walk into that. His mind played out scenarios in his head as he honed his alibi. A knocking at the door snapped Zerene out of his thoughts. He took a deep breath as he shifted into his pony disguise, making sure not to mask his wings. He creaked the door open slowly as he peeked out.

"Hello, You must all be here for Fluttershy. My name is Zerene." He cooed softly.

"Howdy there, sir. Is Fluttershy able to come to the door?" Asked A. J. .

"I'm afraid not. My children were a bit more than she could handle. She's still resting." Zerene apologetically replied. Rainbow Dash zoomed past Applejack.

"Wait... no." Zerene hissed as he left the door.

"I'll save you Fluttershy!" Rainbow dash barked as she pounced on Zerene.

Zerene buffed up his chest as Rainbow Dash got ready to give him a horseshoe sandwich, but Rarity held Rainbow's hoof from landing the blow.

"You can just storm into someone's abode and try to fight who-oh...." Rarity zipped over to Zerene, enthralled by the mere sight of his wings she used her magic and put him back on his hooves, essentially pulling the rug under Dash.

"I just wanted to apologize for any hardships endured in Fluttershy's absence." He chuckled." You see my foals and I are a rare species, and because of our rarity our magic has a tendency to cling onto other pony-kind."

Applejack and Twilight entered the cottage. Twilight's gaze fixated on the insect-winged pony. "...I've read about your kind." Zerene's took his gaze off Rarity for a moment.

"You must be Twilight then. I'm sure you know not to trust everything you read? Sometimes things get mistranslated..."

"The Nymphlequi don't belong in Equestria." Twilight darkly whispered. The tapping of small feet echoed into the room. Ten teeny fillies were running around the living room. Rarity had one cradled on her shoulder while she inspected the filly's wings. Applejack was chasing after some who had flown away with her hat, and Rainbow Dash for some reason was hoof wrestling the oldest of the fillies. Twilight looked down at one of the foals.

"Hello purple p-oeny" it squeaked. Twilight's eyes soften as she smiled unnervingly at the foal. How could she plot against a face so innocent. Zerene's grinned to his Brood queen.

"The Hive Queen is pleased with your service Fluttershy. When you feel ready we shall resume her orders." He said within her.

"I understand her wishes, after my friends leave we may continue her plans." She echoed to him.