> The Only Way Forward
>  by Jest
> --------------------------------------------------------------------------

> Adaptation Under Pressure
> --------------------------------------------------------------------------

Chrysalis sighed deeply and wearily placed a hoof against her forehead. “Yes, it really is me.”

Luna cocked her head to the side. “But you are-”

“Shorter, I know. I also don't have a crown anymore. Do you have any other stupid comments to get out of your system?”

The lunar princess bristled and was about to speak her mind, only to catch a glance of her very disappointed elder sister who sat next to her.

Celestia shook her head, turning to the changeling. “How do we really know it’s you and not simply another changeling standing in?”

The changeling smirked. “Well for one, I’m the only being other than Cadance who knows about that cute little dimple on Shining’s cock-” The rest of the ponies in the room blushed, save for Celestia. “-or how he whimpers like a filly right before he’s about to-”

“Chrysalis.”

The changeling grinned, drinking in all the awkward flustering of the gathered aides and other ponies. “Yes, Celestia?”

Celestia struggled to hide her mirth, nearly giggling at the sight of even her sister beginning to blush. “You know what she meant.”

Chrysalis rolled her eyes. “Yes yes.” She grabbed a thin slip of paper and scribbled a single word on it before folding it up and floating it across the table towards the pair of alicorns seated across from her.

Celestia took it in her magic and brought it close, ensuring none save her and her sister could see the contents therein. A deep frown crossed the alicorn’s muzzle and she quickly closed and disintegrated the paper.

“How did you know her name, you worm?” Luna growled, her hooves gripping the table tightly.

“Luna, please.” Celestia placed a calming hoof on her sister’s shoulder before turning towards the changeling. “How did you come to know this?”

Celestia’s anger burned like the sun, even surpassing Luna’s barely contained rage, how did the celestial alicorn manage such a perfect poker face while feeling that level of fury? Also why did their mother’s name matter so much? She forced down the sliver of fear that threatened to worm into her mind and merely shrugged dismissively. “I’ve been around for a very, very long time.”

Luna brushed off her sister’s hoof and took a deep breath, calming her more violent urges. “Do you ever answer a question without being cryptic or annoying?”

Chrysalis snorted. “Not if I can help it.”

“This is solid evidence that you are who you claim to be or at least trust this changeling to do your business for you. But, I am curious about something. Do you happen to know the name Long Star?” Celestia asked.

The changeling’s eyes narrowed and her mind shuffled through the thousands of names she had heard over the eons. When she finally remembered where the name came from, she frowned. Why would the alicorn be asking about something like that? “Yes, I do.”

Celestia smiled. “Do you know why all records of this pony vanished?”

The shapeshifter blinked, temporarily taken aback. “How did you... My forgery was perfect.”

Celestia smiled and leaned back into her chair. “That is all I need to know.”

“Wait, how did you know? I had a sleeper at the records office for over fifty years, those forgeries were beyond perfect,” she asked, astonished.

Celestia’s thin, tiny smile infuriated and intrigued the former queen almost as much as what she said next, “You're not the only one who knows a trick or two about manipulation.”

“Huh.” Chrysalis fell back into her chair, shaking her head slightly at the confident alicorn.

An aide to Celestia’s right, whose name Chrysalis didn't care to remember, coughed. “That is all well and good, but why exactly are you here?”

The changeling could taste the hate coming off of him in waves and did her best to ignore it. “My changelings are dying and-” Luna rolled her eyes, which made the changeling clench her jaw in barely restrained rage, “-hundreds are being murdered by your ponies everyday, nevermind the scores that were mercilessly crushed by your shield spell.”

She expected pity, empathy, or something, what she didn't expect was for not a single soul save for Celestia to emit even an ounce of pity. She stood up suddenly, sending her chair clattering to the ground and pounded her hooves against the table.

“My changelings are fully sentient, conscious beings with hopes and dreams and scores of them died after being launched several miles into the countryside. Their bodies were too broken by the sudden acceleration to fly and save themselves.” She turned her ire to the pathetic-looking brown earth pony aide that had spoken earlier. “Nevermind the fact that some changelings can't fly, so they spent several minutes screaming in fear before splattering all over the ground.”

One of the recorders to the changeling’s right snorted and muttered something under his breath. Chrysalis hardly cared to remember the words but his absolute lack of pity or guilt made him an instant target for her anger and she whipped around to him and knocked his quill, ink and papers to the ground.

“You think this funny? Collectors that have lived their entire lives as ponies and have done nothing to harm anyone were murdered that day! Some of them didn't even know they were changelings!”

The recorder wilted, his parchment-colored ears falling against his head and though the changeling could taste a twinge of pity coming from the pony, it was still mired in hate.

Celestia sighed. “Chrysalis, would you please stop terrorizing my staff?”

“No.” Chrysalis lurched forward and gripped the stallion by the scruff of the neck. “I want this scum to tell me a thinking, feeling and loving changeling who had never hurt anyone in his entire life deserved to die for the crime of being born.” She bared her teeth and leaned in close to the stallion, her hot breath creeping down his neck. “Come on, say it.”

“I, uh, well,” he stammered, looking over to Celestia who returned a look of disappointment at the frantic stallion.

Chrysalis turned the stallion’s head with her magic, forcing their eyes to meet. “Tell me that his pony brother deserved to see him splatter all over the roof of their house, his guts dripping down on the now mentally scarred five year old foal. Tell me-”

“Chrysalis, that's enough.” Celestia pounded her hoof on the table and fixed the former queen with a stern glare.

The changeling wanted to continue, but she could tell she got her point across. The entire room was filled with a potent mixture of revulsion, pity and only the faintest bit of hate. Chrysalis recalled her chair and sat down, crossing her hooves over her chest and glaring daggers at the still cowering stallion.

“That is terrible, I admit, but,” the first aide began confidently, until Chrysalis spun around and glared at him, “t-that's all in the past. What can we-” he pulled on his collar, trying to relieve some of the pressure bearing down on him, “-do now?”

“You can stop hunting down and murdering my changelings. I’m already trying to pull out of your lands, you don't have to hunt them down like some modern day witch hunts.”

Celestia could tell the former queen was beginning to work herself back into a frenzy and she acted quickly, shooting the aide a firm glare that kept his mouth shut, before turning back to the queen. “I have ordered my guards to help any changeling they can and to bring them here where my most loyal guards can help them-”

Chrysalis opened her mouth to speak but was suddenly overcome by an intense wave of guilt from the alicorn that temporarily shocked the queen.

“But it is difficult. The local guard was beaten, the royal guard were rendered useless and their faith in the crown has been shaken.”

Chrysalis scoffed. “Surely those fools understand why I bested you? Everyone knows of the sun’s power and choose the battlefield carefully.”

The changeling could taste a tiny whiff of respect come from the alicorn, who shook her head. “Unfortunately many do not understand the nature of my power and the devastating consequences of its use. They merely heard of my defeat and wrote me off as somepony that is at best almost as powerful as you or at worst, little more than a regular pony who just happens to live longer.”

“Regardless, that is not why we are here and what I said earlier does not encompass the entirety of the problem.” Celestia gestured to the map laid out before them. “All across Equestria pseudoscientific literature is being passed around, claiming that changelings don't feel emotions or pain, and cannot experience love. In addition, a number of now former guards have taken it upon themselves to restart the witch hunts of old under the guise of the Equestria First Initiative.”

Celestia’s angry gaze lingered on the parchment-colored aide for a moment before turning to Chrysalis with a wary look. “If these problems had come to us one at a time, I would have no trouble dealing with them, but the guards that remain loyal are torn between trying to bring in their former comrades, stopping the distribution of the false documents and quelling general outrage and panic.” The alicorn snorted uncharacteristically. “And that's without even mentioning the nobles.”

Luna frowned and stared down at the map. “Ponies are herd creatures, stampedes may be in our distant past, but the urge to panic is a difficult thing to resist.” Her frown deepened and she gestured towards a few small figurines on the map that had been used to indicate the rogue elements. “These fools are like headless chickens. They will burn themselves out when the panic dies down and they are only ever a true problem when compounded with everything else that is happening.”

Chrysalis chuckled at the odd analogy, though the other ponies in present company didn't seem to enjoy being compared to decapitated poultry. Luna slowly lifted her gaze to the changeling and grimaced, a sudden flood of guilt and remorse flowing from the mare. “I am sorry for my earlier behavior, Chrysalis. If it were a thousand years ago, I would have simply crushed these simpletons,” she brought her hoof down on one of the figures nearest Ponyville, obliterating the tiny stone figure, “and been done with it.” She sighed. “But most have not even committed any crime that would garner more than a slap on the hoof.”

The changeling snorted. “Stow your pity, it tastes terrible.”

The mortal ponies seemed offended at the changeling’s tone but Luna herself seemed more amused than anything. “Noted. What now, sister?”

“We still need to find the leaders of the E.F.I. and bring them in, and quickly. We will declare the changelings extranational entities which would make inciting violence against them equivalent to treason.”

Luna nodded. “That should be more than enough to ferret out the ones who are merely panicked and the ones doing the rabble rousing.”

Chrysalis blinked, the sudden shift of mood was strange and she nearly pinched herself to see if she was dreaming. She had come here without guile, subterfuge or any cards to play save for pity and expected little to happen save to delay the inevitable. But here they were, speaking animatedly of how to save as many changelings as possible. Had she been wrong to enact her backup plan?

She grit her teeth and stowed her sliver of doubt down deep inside herself. No, it was necessary and, if anything, this further enforced her decision. They would need to work harmoniously with the Equestrians if they were going to survive as they were going to be facing a dirge of love for many years due to the loss of secrecy.

The former queen checked a pocket hidden within her ragged cape and sighed in relief when she felt as though the scroll was still securely tucked away. She would deliver it to Celestia when the time came, for now she had to merely hold onto the last bits of her flagging mortality until they secured some sort of agreement and stomped out dissent. Then, and only then would she rest easy.

Celestia eyed the changeling cautiously, noting that she had tuned out from the conversation in order to check something in her cloak. Though she only caught a glimpse of it, the alicorn was intrigued and confused at the glint of a scroll case. She had readied a defensive spell just in case, but it appeared to be a simple scroll bound in a glass case and capped with a green gem of some kind.

After she ensured it was secured, Chrysalis looked up and jumped right back into the conversation as if she had been paying attention the entire time, offering a counter point to one of the surprisingly good suggestions from among Celestia’s aides.

What are you hiding, Chrysalis?





Compared to the passionate discussion occuring deep in Canterlot palace, Rarity’s boutique was deathly silent, with only the sound of sewing machine to break the silence. Together Rarity and Elusive stared down at the offending fabric as it made yet another pass through the machine. Despite the fact that it had not been a particularly difficult pattern, they had spent nearly an hour laboring over the article of clothing and their patience was growing short.

Elusive had been distracted, which only added to Rarity’s lack of patience as she couldn't seem to concentrate on anything while her other half was thinking of something else entirely. The changeling had been silently panicking about her love stores for nearly half an hour, growing increasingly paranoid about just how much love their egg would consume. For despite the massive amount of love the generous mare seemed to produce whenever she took a break for a little ‘me’ time, and the love gathered from Sweetie and her friends, their stores had suffered significantly over the last few days.

The changeling had initially panicked at the realization, wondering if she had done wrong, but after a long time spent thinking, she had come to the conclusion that she had done nothing wrong and their egg simply consumed more love, for whatever reason. The strangeness of the situation arose from the fact that Elusive knew just how much love a royal egg should use and those numbers never fluctuated no matter the generation.

Had Chrysalis made more changes to it before passing it on to her? Obviously she had done something to it, but what? It had to be based on the new role their former queen had in mind for their race, but to what end? Perhaps most confusing of all was the question of where all the love was going and what was it being used for?

The rate of love consumption had been carefully calculated over the many evolutions of the hive queen and the steady consumption of love was intended to produce a near full-formed queen that would emerge from the nurse drone. Within minutes it would be able to cast complicated spells and within hours it would be able to connect with the hive mind and guide the direction of the hive. Her little royal had not grown one iota despite its more rapid consumption and didn't even seem to change.

This was good at first, as it meant it was easier to hide and easier to modify Rarity’s memories to make her think that she was just putting on a little weight. On the other hoof, love had to go somewhere and Elusive didn't know what the egg was using it all for.

Which resulted in their shared mind being distracted and strangely unmotivated, despite Rarity’s intense drive to get her work done in a timely fashion, she couldn't seem to hold her focus long enough to complete this increasingly irritating dress. In the end she huffed in annoyance and shut off the machine, cursing under her breath and dropping the dress where it lay half complete.

Why can't I seem to finish this stupid dress? 

Elusive sent gentle waves of calm down their body, causing their stress filled muscles to loosen. I don't know, maybe a break would be in order? Our friends said they were going to meet for lunch today after all. 

Rarity wiped a stray strand of sweat from her forehead and looked down at her dress. Her feelings of determination slowly faded as she looked over the garment that still fell below her expectations despite her time spent on it. I suppose you are right, a little refreshment might help me focus. 

Rarity got up and turned to the door, only to smirk. You know, usually I would have stubbornly spent the rest of the day on the dress, maybe you aren't such a bad influence after all. 

I know, I’m you, remember? Of course I’m not a bad influence. Now let's hurry up and get over there before all the raspberry cheesecake scones are gone. The pair chuckled in shared mirth, their mouth already salivating a little at thought of their favorite treat.

Their pace accelerated slightly and they quickly picked out a white sun hat with violet accents and tied bright teal bow. Rarity had reasoned it was a good choice due to how clear the skies were supposed to be, while Elusive reasoned it matched their coat, but was still bright enough to draw any viewer's attention away from the sudden pudge that had appeared on their midsection a few days ago. Together the pair flipped over the closed sign and stepped proudly outside, basking in the midday sun.

They trotted calmly towards the restaurant, taking their time to reach their destination in order to soak up the pleasant summer day. Elusive however was far more interested in drinking in as many emotions as possible, pulling at every positive emotion she could taste. Passing motherly love from a mare and her filly, romantic love from a pair of ponies gathered around a picnic by the pond and perhaps most delicious was the stray bit of erotic passion that slipped from an almost closed window.

Rarity had blushed at the distant sound of passion coming from the house, but to Elusive it was the most beautiful of music. She had already been optimized to absorb erotic love as her main food, being a deep plant far in enemy territory she hadn't expected to be able to gather much love and in case of emergency picking up a lonely stallion or two could feed her for days. Something she thankfully hadn't had to utilize.

Not like she didn't enjoy pony lovers-, but she had always felt a little guilty about just getting her fill and leaving, despite her queen’s frequent reminders of the act’s necessity. Pushing the memory aside, she finished packing away her newly gathered love, compressing it down into their second stomach just in time to notice the restaurant coming into view.

It was a small, fairly private affair in a more deserted part of town. It opened to one of the many fields around Ponyville and it’s name fit the atmosphere to a T. The sleepy sunflower, it was an odd name for a restaurant but Elusive and Rarity agreed that it was perfect for the small eatery. With all the sitting outside it was only open in summer and the fact that it looked like an old tool shed repurposed into a kitchen was oddly endearing, despite their fears of what kind of sanitary condition it might be in.

Noticing a distinct lack of the usual crowd they slowed their pace and calmly approached the open window. Within seconds a tiny pair of hooves appeared on the other side of the window before the cute face of their young server appeared as well. Her mane was short and curly and had a few stray strands of brown intermixed with the yellow that made up most of her mane.

The filly smiled shyly. “Welcome to the sleepy sunflower, what can i get for you miss?”

Rarity and Elusive couldn't help but daw. They had seen the filly helping her family before but she had never worked up the nerve to take any orders or even approach any patrons before today. Part of them felt a little honored by the filly’s sudden bravery.

“We were hoping for two of your delicious raspberry cheesecake scones and um.” The changeling hybrid tapped her chin and glanced over to the menu. “A medium ice tea.”

“Okay lady!” The filly’s eyes narrowed as she reached out to the pen and paper that lay just beyond the reach of her short legs. Her tiny foreleg extended pitifully but without the wings of pegasus or the horn of a unicorn she simply couldn't reach the writing utensils.

Noticing the filly’s distress Elusive lit her horn. “Here let me help you.” The hybrid pulled the pen and paper closer to the filly who eeped and nearly slipped from her perch.

She quickly pulled the pen and paper over, scribbled something undecipherable all while blushing profusely. “Thank you lady.” She muttered before hopping down and disappearing into the back, silently wondering why the unicorn’s magic had been green.

The pair chuckled, watching the filly go. They smiled as they passed by the pickup window, only for a voice to startle them. “Hey, I saw what you did there. Thanks for helping my little sis out. Here, it's on the house.”

The pair turned towards the voice, noticing a thin, teenage earth pony with light brown fur and deep brown hair extending a small plate with what looked like a piping hot raspberry cheesecake scone. “For me? Why thank you darling. You must commend her on her bravery, she did very well!”

The teenager smiled. “Yeah that's little sunny for ya. Thanks again by the way, I’ll call your number when it’s ready.”

Elusive positively gobbled up the flood of pleasant emotions that flowed from the teenager and by the time her host was beginning to eat her snack, at least one of their stomach’s was already quite full. Despite her full stomach the changeling couldn't help but worry, she needed a steady, reliable source of love, she couldn't bank on some small act of kindness to get her the food she needed.

While Rarity munched on her biscuit and tried not to feel guilty about cheating a little on her diet, which had only started this morning, Elusive was hard at work sifting through the mare’s memory in search of a solution. A partner or mate would be the easiest solution to their problem but after running through the mare’s more recent memories and finding nothing Elusive was about to give up, before a rather odd memory of a certain purple unicorn popped into focus.

It was a small, innocuous memory that Rarity didn't particularly treasure but from it Elusive received the first inkling of a possible solution to her dearth of love. In the memory Rarity and Twilight sat in the crystal castle, the pair sharing tea in the middle of the unicorn’s private library late at night. Rarity hadn't realized it had gotten so late, the conversation simply too fascinating to tear herself away from.

The pair had discovered a topic they both found interesting and they had talked at length about gems and the magic such objects could hold. Rarity wasn't particularly knowledgeable in the field of magic but she did know a lot about gems and after she had seen a dress in the crystal empire that had been fitted with gems capable of making it change color on a whim, well… She had to know more, and who better to talk to than one of her best friends and one of Equestria’s finest scholars?

With only twenty four hours of notice Twilight had accumulated and read nearly every single book on the subject. The sheer veracity of her reading had put off the unicorn and Rarity coldnt help but feel rather bad to have used so much of the unicorn’s valuable time. That sentiment was quickly brushed off by said unicorn who simply announced it was a topic she had been interested in for awhile as well and had been meaning to read up on. Rarity had bought the excuse of course, she trusted the studious mare more than she realized and hardly noticed the librarian shooting her the odd look from time to time.

The rest of the memory was normal at first glance but as Elusive began to sift through it she could feel the subtle flirting and social cues that the unicorn gave off. Though she had not been a part of Rarity when she had made this memory she could still taste the emotions the unicorn had been feeling. Which is not surprising to the changeling, ponies had evolved from pack animals, which necessitated that they become especially empathetic in order to sense the mood of the pack and be able to act instinctively. The changeling could tell the unicorn had a crush on Rarity and though it was difficult to judge how her host thought in return, as she was surprisingly clueless in this regard, Elusive was fairly certain Rarity might be interested. She couldn't be that clueless, right?

With that in mind, the changeling carefully constructed a still image, a single thought that depicted Rarity kissing Twilight. It was simple, easily made and would be easy to explain as a rogue thought, which made it perfect.

Elusive released the thought and instantly began monitoring Rarity’s thoughts and emotions. The last bite of her biscuit tumbled to the table, her mouth hanging open and a blush spreading across her cheeks. Her thoughts were… strange, to say the least. Though it did have that undercurrent of desire, accompanied by the spike of lust Elusive had been hoping for, there was also a spike of shame and guilt that accompanied it.

Why in Equestria did I think of that? Rarity thought, her blush lingering on her face for several seconds after the image faded away.

Hmmm, oh that? Just a random thought I guess. Rarity seemed suspicious for a second before accepting the explanation and tossing the last bite of her scone in her mouth in an attempt to hide her embarrassment.

Elusive would have smiled, though it wasn't the perfect reaction, it was a good one. At the very least she could point the pair towards a more sexual relationship, one that would most likely net her the short term burst of love that she would need to modify their shared body and feed their new queen. Though the negative emotions were a little odd and might doom the relationship, those feelings were buried rather quickly, meaning Rarity herself probably wasn't even aware of them.

A sudden ping drew Elusive’s attention away from her plans and instantly her senses were on high alert. The psychic ping was distant but unmistakable, and with the defeat at Canterlot there was a very real possibility that this may be a rogue changeling or rival hive.

Rarity interpreted the strange sensation as an itch and scratched the back of her head, allowing Elusive to gently turn their head and look around with only a small suggestion. Everything seemed quiet and serene like usual, the typical day in Ponyville save for something odd that stuck out. The teenager from before was outside and was walking towards them, a plate with their order on it balanced in one hoof.

That's odd. Didn't he say he would call when it was up? 

Rarity dismissed the thought, reasoning the teenager was just being extra nice to her, something Rarity had grown used to. Elusive however was on high alert, she could sense something was off with the colt but couldn't place it. Her first instinct was to to think this was the rogue changeling she had sensed before but she needed more than a faint mental ping to be sure of her assumption.

The colt smiled warmly and placed the plate of scones and drink on the table before them, his hooves oddly dexterous for a rather lanky, uncoordinated teenage earth pony. “You order, ma’am.”

Rarity smiled back earnestly. “Why thank you.”

Elusive wasn't paying attention to the ensuing small talk, the stallion had emitted a brief burst of hope the moment Rarity had spoken, coupled with an almost immediate burst of despair, and than finally a small sliver of dread. Coupled with the small, barely noticeable facial twitches, Elusive quickly realized this was another rogue changeling, but one that seemed to be loyal to Chrysalis. She needed more interaction to be sure though, all the other changeling had managed to express via code was loyalty and confusion.

“How was the scone? It's a new recipe.” The series of odd facial twitches and the far more subtle bursts of emotion confused Rarity but Elusive was quick to suppress that feeling.

The message was strange, it was an old language, one that was invented mainly to be used by infiltrators forced to speak in front of ponies. It was easily spotted by trained interceptors though and worse yet the changeling needed to use up their own love stores just to communicate. Whoever this other changeling was, they were experienced and old. Her message was just as strange as her method of speech and could be interpreted as either a request for safe passage or a plea for asylum. Either way Elusive couldn't simply knock Rarity out so she further suppressed the unicorn’s perception and quickly took over the job of speaking.

“It was really nice. A little on the dry side for my liking however.” Elusive replied, adding a few small facial twitches and accompanying them with small bursts of seemingly random emotions. She had communicated that she couldn't talk now and requested they speak later.

The stallion nodded. “I will make sure to tell dad to change the recipe a little.” When? The other changeling asked back in code.

Elusive smiled. “Thank you again darling.” Late, was all Elusive could communicate back before slipping Rarity back in control.

The unicorn blinked, watching the stallion turn and leave. “Odd.” She pressed her hoof to the lips, trying to figure out why she felt so strange all of a sudden.

A second later the titular princess of speed herself slid to a landing right next to the unicorn. Kicking up a small cloud of dust that positively ruined Rarity’s mane and ensured that she would have to have a long soak once she was home.

Rainbow Dash waved. “Hey Rares! Oh jeese, sorry about the dust, here lemme help you with that.”

“Wait no don't-!”

But it was too late, the pegasus opened her wings and gave three hard flaps directed squarely at Rarity’s face. Instantly her face was buffeted by wind and the dust was blown out of her mane and fur, along with most of the product she had used this morning and a good chunk of the good cheer she had managed to recover since her frustrating morning.

The unicorn tentatively opened one eye after the hurricane level wind had ceased. Revealing a giggling pegasus pointing a hoof up at her mane. “You look hilarious! How much stuff do you put in your mane?”

The pegasus broke down into a fit of laughter, pounding her hoof against the ground. Rarity rolled her eyes and summoned a mirror with her magic. For several long seconds she simply stared into the mirror, the only thing that moved was her right eye which twitched madly. It was worse than she could have imagined, she had thought her mane would look a little windswept or at least extremely disheveled but that was the least of her worries.

Her mane had been blown completely backwards by the galeforce winds Rainbow had produced. Than when the wind had dissipated her mane hadn't gotten the message apparently and decided to stay there. The combination of the products she used, the dust and the wind had made her look like some sort of cartoon character that had just walked out of a wind tunnel.

The mirror crack'd and Rainbow Dash’s laughter slowly died. “You uh, alright there Rares?”

Why that rotten, no good feather brained halfwit! She would have felt absolutely dreadful about saying such things aloud but thinking them granted at least a little relief from the anger burning inside her. It took almost an hour to style my mane and now it's ruined!

Elusive was shocked and confused by the sheer intensity of the anger boiling within them, which threatened to corrupt their love stores. Calm down it's just our mane, we can-

JUST OUR MANE? It is completely ruined! What in Equestria are we going to do? The rest of my friends are going to be showing up soon and I refuse to be seen like this! It's simply atrocious!

I was going to say we can just use a quick spell to help, if you would have let me finish! Elusive mentally yelled back.

Back in the real world Rainbow Dash peeked over the side of the mirror. “Hey, you alright in there? Equestria to Rarity.”

The conjoined beings completely ignored the prismatic mare, too locked in their argument. I do not know such a spell and even if I did it couldn't help, my mane is a disaster!

Elusive rolled her non existent eyes and was tempted to dismiss this entire ridiculous argument but the fact that her host was still angry and panicky about it meant she had to do something, and quickly. A quick edit of her memories later and Rarity suddenly remembered a spell that did just that, however it wasn't complete enough of a memory to do the spell properly. So thinking quickly, Elusive subtly repressed Rarity’s mind and cast a quick shape shifting spell over her mane.

In a flash of green the face looking back at the pair was now topped by Rarity’s signature mane style. Clean, neat and perfectly coiffed as if she had just come from the salon. Rarity blinked and turned the mirror a few different directions before sighing in relief. She didn't know where she learned such a spell but with the voices help suddenly it was there as if she learned it only yesterday. Perhaps she had been too hasty in dismissing her other’s help…

Your welcome by the way. 

Rarity rolled her eyes and teleported the mirror back to her boutique. Leaving a rather stunned looking pegasus looking at her. “That was quick. I thought you were gonna yell at me or something.”

Rarity sighed. “It’s nothing darling. You really should slow down though.” She held up a hoof, stopping the response she knew was coming. “At least when your coming in for a landing. Imagine if I had been eating soup or if my ice tea didn't have a lid.”

The pegasus rubbed the back of her neck awkwardly. “Yeah I guess your right, I wouldn't want to have to buy you another soup or whatever.”

“Yes well, just don't do it again.” She took a long sip from her ice tea, watching as the prismatic pony pulled up a hay bale chair and plunked down. “Are you not ordering anything?”

“Nah, I grabbed a bite before work this morning and I ain't hungry.” The mare replied flippantly.

Rarity had never seen or heard of the prismatic pony ever skipping a meal in the entire time they knew each other. Instantly a gossip light flicked on in Rarity’s head and she leaned close to her friend, a devilish smile on her face. Her keen eye noticed that Rainbow Dash was covering her midsection more than usual and she sat so close to the table no one would be able to see her stomach.

“What?” Rainbow asked nervously, shuffling in her seat slightly.

“Oh nothing.” Rarity said with a smile.

The lunch continued relatively normally, with Rarity subtly needling more and more information from the pegasus until she was ninety percent sure that her friend had put on a little weight and was evidently paranoid about it. Meanwhile Elusive was in awe, how exactly did a pony know such information gathering techniques? The changeling had only heard of using such subtly to her advantage on her last year of training and that had been one of the harder courses to master.

And yet this simple pony had managed to weasel out nearly all of her friend’s secrets without  Rainbow Dash even knowing she had given Rarity the answers she sought. Had she really learned all that just from her desire to gossip? Either way Elusive was impressed and was assured once more that she had chosen the right host.

Eventually Applejack had joined them after ordering a large ice tea and a daisy sandwich. Fluttershy and Pinkie Pie had arrived together a few minutes later, talking amicably about animal crackers of all things.

With friendly love and appreciation flowing into her, Elusive breathed a sigh of relief. Her problems were not solved in their entirety but she was at least satisfied for now. Even than, with a belly nearly full of emotion she couldn't help but worry. This was nice but it wouldn't go nearly as far as directed, romantic love would, or even lust for that matter.

It was worrying but Elusive knew she could make it last long enough to get what she wanted, Twilight was awkward and naive while Rarity was beautiful and more importantly, easily manipulated. It wouldn't be easy to convince her host but it would be well worth the effort, though the changeling was loathe to make anymore modifications to Rarity’s mind on the off chance she did something wrong.

As if on cue the unicorn appeared in a flash a few feet away and quickly made her way over to her friends. Elusive couldn't help but recoil slightly from the mare’s presence. A changeling was well adept at detecting emotions that much was well known but they could also sense a being’s natural magical ability and this simple librarian was positively thrumming with power. She tried to push such thoughts away, but the fact that the pony before her could wipe her from existence with merely a thought was a disturbing one.

In the end she was forced to immerse herself in Rarity’s memories of the lavender unicorn in an attempt to ignore her own discomfort. Memories of all the adventures they had been on, the hardships they had gone through and the friendship they shared eased Elusive’s worries and allowed Rarity to interact without feeling an odd sense of distraction.

“Ahh, Twilight. So good of you to join us darling.” Rarity said with a smile.

A chorus of similar greetings from the rest of her friends met the approaching unicorn. “Hey girls, Rarity. I’m so glad you could make it. I thought for sure you would be caught up in one of your orders.”

Elusive could taste the faint wisps of attraction and puppy love and urged her partner to respond with a compliment. Rarity didn't see the harm in such a thing and obliged. “Of course, I wouldn't want to miss a chance to enjoy some time with my best friends.”

The small flood of positive emotions from the rest of her friends was nice but Elusive was focusing all her attention on the bookish unicorn now sitting across from her. Paying special attention to the emotions she emitted, which was for the most part simply platonic love. Still, Elusive knew Rarity’s method of flirting and though she feared it was a little too subtle for the naive unicorn it was the correct choice while they were still in the company of Rarity’s friends.

As they talked about their day and remarked about the great weather they were having Elusive focused on analyzing the lavender mare and to a lesser extent the rest of Rarity’s friends and all but ignoring the conversation. Which flowed easily from one topic to the next, discussing what they had done recently, their plans for the weekend, etc. As they talked Elusive became aware of a few things that struck her as odd.

First, Fluttershy and Pinkie smelled a lot like eachother, like a lot, a lot.This on it’s own wasn't significant but the way they had chosen a spot beside each other and sat a little closer than what is normally comfortable, told Elusive all she needed to know. Secondly, and far more importantly she had discovered what had been bugging her about Twilight during their entire conversation.

There was a small indentation in the fur around her neck, as if she had worn something tight around for an extended period of time but had tried to brush it in an effort to make the fur return to normal. Again, this on it's own wouldn't be significant but Elusive had pulled Rarity’s gaze towards Twilight’s neck, remarking to her partner about something that seemed off. The second Twilight noticed her friend’s gaze a sliver of panic shot through her and she reached up to the section of fur only to relax when she touched nothing.

It seemed as though Rarity wasn't the only deviant in their group, was it a collar? Bondage perhaps? Elusive’s mind whirled with possibilities though she quickly pushed them aside for now. She would have time for such thoughts later, for now she needed to keep close attention to any other clues that she might be able to use to her advantage.

“Hey, Twi. Did you happen to hear about that kerfuffle up in Canterlot?” Applejack asked, leaning in a little closer and speaking in a low tone.

“Kerfuffle?” Twilight asked quizzically.

“I heard through the grapevine that some changelings showed up in Canterlot.” She smirked. “Talking about some kind of surrender or something.”

Rainbow Dash snorted dismissively. “Why would the princesses bother with that? We beat them so bad the first time I bet we could just kick em out for good.”

Elusive felt her blood begin to boil and it took all her will power not to lash out at the pegasus. Somepony beat her to the punch however, somepony Elusive would have never expected to come to her aid.

“Rainbow Dash! That's not very nice. They were just getting food. Would you hurt a bunny just because it was eating your garden?” Fluttershy scolded.

The prismatic pegasus shrunk slightly. “I guess not.” She shook her head vigorously. “That's not the same thing though! Those jerks tried to take over the whole world.

“But it's not like they hurt anypony.” Pinkie Pie added. “Even if they were being total meanies about it.”

Applejack clopped her hoof on the table. “I think my hearing is going cus I thought I heard one of my best friends defending those lying, no good monsters!”

Twilight lit her horn and slammed Applejack’s muzzle shut. “That's enough, let's all take a breath and relax okay?”

The other mares nodded in agreement and Twilight’s horn dulled once more, leaving the farmer to shoot a quick glare at the unicorn before rubbing her muzzle. Rarity had remained silent for the short back and forth, confused by the strange set of churning emotions that flowed through her.

After a few seconds of silence, Twilight nodded and leaned in close, prompting her friends to do the same. “Do you promise to keep this a secret?” Pinkie’s eyes went wide. “Not a pinkie promise, just swear tell anyone okay?”

The other mares all nodded while Elusive became more and more confused. What was this pony getting at? What did she know? Perhaps she had been privy to secret discussions due to her status as Celestia’s student? She urged Rarity to nod and move a little closer in order to ensure they didn't miss anything.

“Alright.” Twilight sighed. “The changelings are surrendering to us and Celestia has informed me that an agreement has been reached but talks will continue for awhile. The princess feels as though Chrysalis isn't telling her everything and she wants to find out what that is before they sign on the dotted line so to speak.”

Rainbow’s eyes narrowed and she glanced at her friends. “Do you think they are going to try something like the wedding again?”

Elusive bristled but kept her emotions to herself. Despite her misgivings about the necessity of the canterlot wedding operation, it had been a resounding success until the ponies pulled a trump card out of nowhere and undid all their work.

Twilight shook her head. “Celestia doesn't know for sure but the new detection spells haven’t found any infiltrators.

Applejack rolled her eyes. “I wouldn't put it past those varmints to wave the white flag only to try and strangle ya with it. The sooner we kick em back into whatever hole they crawled out of the better.”

Rarity sighed. “They were beaten rather badly the last time, don't you think Celestia is being a little paranoid?”

Twilight shrugged. “Celestia mentioned it might be nothing more than a feeling but-” She glanced to her left, noticing the approaching forms of another group of ponies. “Don't tell this to anypony got it?”

The mares all nodded back, muttering promises not to tell a soul. By the time a group of chatting, middle aged mares walked past the six friends their conversation had already shifted onto more mundane topics. Elusive could still feel anger and hate it was mixed with pity, and a small bit of shame.

On the one hoof it was nice to know that she may have potential allies in the shape of Pinkie Pie and Fluttershy but she had been shocked by just how strongly Applejack felt about her race. Which was understandable when she thought about it, you couldn't be the element of honesty without valuing honesty and changelings were anything but. If her existence ever came to light she would have to deal with the earth pony, one way or another.

No matter how much thought and planning went into her little operation she knew her cover wouldn't last forever. When her existence was finally revealed she would need strong allies and a willing host if she was going to have a hope of fulfilling her late queen’s commands and integrating fully with the ponies. It would be a difficult sell but perhaps with over half the elements of harmony on her side she would be able to convince others?

Her thought trailed off as her mind wandered with potential backup plans like retreating to a safe house far away or perhaps constructing a new hive beneath the boutique. Those plans all had elements of danger however and she prayed to the first mother that they wouldn't be necessary. Still, she made a note of putting a few back up plans in place, just in case.

Eventually their conversation slowed and the group decided to disperse, exchanging promises to meet back up in a few days and do something a little more exciting than just lunch. Elusive didn't care about the details as she could easily pick Rarity’s brain for what she missed, she had more important things on her mind rather than whether Rarity’s friends wanted to go bowling or see a movie.

Namely a plan that might cure her little love issue, along with helping to set up the foundations for the future hybrid hive. The changeling parasite was certain by the end of their little meal that both Pinkie Pie and Fluttershy pitied the changelings and would help if asked and with the discovery of Twilight’s less than hidden fetish and crush on Rarity it wouldn't be long before the changeling found herself surrounded by hybrid allies that would be more than willing to aid in her mission.

Rarity felt an oddly twisted smile spread across her face along with a surge of foriegn thoughts centered around several of her friends. A sliver of worry wormed into her mind and she couldn't help but wonder why she had been thinking such strange thoughts.

Elusive was quick to remove her worry, replaced it with a reminder of all the orders she had due. The mare gasped and picked up the pace, trotting the rest of the way back to her boutique, completely oblivious to the worries that had plagued her a moment before.





Normally the prim and proper mare was not so easily worked into a tizzy, she knew how much work she could do and she was an expert at budgeting her time, Rarity was after all a business owner. Despite the fact that her orders were neither pressing nor difficult, she found herself working at a near manic intensity after returning home from lunch with her friends.

Her hooves and magic flew from one task to another as she cranked out dress after dress at a breakneck pace. She didn't know why she was working so hard or so fast but everytime she thought about it she found her hooves moving on their own, eagerly grabbing the next sheet of fabric or turning the sewing machine back on. In the end she simply gave up, allowing herself to fall into the flow of work and reasoning that she was merely wanting to get ahead of her orders for a change.

Which wasn't entirely untrue.

Elusive didn't find it difficult to set the mare’s pace higher than usual and she was remarkably easy to coerce into working faster despite not having a pressing reason to do just that. She didn't seem overly concerned as to why and the weak excuses Elusive employed were eagerly gobbled up. Merely reasoning that she should follow her muse, no matter where that took her.

The changeling didn't care much for the bits, but a bulk of orders going out early would net them a lot of extra emotion. Even though it wasn't romantic love it was still directed towards them which made it far more potent. Next it enabled them to keep their schedule relatively clear, something Elusive knew would be important as they would need time to set up their new hive and induct new members while they seduced the powerful unicorn. Lastly it was also important that Elusive knocked Rarity out early in order to use her body to meet with her surprise visitor from earlier.

It would prove difficult to puppet a body that was mostly asleep but it also made things dramatically easier in a different regard as it meant she didn't have to fight for control or modify Rarity’s memory, both of which would cost her precious love. Which she thankfully did not have to stock up on as the gathered emotion from Rarity’s friends had been enough to tide the changeling over for now. Even with her reserves being relatively full, Elusive could still feel them begin to dwindle by the end of the day.

Clearly the new queen was more hungry than it had any right to be and Elusive worried that she may have been too hasty in her decision to take it into their body without first establishing a stockpile of love. If she ran out now she may hamper the queen’s development which was not something the changeling wanted to even think about. Elusive once again pushed her worries from her mind, she had far more important things to think of and right now Rarity was struggling with a rather complex pattern, obviously unused to having half her mind suddenly wander off without her.

Reluctantly the parasite lent her mental faculties to the mare’s efforts, drawing a relieved sigh from her counterpart. Time seemed to slip through their hooves and Elusive couldn't help but feel as though she was beginning to enjoy the work. She wasn't sure if that was some sort of bleed over from Rarity’s love of the craft or a genuine hidden desire of hers but either way she allowed herself to indulge in the pleasant feeling. If they were stuck together forever Elusive would have to get used to what Rarity liked to do anyway, right?

By the end of the day they had finished almost an entire week’s worth of work in the span of an afternoon. Their dual focus allowing them to multitask at an unprecedented rate, easily weaving together complicated patterns, and working with a level of coordination that would baffle anypony who saw them work.

Rarity had been so focused on her work that she never thought to question how she had accomplished so much so quickly. Nor did she notice when her horn briefly glowed green as Elusive used her own telekinesis to weave a pattern too complex for Rarity to accomplish on her own. Merely passing off her renewed focus as a potential upside to the voice in her head without thinking any deeper on the subject.

Which suited Elusive perfectly as avoiding any potential questions made everything easier. By the end of the evening they were left weary but satisfied, Elusive’s plans would prove easy to complete now and she looked forward to the flood of positive emotions she would receive when she told Rarity’s customers about their order being ready early. While Rarity was just thrilled at having completed her orders early as that opened up more time for her own projects and hobbies, unaware of her partner’s ulterior motives.

So caught up in plans and ideas that the pair weren't even paying attention to where they were going and their hoof caught the edge of a stair. The pair nearly tripped up the stairs only for something to catch them and deposit them at the top of the stairs. The mare blinked and looked around, wondering what happened.

I caught us, try not to trip again, okay? Elusive thought.

“Oh, right. Of course.” Rarity replied.

Putting the strange thought from her mind Rarity trotted into her room and firmly closed and locked the door behind her. She was far too tired for the usual after work soak in the tub and instead opted for a simple shower before bed.

Her hoof lingered at the door to her personal bathroom only for a strang compulsion to overtake her and drive her to the bathroom she shared with Sweetie Belle. The filly had long since gone to bed after an exhausting afternoon spent playing with her friends.

After a short shower the pair slipped under their covers and snuggled into their bed, a content smile crossing their face. Their day had been quite productive, plus she had been able to see her friends which was always a bonus. She was content, happy and even though a mild hunger gnawed at her, she was able to put it out of her mind and fall into a deep dreamless sleep.

Elusive hung back, hanging on to consciousness while waiting for her host to fall completely asleep. Only to discover just how strange it was to remain alert and awake while her other half was fast asleep. Her body fell limp and heavy but her mind remained awake and alert, or as alert as one might be when half their brain is no longer helping to move one’s limbs.

As such it took awhile for the changeling parasite to wrangle their partially responsive body into a standing position. She had work to do and a changeling to meet and with a little persistence she pushed past the difficulty and managed to drag their body into their attached bathroom. Undoing the magical lock and pushing past the mental compulsion she had placed in their mind.

The small ensuite bathroom had changed considerably since the first time Elusive had stepped inside. The chrysalis in their bathtub was now fully complete and could hold a full grown alicorn if necessary. The entire thing sat in a small pool of bubbling pink liquid that nearly reached the lip of the tub. Lowering herself slowly, Elusive guided their body down and drank deep of the potent love, only stopping when she felt her enhanced reserves fill completely.

By the time that happened the liquid had lowered significantly and Elusive couldn't help but frown at the sight. If she stopped gathering love she may survive for a day or two on her supplies but in order to last any longer she was going to need to ration carefully. All the more reason to seduce a mate, and soon. 

She would also have to waterproof the area around the bathtub in order to increase the size of her love storage or perhaps knock out the tub entirely, either way that would come later. For now, one of her stomachs was full and she had to get down stairs in order to be ready for her contact. She slowly stumbled her way over to the top of the stairs, her droopy, half open eyes looking down at the dark hallway. Thankfully the changeling’s enhanced vision made it easy to navigate solely by moonlight.

Slowly, deliberately, the changeling maneuvered her host’s clumsy hooves down the stairs one at a time, taking nearly ten minutes to get down the flight of stairs without tripping. With only a few steps left Elusive grumbled silently, wishing she still had her wings, which would have made everything easier even with her host currently being asleep. As she took another step down her attention shifted and she was blasted by a sudden wave of hope than fear that originated from the front door.

So intense was the sudden wave of emotions that her clumsy hoof nearly slipped down the stairs. The changeling managed to catch it at the last second though and for a moment, Elusive stood silently, paranoid about her host waking up, only for a sudden snore to pass their lips. Shaking her head slightly the changeling trundled forward, slowly making her way to the door.

The blast of emotion was clear and directed, whoever was out there knew enough about changeligns to emulate their usual codes, meaning it was most likely the rogue from earlier. Elusive was reluctant to contact the changeling as it meant another element in an increasingly growing convoluted plan but the potential of having an ally far outweighed any potential unforeseen circumstances. In the end she knew she needed help in order to bring Chrysalis’ plan to fruition and as the bearer of their queen she had a sliver of her former queen’s authority.

As she neared the door she fired off several short bursts of targeted emotion, trying her best to rely the fact that it was safe here. She wasn't sure if her message was received but she had no time to worry about that as she had reached the door and clumsily began undoing the lock with her limp hooves. A short struggle later and the latch was released, allowing the being on the other side of the door to push it open slightly and peer inside.

Thin brown hooves pushed the door open enough to reveal the teenage pony from earlier save for his eyes being replaced by the teal orbs of a changeling drone.. When Elusive’s droopy, half open eyes met the other changelings she was met with a wave of concern, and more than a little confusion. “Did you…? You did. Huh. Impressive.” The other changeling remarked, eying Elusive up and down.

Elusive wanted to roll her eyes or say something but she feared that such an act may wake up her partner, which was not something she could afford. Instead she simply stood and waited for the changeling to re-apply the disguise over his eyes, no longer needing to signal his good intentions.

“Is it really safe to talk here?” The changeling asked, casting a glance over his shoulder.

Elusive nodded, drawing a sigh from the other changeling.

“Right, I should get on with the report.” He cast a quick glance in both directions before leaning forward. “Chrysalis’ deterioration is increasing, at this rate she may well fall apart before an agreement has been reached. She passed along word that we shouldn't worry but…” he sighed.

Elusive sighed as well, trying her best to display her sadness with the limited muscle control she had.

“Yeah.. anyway, she ordered whoever was still loyal to come here and organize under you.” Elusive’s droopy eyes opened wider than she thought possible, leaving the other changeling scrambling. “Don't worry! There aren't many of us left, most died or defected and the few not mad, dead or deserted number less than twenty and with the security being what it is…”

He shook his head vigorously, Elusive could feel the despair emanating him from him like a choking mist. She leaned a little closer and brushed their noses together, drawing him from his misery and making a blush spread across his face. “Thanks reagent, I just had one last question before I left...”

He shuffled awkwardly, and Elusive suddenly realized just how young this changeling was. How he had come to master the old code speak was as impressive to say the least, obviously this was a. He was small, scrawny and barely larger than a nurse and couldn't be more than a few months old. Sure his pony disguise looked like that of an adult but Elusive had been a master infiltrator and could see right through the young changeling’s disguise. She sighed, sending a small mote of love towards the changeling, hoping it would encourage him.

The nameless ling perked up, eagerly feeding on the offered love with a ravenous hunger that did not surprise the wizened Infiltrator, he was clearly starving and must have used copious amount of emotion just to reply in code.

“Thank you Rar- I mean reagent, I was just wondering if we should stick with the que- er Chrysalis’ plan. Integrating with the ponies sounds… unpleasant.” He winced, looking down and awkwardly rubbing his foreleg. “Sorry, I’m still getting used to… everything”

The irony of a changeling not being used to change was not lost on Elusive and she would have chuckled if she had enough control to do so. Rather she simply smiled awkwardly and nodded, the male seemed unconvinced however and without the ability to simply tell him why she was so confident she angled her horn down and did the one thing she knew would give him confidence.

Love flowed like an endless waterfall into the malnourished changeling, satiating his hunger and than some. His eyes flickered and his disguise failed for a split second, so overwhelmed by the powerful love. It was pure, undiluted and though it was not intended for him it was easily the most potent love he had ever tasted in his short life. His knees buckled and he struggled to stay standing as his breath grew ragged.

He could feel the hole that lay deep inside every changeling grow a little less dark, a little less deep and the clawing hunger that had stung him since birth receded for the very first time. His body could not take the sudden changes however and he collapsed at Elusive’s hooves, so overwhelmed was he by the sudden influx of love. How was this possible? This was more love than the meager rations he had grown up on his entire life.

He struggled to look up at his savior, the gentle moonlight illuminating every feature of the mare’s face and the changeling couldn't help but wonder if he had died and this goddess was the first mother Chrysalis always spoke of. Slowly the love petered off and he felt his strength return once more.

He got to his hooves once more, his disguise thankfully remaining intact through the strange and powerful experience. In that moment he understood, truly understood, why his former queen and his current reagent believed in this plan. The shadows had sustained them but now, they could finally live. Changelings had no art, no creativity, no cuisine, culture or anything that could be truly described as their own. The shadows provided and consumed in equal measure, giving them a home but stripping them of everything that made them feel alive.

But now, now he could go without gathering for weeks and he knew, this was what Chrysalis had hoped for. A world in which changelings could live free for the first time in their entire lives they could be free of hunger, fear and persecution.

He nodded once to the hybrid, a tear running down his face and without another word said he turned and left, disappearing into the night. For a moment Elusive lingered, wondering if it was such a good idea to give up her precious love but the unbridled expression of joy on the other changeling’s face had been well worth it. She would have chuckled if she could, her first truly generous act of her life and it was only after she had been bonded to the element bearer of the same virtue.

Perhaps these ponies were rubbing off on her already…

A thought for another time she reasoned, hardly noticing the blush that colored her cheeks. After stumbling back up the stairs she stopped in front of Sweetie Belle’s door, chastising herself for not having checked before she had gone to meet the rogue changeling.

With her ear pressed firmly against the door, Elusive heard the slow rhythmic breathing of her partner’s sister. The filly sure sounded asleep but she didn't have full access to their body’s hearing which made things difficult. She sensed calm from within but this sense was also dulled and didn't give her the more detailed information that it normally would.

Giving up, the changeling piloted their body back to bed, somehow managing to close and lock the door behind her before tumbling into bed and shuffling under the covers. In the silence her thoughts returned and she couldn't help but wonder if Rarity would end up changing her as much as the changeling had her. Would that really be so bad though?

The ponies were peaceful, trusting and above all, loving. It seemed only natural she would become more like them. Elusive made a note to keep an eye on this change for now, in time she could allow herself to become more like them but for now the changeling species was still in danger and she would not allow her wit to grow dull.

With a firm reminder to stay vigilant in the face of potential danger, the changeling checked her love reserves and after finding them full enough for the night, she allowed herself to fall fully into the realm of slumber. Their body now in harmony, Rarity/Elusive fell into a deep, powerful sleep filled to the brim with dreams of flight and freedom.





Outside their room, down the hall inside the other bedroom, Sweetie Belle was far less relaxed than her sister. She had heard her Rarity fumble with the door of her own room before stumbling down the stairs, she hadn't thought much of it at first. Her sister was an adult and if she wanted to get up at weird hours for snacks or whatever that was her business, even if she was a little jealous of that fact. When she heard her nearly trip at the bottom of the stairs Sweetie had grown worried. Was she sleep walking or something?

Her childlike curiosity pulled her from her bed and down the stairs, an air of suspense hanging thick in the house, choking back her desire to call out to her sister and urging her to remain hidden. With her vision reduced to mere feet and her eyes unable to pierce the gloom she crawled slowly through the halls, looking for her sister while her mind tried it's best to scare her to death with thoughts of all the terrible things that may be lurking just beyond her sight.

Finally she found her sister at the front door, and just as she was about to call out to her, Sweetie saw a second shape. She tried to get closer to see who it was or to hear what was said but the other shape suddenly collapsed and Sweetie had to cover her mouth with her hoof in order to hold back a gasp.

She dared not move any closer in fear of being discovered but after a few seconds the shape stood back up, the lingering fatigue and weakness that clung to him now gone. Than he simply nodded and left without saying anything.

What the hay is going on Rarity? Sweetie wanted to ask but the way her sister just stood there, looking out into the night disturbed her greatly and the filly couldn't help but feel as though the creature at the door was not her sister.

Before she even understood what was happening she found herself slinking backwards, away from whatever was at the door. It looked like Rarity, even smelled like Rarity, her perfume still poignant despite her brief shower. Despite all that Sweetie couldn't help but feel as though this… thing, was not Rarity and the filly slipped silently into the darkness, making haste for the safety of her bed.

Somehow she made her way back upstairs without tripping and having hardly made a sound, despite what her panicked imagination dreamed up. With her door closed firmly, she lay in her bed, forcing her panicked breath to slow into a more normal cadence. A few seconds later heard the thing that looked like her sister begin to walk up the stairs, eventually making it up into the hall and finally stopping in front of her door.

She pushed down her fear and focused on her breathing, telling herself to be calm and trying to convince herself it was all her imagination. Tomorrow she would wake up, Rarity would be making breakfast and everything would be exactly the same as it had always been.

It wasn't long before she heard the soft clip clop of her sister’s hooves as they receded back into her room and with a long sigh of relief Sweetie sprawled out in her bed.

“What the hay was all that?” She asked the empty room.

Eventually the filly fell asleep, and contrary to Rarity and Elusive’s peaceful dreams, Sweetie’s slumber was beset by nightmares. Nightmares of the creature in Rarity’s skin chasing her relentlessly, wanting nothing more than to steal the flesh from her bones.





The next day was the same as every other, Rarity/Elusive made breakfast like usual with the changeling taking over the majority of the cooking as Rarity didn't seem to have the knack for it. Neither complained, Rarity having grown used to the voice offering tips and advice she hadn't thought she knew. Elusive always brushed it off with a fake memory or excuse, which Rarity realized sounded logical but never really answered her question, rather than press the issue she merely shrugged. She was just happy she wouldn't have to order in so much.

As Rarity hummed a small song to herself Sweetie sat anxiously at the breakfast table, unable to tear her eyes from her sister. The instant she had finally pulled herself from her restless sleep she had been intent on asking Rarity what had happened the previous night but dark thoughts plagued her mind and doubt began to plague her.

What if that truly wasn't Rarity and was indeed some kind of monster, would that mean that the mare before her was that same monster from last night? What if the stallion at the door had been mind controlling her or something?

She gasped, drawing the confused gaze of her sister. “Is something wrong Sweetie?”

“N-no Rarity, I just uh… realized I had some homework I have due tomorrow.” She lied.

Rarity fixed her sister with a frown. “Now Sweetie, it's not a good idea to leave things until the last minute. I would be more than happy to help you tonight if you need it.”

Sweetie shook her head. “It's fine, I was gonna work on it with the crusaders later.”

Elusive knew the filly was lying and that doubt bled over to Rarity who in turn eyed the filly with concern. Ultimately the pair merely shrugged their shoulders and turned back to the omelette they were making. Rarity knew she was being lied to be she also knew that if it was serious, her sister would come to her for help.

The pair sprinkled the omelette with a fine blend of spices before adding a little more cheese and grinning at their nearly perfect creation. All while unaware of the truth depth of the turmoil circulating within Sweetie Belle’s mind.

Her mind was awash with worry, fear and confusion and the filly couldn't help but freeze, unable to think of a solution. If her sister had been mind controlled by some monster than approaching her about it wouldn't help as she likely wouldn't remember ever getting up. But if she found this mysterious stallion… A light bulb flickered in her head and she jumped up in her seat.

“Rarity can I go hang out with my friends now? Please?”

Rarity sighed. “Your omelette is almost ready than you can go.”

“But i'm not hungry.” She whined. “Can I please go? Apple bloom was going to pack a picnic for lunch and I promise to be back in time for supper!”

Rarity frowned but ultimately even her hardened exterior was no match for the weapons grade cute being leveled at her. Sweetie had broken out the puppy dog eyes, pouty lip and even the small, single tear.

“Well alright but you three better be doing this mysterious assignment of yours. Anymore late homework and-”

“I’m going to have to go to summer school, sheesh I know, I know.” Sweetie rolled her eyes and hopped down from her seat.

Rarity chuckled as she watched the filly scamper out of the boutique after grabbing her cape. The omelette. “Oh!”

With one omelette saved she quickly deposited it into Sweetie’s plate only to turn and realize that she had prepared enough food to feed at least three ponies. As if on cue her stomach rumbled and though a part of her reminded her of her waistline, a more convincing voice asked the simple question.

Were hungry and if we don't eat it, it's going to go to waste. Why not indulge a little? 

Rarity shrugged, eagerly adding another mass of eggs to the skillet and grabbing a generous helping of cheese and vegetables. She could enjoy herself a little right? It was just eggs and vegetables after all. Oh and a nice tall glass of chocolate milk, along with one of her favorite double chocolate cookies for dessert.

Oh this is going to be perfect! Rarity couldn't help but think.





The rest of the day passed without incident, Rarity and Elusive called the ponies who had placed an order, received payment in the form of bits and love and quit early after working on a passion project of Rarity’s and helping a few customers. In the end Elusive found it easy to convince her host to turn in early after their productive day.

While waiting for Sweetie to return for supper Rarity flipped through a few fashion magazines she had nearly forgotten about. She had originally wanted to finish a romance novel she had been saving while enjoying a bottle of wine while soaking in the tub but the voice argued against that, claiming they should save that for a day they were really stressed.

The mare begrudgingly agreed, despite their hectic day yesterday they had woken up rested and rejuvenated, ready for their day and without a care in the world. Rarity had to admit that the voice was right and saving the last juicy bits of the novel and that one really nice syrah really did sound like something best saved for a stressful day.

She put the magazine down and placed a bookmark in her spot, the designs featured in this month’s issue were drab in the extreme and reading some hotshot designer drone on and on about how earthy colors were in this season was beginning to dragon on Rarity’s nerves. Really, earth tones were in? Yes it was summer but really? Brown was the color of choice? She cast the magazine aside and started work on dinner.

Sweetie belle eventually showed up a few minutes before their supper of vegetable chili was ready, sprinting in the door just as Rarity had begun to set the table. Rarity wasn't a big fan of the chili but it always was one of Sweetie’s favorites and judging from the scowl that marred her sister’s face Sweetie would need the pick me up.

“Something wrong Sweetie Belle?” Rarity asked, using her sickly sweet, motherly tone.

“Just finished the, homework is all. It was really boring.” Before Rarity could ask a follow up question, the filly had jumped into her spot by the table and leaned over the over the pot. “Is that chili?”

“Why yes it is, I hope you like it. I changed up the recipe a little bit but I think you will just love the additions.” Rarity gushed, dolloping out a heaping portion to the filly.

Who in turn cautiously prodded the chili, all too familiar with the consequences of Rarity going off recipe. She leaned in and sniffed it while watching the chili closely, as if it was going to jump up and bite her at any moment.

Rarity rolled her eyes and sighed. “It's good, try it.” The mare gave herself a rather generous portion before plunking down across from the filly and digging in.

When the chili did not grow teeth and bite her Sweetie cautiously grabbed her spoon and dug in. As the pair ate silently, Rarity couldn't help but worry about what was happening with Sweetie Belle, usually they didn't lie to each other like this. The mare was sure Sweetie wasn't hiding anything terrible per say but they had always had this unspoken rule where they didn't lie to each other for long and the fact that her sister stuck to her story begun to worry the unicorn.

In the end Rarity managed to pluck up the nerve to ask, clearing her throat and setting her spoon aside. “Sweetie darling, is their something wrong? Did something happen at school the other day?”

“It's nothing, really.”

“Are you sure you don't want to talk about it?”

“It's. Nothing.” The filly hopped off her chair and took off.

“Wait, Sweetie!” Rarity sighed, listening to her sister’s hooves as she ran up the stairs. “Maybe a little more space would help.”

Rarity wanted nothing more than to run up those stairs and hug her sister but she was a growing filly and as much as it pained her, Rarity respected that sometimes ponies needed a little more space. The rest of the evening crawled by at a snail’s pace with Rarity doodling a few ideas while Elusive considered the problem of Rarity’s wayward sibling. The changeling was no expert in pony relationships but she did have her natural empathy on her side. In the end all the changeling was sure of was that something was bothering her and and though she may be a little moody, she couldn't resist the eclairs from sugarcube corner.

With a plan in mind the mare drifted off to sleep, followed closely by her other half who remained conscious long enough to double check the locks and fill up on love from their reserves. With that done she too fell into the peaceful land of dreams, content that one of her sources of love would be returning to her.

Sweetie Belle on the other hand lay awake in her bed, a chair propped under her door despite the fact it was already locked. Her mind was an a buzz with the happenings of her day, from the moment she met up with her friends. To convincing them to help and than to the fateful moment where they finally managed to track down the strange stallion she had seen the night before. Her friends had chased the strange pony into the library before he disappeared seemingly out of nowhere.

“I’ll save you Rarity. I promise.”





Another day of relative boredom, Elusive thought reluctantly while merely sitting back and watching as Rarity hummed a small tune and doodled some more designs. It seemed like yet another regular day, one in which Elusive’s partner went on with her life while the changeling sat back and watched, observing her routine and mannerisms and busying herself with either helping or learning what she could about the generous mare.

Her love reserves had dwindled more than she had accounted before, between her unexpected bit of generosity with her fellow changeling and the slight decline in familial love coming from Sweetie Belle, she was beginning to worry. She could last another day or two without having to really start rationing but she didn't want to risk such an act incase it had an adverse effect on the still growing queen. She wasn't sure why Rarity’s sister had been less loving but she also seemed stressed, so much so that the eclairs they brought her didn't even illicit a smile. In the end the changeling merely shrugged off the change, trusting in Rarity’s assumption that it probably wasn't a big deal.

By late afternoon Rarity had grown bored with the small amount of work she still had left to do to the point that she had grown lazy and peckish, eating far more snacks than usual. Elusive wondered if the mare was picking up on her own hunger and was perhaps subconsciously trying to fix that problem. Not like her desire for love could be fixed by pickles, ice cream and several bags of potato chips.

Though it hadn't been long since the last time they had gone to see their friends, the effect of Elusive’s worry and hunger had begun to bother the mare and by the time they left they both needed a good distraction. They had left the boutique wearing a simple sundress and wide brimmed hat. Rarity had worried with the sun so high that she would burn and Elusive hadn't cared either way, until it came to put the dress on.

Rarity had pulled the dress on like usual, only to frown as it didn't quite fit the way it should. It hugged her flanks a little tighter and fit a little too snug around her midsection. No matter how much she fidgeted and tried to adjust it simply didn't fit like she remembered. Eventually she had given up, admitting to herself that perhaps the her diet was a little more important than she cared to admit.

Elusive had helped along this decision and was thankful the mare was so easy to convince, she hadn't even thought that a dress might be her potential downfall. She would have to think of a more permanent solution as it would be incredibly embarrassing if all her plans fell apart because he forgot to adjust the waistline of a few dresses.

Together the parasite and her host wandered around town, Rarity was tempted to go see Pinkie Pie for some sweets but the guilt of her recent snack habit dashed that. Applejack was out, she was too far away and would likely be busy this time of day. Rainbow Dash was as fickle as the wind and there was little hope Rarity could find the mare, never mind rope her into tea. Fluttershy had been her first choice but as the pair trotted down the lane to Fluttershy’s cottage, they saw the mare trudge into her house, covered in brown slop which the pair hoped was mud.

They had turned back to town after that, Elusive intent on convincing her partner to go to the library and visit Twilight, only to feel a sudden spike of guilt and shame. Elusive was tempted to press it but couldn't chance it, the sudden outpouring of negative emotions was too risky a gamble while she was so low on love.

In the end they had wandered aimlessly, Elusive trying to come up with another individual Rarity knew well enough to get some love out of that didn't consist of Rarity’s sister or friends. Which was difficult as Rarity’s memories of other ponies that could be considered close were limited and with Rarity’s parents out of town yet again, there left only acquaintances and customers. Neither of which could hope to give Elusive the love she craved.

In the end their rumbling stomachs convinced Rarity to grab a sandwich and juice and plunk down at a mushroom table outside of a small restaurant called the verdant grove. The sandwich was plain, but filling, and the juice was a little too sweet for her tastes but in the end it was fine. The pair’s mood had grown so dour in their quest for a friend that they hardly noticed any other patrons until she heard the zap of magic and a particular dragon’s voice come from behind her.

“Try again Twi, you can do it!” He exclaimed.

Rarity’s ears perked up and she looked over at the dragon and his unicorn companion. “Whew! This spell’s a toughie.” Twilight said, wiping the sweat from her brow.

Rarity was already moving, waving to the unicorn who had been about to concentrate on the spell once more. “Good afternoon Twilight.” She nodded down at the dragon. “Spike, what are you two up to?”

Spike grinned “Twilight was just trying to turn that orange into an apple but has been having a little trouble.”

Twilight sighed. “This spell is really tough, permanently transforming one thing into another is high level magic and requires a lot of practice. I’ve been working on this spell for days.”

“Interesting, have you tried taking a break? I always find that-” something caught the mare’s attention and before she could even think of her actions she had already yanked Twilight to the side, saving her from getting plowed by a blur of pink.

The pair tumbled into a heap, their hooves threatening to tangle as the purple unicorn panicked. Elusive’s sharp and ever focused mind was not so easy to confuse and she easily pulled the other mare into her hooves, catching her easily without putting any weight on her midsection. Which ended up with the white mare sitting on the ground with Twilight in her hooves, being held like a large dog with all her hooves straight up in the air.

“What the?” Spike mumbled, glancing over to a rather perplexed Pinkie standing a few feet away.

“Daw, nopony has ever dodged my super duper sneaky hug.” she shook her head and bounced over to Rarity. “You are one fast pony Rarity, strong too. Are you sure you don't have an earth pony somewhere in your family tree?” She prodded the mare’s forelimb that still held Twilight.

“I err.” Rarity blinked, looking down at a blushing Twilight. “I’m terribly sorry dear, I just saw Pinkie Pie coming at the last second and just… reacted I guess.”

Rather than suffer another second of embarrassment Twilight teleported herself out of her crush’s grasp and onto flat ground once more. “N-not a problem Rarity! Just scared me for a sec there. That's quite the grip you had.”

“It was, wasn't it?” Rarity asked faintly, looking down at the small but evident muscles in her forehooves.

“Sooo whatcha doing?” Pinkie asked, now on Twilight’s back and using her head as a hoof rest.

Elusive tuned out the rest of the conversation, too confused by the sudden turn of events to participate very much. The flood of emotion that flowed from both Rarity and Twilight had definitely filled a hole and she was slowly sifting through all the surprise, embarrassment and trace elements of love. Somewhere along the lines Rarity couldn't help but imagine herself as a knight saving a princess and the complicated mix of emotions were difficult to untangle.

The changeling only tuned in when Pinkie Pie suddenly gasped loudly. “What if there's more super awesome friend fun happening in Ponyville right now that I’m missing out on too!” The mare suddenly sped off, leaving a small plume of dust in her wake.

Spike turned to Rarity. “We weren't going to turn her into an orange. I swear!”

“I believe you.” The unicorn remarked dryly, glancing up at Twilight. “What was all that?”

“Just Pinkie being Pinkie. Thanks for pulling me out of the way.” Twilight remarked with a blush.

The baby dragon tapped his foot. “Are we going to still work on that spell? I got the brand new edition of batmare waiting for me back home.”

Twilight rolled her eyes. “Yes Spike, your comic will be there when were done. I just need you to keep everypony out of the way and be ready with plan twenty three in case of emergencies.”

This time it was Spike’s turn to roll his eyes. “Plan twenty three just involves me running for help, anypony can do that. Why does it have to be me?”

Rarity’s eyes shot open and Elusive quickly moved to make the most of the opportunity. “Why don't you head home Spike, I can help out Twilight with her spell.”

“Are you sure? I wouldn't want to cut into your busy day. Besides, it's not exactly thrilling entertainment…” Twilight remarked sadly.

Elusive waved their hoof dismissively. “Pish posh darling, helping out a good friend is never a waste of time. I’m also dreadfully bored and maybe you could teach me a thing or two along the way.” She threw in a wink for good measure and judging from Twilight’s blush and Rarity’s spike of panic it worked perfectly.


“I don't know…” Twilight mumbled, looking away.

“Great! Thanks Rarity.” The baby dragon shook the mare’s hoof and took off. “See you later Twilight!”

“I… Well alright then. It seems as though the position of assistant has recently opened up. Would you really be interested in helping me out, it might take awhile?”

What Elusive wanted to say was: Any position with you in it is a good one. But the changeling restrained herself, knowing these two only had a small crush on each other and such overt tactics wouldn't work out very well.

“Of course my dear, I’d love to help.” Elusive said with a smile, all while staring intently into the other mare’s eyes.

Twilight giggled nervously, the blush returning to her face. What just happened. Rarity thought, a little shocked she had been so forward.

Oh nothing, I merely thought you needed a little help talking to your crush. Elusive remarked.

I do not have a crush! Rarity yelled internally, only to be met with a disdainful tsk.

We both know that's a lie. Elusive replied.

“You alright Rarity?” Twilight asked, waving a hoof in front of Rarity’s face.

The unicorn blinked, blushing slightly. “Yes, I’m fine darling. Just thinking about something.”

“Okay… Well, if you wouldn't mind standing off to the side and making sure nopony interrupts that would be great.”

Rather than step away the alabaster unicorn took a step forward, standing close enough to the studious mare that their sides nearly touched. “I don't suppose you could teach me a thing or two about magic? I’ve always wanted to learn from you but…”

Twilight blushed. “But what?”

“Well you can be a little intimidating, darling.” Rarity admitted.

“What, me?” Twilight asked incredulously.

Rarity pawed the ground nervously. “You are so talented I feel like I would waste your time.”

Twilight leaned in close and wrapped a hoof around Rarity’s neck. “Learning is never a waste of time! Is there anything specific you wanted to learn?”

Rarity’s mind was having a hard time catching up with Elusive who had firmly taken the reigns. “I have always wanted to learn how you teleport, but that must be a terribly complicated spell…”

Twilight scoffed. “It is, but I just know you can do it Rarity.”

Rarity looked over at her friend incredulously, a little shocked by the admission. “Really? I only know three or four spells.”

“It's not the number of spells you know it's the finesse you put into it. I’ve seen the way you handle all those bundles of fabric at the same time, you clearly have the skill for it.” Twilight added with a smile, only to realize she still had her foreleg around Rarity’s shoulder and quickly released the other mare from her grip.

“Well… So long as you don't mind taking a break from your orange spell.”

“Oh it's no problem at all. This is just for fun anyhow.”

It would be very convenient if we could learn how to teleport. Elusive thought, adding thoughts of teleporting around their shop as needed or out of the way of something that was falling.

That does sound very interesting but we really should… Rarity searched her mind for some kind of excuse but with their work done and the shop being slow this time of day she couldn't seem to find one. Reluctantly she sighed. Why are you so hell bent on getting a lesson from Twilight? 

Because putting two love birds together is what we do, darling. Elusive prodded back.

You really are me. Fine, but after this we can't forget to do something nice for Sweetie Belle, apparently her favorite treat wasn't enough and we must remedy this sour mood of hers. 

Deal! 

“We’ve made up our mind.” Rarity declared.

We? Twilight wondered. “And?” Twilight asked nervously, only now realizing that she was going to be relatively alone with the fashionable mare for an extended period of time.

“I’ll do it.”

Twilight hugged her suddenly, squeezing the other mare tightly. “Yay! I’ve dreamt of this moment since I was ten!”

Rarity gently pushed the other mare away but couldn't help but hesitate, the feeling of being in Twilight’s embrace was something she enjoyed more than she cared to admit. Elusive wasn't sure if that was just because of the large dose of love and positive emotion that overflowed from the studious mare or whether or not the unicorn genuinely enjoyed the act.

“You've dreamt of teaching me since you were ten?”

Twilight blushed, rubbing the back of her neck awkwardly. “Not about teaching you specifically, but just teaching in general.”

Rarity giggled, and she couldn't help but relax while in the presence of the purple mare. She was just so adorable that Rarity didn't even care that her other half had pushed them into this, it was well worth it already just to see her smile. “Well what's the first lesson sensei?”

The mare blushed even harder. “I-don't. Wait. First thing’s first we have to-”

Elusive phased out of the conversation, merely watching as Rarity slowly allowed herself to relax and open up to the idea of receiving a lesson from the powerful sorcerer. The changeling had initially seen it as a good opportunity to put the two together in order to harvest more love and potentially get them together but the prospect of learning how to teleport was a promising one. The changeling way of teleportation was not inconspicuous and burned quite a bit of love but if Rarity knew how then they'd never have to worry about that again.

Over time Elusive could feel the trickle of puppy love begin to grow and it wasn't long before Rarity no longer needed to be tricked or convinced into flirting with her new teacher. Something the purple unicorn was obviously a novice at, which somehow only made it all the more cute when she tried. In the end their magic lesson had devolved into barely veiled flirting until the day had slowly winded down and Rarity reluctantly admitted she should go back to her shop.

Not before she walked Twilight back to the library though, something Elusive didn't even have to suggest they do. The changeling could feel the tension, neither wanted to leave the company of the other but Rarity had begun to feel bad about closing the shop for so long without warning and her guilt had begun to get the better of her.

The walk to the library was a strange one, the entire time they walked, the odd guilt Rarity felt still weighed heavily on her mind, and though it wasn't as strong as the burgeoning desire within her, judging from the heated looks the pair exchanged, that was about to change.

As they drew close to the library they inched a little closer, occasionally brushing against one another. A hot blush covered both their faces and Elusive couldn't help but figuratively pat herself on the back. It hadn't taken much to push them together and though she had to help steer the conversation a few times, her meddling had grown relatively limited. She was most impressed by the depth of Twilight’s crush as she had expected nothing more than some minor puppy love or perhaps a simple infatuation. Yet her love reserves were slowly beginning to fill with potent, directed love.

Clearly the unicorn had been holding onto this crush for a long time.

As the pair entered the library the awkward silence was finally broken and Twilight turned to her student, a bright blush on her face. “T-thank you for letting me teach you a few things. Your a fast learner.”

Rarity smiled, barely able to contain a squeal of delight at Twilight’s cuteness, the slight stammer, the big blush, it was Rarity’s kryptonite. “I had a lovely time darling, though maybe next time I can finally figure out that spell of yours.”

“N-next time?” Twilight’s eyes sparkled with unrestrained joy.

“Of course! Whenever you have the time I would love to learn more from you. I feel positively dreadful that I’ve neglected learning more.” Rarity announced while batting her eyelashes seductively.

It was only than that they realized how surprisingly close they were, their breath could be felt on the other’s neck and Elusive could taste the sudden tension. Elusive urged her partner to lean in closer but she resisted, unsure of herself. Twilight seemed to be in a similar situation, too confused and overwhelmed with the rush of feelings to do anything or say anything.

Elusive quickly lost her patience and took the reigns, wrestling them from her counterpart and urging their body to lean in close and do what they both wanted it to do. Twilight’s cheeks flushed and though Elusive could tell a part of her was rebelling against the suddenness of it all, neither pony could deny the tension they had felt nearly the entire afternoon.

The changeling was close, so very close! Rarity was no longer fighting back and though she still felt a bit of reluctance it was buried beneath the desire she felt burning in her breast.

And than, at the very last possible moment, everything was ruined when a sudden wave of negative emotion came surging from the behind them. Rarity was not equipped to deal with the strange sensation of so much negative emotion and Elusive had been so intent on harvesting every last drop of love that she couldn't stop herself from absorbing some of the negative feelings and causing a splitting headache to tear through them.

The pair wavered on their hooves, their head suddenly pounding and a foul taste filling their mouth. Twilight took a step back, confused. “Are you alright Rarity? Was it something I said?”

Rarity shook her head, trying to clear the suddenly pounding headache. “No it's nothing darling, just a bit of a migraine. Give me a moment.” The mare massaged one of her temples with a hoof, while Elusive ran damage control, stopping anymore incoming emotion and trying her best to isolate the foul tasting bit she had accidently consumed.

Twilight leaned to the side, her eyes widening at the sight of something behind the hybrid. Elusive could taste the lingering disappointment that emanated from the mare as it was slowly replaced by shock and confusion. Which in turn sparked Rarity’s curiosity and she turned around to see nearly the entire town stampeding toward them.

Elusive immediately got on the defensive, putting Twilight between them and the herd, hoping that the unicorn would at least slow them down. Rarity was having none of that, having seen this type of thing before, she knew that they weren't stampeding towards her but rather Twilight. The one pony in town they trusted to explain all manner of strange magical goings on.

Evidently some magical issue had popped up, right when she least desired it, of course. Elusive trusted Rarity but still held in her mind the necessary spell matrices to fire circle their way out of there in case things went south. It wouldn't be a clean getaway and would no doubt raise the alarm but if it ensured they survived this potential mob, it would be well worth it..

Sure enough the herd of ponies came to a screeching halt a few yards from the pair and nearly all eyes were on Celestia’s pupil. The crowd was angry, though little of that was actually directed at Rarity or Twilight, and Elusive could taste the palpable sense of frustration that emanated from them.

“She’s a menace I say!” One voice yelled.

“She must be stopped!” Another voice yelled, which was met by a chorus of cheers and less than kind remarks.

“Who? What in Equestria is going on?” Twilight asked.


“Those damnable Pinkie Pies, that's who! Haven’t you seen them bouncy around town, wrecking up the place?” The first voice yelled back, causing a cacophony of noise to erupt from the crowd, which in turn caused Elusive to wince as the wave of negative emotions slammed against their body.

“Calm down everypony!” Twilight yelled back, somehow managing to yell over the roar of the crowd.

“Calm down?” Mrs Cake balked. “I just had a Pinkie hurricane rage through my shop!”

“And they trashed our critter picnic.” Fluttershy added with surprising virtrol.

The sight of an angry Fluttershy seemed to whip the crowd into a frenzy and ponies yelled indiscriminately, their voices merging into an angry cascade of sound. Elusive had managed to block out most of the negative emotion but the pounding headache from the bit she had accidently ingested was not going anywhere. Rarity winced, her hooves growing shaky and weak.

“Please everypony! Hang on while I try to figure something out!” Twilight spun around, lifting Rarity with her magic. “Come on Rarity. Let's get you something for your headache.”

“Wha?” Rarity mumbled, suddenly feeling the plush pillows of the library couch under her. “Twilight?”

Twilight was already gone however, running upstairs and mumbling something about aspirin. Leaving Rarity behind as she ran up the stairs, her mind whirling with questions. What was this about multiple Pinkie’s? Where had they come from? Why was Rarity so heavy? Not only that but when she had lifted the mare in her magic she had also felt an odd weight near the mare’s midsection.

She didn't have time for such small, nagging questions though, she had to figure out where these Pinkies were coming from and get Rarity something for her headache. She trotted into the bathroom and threw open the mirror and grabbed the bottle of of pills before turning around and nearly bowling Spike over in the process.

“Jeese Twilight, slow down. What's the rush?” He asked, narrowly avoiding the rushing mare.

“No time to explain, Rarity got a headache, mob of ponies outside, swarm of Pinkies destroying the town.” She yelled, while running down the stairs only to find the library empty. “Huh, where'd she go?”

“Where’d who go?” Spike asked, poking his head out and looking down at the empty library.

“Rarity, she was right here.”





Why, exactly do we need to go home right now? Twilight was getting us something for this headache. Rarity thought, while morosely trudging through the streets in the direction of home.

Elusive grunted. The mirror pool is not something to be trifled with. We need to get somewhere safe in order to hold out and wait for the clones to wear themselves out. 

How do we know that? You know what, nevermind, knowing Twilight she probably explained that at some point and I just forgot. Rarity thought dismissively, much to Elusive’s amusement.

Their hooves pounded pavement and the pair made their way home, slipping past the various ponies either running around in a panic or running away from the odd Pinkie bouncing behind them. Elusive could taste their panic, desperation, confusion and even the odd bit of hate and rage. Now wary against the negative emotions she didn't have to worry about accidentally consuming any but the mere presence of so much put a bad taste in their mouth.

Worse yet were the various Pinkies that bounced through the town, their emotions were distant, unclear, like the emotions of animals or insects. Though they emanated nearly overwhelming joy, Elusive doubted she could gain much energy from all of them tied together, and even if she could she knew such strange emotion would taste utterly reprehensible.

Nevermind the logistics of tying up a giant group of Pinkies, Elusive shuddered, pushing the thought from her mind. No matter how nice the thought of having a near infinite amount of emotion was, it was definitely not worth the pain necessary to make such a thing viable.

Rarity barreled around the corner, her increased weight making stopping difficult and ultimately leaving her unable to move out of the way of a panicked Lyra who had careened into view. The two ponies tried desperately to move out of each other’s way but their momentum was too much. Elusive however had Years of training and a lifetime spent serving her queen and with a mental shove she asserted herself over their shared body and sprung into the air, clearing the frightened unicorn entirely.

What the- Rarity thought, only realizing moments later that she had no control of her body and found herself rocketing the last block home without consciously moving her body at all.

Panic welled in their breast only for feeling to return and a panicked Rarity to nearly collapse as full control of her body to come back the instant she stepped hoof inside her home. “Oof. What in the world was that?”

Elusive didn't have time to come up with a lie, the negative emotion inside her was threatening to corrupt the relatively vast stores of love she had already gained from Twilight and she was not going to sacrifice the best love she'd gathered in days.

Sorry. Elusive thought reluctantly.

“What are you…” Rarity muttered, her body growing weaker by the second before she suddenly collapsed.

Elusive grunted, just barely managing to catch their body before it slammed into the ground. Somehow the changeling managed to pull their body up and into the bathroom. It wasn't quite as hard as it had been the first time she had tried to pilot their body by herself, the experience aiding her attempts and making this less of a desperate crawl and more of a slow trot.

Stumbling into their ensuite, Elusive maneuvered their shared body over to the nearly empty tub and vomited the entirety of her love stores into the porcelain. The changeling gagged, making a note to change their throat structure a little more for next time, the pony body wasn't meant to contain two stomachs and her haphazard job would not last for the long term. Finally after several minutes of retching she managed to expunge all the love from her stomach, leaving behind only the swirling miasma of negative emotion she had accidently ingested.

The feeling of the rancid emotion resting in her stomach was an unpleasant one and she could feel her stomach turn as it tried to expunge itself of the foul substance. The changeling grunted, pulling their body over to the toilet and barely managing to bring her lips to the edge before her stomach finally won and filled the porcelain with a disgusting mix of black, green and orange emotional gel. The thick, viscous liquid filled the toilet bowl and threatened to spill over the sides.

Thankfully there was nothing left and though Elusive’s mind was awash with agony at the feeling of emptiness, a quick, wobbly trip back to the tub cured that. Moving quickly, she levitated a blob of thicker, nearly gelatin level liquid into her mouth. As the emotion slid down her throat and into the right stomach Elusive finally allowed herself to relax and fall to the floor, breathing heavily.

She had done it, their body was purged of the negative emotion and with the mouthful of love she had managed to ingest, she wouldn't starve. Next she set about reworking Rarity’s memories, altering them so she remembered walking up stairs and falling into her bed. It wouldn't be difficult to convince the mare that they had merely passed out for a moment after laying down, their headache now having dissipated to a dull throb at the edge of their mind.

Slowly, as if emerging from a long night’s sleep Rarity awoke. She winced at the return of her headache and rubbed her head while looking around. “What, where am I?”

She blinked a few more times before the memory of the last few minutes played back in her mind. The mare groaned and ran a hoof down her face. “All those shouting ponies must have given me a migraine or something…” She muttered before getting off the bed and landing on her shaky hooves.

Elusive knew such curiosity would not end well, but she was far too exhausted to really muster any real rebuttal and she quickly found herself getting dragged towards the window. Rarity threw open window and peered outside, glancing towards the center of town where she could hear the distinct sound of Applejack’s voice along with the thunderous sound of hundreds of hooves.

“That sounds like Applejack and…” Her brow furrowed and she frowned. “A lot of ponies.”

She turned towards the stairs and trotted down, yawning all the while. Once on the first floor she stopped near the window, noticing the distant plume of dust was coming closer and heading straight for town hall. Their enhanced ears easily picked up the distant sound of hundreds of voices but she couldn't make out any individual words.

As the sound of hooves came closer, Rarity couldn't help but grow worried for her pink friend. Surely she wouldn't get caught up in whatever plan Twilight no doubt had made, right? All those thoughts were thrown out the window the moment she saw the enormous herd of Pinkie Pies pass by.

The pair’s mouth hung open. That is a lot of Pinkie Pies. They both thought.

A veritable hoard of the pink earth pony was being herded deeper into the center of town and from somewhere within the stampede Elusive could sense despair the likes of which she had not felt in years. It didn't seem to be coming from the apple family as they were little more than annoyed and confused as they corralled the many bouncing earth ponies.

Unfortunately for Elusive, Rarity was more perceptive than the changeling gave her credit and the mare was already running towards the swarm before the changeling even realized she had gleamed her impression. The changeling rebelled but found her will overridden by Rarity’s intense desire to protect her pink friend and save her from whatever fate had caused her such misery.

Going into such a dangerous situation was an obvious unnecessary risk and Elusive worried about the egg resting inside their body but she knew Rarity would not be so easily convinced this time around. The hormones that should make her protective of the coming queen had fueled an already intense desire to protect her friends and all Elusive could do was extend her senses and try to keep the mare safe as she made her way through the now empty, desolate streets.

All around her were the usual signs of a recent mass panic, destroyed wagons, overturned barrels and crushed possies. Rarity cared for none of that, all she cared about was that Pinkie Pie was in danger and she needed to protect her friend, she didn't know how she had come to this information but that didn't matter either.

Flying around a corner the pair turned towards the fleeting plume of dust near the center of town and noted the usual signs of damage, save for this time a destroyed flower stand was also among the casualties. Rarity quickly picked up speed and sprinted straight towards town hall. Elusive worked diligently in order to keep her host safe, extending her senses to their limit and feeding any information directly into Rarity’s mind.

Just as the neared the hall Rarity saw a sudden burst of magic and saw a flash of lavender light up the windows.

“Oh no.” Rarity muttered, already imaging the worst.

With a burst of strength she didn't think she had, the mare burst through through the door just in time to see Twilight level her horn at one of the three remaining Pinkie Pies and the only one whose hair was straight and loose.

“WAIT!” She screamed, making the unicorn pause.

The gathered ponies all turned, save for the straight haired Pinkie who merely sulked, looking straight down at the ground. The alabaster mare shook her head slowly and made her way over to the straight haired Pinkie. That strange feeling of knowing just how her friend felt, returned, bringing a tear to the mare’s eye and an urgency to her step.

She ran to to the downtrodden pony and swept her up in a deep hug. She would question these strange feelings thundering through her mind later, all she knew right now was that Pinkie was feeling an unbelievable level of sadness and the Rarity couldn't help but feel a sliver of that same sadness.

“Come on sugar cube, break it up so Twilight can send this one back to the mirror pool.” Applejack said, laying a hoof on the unicorn’s shoulder.

Rarity recoiled from the touch and had to resist the urge to slap the farm pony. “What in Equestria are you talking about? This is the real Pinkie.”

“She is?”

“I am?”

Rarity gaped, looking around at her friends as if they had grown a second head. “Of course she is! Look at her!”

Applejack shrugged. “So this ones a little down in the dumps that doesn't mean nothin.”

“Wait, I think Rarity’s onto something.” Twilight remarked.

“Of course I’m right, look at her for Celestia’s sake. Did any of the fake pinkies get sad? Or do anything other than bounce around saying fun?”

“Errr…” Applejack looked around at the other Pinkies that were still staring intently at the drying paint except a pair of Pinkies who sat near the back who were busy making silly faces at each other.

The unicorn grabbed Pinkie by the cheeks. “Are you alright? You are not hurt or drained of your magic or something?

Pinkie shook her head, drawing a sigh of relief from Rarity.

“Wait, how can we be sure that’s our Pinkie?” Applejack remarked, gesturing to the downtrodden mare.

Rarity sighed and turned to the librarian and looked her dead in the eye. “Do you trust me, Twilight?” She nodded. “This is our Pinkie.”

Twilight turned to Applejack, who merely shrugged then down at the Pinkie Pie clinging to Rarity. More so than even Rarity’s conviction it was the pink mare’s eyes that convinced her, the other Pinkie’s were so empty, without the joy and heart that always welled within their Pinkie. Twilight smiled before turning to the other Pinkies.

Than without warning she cast the same spell she had used to get rid of the other copies only this time targeting every Pinkie other than the one sitting next to her. As the wave of purple magic cascaded over the room the rest of the Pinkie’s disintegrated, their essence flowing back to the mirror pond from whence they came.

Leaving one much happier Pinkie Pie tearfully squeezing Rarity’s side. “H-how did you know I’m the real me? What if I’m a fake?”

“Darling, please. I know for the same reason Twilight does. Even during your darkest days your eyes always sparkle, ready to unleash your special brand of joy out into Equestria.” Rarity replied with a smile.

Pinkie Pie sniffed. “You-you mean that?”

“Every last word.”

“Thank you!” The mare’s hair spang back into it's usual shape and she pulled the fashionista into a hug so tight Elusive thanked her lucky stars that she had reinforced their bones. Thankfully the hug was brief and miraculously left the hybrid mare unharmed, much to Elusive’s shock.

Quite the opposite really, in the several second long embrace Elusive had felt a massive wave of love and joy cascade over her and she had spent every second frantically trying to consume it before it dissipated. Rarity was overwhelmed by the strange sensations that trickled through their tentative connection, she felt full, happy, energetic and several more feelings she didn't have the mental capacity to deal with right now.

While the alabaster unicorn sat there, blinking and confused, Pinkie Pie bounced around the room, shouting her joy for all the world to hear.

“I’m real! I’m me!” She landed in front of Twilight and hugged her so tightly her eyes nearly bulged out of her head “Thank you thank you thank you!”

Twilight pushed the mare back far enough for her to breathe. “Don't thank me, I was about to make a terrible, horrible mistake. Can you ever forgive me?”

“Of course I forgive you, silly filly!” Applejack coughed, and the pink mare reached out and grabbed her as well, pulling her into a hug along with Twilight. “And I forgive you as well you silly pony.”

Slowly, Twilight and Applejack let their guilt go, washed away by the laughter of their friend. Even the least empathetic pony in existence would have trouble not feeling farm and fuzzy at the heartfelt scene playing out before them. So much love was pouring out of the three ponies that Elusive could actually feel the potent emotion fill her to the brim, stuffing her already enhanced emotional storage completely and then some.

The changeling felt her emotional stomach stretch to the very breaking point under the endless tides of emotion. Rarity coughed suddenly, feeling a strange tickling at the back of her throat. Pulling her hoof back from her mouth she blinked. What in the world? She thought numbly, looking down at the rainbow colored gel that was splattered across her hoof.

Elusive forcibly pushed that thought aside, and made the mare refocus on her friends. Normally she wouldn't have tried such a bold tactic but with so much emotion roiling within her she had the energy to spare. Rarity shook her head and looked over at her friends, suddenly realizing she had been staring off into space and hadn't been paying attention to what was going on.

“Ah don't care that it's a scientific discovery, we should destroy that dang pool before somepony else finds it.” Applejack remarked, both literally and figuratively putting her hoof down.

“But think about the possibilities if we found out how it worked! We could make a new one, perfect it so the duplicates arent incomplete.” Twilight pleaded.

Pinkie shook her head. “It's not worth it Twilight, what if somepony mean got ahold of it like Discord or Chrysalis!”

Elusive mentally grumbled, resisting the urge to point out that her former queen wasn't stupid enough to mess around with such a dangerous phenomenon.

Twilight wilted a little. “I guess your right. Still, it woulda been pretty neat. I could read an entire library in an afternoon.”

“Or buck the whole orchard in a day.” Applejack added, dreamily.

“Or throw a party for everypony in Equestria!”

Rarity shook her head. “Are you three done daydreaming? I don't like knowing that mirror pool thing is still out there.”

“Your right, we should deal with it sooner rather than later. Are you girls ready?”

Applejack nodded. “As ready as I’ll ever be.”

Pinkie Pie struck a dramatic pose. “Me too!”

Rarity clapped her hooves together. “Good, let's go, shall we?”

The group would have set out immediately but Rarity excused herself to the little fillies room. After their emotional stores were empty and Rarity’s memories were altered once more they set out once again, intent on destroying the mirror pool. All the while Elusive sat back, deep in contemplation.

After her emotional stores had been filled to the brim she had still felt tons of the powerful emotion buffeting her, making her instincts cry out, demanding she consume it all. In the end she could do nothing but watch as the love drifted away, her body too full to consume and with everypony around, she couldn't dump the energy into modifying their body like she had last time.

In the end she calculated that she had gathered two whole months worth of love in a single hour, which was even taking into account the egg’s massive consumption. With such a storage she could easily begin the more auspicious changes she had in mind for her host and with enough still left over to go without gathering for a week or two. Truly these ponies were bizarre creatures, able to produce love and hate at such a scale that just a town of them could support an entire hive and have enough left over for a sizeable stockpile.

The implications were not lost on the changeling and she couldn't help but better understand why her former queen had been so insistent on this course of action. If she could find a way to work with the ponies, or take them over, the changelings would have the perfect hosts and nigh unlimited power.

Elusive smiled at the thought, now all she had to do was seduce Twilight, and figure out why Rarity was so off put by the entire idea. As they dealt with the mirror pool and walked home Elusive delved deep into Rarity’s memories, immersing herself completely in her host’s mind. After what felt like hours of searching she finally found the answer to Rarity’s shame and guilt, deep within the mare’s repressed memories was the key to everything and after seeing the memories herself, Elusive couldn't help but chuckle. It all made sense and it all started with a certain farmer and a game that went a little too far.





“Sweetie, your breakfast is going to get cold!” Rarity yelled up the stairs.

“Coming Rarity!”

Downstairs, Rarity shook her head. “What in Equestria is she up to at such an hour?” The mare shrugged and turned back to rather extravagant omelete she had been cooking for herself.

She had tossed in far more vegetables than usual and had even indulged with some gourmet cheese she had bought earlier. Normally she wouldn't indulge so much, especially after her snack eating spree from the day before but today just felt special and having a nice, filling breakfast seemed like the perfect start to an already wonderful day.

The mare hummed to herself, watching intently as the egg cooked to perfection. Her tune was aimless, just something she had heard in passing but for whatever reason it had gotten stuck in her head and before she knew it she could feel her body moving to the beat. Elusive meanwhile was distant, her mind barely focused on the task at hand. Sure she gave enough of her mental faculties over to allow the meal to be cooked to perfection, she couldn't trust Rarity’s cooking skills after all but she couldn't help but wonder about all the options the extra love had given her.

She had already used a vast store of love in order to alter their body to a much greater extent than a few minor, physical enhancements. Sure they would come in handy especially as their egg grew and become heavier but the changeling had a much more grand design in mind for their shared body. Unfortunately she had been forced to throw out her first set of changes she had in mind, as though she would be able to reacquire her title of praetorian, she knew that would not be a good decision.

Her partner was meek, and would not take well to the rigours of combat without vast alterations to personality and physicality. She was however quite adept at subterfuge and the subtle art of manipulation and Elusive’s plans had changed a lot over the past several days.

First she had altered their eyes, ear and nose, making their senses far more acute than they already were. Though not quite up to the standards of a fully optimized changeling infiltrator they were far more powerful than a mere pony. Those changes, though necessary, were not her main objective however.

Her true goal was the introduction of a set of organs usually only found in gatherers. Namely a small set of secondary lungs that had been grown beneath the mare’s natural ones and though they could be used to increase their lung capacity three fold, that was not their true purpose. In reality they were pheromone factories, able to produce great quantities of the stuff at a moment’s notice. Ranging from a rage inducing pheromone, to a heat inducing one and several other varieties if she so chose.

She hadn't had the chance to put much thought into their use however and had focused her design on the production and release of pheromones that would make ponies trust her and if the opportunity arose to lust after her. She doubted she would need the chemical encouragement though as Rarity was much desired and despite Elusive’s tampering her form had not changed substantially.

Just as she was pondering her next set of changes and the potential applications of her new organs, Sweetie Belle finally decided to join them for breakfast.

“What kind of dance is that?”

Rarity spun around, a blush already across her face. “N-nothing, just had a silly song stuck in my head is all.”

The filly shrugged and made her way over to her chair and sitting. Once she had her utensils and syrup ready she turned to Rarity only to blink in shock, a veritable mountain of pancakes floated over to her, held aloft by her sister’s magic.

“What's with all the pancakes?” She mumbled.

“You have not been eating enough Sweetie, your a growing filly after all so I expect you to finish this all up, understood?” With a wet slap the mountain of pancakes landed on Sweetie’s plate and for a second she was convinced the table had wobbled under it’s weight.

“Uh, okay?”

Rarity merely smiled and turned back to her omelette, taking it off the heat and scooping it into her plate with one deft movement. With her food secured she plunked down across from her sister and was about to dive in only to stop and lightly sprinkling enormous omelette with salt, pepper and a sprinkle of dry chili flakes.

“Wow Rarity. I thought you hated spicy food.”

Rarity laughed. “I never hated spicy food I just never had a taste for it, until recently that is.” She bit into the omelette and swallowed after hardly even chewing. “Needs a little more…”

The mare turned to her fridge and levitated over a newly purchased bottle of hot sauce and applied a liberal application of the spicy sauce before placing it back in the fridge. Sweetie raised an eyebrow at that sight of her sister actually using hot sauce but was too busy to comment on it, she had an entire mountain of pancakes in desperate need of some syrup after all.

The two sisters ate silently, not awkwardly but merely the silence of two ponies who knew each other very well and simply didn't have anything to say. Or at least that's what Rarity hoped the silence meant. In the quiet of her own mind Sweetie was chalking up the most recent change to her sister and adding it to the growing list of strange things that revolved around the unicorn.

Elusive should have been more than capable of detecting the filly’s turmoil but she was in a spice induced heaven of her own making. Her and Rarity both completely focused on the delecy before them. The mare herself hardly cared for spicy food but Elusive had never been able to taste those flavors before today and she was more than making up for lost time. She even wondered if she could convince her host to buy more several more bottles of the spicy goodness.

They were only knocked out of their mutual food hypnotism by Sweetie clearing her throat. “Are you done already? You hardly touched your pancakes.”

Sweetie shook her head. “I'm not that hungry. Besides, there was something I wanted to ask you.”

“Oh? Go on.” Without thinking Rarity stuffed her face with another heaping helping of eggy goodness while she waited for Sweetie to gather her nerves

“I well, was wondering if you had maybe gained weight?” She asked nervously.

Rarity swallowed audibly and glanced down at her midsection, sure it was a little bigger than before but then again she had never really been able to shake that winter weight. “Maybe a little, I’ll have to make sure to start my morning jog again.”

The mare slid Sweetie’s plate next to her own before polishing off the last of her omelette. Sweetie sat nervously, pushing her hooves together and looking down at the table, avoiding her sister’s gaze.

Rarity raised her eyebrow and glanced down at the despondent filly. “Was there something else you needed darling?”

“I, err well… I was wondering if you….” She gulped. Now or never Sweetie, we got this! She thought to herself. “I was wondering if you had met-”

Whatever the filly was about to say was interrupted by a sudden burst of green fire over the center of their kitchen table. The fire quickly blew away, replaced by a small scroll bound by a cloth strip and wax seal.

“What in the world?” Rarity muttered, grabbing the scroll before it could fall into her pancakes.

The scroll itself was slim and bore the distinct seal of Twilight Sparkle’s cutie mark. “I didn't know she could send letters to anyone.” Sweetie remarked curiously.

“Me neither. I do hope it's not another adventure, I don't think I could handle another so soon.”

If Elusive had her own lips she would have been grinning like a mad mare. The clueless Rarity may not know what such a letter might mean but to the changeling, well, she hardly even needed to read it to know what it said.

Rarity unfurled the letter and pulled out her reading glasses and placed them at the end of her nose only to stop and squint. For whatever reason the words were blurry when she looked through her reading glasses. Confused, but not wanting to think about it right now, she put her glasses aside and began to read.

Dear Rarity.

First of all I would like to thank you for the great day we had yesterday, even if it did end rather poorly.  I really enjoyed the time we spent together and I was hoping, if you want that is, if you wouldn't mind joining me at the library sometime today? No rush or anything I was just hoping to talk and stuff.

Anyway, thanks again! 

Yours,
Twilight Sparkle.

Rarity blinked, while Elusive was forced to hold back from cackling like a mad mare. “What does it say?” Sweetie asked, trying to peek over the top of the letter.”

“Nothing! I mean, it's nothing, she just wanted to meet up later today in order to talk.” Sweetie cocked her head slightly, her eyes narrowing dangerously and making Rarity sweat. “What were you about to say before all this?”

“Nothing. I was just gonna ask if it was okay to hang out with my friends after school today.”

“Oh, yes of course. Just be home for supper and if I’m not around then I’ll leave some money for pizza.”

“Okay, thanks sis!”

The filly grabbed her bag and made for the door, drawing a bit of pride from Rarity who smiled at the sight of her sister actually going to school without having to get dragged out the door. With the slam of the front door she turned back to her meal and licked her lips. “A lady does not waste.” She reasoned, before setting her sights on the fourteen or so leftover pancakes.





After breakfast, time passed quickly and Rarity found her day flying by as she worked on a few dresses, helped a few customers and generally went about her day like normal. Her heart told her to check up on Twilight as soon as possible but the tone of her letter indicated it wasn't pressing. Which left her plenty of time to do her job without having to worry about rushing off to talk to Twilight.

Elusive meanwhile was hard at work as well, doing her best to flood her hosts body with a potent cocktail of aphrodisiacs, arousing her constantly. While also assaulting her mind with images of Twilight in revealing positions or doing naughty things to her. By noon the mare had to close up shop in order to change into something that would hide her the liquid arousal that dripped constantly from her nether region.

The outfit wasn't fashionable at all, cotton panties under a thick teal dress may have worked well with her colors but without a reason to dress up she could feel her customer’s gaze wandering up and down her dress, their thoughts easy to read from merely the expression on their face.

Why is she wearing such a heavy dress on such a nice day? 

Teal is nice but a full length dress at this time of year?

Or at least that's what Rarity thought they were thinking. It was bad enough that her mind seemed stuck on that stupid sexy librarian of hers but it had gotten so bad that she had to change her panties a mere hour and a half after donning them and a sudden influx in customers meant that she couldn't just close up shop and have some emergency ‘me’ time.

The soaked cloth was heavy with her juices and it slapped audibly against the ground after she managed to wiggle out of them. She cringed from the sound, realizing she would have to clean that up herself. Regardless, she soldiered on, doing her best to ignore the flood of arousal that had filled her to the point of bursting. All while she dealt with customers, worked on orders and tried her best to resist the urge to close up shop and masterbate until she couldn't feel her legs.

By the time five o clock rolled around she slammed closed the door, flipped over the closed sign and sprinted up the stairs, making a beeline for the bathroom she shared with Sweetie. She wasn't sure why but she didn't want to use her personal one and within minutes she was laying on her back, cool water covering nearly inch of her body and relief finally within sight.

She twisted around in the cool water, her hope at finding relief from a cold soak in the tub dashed. With a frustrated sigh the mare slammed a hoof against the lip of the tub and groaned in frustration.

“Augh, why can't I stop thinking of her!”

Maybe because we are attracted to her? She certainly is charming, in a cute kind of way. Elusive thought, summoning up a memory from the day before in which they had awkwardly touched hooves midway through their little magic lesson.

Rarity could feel her cheeks begin to light up and she splashed herself with some water. I do not find her attractive! I am waiting for my prince charming! As lovely as Twilight as she is a friend, just a friend.

Why? We are the same pony after all and I know we like her as more than a friend, why else couldn't we stop thinking of her the entire day? I know you could feel the tension that hung over us and what we almost did.

Rarity slipped back, letting nearly her entire body slip beneath the water save for the tip of her nose. I don't know why I can't stop thinking of her, i've never really thought of her like that before yesterday. She lifted up the hoof the lavender mare had touched and stared at a moment before letting it slip beneath the water once more.

I know just how much we always wanted to be swept off our hooves by a charming prince but Twilight is a noble and a student of Celestia herself, arguably elevating her even higher than a mere noble. Elusive pointed out.

Rarity scoffed. It's not just about her title! Although I will admit that is a good point. I’ve never really thought of any mare like… that before. 

Oh? Elusive asked, while summoning up an image of Applejack and her as foals, and a particular incident when they were younger in which Rarity’s mother had found out about the special games they played.

Rarity’s face lit up and she let her head sink below the water, hoping in vain that the water would wash away the heat that burned at her cheeks. She had spent years trying to push that memory out of her mind and having it dredged up out of the blue like this was infuriating. Unfortunately the memory continued to play, pushed onwards by an insistent Elusive who brushed past Rarity’s annoyance and forced the memory to finish.

She remembered her mother grounding her for a month, she remembered being angry and confused, wondering what part of their game was so bad. Applejack would save her from some monster they made up and in return she would give her prince charming a kiss on the cheek, where was the harm in that? The kiss was small, little more than a peck but it was the high point of the game for both fillies and they always looked forward to making another monster, knowing what inevitably came after it was defeated.

Elusive sat back and watched as the memory played out. It had taken a lot of searching for the diligent changeling to pull the entire embarrassing memory from the depths of Rarity’s mind. Clearly the mare had been trying to forget that entire part of her life in hopes of never having to relive the embarrassment.

In hindsight it made sense to Elusive, the entire day Rarity had the burned with an intense shame and had done everything in her power to try and dismiss the heat and the images that assaulted her but she could do little to stem the tide in the end. Elusive watched as she felt her host go through a variety of emotions as she was forced to relive the memory.

Shame morphed into fear, into panic, and finally into acceptance.

It would take more effort to undo all the damage that over a decade of shame and regret had wreaked on her psyche but it was a good first step and for the first time today Elusive could truly relax. Shutting off her emotional eating all day had been stressful but the shameful mix of negative emotions tasted foul and she refused to consume the disgusting emotions.

This was all for the good of the egg and their future queen but Elusive couldn't help but mentally pat herself on the back, she had done what was good for the hive and in the end she had ultimately helped her host deal with past shame and trauma.

As she thought of her most recent success she couldn't help but realize how attached she had grown to the mare, both literally and figuratively. Sure she had scanned the mare’s memories in search of more intel, at least at first. Once she had time to think about her hosts’ strange sense of shame her purpose had been renewed and she had powered on, diving deeper than she had at first, intent on finding why she felt the way she did even if she knew she could push them into relationship anyway.

Her musing was brought short when Rarity pulled herself from the bathtub, her mind surprisingly calm and clear and Elusive suddenly realized that for the first time in a while she didn't taste a single ounce of shame. All she felt was a renewed sense of purpose and a desire to seek out the lavender mare. With that desire firmly planted in Rarity’s mind Elusive continued to sit back and wait, watching her host dry off, make her way to their room and put away their dress in favor of a little makeup. Elusive took the reigns briefly and emptied her emotional stores, not because she was full but rather that she knew she would be.

Rarity shook her head while reaching for the door to her room. “Deja vu.”

Elusive would have snickered if she could, it was getting so easy to alter her memories that all she had to do was let the mare reach for the door knob, kick her into the backseat, do her business than bring them back to that exact spot. The unicorn didn't even question the strangeness of it all, merely chalking it up to deja vu every single time it happened. In the absence of explanation, Elusive hardly even had to come up with a convincing lie, as Rarity did that all on her own.

The mare made her way downstairs and stopped at the door, wondering if she should linger around the house for a little longer and maybe wait for Sweetie Belle to return. It took only the smallest of mental nudges and a simple reminder that Twilight was waiting, for Rarity to decide to leave and trust that her little sister knew how to order pizza. She wouldn't be returning home that late, right?

Elusive didn't really care either way, Sweetie's love production was low and maybe, just maybe, a little freedom and some pizza might remedy that and really show the filly that they trusted her.

The sights and sounds of the town passed by in a heartbeat, their hooves not hurried but still quick, a brisk trot bringing them to the door of the library in mere minutes. The second her hoof reached the door handle Elusive flooded their body hormones, while bombarding Rarity with a steady stream of images of Twilight in provocative poses.

The mare stopped, her face instantly flushing with a bright blush. She gulped, and pushed her way inside, Elusive’s mental assault stopping shortly thereafter, her goal met. She had reminded her host of their desire, their goal and with their source of love so close, all Elusive had to do was sit back and let nature take it's course.

Inside the library was quiet, peaceful, with only the sound of a snoring dragon to break the silence. Rarity looked around, knowing from the sound alone that Spike had probably fallen asleep reading one of his comic books. Looking over the side of the couch she found the titular dragon sprawled on his back, an open comic book covering his face.

The mare chuckled, though she needed to find Twilight, she knew better than to wake a sleeping dragon.

Looking around, Rarity couldn't find hide nor hair of the librarian. The books were tidy and organized, an empty return box indicating that she done her job and yet she was nowhere to be seen. Rarity walked deeper into the library, glancing into the kitchen only to find it empty as well.

(NSFW BEGINS HERE)

“Huh.” she muttered. Usually the studious mare was more quick to greet any potential library goers.

Maybe she's down in her lab. Rarity thought, her hooves already carrying her towards the door leading to the basement that had long since been repurposed as Twilight’s laboratory.

Elusive was usually able to detect emotions at this range but something about this tree made her usual method of detection muddied and difficult. It was as if the tree had emotions of it’s own and they were mixing with whatever the changeling was sensing, making it difficult to ascertain emotions even at a relatively close range.

The unicorn knocked twice on the heavy door. “Twilight? Are you down there?” She yelled as loud as she dared.

She leaned closer, pressing her ear against the wood only to hear nothing. Shrugging her shoulders she turned, only to hear the faint sound of sobbing coming from upstairs. Their enhanced limbs turned and sprinted towards the stairs, leaping up nearly half of them in a single bound. Turning the corner Rarity could hear the sobbing coming from further down the hall, from the direction of Twilight’s room.

“Twilight? Are you alright?” Rarity yelled, forgetting about the sleeping dragon entirely.

The sobbing stopped suddenly and the pair could hear the rustling of papers from down the hall. When no answer came, the pair knocked on the door. “It’s me, Rarity. What is going on darling?”

“N-Nothing!” Came the hasty response. “Just um… reading! Give me a minute!”

Rarity frowned, clearly her friend was covering for something but she would be remiss to break her privacy based solely on a hunch. She stood reluctantly next to the door, her nervousness growing by the second until she was stepping nervously from hoof to hoof, her mind turning with all the possible things that could be wrong with her friend..

Finally, after what seemed like eternity, Twilight whispered back. “Come in.”

Rarity all but kicked down the door, barging her way inside and sprinting over to Twilight who sat at the edge of her bed. The lavender unicorn blinked, shocked by the speed her friend had only to find her cheeks squished and said friend staring intently into her blood shot eyes.

“What happened? Are you sick? Was it the dream about the book eating monster again?” She asked, while moving up and down, left and right and inspecting her friend for any sort of damage.

“N-no. I was just… reading something sad.”

Rarity frowned, her eyes narrowing and her glare burning into Twilight’s very soul. “If something is bothering you Twilight you can talk to me. You know that right?” Twilight gulped and nodded. “Good, so if something was bothering you would tell me what that is right?” Twilight nodded again.

The mare took a step back, pulling her hooves back from Twilight’s squishy cheeks and allowing the mare to awkwardly scratch her neck. “Well, it was about why I asked you over here and I guess I was just being a little paranoid. It's nothing, really. Just silly old Twilight, being silly.”

“Please, Twilight. Take a deep breath and  tell me what's wrong in as few words as you can. Okay?”

The mare nodded once again before taking a deep breath. “I like you and I was scared because you didn't come earlier.”

The alabaster unicorn plopped down next to Twilight, throwing a hoof over her shoulder and pulling her closer. The other mare resisted for a moment before letting herself get pulled into Rarity’s embrace. “Oh darling, I like you too-”

“I like, like-” Rarity’s hoof stopped Twilight’s train of thought before it could careen off the tracks.

“I know darling, I like like you too but I was just working Twilight.”

Twilight’s heart skipped a beat and her head shot up. “You mean…”

Rarity looked away, a little nervous under the raw enthusiasm in Twilight’s eyes. “I mean, if you wanted to ask me out on a date I might just say yes.”

Elusive would have rolled her eyes if she could, clearly this was going well but she wanted better results, faster. She ignored the two mares as they continued to talk, going back and forth about times they could make their date work, Rarity doing her best to calm Twilight’s enthusiasm while the librarian was trying to plan every facet of their date right down to the second they showed up at the restaurant.

As they talked they had pushed apart slightly, with the two ponies eventually laying on the bed with a small list of restaurants between them. Twilight already had them sorted into four distinct categories which Elusive didn't particularly care to memorize.

By the time they had settled on a plan of action for their date, Elusive was ready to unleash her plan. Before she released the flood of pheromones Rarity could already feel them coursing through her veins and driving her into a sudden heat.

“Oh my, is it warm in here or is it just me?” Rarity asked whilst fanning herself with a hoof.

Twilight cocked her head and glanced over to the window. “I could open a window if your warm but it-.”

Twilight stopped mid sentence, noticing a strange scent that made her nose tingle. Without thinking she breathed deep of the potent scent, trying to discern what it was. Within moments she could feel a heat begin to surge through her core, igniting a fire within her that made her back legs cross and a hot blush to spread across her face.

“Are you wearing a new perfume?” Twilight asked curiously.

Rarity’s blush had long since grown to nearly eclipse her entire face and it was only due to her experience of burning with need for nearly the entire day that she hadn't already soaked Twilight’s sheets. “No darling but I must say it smells…” She closed her eyes and took a deep lungful of the potent scent. “Delightful.”

With each breath Rarity took, with every word she said she pumped the air full of Elusive’s chemical cocktail and already the chemical cocktail had grown strong enough that even the changeling couldn't help but feel aroused. She couldn't help but imagine the plump, somewhat chubby librarian with her face down, ass up, and a pathetic look on her face as she begged Elusive to fuck her within an inch of her life. Rarity found this thought strange but she couldn't help but admit that the image in their head was a delectable one.

Twilight squirmed nervously. Her back legs rubbing together as she tried to stop the growing heat without leaving Rarity’s presence. While she tried to think of every trick in the book to slow down the heat, Elusive and Rarity were staring her up and down with a appraising eye, reveling in the heat rather than resisting it.

“Twilight, look at me.” Rarity commanded.

The lavender mare turned and stared deep into Rarity’s eyes, losing herself in seconds. “Yes, Rarity?”

“Kiss me.”

Twilight gulped and looked away, her nerves getting the better of her desires. Rarity thought she had been shut down but Elusive knew better, she could taste Twilight’s submissiveness and read her body like an open book. The lavender mare wanted to be commanded, to be controlled and Elusive passed this information to her counterpart.

With that in mind Rarity hesitated, she had always been taught that she should the one being kissed, not the other way around and taking the reins was not something she was used to. Even then, she was forced to admit she did enjoy the thought of her body pressed against Twilight’s her hooves pushing the chubby mare down onto the bed and… She shook the train of thought away and leaned forward, mashing their lips together and startling not just herself.

The other mare tensed up, her body becoming rigid and her lips unyielding but within seconds she began to relax, her body giving into Rarity before her mind could even catch up. Rarity pulled back, smiling a little as Twilight leaned closer, trying to maintain the kiss only for her eyes to flutter open and a pout to cross her face.

“Why did you stop?” she asked innocently.

Rarity chuckled, running a hoof across Twilight’s cheek. “I was just curious about something.”

Twilight’s pout disappeared, replaced by an expression of apprehension. “Like what?”

“Well, for starters I was curious about how long you have been interested in moi.” She placed a hoof on her chest, unaware of the fact that her breath was still heavily laden with potent pheromones.

Twilight blushed and pressed her forehooves together nervously. “Since the Gala. You were just so strong and confident, you knew exactly what you wanted and I found myself wanting for that thing to be me.”

Rarity couldn't help but giggle at the sight, the pretty purple mare with her face lit up with shame, her head held low in submission while she bared her heart in that adorable kind of way that only innocent love could make happen. She hadn't known it but Rarity had still been a bit on the fence about her feelings for the studious mare, up until that moment when Twilight whispered those three little words. Than Rarity fell, head over hooves for the adorable mare.

“I love you.” Twilight winced, expecting the worst.

“Twilight, darling, look at me.” The mare opened one eye but continued to wince, making Rarity roll her eyes. With a gentle hoof she reached down and forced the other mare’s eyes to become level with her own. “I like you too.”

Twilight winced “You don't feel the same do you?”

Rarity smiled gently and ran her hoof down Twilight’s cheek. “I’m new to this whole thing and well, I think with time I might. If you would give me the chance that is.”

Twilight’s eyes lit up and though there was still a small bit of pain in those lilac orbs, Rarity could feel the swell of joy rising in the mare’s chest, easily eclipsing the negative emotions still swirling inside her. “I would love that! You won't regret this Rarity, I’ll be the best girlfriend ever!”

Rarity chuckled and shook her head, Twilight’s adorable enthusiasm too much to bear. “Oh Twilight you are adorable. I had just one last question though.”

“Anything for you Rarity.” Twilight replied instantly.

Rarity’s hoof strayed to Twilight’s neck, rubbing gently at the circle of disheveled fur that ran around the mare’s neck. “Tell me about this.”

Twilight stiffened, one hoof going to her neck. “I-er.. I kind of like the feeling of collar around my neck. I know that's weird but…” Her voice trailed off, noticing Rarity was had neither disappeared, nor did she even seem grossed out.

“I thought as much.” She replied simply, running her hoof along the worn section of fur.

Twilight blanched. “You knew? H-how long?”

Rarity shrugged. “Just a few days ago. Don't worry darling your secret is safe with me.” Rarity bit her lip, her mind already imaging just how good a tight collar and leash would look on the lavender mare. “Could you, get it for me? I want to see what it looks like on you.”

“Only if you promise not to be mad.”

“Why would I be mad?”

“Just promise, okay?”

Rarity placed a hoof over her heart. “I promise.”

Twilight’s eyes narrowed but in the end she gave up and walked over to her desk, unaware of the show she was unintentionally giving Rarity.

What the hell? Elusive thought.

My sentiments exactly darling. Rarity added.

Together their eyes stared transfixed at the sight of their new girlfriend rummaging through a drawer in search for her collar, or at least they assumed she was a girl. For between her back legs hung a quite an impressive shaft of stallion meat, complete with an equally as impressive set of balls. Most confusing to the merged mares was the fact that behind those set of balls were what looked like a perfectly functioning pussy that glistened in the low light.

“Ah, here it is.” Twilight quickly affixed the collar to her neck and turned around. “What do you think?... Rarity?”

The fashionista picked her jaw up off the floor and blinked, only now noticing Twilight’s collar. It was black faux leather with small blue gems that resembled Rarity’s cutie mark set at regular intervals around the entirety of it. Directly on the front was a larger identical gem over where a small loop was set, allowing the attachment of a leash.

Twilight stood there awkwardly, shifting from hoof to hoof, only to turn suddenly. “I’m sorry, I know it's weird. I’ll put it away…”

Rarity shook her head. “No wait. I was just caught off guard is all, I didn't know you had a well… you know.”

“Creepy collar with your cutie mark on it?”

Rarity rolled her eyes. “No, a dick darling, I didn't know you had a dick.”

“Oh.” Twilight blushed, only to look between her legs, blush harder and light her horn. “Oh no the spell failed!” In a flash the cock was gone, replaced by a featureless flat, featureless section of flesh.

“Twilight, come, lay down. I promise I don't think your a freak and this doesn't change anything. I’m just curious is all.” Rarity wasn't sure how she had known Twilight was embarrassed and ashamed but a part of her seemed connected to the lavender mare, as if she knew what she was feeling. All the while unaware of how exactly she knew that.

Confused, and a little relieved, Twilight nervously lay down across from Rarity, awkwardly shifting as she tried not to lay on her stallionhood. “Thanks Rarity, I’m sorry I didn't tell you sooner I just…”

“Hush darling, it's okay. Just help me wrap my head around this all okay?”

Twilight twiddled her hooves and stared off into space. “I was born like this. The doctors told me it was because I had so much mana inside me even at a young age and that it tampered with my DNA somehow. Apparently it's common for ponies like me who have a lot of mana to have some odd physical differences.”

Rarity nodded mutely. “And is that why it's so large?”

Twilight blushed, shifting around slightly as she felt herself grow harder by the second. “No. Apparently that part just runs in the family.”

Rarity chuckled. “Well darling, I can tell you right now that I am more than intrigued. I assume it works?”

“Yes.” Twilight whispered back.

“Are you sure it works? Maybe we should test it out, just to be sure.” Elusive took her queue and released a veritable flood of pheromones, filling the room with the potent chemicals and reigniting the flame of desire that had grown still.

“If that's what you want Rarity. I’d do anything for you.”

“Such enthusiasm.” Rarity smiled, gripping Twilight’s collar tight in her magic and pulling her close enough for their lips to touch once more.

Their lips pressed together tightly, Twilight remaining relatively still though Rarity knew she was enjoying herself immensely. Rarity reached forward, slipping her hoof around Twilight’s neck and pulling her even closer, deepening the kiss as she did. The mare’s lips parted submissively, waiting submissively for whatever her lover desired, her mind so awash with lust that she hardly even questioned why they had moved so quickly. She didn't worry that they might be moving to quickly or if this was right, all she wondered was what Rarity wanted and how she could fulfill her lover’s every need.

Rarity herself hardly considered the strangeness of the situation either, Elusive pumping their body full of pheremones and inducing an estrus level of desire, and going so far as to remove every trace of doubt from their mind. All while pushing her on, giving little nudges here and there, all while gobbling up the seemingly limitless love the two mares emitted.

This time she was ready, her love had been emptied completely, her emotional storage was vastly improved and her little pheromone trick used a good chunk of love as well. She wouldn't have to desperately shunt her love reserves into haphazard improvements to their body this time around. Even than, with most of her mind focused on the numbers, calculating the flow of love and trying to figure out how much the lavender mare could produce, she still couldn't stop herself from thinking of their new lover in ways other then the good her love would do.

She was cute, submissive, adorable and with an impressive cock that would make even most changelings blush with envy. Perhaps when there egg was birthed they could think about spawning more hybrids, maybe even produce the first natural one? Elusive couldn't help but think of the possibilities, two races fused so perfectly together that no one could tell where one ended and the other began. It struck her as beautiful and despite the biological advantages such a child may have, she didn't have to consider those until much later.

The changeling’s line of thinking was suddenly derailed by the sensation of their tongue slipping into Twilight’s mouth. All thought seemed to slip away from the changeling and for once she did not distance herself from the feelings of their shared body. As their attention overlapped completely, Rarity felt something click inside of her and a new realm of pleasure was suddenly open to her. It was like everything up until now had been slightly out of focus, not enough to make her notice but enough that once that focused returned she realized just how off everything had been.

She felt every facet and bump of her tongue as it brushed against Twilight’s. She felt every single hair that brushed against her hoof as she stroked Twilight’s mane. More than just amplified senses assaulted the mare for she felt a nearly all consuming desire burn within her. She wanted only to mount this powerful mate and to ride her until they were both left aching and satisfied.

This new, strange desire to dominate and control was so powerful that she had to stop herself from physically pushing the other mare down and mounting her right then and there. Rarity’s will barely strong enough to push aside Elusive’s wants as she had something else in mind first, something even Elusive had to agree with.

Reluctantly Rarity pulled back from the kiss only to smile as she felt Twilight lean in, desperate to feel her touch once more. Rarity placed a firm hoof against Twilight’s chest and fixed her with a lusty gaze. “Twilight, lay on your back.”

“Yes ma’am.” Twilight dutifully did as instructed.

Rarity rolled her eyes once more. “And get rid of that privacy spell.”

Twilight gulped, but did as ordered, undoing the spell that hid her stallionhood from sight. In a flash, the towering pillar of mare meat was once more visible and with it's appearance came a surge of lust that coursed through her. Soon, that cock was going to be all hers.

Rarity lifted herself from the bed, leaving behind a large wet spot on the bed and sauntered over to the prone mare. Twilight lay on her back as ordered, her eyes watching Rarity’s every move, while anticipation building behind her lilac eyes. Their lips pressed together one last time before Rarity stepped over Twilight’s face, giving the mare a nice view of everything she had to offer.

“Rarity, what are you- mf!” Rarity unceremoniously sat on the mare’s face, turning her words into a muffled moan of submission.

Rarity sighed and gave her butt a wiggle, trying to line her dripping cunt directly over Twilight’s waiting lips. Thankfully that didn't take long and the intuitive mare instantly got to work lapping at Rarity’s dripping snatch with all the enthusiasm of a virgin.

The hybrid mare couldn't help but shiver a little at the touch of Twilight’s tongue. She wasn't dexterous, or skilled or even knew much about what she was supposed to do but Rarity had grown incredibly sensitive and the lavender mare was nothing if not enthusiastic. Trying every motion and technique she could think of and though she was new, Twilight was always a fast learner.

With her own pleasure all but guaranteed, Rarity looked down only to roll her eyes. “I love your big fat cock Twilight and I can't wait to feel it inside me but first I think a little taste is in order. What do you think darling?”

The mare grunted her acknowledgement, too busy lapping away at her lover’s cunt to speak. She had such control, such utter dominance that Rarity couldn't help but grin at the sensation, it was as if a primal part of her had awakened and she loved every second of it.

Without thinking she reached out and picked the mottled purple cock off Twilight’s midsection, marveling at it's massive size and equally as impressive girth. It was more than a match for Rarity’s most prized toy, easily three or four inches longer and considerably wider.

Rarity ran her hooves up and down the powerful appendage, committing every bump, groove and vein to memory. She knew right then and there that she would never use her old toy again, for as long as she had this masterpiece of masculinity she would never have to pretend ever again. As her hooves ran down the thick cock once more she felt Twilight shift and whimper, evidently not used to the teasing Rarity was putting her through.

The alabaster mare tsked, making a note to train her lover’s endurance because if she was already begging for more after a few seconds then there was no way she could truly satisfy Rarity. Her face twisted into a wide smile and she couldn't help but wonder if her new lover was truly ready for the pleasure Rarity had in store. Her training had to start eventually and what better place than here, what better time than now?

Leaning down closer, Rarity positioned the head of Twilight’s cock near her lips and gently gave it a small kiss. Causing Twilight’s cock to twitch and the mare to buck her hips, drawing a scowl from the domineering female and a firm hoof against Twilight’s hips.

“Twilight Sparkle, you will not move unless I tell you to. Is that understood?” Rarity commanded.

Twilight’s muffled affirmation was all Rarity needed to hear, though that secret, domineering part of her wanted to hear Twilight beg forgiveness, she pushed that aside for now. She had training to begin and a fat cock that needed to be inside her as soon as possible.

She could feel her lover’s tongue work fast and deep, as if apologizing for her mistake with a renewed sense of vigor. Rarity smiled and leaned forward once more, planting a long, loving kiss on the flared head of Twilight’s cock, her tongue running across the rugged flesh with slow adoration.

Twilight’s ensuing whimpers of pleasure was music to her ears and even Elusive had to admit that even the mare’s whimpering was endearing.

Rarity didn't usually tease this much, contrary to her very professional and proper persona she was at her heart, an impatient and lustful pony. Always diving straight into the fun part and not even bothering with foreplay most of the time. Once she knew her partner was ready and willing it would be mere minutes before he was balls deep inside her.

Today was different and even though she did dive into this rather quickly, and she did desire nothing more than to ride Twilight within an inch of her life. There was also a small, secret desire that urged her to reconsider. It wanted her to bring her new lover pleasure the likes of which she had never even dreamed of. She wanted to bring Twilight to the edge and leave her there, waiting until she fell back down only to bring her to the edge once more. Ultimately forcing her to beg like the slave she was.

And maybe, just maybe, Rarity would allow her to finish. If she felt like it.

Rarity largely ignored Twilight’s ministrations though she was diligent at guiding the mare and teaching her on what she enjoyed she was focused almost entirely on her lover’s enormous stallionhood. Throwing in a moan when Twilight learned the right spot and stiffening when she did something wrong, thankfully Twilight didn't require any additional training in that regard and even the subtle changes in Rarity’s mood seemed to tell Twilight exactly what she wanted to hear.

With one hoof, Rarity cupped Twilight’s large sack and squeezed gently, relishing the content moan that came from her well endowed lover. Rarity couldn't place it but there was something profoundly rewarding about the act that made her keep going, keep teasing, licking, touching and caressing every inch of stallionhood she could get her hooves or tongue on.

Every moan and sound her lover made had mixed into the finest symphony and Rarity found herself craving it the sounds of pleasure more and more. She wanted to make Twilight scream her name to the heavens, to let the whole world know Twilight was hers, body and soul. The domination, the love, it was all too much for the mare and she found her back legs buckling as the most powerful orgasm of her life suddenly tore through her.

“Oh Twilight, I’m cumming!” She screamed.

Twilight increased her pace, determined to bring Rarity to the best orgasm of her life, her tongue flicking across Rarity’s clit while her hooves gripped her lover’s flanks. So strong was the coming orgasm that it took a considerable amount of added focus from Elusive just to keep them from blacking out. The changeling needed her after all, she couldn't afford to split her attention between continuing pheromone production, love consumption and pleasing their new lover, even if a part of her was tempted to do just that.

Twilight had never tasted the delicious taste of another mare before and as such was not overly concerned by the fact that Rarity tasted strange. Even than, the unicorn couldn't quite put her hoof on why but some part of her knew it something wasn't right. In the end she merely pushed that thought aside, her lust overruling the strange thought.

Elusive could feel a surge of love emanating from their shared body at the same time that a surprising amount came from Twilight, which would have drew a smile of satisfaction from the changeling. Oh, a selfless lover, truly we hit the jackpot this time Rarity. Elusive thought.

Rarity merely grunted her reply, unable to even think of an appropriate response, while her mind was so addled with pleasure. Elusive certainly wasn't wrong but there was something smug about the changeling’s thought that would have ignored the unicorn if she had the presence of mind to dwell on it. She didn't have the time to however as she craved more, Rarity had waited long enough to get to the main course and though Elusive protested, even the changeling couldn't fight the mare’s desire.

In the end the changeling shifted into the back of their mind and let the mare do as she wanted. By her calculations they would be filled almost completely in a matter of hours, but just in case, she primed another lungful of pheromones and waited for the moment that Rarity dismounted Twilight’s face and leaned down for a kiss.

Twilight held her lover at hoof length, though it was evident she wanted nothing more than to let the kiss happen. “Don't kiss me, at least wait until I clean this up.”

Rarity chuckled. “Are you saying you don't want your reward kiss for doing such a great job?”

Twilight blushed a little and wiped her face with her hoof. “Okay, ready.”

Rarity shook her head. “You are too adorable.” She leaned down and gently pecked Twilight’s lips.

The content little wiggle Twilight did when their lips touched was too much for Rarity and she couldn't help but giggle at the sight. “Seriously, you are the cutest.”

“And you are the beutiful… est?” Twilight blinked. “The most beautiful?”

Rarity leaned down and planted another kiss on the awkward mare’s lips, ignoring the taste her own juices had left behind. “Now than, I think my little mare deserves a reward.”

Twilight blushed profusely. “Y-yes please. Oh um could you call me that again?”

“Call you what darling?”

“Yours, I mean I…” Twilight rubbed the back of her neck awkwardly. “Like being called yours.”

“If that's what my little mare wants.” Rarity winked, batting her eyelashes at her lover.

Rarity leaned back, taking Twilight’s cock in her magic and guiding it against her sopping folds. Even the soft touch of the mare’s cockhead was enough to send electricity surging through Rarity’s brain. Being subjected to so much stimulants over the last few minutes had made her body become even more sensitive than it already was. Twilight seemed a little better off but even than her cock twitched with every touch and the mare herself squirmed with impatience, wanting nothing more to bury herself in Rarity.

Rarity could taste her lover’s need and knew what she wanted to do and though a small part of her wanted to tease a little longer, the unicorn couldn't resist the sight of that fat, perfect cock for even a second longer. Using her magic, Rarity guided Twilight’s throbbing cock into her snatch, the large head easily slipping past her moist folds. Than, with her lover’s cock now partially inside her, Rarity threw herself back, impaling herself on the enormous stallionhood with surprising ease.

Twilight’s eyes flew open and she stared, slack jawed at Rarity’s satisfied grin. “Did you just? Oh wow.”

Rarity gyrated her hips, pressing herself against Twilight’s crotch and grinding the mare’s cock deep inside her body. “Now than, I think I owed my little mare a reward, no?”

Before Twilight could even mutter a half hearted response, Rarity had already thrown herself into action. Picking her body up, until only the tip of Twilight’s cock was inside her, before falling back down with a hard thump as their hips connected once more. Usually Rarity would close her eyes, arch her back and enjoy the ride while she could but this time she didn't, and even the mere thought of doing such a thing felt… wrong. As if she were betraying her lover.

Instead she looked down into Twilight’s eyes and saw the swirling maelstrom of lust, loneliness and desperation that tinged hid behind her lilac eyes. Rarity knew the mare must be thinking this was all a dream and that it may end at any time and though her logical side wanted to dismiss the notion, her empathetic side could not ignore the hint of worry in her lover’s eye.

After the next thrust she did not leap back into another, instead she lingered at the base of Twilight’s cock and leaned down in order to gently kissed the end of Twilight’s nose.  “You seem distant lover, tell me what's on your mind.”

“It's nothing, just bad memories.” Twilight shook her head. “Really it's okay.”

Rarity placed a gentle hoof over the librarian’s lips. “Twilight I can tell something’s bothering you. Tell me, please?”

Twilight sighed. “Sorry to ruin the moment I just, well. The last time I got a girlfriend she said she was fine with-” She gestured to her cock. “This, but then she dumped me and-”

“Say no more darling. I promise you I will stay with you all night, and tomorrow when you wake up and see me beside you, your worries will fly away.” Rarity winked and grinded their hips together. “Besides, i'm not nearly done with you yet.”

“Thank you so much Rarity.”

“Of course darling, I wouldn't dream of abandoning my little mare.”

With all past reservations gone the next time Rarity dragged herself up Twilight’s turgid length, than pounded back down she was met halfway by an enthusiastic Twilight thrusting to meet her. Rarity couldn't help but squeal in delight at the feeling of their bodies connecting and their needs aligning perfectly. Most of her past lovers had been more than happy to let Rarity do all the work and though Twilight was obviously not as experienced in this regard, she once again more than made up for her inexperience.

When Twilight learned to match Rarity’s rhythm she stopped and kissed the lavender mare on the nose, adding a little reward whenever she did something right. When the enthusiastic unicorn learned to let Rarity lead, the pure white mare granted her a long, deep kiss between thrusts. Neither pony seemed willing to say more than a word during the course of their love making, too lost in each other’s eyes and guided by passion to even need to speak.


Eventually even Elusive allowed herself to be completely carried away by the feelings, abandoning even the small attention she had devoted to observing Twilight’s emotions. As their senses heightened once more Elusive gave herself fully to the passion of the moment their mind blending together seamlessly. The changeling loved the physical act of their love making but even more than that she loved the feeling of her body being filled with love and her hunger finally being satiated.

Even than, with her pussy filled with hard stallion cock and her stomach filled with love it felt like something was missing. Elusive tried not to think about it and devote herself to the moment but the changeling couldn't help but wonder. What if it all this love was directed at me? It was a silly, selfish thought that she tried to get rid but couldn't seem to. I refuse to be jealous of myself. She thought firmly, shoving aside the odd feelings of jealousy and stuffing them deep down inside herself.

Despite not being a gatherer, Elusive knew many small and subtle tricks in the art of love making that even Rarity had not heard of. Eventually she managed to convince Rarity to switch positions and even get Twilight to mount them, and though she seemed a little put off by taking such a dominant position, the second Elusive took charge and attached a leash to Twilight’s collar she eagerly began to thrust to the rhythm.

Though they were both initially unconvinced by the position change, but they quickly grew to love every second. Elusive tugged hard on Twilight’s leash, drawing a submissive whimper from the mare and forcing her to thrust deep into their shared body. Rarity was so lost in pleasure that she hardly even seemed to notice when Elusive suddenly took control, subconsciously stepping aside and letting the changeling do what she wanted.

Despite her inexperience Twilight managed to hold on for quite awhile, lasting for several minutes, and two position changes. When she finally drew close she whimpered pathetically. “Rarity, I’m close.”

Elusive growled in annoyance, as she was hardly even halfway full of love and even Rarity seemed to concur with the changeling’s annoyance. She had yet to feel Twilight’s cock filling her other hole and she would not rest until she had done just that.

Elusive quickly came to an agreement though and they both smiled devilishly as they thought of their plan. “You may finish inside me if you make me cum one more time.”

“Are you sure that's okay Rarity? I don't have any condoms.”

“It's a safe day, now are you going to make me cum or do you want to finish outside?” Rarity teased.

Twilight’s thrust quickened and with each shift of her hips she poured on what every ounce of what little strength she had left. Each time their bodies connected Rarity could feel Twilight’s full balls slap against her petite breasts which added another layer of gratification and it didn't take long for Rarity to become so overwhelmed with pleasure that she was forced to abandon the leash and let Twilight set her own pace.

The snow white mare closed her eyes and moaned with every deep thrust Twilight made. Her lover’s dick long enough to brush against Rarity’s cervix and give her another jolt of pleasure. “I’m getting close my pet, just a little more!” She cried out.

Twilight grunted and threw herself into every thrust, her face twisted in concentration.

Rarity could feel her orgasm coming but she knew Twilight’s would arrive moments before hers. As if on cue, she suddenly felt something wrap around her petite breasts and gently squeezed them. Her eyes flickered open and she looked up to see Twilight’s horn alight with power. “Good work my little mare but your going to have to do it a little harder than that if you want me to cum before you do.”

Twilight didn't respond this time, merely biting her lip and pouring on every last bit of concentration she had. The soft squeezing disappeared, replaced by an undulating field that roughly gripped her tits hard enough to draw a whimper of pleasure from the mare. Even while casting her spell Twilight was somehow able to keep up her frantic pace and still have enough concentration left over to kiss Rarity’s neck up and down.

“I’m cumming Twilight! You are not allowed to stop, you hear me young lady? Do not stop!” Rarity commanded, her voice raising a few octaves as she started to cum.

Twilight grunted her acknowledgement, her concentration too divided to say anything.

Rarity’s back legs quivered and her eyes rolled into the back of her head as she felt yet another orgasm course through her body. So powerful were the sensations that Elusive couldn't help but get carried along with it, their moans mixing into a strange, two toned voice.

Twilight didn't even seem to notice the strange shift in her lover’s voice as her head was thrown back in ecstasy, her eyes screwed shut and her mouth hanging open as she moaned loud enough to obscure the strange twin voices.

Just as their own orgasm died down Elusive and Rarity could feel their partner’s erupt inside them, Twilight’s thick cock twitching madly as it painted their insides in hot cum. The veritable flood of love that flowed into them was enough to send Rarity and Elusive into seemingly another orgasm, their moans twinning once more as they voiced their pleasure. Between the flood of love, cum, and endless pleasure the pair were shocked they didn't pass out right then and there. The flood of strange sensations and unforeseen pleasure was unlike anything either of them had experienced and it left them dizzy and positively glowing.

We must do this again. Elusive thought.

I cannot agree more darling, I think this might have been the best lay of our life. Rarity thought back.

Together the pair held onto consciousness, riding out the waves of pleasure while bathing in the adorable little moans and whimpers that came from their pet. Load after potent load splashed against their cervix, and despite the size of each shot and the fact that Twilight’s flared head stopped any cum from escaping, none of the unicorn’s sperm could slip past the barricade Elusive had erected.

Eventually the pair came down from their powerful orgasm at about the same time Twilight finally finished turning their insides white. All three were left panting, but still wanting more, the potent pheromones lingering in the air and driving them on to ever greater heights of debauchery. Twilight pulled back, her cock slipping slipping from Rarity’s cunt with a wet slapping sound which heralded a river of cum that flowed out of the mare’s abused hole and onto the bed.

The unicorn unceremoniously flopped to the bed, still panting but staring up at Rarity with childlike wonder. “Wow Rarity. That was amazing.”

Rarity chuckled and pushed Twilight onto her back. “Well thank you darling, but we are far from done.”

Twilight blinked, her cheeks growing red as Rarity grabbed her leash. “What, but we just…” Noticing the fire in her lover’s eyes Twilight chose her next words wisely. “Anything you want Rarity.”

Rarity shifted her weight and loomed over the other unicorn, a predatory glint in her eye. “Good girl.”





Rarity and Elusive sighed contently, a forehoof rubbing their distended, cum filled belly. Many hours of love making later and they had practically drained the other unicorn of every drop of cum she had. Which in itself was quite the feat as Rarity and Elusive had quickly found out that her balls contained even more cum than it looked like they did, which was already an enormous amount.

In the end the hybrid mare had taken more loads in her various holes over the the evening than she had over at least the last year. Twilight had finally tapped out after Elusive’s pheromones had begun to dissipate, her legs having already given out nearly an hour earlier.

(NSFW ENDS)

Now they lay, back to back, Twilight’s steady breathing nearly lulling Rarity to sleep. As much as she wanted to turn over and hold her pet and join her in the land of dreams she was quite enjoying the soft breeze that rolled through the window. Though they had quickly showered before slipping back into bed, Rarity was still far too warm to slip under the blanket and drift off to sleep.

Besides the heat she also had far too many questions left unanswered to consider sleep quite yet. She couldn't help but wonder why she had been so upfront with Twilight, sure she was upfront with her casual partners in the past but this was different. She had never cared for them, never had any true feelings for them and they were never her friend.

Rarity turned and glanced at the unicorn who twitched softly in her sleep, mumbling something incomprehensible. Despite her initial misgivings about how they ended up here, she couldn't deny that she wouldn't take anything back. The mare turned and embraced the lavender pony, wrapping her hooves around her and hugging her tightly.

Twilight’s body relaxed at Rarity’s touch and even pushed a little closer to the mare, a smile creeping across her sleeping face. Rarity sighed and lay her muzzle against Twilight’s neck and breathing in the pleasant scent of her shampoo.

Thanks, for everything by the way. Rarity thought.

Oh. Elusive mentally backpedaled, trying to figure out what she had done. For what, exactly?

For helping us get over our fear and dealing with that little… incident. 

Of course, your pain is my pain after all. Elusive thought back.

Still, thank you for everything and I’m sorry for being so paranoid about you. Rarity thought, a small amount of guilt slipping into her thoughts.

Don't worry about it and call me Elusive. 

Rarity giggled. I get it, Rarity, Elusive. Clever. Well, goodnight Elusive, sweet dreams. 

Elusive fell back, watching as Rarity slowly slipped off to sleep, a strange sense of conflict keeping her from joining her counterpart.

Why do I linger? I know what needs to be done, the next modifications should vastly improve our survivability and enhance our body. Elusive could feel the biological switch inside her that would set their changes into motion and yet she hesitated.

When they had ‘spoken’ moments ago, Elusive had felt a strange mote of love fill her. It was different from the rest of the love they had gathered today in which it was directed at her and it felt… better than any of the love Elusive had ever tasted. Better, even than the pure unrestrained love that Twilight had given them and she couldn't help but cherish the small drop of love.

Elusive mentally pushed aside all the changes she had planned for their body, magically undoing everything she had set up for this moment. Merely upgrading their body was no longer good enough, she wanted to do something truly impactful, something that would benefit not just her but also Rarity.

In a flash of inspiration, Elusive realized exactly what needed to be done. Ideaa! She thought triumphantly.

Elusive focused the vast stores of love and directed it towards their shared mind, weaving their minds together in a more intricate and deep way. It would fundamentally alter them but it would also bring them closer together and grant them more mental capacity to draw on. It was dangerous but Elusive was aware the risk it posed to her personality but the rewards would be more than worth it, she decided.

While she wove a deeper, more fundamental connection, Elusive could feel the egg shift inside them. She dismissed the movement as little more than the proto queen absorbing some of the love she had fed it and focused back in at the task she had set for herself, unaware of the changes happening deep inside their body.

The barrier erected across their cervix had remained intact after the initially pummeling it had suffered but in her haste Elusive hadn't bothered to check the seal. So sure was she in her handiwork. In her hubris, a crack formed and though it was small, it allowed the lingering seed of their lavender lover an opening.

An opening that would allow for something magical to happen.
> Destabilization
> --------------------------------------------------------------------------

The morning came with a stinging reminder of the previous night’s activities, both literally and figuratively. Rarity felt sore from her head to her tail and just about every part of her ached, though not nearly as much as her pussy did. It was an uncomfortable feeling to say the least, but it also brought a hint of pride to the unicorn’s mind. She had ridden her new lavender lover for a good portion of the night and only stopped when she physically couldn't move another inch, finally passing out with Twilight held tight in her embrace. 

Speaking of which… 

Rarity winced, gently tugging her right foreleg out from under her lover, the limb having long since fallen asleep due to being pinned. The unicorn flexed her muscles and shook the limb, willing away the pins and needles. In her half awake state, she hardly noticed her once small muscles bulge with the raw power rarely seen in a unicorn. She was paying far more attention to the fact that the pillow she had been laying on was absolutely covered in her teal hair, far more than what should be normal, even after the quite eventful night she had.

A frown crossed her face and she gently brushed the hairs off the pillow and made a note to check the mirror in order to assess the damage, for now she had to focus on waking up and ridding herself of this awful feeling of fogginess that was clogging her mind. When she first woke she hardly noticed it but now that her faculties were slowly returning she was keenly aware of the fact that everything seemed oddly unfocused, like she was looking at the world through clouded glass.

Giving her head a shake she gently began extracting her limbs from under and around Twilight who was pressed tightly against Rarity’s barrel, her sweat matted fur sticking against her fellow unicorn and drawing a smirk from Rarity. The instant she began to pull away Twilight shivered and pressed back, instinctively seeking the warmth Rarity had provided. It was adorable and though she wanted nothing more than to continuing to snuggle with her lavender lover she pulled back. She had a full day ahead of her after all, one that needed to begin now, and needed to begin with a shower.

After gently extracting herself from under the soiled covers Rarity plopped down onto the ground, her hooves trembling for a moment before finally stopping and allowing her to do a brief stretch. “OoooOOooooh.” the unicorn mumbled, feeling her vertebrae pop one by one.

She lingered at the end of her stretch, feeling an odd weight settling just beneath her stomach. Rarity chuckled and finished her brief stretching, reasoning they must have gone at it longer than she thought. Twilight sure can cum, that girl just about filled me. She thought to herself while making her way over to the bathroom. 

About halfway there the foginess began to lift and everything seemed to come into focus. Rarity could feel her senses reach their normal levels of perception only to continue to grow in focus. “What the…” she muttered.

Her sight seemed more powerful than ever before and she doubted she would need her old reading glasses any longer. She had neared the bathroom and was about to open the door when the world came into such crystal focus and now she was left breathless at the sight of a simple wooden door. Every scratch, dent and subtle warping of the wood flashed before her eyes and her already meticulous mind seemed to jump into overdrive, analyzing every little piece of information flowing through her.

She could hear the branches of Twilight’s tree home swinging outside though she knew the closest window was in the other room, much too far away to make her so intimately aware of every limb of the tree as they gently shook in the mid morning breeze. It didn't stop at just sight and sound as she could feel the subtle change in airflow as the tiniest of breezes came from the window in Twilight’s room, gently curling about her hooves before slipping down into the library proper. Stranger still was the fact that she could feel a strong sense of contentment coming from behind her, in the direction of her slumbering lover.

Placing a hoof to Her head Rarity took a deep breath, pushing down the small and building sense of panic rising within her. Breathe Rarity, just breathe. That was quite the headrush. The voice reminded her.

Elusive? Rarity asked tentatively.

Mmhmm. Let's go get cleaned up, we smell terrible. 

Rarity gently sniffed the air only to recoil in disgust, they did indeed smell awful. Between the mixing of various fluids that had long since dried and the horrific state of their fur Rarity had her work cut out for her. Though she had to admit that in a weird way, the smell was kind of sexy. She could still detect the scent of Twilight on her and the lingering aroma of their love making clung to her like a fine perfume. Part of her considered just leaving the scent on her and strutting around town like that but she pushed that thought aside, as sexy as it was in the bedroom it was less sexy once she left that bedroom and everyone wondered what the hell that smell was.

The unicorn pushed her way into the bathroom and quickly trotted over to the mirror, instantly leaning close to the mirror and peering intently at her mane. Other than a severe case of bedhead combined with an unsightly group of clumped hair near the back of her head, everything seemed in order. Meanwhile Elusive was left confused, searching through their recent memory in order to find out what had happened to make her host so paranoid about her hair. After discovering the memory of their waking the changeling was stumped. 

Was this another effect of the merger? She thought, making sure to shield it from Rarity.

Everything seems in order, why don't we have a shower? Elusive thought pointedly.

Rarity frowned and parted her hair with her magic only to nearly pull her mane hard enough to nearly tear a chunk off her head. “Eep! What in the hay was that.” 

Elusive would have frowned if she could, this was clearly an additional side affect, more confusing was the fact that the unicorn shouldn't have access to Elusive’s magic, intermingling minds or not. Had she somehow managed to boost the unicorn’s natural ability somehow? The changeling watched as Rarity gently massaged her scalp and mumbled a silent, unladylike curse of annoyance.

We can worry about this after we are clean. Rarity thought before turning to the shower and slipping inside. Elusive sat back, giving Rarity enough of their mental faculties to ensure she didn't notice the fact that the changeling was distracted. Her internal magic flared to life and the changeling probed their body, starting from their nervous system and lambda system before finally ending on their horn. 

Sure enough her first assessment had been right and somehow the merger had increased the size of their lambda system and even extended their horn a fraction of an inch. The unicorn had nearly twenty five percent more mana storage and the changeling’s overlapped system had grown slightly as well giving her the same boost while somehow not occupying much space inside their body. Elusive made a note to dial back all her spells for awhile until she grew used to the change, though it was still perplexing that it had even occurred at all as Elusive certainly hadn't tried to do that. Messing around with a pony, or changeling’s lambda system was a recipe for disaster as the strange magical currents that flowed through living thing’s bodies were notoriously finicky and impossible to replicate. Each body’s system was just so different that experimentation was almost useless and yet here they were.

As Elusive pondered the strange turn of events Rarity cleaned them up and exited the shower before drying themself off. As she put aside the towel she noticed that the thick purple cloth was marred by patches of white fur. “Am I shedding?” Rarity mumbled before lifting each hoof in turn and inspecting her body.

No fur was missing and indeed it looked even healthier than ever before, containing a luster the likes of which she had not been able to achieve without some very expensive shampoo. The effect of which certainly wasn't due to the bargain bin shampoo Twilight had stocked her shower with. Rarity shook her head and smiled, choosing to believe her new shampoo had merely had a delayed reaction. If it kept up she could always get checked out but a little hair loss wasn't anything to worry about, she reasoned. 

The pair made their way down into the kitchen, moving swiftly and gracefully to start breakfast. Pots, pans and numerous ingredients flowed from the cupboards, held aloft in the teal aura of her magic. The sheer amount of the objects would have shocked a casual observer but Rarity didn't bat an eye, something about dividing her attention in so many directions and using so much magic felt oddly natural to the unicorn. 

The table set itself, the ingredients arranged and measured themselves while the stove found itself covered in pots and turned on to the correct temperature. Rarity couldn't help but feel a smile across her lips and with surprising ease she began whipping up pancakes, two omelettes a pot of coffee and a second pot for tea. Though her attention was pulled in seemingly every direction she didn't feel overwhelmed in the slightest.

Even with her attention drawn in a many different directions she still seemed to have the presence of mind to listen to the sound of hooves resonated from upstairs. The erratic steps eventually stopped after entering the bathroom and several seconds later she could hear the sound of water, accompanied by a pleasant sigh. Tuning out the sound of her lover showering Rarity set about finishing her gourmet meal, receiving tips and suggestions from her the resident voice in her head.

By the time she heard the water stop Rarity had a dozen pancakes set out, along with a large bowl of assorted chopped fruit, an omelette, tea and coffee. The only thing left cooking was her rather large and aromatic omelette that reeked with the smell of powerful hot sauce. The unicorn inhaled the scent and shuddered in pleasure, she didn't know where this love of hot sauce recently came from and she didn't care, she merely wished she could have appreciated the unique sauce earlier.

The tap of hooves coming from the steps behind her startled Rarity from her haze of sauce love and she turned to the stairs with a wide smile on her face. “Good morning, my pet,” Rarity announced, a wide lecherous grin already stamped across her face.

Twilight blinked, and pulled down the hoof she had been running through her mane. Slowly, realization seemed to dawn on her and her eyes went wide. “So it wasn't a dream!” 

Rarity rolled her eyes and chuckled. “If it was, it was the most vivid dream of my entire life.”

Twilight’s blush nearly lit up the room and she clumsily stumbled down the remaining steps until she was face to face with the other unicorn. The lavender mare looked Rarity up and down, her already wide eyes growing wider. “Wow Rarity, I don't know what to say but you look even prettier than yesterday. Your skin is so smooth and your hair so... so… pretty!” 

The unicorn blushed slightly and bat her eyelashes. “You have quite the way with words Twilight Sparkle.” 

The mare blushed and pawed the ground nervously. “T-thanks.” She looked up. “Um, may I… kiss you?”

Rarity lifted her head, looking down at Twilight appraisingly before smirking. “Of course you may.” She puckered her lips and leaned forward.

Twilight’s tiny squeal of joy nearly made Rarity’ heart skip a beat and a second later she felt their lips connect once more, accompanied by a strange feeling of completeness that bubbled from inside her. She didn't know why but she felt the hunger that had been burning inside her suddenly begin to fade, replaced by a different kind of hunger. Elusive mentally chuckled, amused by just how easy it was to flip the lust switch in their brain. 

Rarity gently pushed the other mare away and fixed her with an oddly intense look, one that withered Twilight’s pout. “Twilight Sparkle, you are going to fuck me right now.”

The lavender mare blinked and looked over at the table of food. “Right right now? Here?”

“Yes, is that a problem?” Rarity raised an eyebrow.

“Of course not master!” 

Rarity’s grin grew to wolfish proportions and she immediately turned and put her hooves up on the counter while tossing aside her tail. As an after thought she placed her omelete on her plate at the table and turned off the stove. “Ready, stud?” 

Twilight’s nostrils snorted and Rarity could see the heavy shape of Twilight’s large cock smack against her belly. “Ready,” Twilight announced.

Rarity spread her legs and gripped the counter tightly. “Do a good job and I might just let you spend breakfast at the table instead of under it.” 

The lavender mare’s blush doubled in size and she eagerly jumped up onto the counter, her hooves falling beside Rarity’s. “Yes master!” 

“Good girl. Do you need a hoof?” She offered.

Twilight shook her head and grinned proudly. “No, I got this.” 

Rarity could feel the faint tingle of magic as Twilight activated her levitation field and gripped her cock, positioning it up and towards Rarity’s crotch only to stop at the last second. Drawing a frown from Rarity. “What are you waiting for?”

“Well you didn't say what hole…” 

Rarity rolled her eyes. “Just thrust away and fuck whatever hole you hit.” 

The unicorn could taste the other mare’s enthusiasm and smirked when she felt Twilight lurch forward, her cock impacting Rarity’s puckered hole and slipping inside. She gave a little wiggle, shaking her plot and squeezing Twilight’s cock. “I always thought you were an assmare.”

Twilight stiffened slightly. “So what?” 

Rarity giggled. “So nothing, it's just cute.”

Twilight blushed so hard Rarity could feel the heat from Twilight’s face, which only made the hybrid mare giggle harder. The lavender pony shook her head and blushed a little harder, embarrassed and aroused by just how easily Rarity pushed her buttons. The fashionable mare seemed to have some sort of instinctual knowledge of what made the studious pony tick despite the fact that they had only been sort of dating for less than a full twenty four hours. 

Rarity gave her hips a wiggle and looked over her shoulder with a sad look. “What, are you done already, my pet?” 

Twilight snorted and thrusted forward, sinking several inches of her cock into the mare’s welcoming hole. “Not by a long shot.”

Rarity grunted, feeling the other mare’s cock surge deeper inside her. “Good, I would hate to have to discipline you before we even ate.” 

Twilight shivered, a surge of arousal coursing through her the moment she was reminded of just who was in charge. She wasn't sure how or when Rarity had become so dominating and frankly didn't care, as the studious mare had everything she had ever desired and was more than content to simply enjoy it.

The next thrust pushed deep enough that Twilight could feel her medial ring slip past Rarity’s tight hole and plunge deep inside of her. Twilight had assumed she was going fast enough, as she had buried over half her cock into the mare in short order, yet Twilight felt her backside gripped by her lover’s magic. “If you are not going to hurry up, I guess I am just going to have to help you.” 

Twilight had less than a second before she felt her ass squeezed and her body shoved forward, forcing her cock deep into Rarity’s body. Inch after inch plunged deeper and in the span of several seconds Twilight found her hips resting against Rarity’s and her cock completely stuffed into the fashionista's surprisingly deep hole. 

Elusive/Rarity both sighed in relief, absolutely enthralled by the feeling of fullness granted by Twilight’s mammoth cock. Despite it being much larger than average it seemed natural for the hybrid mare, and it fit inside her with such perfect snugness that she couldn't help but wonder if they had not been made for each other. 

Pushing aside the silly notion Rarity grinned eagerly and pressed her ass back against Twilight’s cock, wordlessly urging her on. She didn't have to make any half hearted threats this time around and Twilight eagerly began thrusting away, quickly working into a comfortable rhythm. Well comfortable for Rarity/Elusive anyway, which meant they were going at it like a couple of horny teenagers at a pace that most would find uncontrollably fast.

The distant sounds of the bustling town faded into the background, replaced by the heavy, repeated smack of Twilight’s balls impacting Rarity’s crotch. Accompanied by their eager moans and muttered words which were lost amidst their passion. Reluctance gave way to lust and soon Twilight had forgotten all about the fact that she was currently having sex in the middle of her kitchen, with the windows uncovered and the front door unlocked no less.

Rarity, who never had such qualms, could feel as Twilight slowly let go of the thoughts holding her back and focused entirely on the act, committing herself wholly to the debauchery they committed.  Sweat ran down their coats, rendering their showers more or less meaningless in a matter of minutes. There were no fancy maneuvers, no changes in position and hardly a word said, they knew what they wanted, that time was short and refused to waste time with anything fancy. 

That was until Rarity heard the sound of approaching footsteps. The sound of footfalls coming from the door was soft, indicating that whomever it was lacked hooves. Before she knew it a spell leaped to the forefront of her mind and without thinking she gave herself to the impulse and cast it in a flash of green edged teal light. Twilight blinked, caught unaware of the strange burst of magic and she looked down only to blink again. 

“Rarity?” She mumbled, her mind skipping like a record as the space where Rarity had been was now empty, and yet she could still feel the tight confines of the other mare’s ass gripped around her cock. She could even see her cock sticking straight out from her crotch, floating in mid air.

“Sh, someone’s coming,” Rarity whispered back. 

On cue, the door to the library creaked open and the sound of someone breathing deeply could be heard. The footfalls grew closer, revealing the green and purple form of a familiar dragon. “Wow. Who made all this?” Spike wondered, looking at the vast array of food out on display.

Twilight blanched and looked down at the invisible Rarity with terror in her eyes. The other unicorn merely giggled and whispered, “Stay calm, don't give us away.” 

Heat flooded Twilight’s face and she nervously shuffled into a slightly more natural standing position, or at least the best one she could manage while still being balls deep in Rarity’s ass. “H-hey Spike! H-h-how was the run?

The young dragon shrugged and plopped down at the table. “Not bad, still got a long way to go though.” Spike pinched his chubby stomach and frowned.

“Well we gotta start somewhere r-right?” Twilight asked with more enthusiasm than what was appropriate.

Spike shrugged. “Yeah I guess… Hey, why are you standing like that?”

Twilight smiled a little too wide and tried to make her stance a little more natural but with Rarity still impaled on her length she could only move an inch or two. “Just… stretching?”

Spike looked at her oddly, noting the bizarrely flushed expression on her surrogate mother’s face. In the end the dragon shrugged and looked down at the table to where an omelette sat covered in his favorite hot sauce. “Hey is this for me?”

“Uh, yeah of course! No one else is here.” Twilight replied, only to receive a swift magical slap across the ass. “Eep!”

Rarity grumbled silently, lamenting the loss of her food but reluctantly admitting it was probably the best cover for the circumstance. Spike didn't seem to notice Twilight’s face flushing with embarrassment or the sound of the unicorn receiving a brief spanking as he was already two mouthfuls deep into the omelette, smiling happily. 


Gulping down the large bites he looked over at Twilight with astonishment. “This is really good. Since when have you been able to cook?” 

Rarity snickered quietly to herself, drawing an angry huff from the mare still balls deep in her ass. “I err, got some lessons from Rarity actually.” 

Spike chuckled. “She must be an amazing cook if she can teach you how to not burn everything. Though I suppose she's got some experience with that from Sweetie Belle.”

Rarity’s eye twitched and she jammed a hoof into her mouth, stifling a giggle that nearly escaped her lips. Which also had the strange effect of making her squeeze down on Twilight’s cock, who in turn nearly jumped at the sudden sensation. A frantic look to Spike assured her the young dragon was completely occupied with his food and didn't seem to notice. 

Turning down to her invisible partner Twilight shot her a look of disappointment and annoyance, unaware that she was just staring down at the back of Rarity’s head. “Cut it out, Rarity,” Twilight whispered. “Spike is right there.”

Rarity rolled her eyes and whispered back, “Then try and get rid of him because you are twitching like crazy and it feels sooo good.” 

Twilight’s already blushing face turned beat red and she could only sputter a half hearted response as Rarity began to move once more, slowly sliding up and down Twilight’s cock. The lavender mare desperately thought of a way out only to come up with nothing. She couldn't teleport while intimate and she couldn't just push Rarity off her while Spike was mere feet away eating his breakfast. The mare bit her lip and continued to wrack her brain in an attempt to find a way out of this embarrassing situation, to little success.

All while Rarity slowly built up speed, growing used to the odd position she found herself in. She had always been a bit of an exhibitionist at heart but she had never had the gall to truly explore that particular fetish, even if pony society didn't view such an act with the same displeasure as the other races. But now here she was, with Twilight’s twitching cock jammed inside her, while her hips slowly pushing up and down, riding her lover’s dick as much as the position allowed. 

Spike seemed oblivious to what was happening mere feet away and was eagerly digging into his omelette and heaping additional fruit on top and covering the entire thing with syrup. Twilight couldn't help to roll her eyes at the sight, despite his own efforts to lose weight he still ate more than anyone she knew and covered just about everything in either hot sauce or syrup. For a moment her own worries were forgotten and she nearly reminded Spike of the diet he was supposedly on, only for Rarity to suddenly throw herself forward and then back with enough force to make the impact of their bodies audible over the sounds of Spike’s feasting.

The dragon blinked, a half eaten piece of cantaloupe hanging from his mouth. “What was that?” 

Twilight’s eye twitched. “Nothing! Just uh, sneezed.”

Spike raised an eyebrow. “That sure didn't sound like a sneeze.” 

“It was!” Twilight insisted.


“Alright, alright, sheesh.” The dragon turned back to his food, pouring himself a healthy cup of orange juice and downing the whole thing before diggin back into the remnants of his omelete.

Rarity’s smirk grew as she felt Twilight’s cock twitch once more. It seemed like every time the unicorn got embarrassed her cock twitched and grew, which only egged Rarity on further, curious to see just how long her partner could go before she blew her load right in front of her adoptive son. A small part of the fashionista was shocked at just how little she cared about the possibility of being discovered and just how much she seemed to enjoy herself. Even than, it wasn't enough to make her stop or even slow down. 

Twilight seemed to realize that her lover wasn't about to stop anytime soon and despite the embarrassment of getting fucked right in front of Spike her cock did not soften. The rush of pleasure surged through her and the distant feeling of her orgasm was coming closer with each passing second. The unicorn bit her lip, trying to push down the pleasurable sensation of her cock getting milked for all it’s worth, but Rarity was an expert and she would not be so easily ignored.

Rarity used her well trained muscles and squeezed down harder while continuing to ride Twilight with the same speed and intensity as they had the night before. Save for this time she was trying to minimize the sound of their love making instead of the other way around. Rendering the soft clap of flesh meeting flesh barely audible over the sound of Spike inhaling what sounded like half the food on the table. 

The oblivious dragon slurped down the last of his juice and threw back the rest of his food, barely even chewing before lying back in his chair with a content smile on his face. Meanwhile, Twilight’s face was twitching in ways that probably weren't healthy and her hair was doing that weird split end thing that only happens when she was about to explode, in this instance literally and figuratively. 

“Spike! I need you to run an errand for me!” Twilight screeched suddenly, her voice rising far higher than she had wanted.

Spike blinked and cocked his head slightly. “Err, yeah sure Twilight. What do you need?” 

“I need a dozen quills and a basket of apples, right now!” 

“Err…” The dragon scratched his head and stood up. “Are you sure you are alright, Twilight? Your hairs doing that crazy thing again and that weird sound is back.”

The unicorn’s eyes briefly rolled back into her head and she nearly came right then and there, only narrowly managing to push down the urge. “It's super important, I’ll explain later!”

“You sure you are alright? Your eyeball looks like it's trying to leave your skull.”

“I’ll take away your Grognak the barbarian number one unless you leave right now!” the unicorn shrieked.

Spike put his hands up defensively. “Alright alright, sheesh I’m on it.” He shook his head and turned to the door, mumbling curses under his breath. 

Rarity snickered quietly, arching her back and nipping at Twilight’s neck. “You did so well, now are you going to cum for me?” 

Twilight let out a sigh of relief and was about to respond when Spike popped back in, a wide smile on his face. “Is Rarity here? I could have sworn-”

Whatever he was about to say was cut off by Twilight who teleported the dragon away in a panicked induced cry of wordless panic. The second the magic left her system the unicorn collapsed onto the back of her invisible mate, her cock ejecting a powerful stream of cum directly into Rarity’s guts. Rope after potent rope of cum shot forth and filled the mare’s ass with the result of their love making.

Elusive and Rarity both moaned as their own orgasm arrived, ushered in by the feeling of getting utterly stuffed with Twilight’s prodigious load. So abundant was the mare’s orgasm that Rarity could hardly tell when one spurt started and another ended. Through the haze of lust she snickered. “I never knew you were an exhibitionist my pet.”

“I never knew I was either,” Twilight replied between whimpers.

Rarity slowly flickered into existence, hardly noticing the fact that nearly Twilight’s entire weight rested firmly on her back. It took nearly a minute for the pair to catch their breath after their respective orgasms to finally die down, allowing them to think straight.

“Would you mind using your own legs, darling?” 

Twilight quickly scampered up onto her own four legs, a furious blush spreading across her face. “I am so sorry master.”

“Think nothing of it, pet. Now if you would kindly pull out, my legs are getting tired,” Rarity remarked with a smirk.

“Right away!” 

Twilight backpedalled quickly, pulling her cock out of Rarity’s hole with a wet shlop, her now slightly flaccid head heralding a river of cum that splashed onto the wood floor. Rarity sighed in relief, no matter how much she enjoyed being filled it was beginning to feel a little cramped back there. 

With more grace than the situation would warrant, Rarity stepped over the small pool and made her way over to the staircase, only stopping at the second step and casting a look of cold detachment over her shoulder. “Would you be a good pet and clean up this mess. Oh and while you are at it make me another omelette? I need to freshen up.”

“Yes, Master Rarity!” Twilight replied happily. 

“Oh and darling?” 

Twilight blinked. “Yes Rarity?”

Rarity winked with all the flair of a diva. “Great work.” She whispered huskily. 

The lavender mare’s cheeks grew bright red and she watched with awe as the mare sasheid her way up the stairs and out of view. For several long seconds she still stared, shaking her head slowly. “I must have saved the princess in another life to have deserved this.”





Twenty minutes later and after another shower, the pair sat down to eat, both too exhausted for anymore steamy glances or obvious flirtations. Elusive had long since drank her fill, gathering enough love to nearly top out a second time in twenty four hours and the changeling was more than happy to let the two unicorns sit and chat while she sat back and watched, content with herself. 

The two lovers eagerly devoured their food, though Rarity found that she already felt a little full before she had even taken a bite. Even still, she ate more than enough, somehow able to put away more than Twilight even while she already felt satisfied. 

Eventually the food dwindled as did the conversation and Rarity reluctantly moved to leave, much to Twilight’s dismay. “Do you have to go? I was thinking maybe we could go for a walk and maybe do some more lessons.” Twilight pleaded.

Rarity smiled faintly and gently caressed her pet’s chin. “Oh Twilight, I won't be gone for long. Why, if I get all my work done I might even have time for a date night, just you and I.” 

“Really?” The lavender mare’s face lit up with wonder and Rarity couldn't help but giggle. Twilight’s almost childlike naivety was endlessly adorable. 

“Really really. Just stop by the shop after seven and hopefully I’ll have everything done by then.” Rarity smiled and leaned in, pressing a chaste kiss against Twilight’s lips.

Twilight gently breathed through her nose before opening her eyes after the kiss, an awestruck expression on her face. “Thank you Rarity, I can honestly say I had the best night of my life.”

Rarity blushed. “Oh stop you charmer you.”

“It's true! I’ve never felt so so…” She shook her head and smiled as wide as seemed possible. 

The alabaster unicorn giggled behind her hoof. “I know what you mean darling and the feeling is mutual. Now I really must go. Remember, no playing with yourself, you are my property from now on and you can't touch what you don't own.”

Twilight nodded. “Of course master Rarity. Have a great day.”

Rarity turned and opened the door, giving the lavender mare a gentle caress of her tail as she turned. “Later lover.”

When the door closed Twilight sighed, sinking to the floor in a heap of love struck wonder. “She is so amazing,” she muttered to herself, a dopey smile spreading across her face as she stared off into space.

On the other side of the door Rarity giggled like a school girl, doing a giddy little dance. “I can't believe I was so, so… sexy!” 

Great work, we really knocked her socks off. 

Rarity smirked. Of course! We are the most sensual mare around, after all. 

The pair chuckled together while making their way home, thoughts of the last day running through their mind and driving enough heat into their loins that they briefly considered turning back around and convincing Twilight to have a quickie. 





On the far side of town the cutie mark crusaders eagerly bounced beside an amused Applejack who just chuckled at the foal’s excitement while keeping her eyes on the train in the distance. 

“I can hardly wait!” Apple Bloom squealed. 

“Me neither!” Scootaloo added with equal enthusiasm.

“Me neither, neither!” Sweetie Belle added. 

Applejack shook her head, looking down at the three bouncing filly’s with barely contained joy. “Well just make sure that somewhere during your time together y'all remember to make her feel welcome, she’ll be out all week after all.”

“Yes, Applejack,” Apple Bloom responded obediently. 

“What does she look like, Apple Bloom?” Sweetie asked.

“Hmm. She's got a deep brown coat, like the color of an apple seed, her hair is red kinda like the skin of an apple and she's got green eyes like-”

“The stem of an apple?” Scootaloo asked, incredulously.

“Yeah! How'd you know?” Sweetie and Scootaloo shared a chuckle at Apple Bloom’s expense, giggling as the earth pony blinked in confusion.

“Well would ya look at that, here it comes.” Applejack remarked, drawing all three foal’s attentions up to where the train was steaming into the station. 

A sudden frown crossed Sweetie’s face and she glanced over to Apple Bloom. “What’s she like, anyway?”

Apple Bloom scratched her head. “I don't really remember, I only met her when I was real little but she was nice, kinda quiet. One thing I do know is that she's a blank flank, like us!” 

The other two foal’s eyes lit up and the exchanged a wide, wonderous glance. “Does that mean what I think it means?” Scootaloo announced.

“I think it does!” Sweetie Belle added.

The three spun around, eyes gleaming as they searched for any sign of the Babs Seed. Scootaloo’s already wide eyes grew larger and she pointed to where a group of ponies had exited the train. “Is that her?” 

The other two foals gasped in surprise, only to frown when the steam cleared, revealing a mare of what looked like thirty five pulling a large suitcase. Followed by a mishmash of other adult ponies all making a beeline for the train station exit. Then when the car seemed empty and all hope lost another burst of steam erupted from under the train, obscuring the last pony from view. 

“That's gotta be her!” Apple Bloom cried, pointing to the cloud. 

The other two ponies gasped and leaned forward as one, holding their breath for when the steam cleared. Sure enough a second later a breeze rolled through and pushed the steam away, allowing the three ponies to get a good look at the pony Apple Bloom described, save for the fact that her hair was a little longer and hung over one eye.

“Yay!” The three ponies cheered before running over to the other filly. 

The sole earth pony of the group ran right up the newcomer’s face, not giving her so much as a second to catch her breath before greeting her. “Hiya Babs Seed, it's me! Your cousin Apple Bloom!” 

Babs blinked and took a step back. “Oh hey-”

Scootaloo pressed forward, her face mere inches from Babs’. “Are you excited for the best week ever?” 

“Well I-”

“Because we are super excited for the best week ever!” Sweetie Belle added with an excited squeal of delight.

“Who are you ponies?” Babs asked, nearly backing up enough to fall off the platform.

“I’m Scootaloo.” The pegasus extended her hoof which Babs nervously bumped.

“My name is Sweetie Belle.” 

“Err hi.” 

The sole adult chuckled and moved between the foals, granting Babs some room to breathe. “Let's get moseying back to the farm. Don't wanna clutter up the station anymore than we already have.” Applejack nodded to the filly before taking her suitcase in her mouth and walking towards the exit. 


“Oh you are going to love this! We made a float for the Summer Sun Celebration!” Apple Bloom announced proudly. 

“Yeah and we get to ride on it in the parade!” added Scootaloo.

“And you can too!” Sweetie added.

“I’ve never been in a parade before,” Babs said wistfully, imaging herself riding on top of a giant float and waving down at crowds of ponies. 

Scootaloo slipped next to Apple Bloom and whispered in her ear, “We should show her the float first and get her to join the cutie mark crusaders!” 

The earth pony’s eyes went wide and she elbowed her friend. “Good idea, Scootaloo, we put so much work into it, there is no way she'd say no!” 

“What are you two whisperin about?” Babs asked, raising an eyebrow. 

Apple Bloom shrugged. “Nothing! Now come on, there's something I wanna show ya in the barn!” 

“Yeah, it's gonna be so awesome!” Scootaloo squealed. 

“Wait what?” Sweetie asked.

“No time to explain, last one to the barn is a rotten egg!” Scootaloo took off at a sprint, her tiny wings fluttering as she sprinted towards Sweet Apple Acres.

“Hey no fair!” Sweetie called out after her, sprinting to catch up to the much faster pegasus. 

Apple Bloom chuckled and began to run after her friends only to stop and call back to her cousin. “Come on, Babs!”

The earth pony smiled and ran after her cousin and friends. “Right behind ya cus!”

Applejack chuckled and took up the rear, trotting at a decent pace.





The four fillies sat outside the barn, three of them bouncing up and down while the other raised an eyebrow and looked at the barn. “So you gonna show me or what?”

Apple Bloom rolled her eyes. “Duh, just close your eyes first, it's gotta be a surprise!” 

Babs blew the hair from her face and closed her eyes. “There.” 

The cutie mark crusaders all giggled, and Apple Bloom pushed open the door. The other two fillies quickly took positions and struck a pose. “Alright, open your eyes and witness the amazingness of the official cutie mark crusader float!””

Babs opened her eyes, which quickly grew wide as she looked at the surprisingly well built float. Scootaloo grinned from ear to ear. “As a member of the cutie mark crusaders you’d be able to come and ride with us, it will totally awesome!”

Babs’ wonder at the impressive construction of the float diminished as she was once again pressured to join her cousin’s club. Despite their insistence that she join, it did sound like a good idea to her and she opened her mouth to speak only for two fillies to appear beside her near the door to the barn. 

“More like totally funny!” the pink filly remarked, much to the amusement of the grey one who oohed, before joining her pink friend in laughing at the crusaders.

The two walked into the barn haughtily with noses raised and their hoof steps light, as if merely touching the ground of the barn would somehow hurt. The pink scoffed at the float. “What is it? An orange?” The two bullies shared another laugh much to Apple Bloom's annoyance.

The earth pony filly walked up and gently caressed the side of the float. “It's a pumpkin.”

“Obviously, I mean how stupid are you?” Sweetie Belle asked, raising an eyebrow at the stuttering pink mare.

“I am not stupid! Your float is just so ugly I couldn't tell!” The two bullies shared a hoof bump. 

Diamond Tiara’s looked back to the door, finally noticing the pony she had walked past mere seconds ago. She elbowed her friend and gestured over to the orange and red earth filly near the exit. “Who’s the new blank flank?”

Babs’ eyes went wide and she used her tail to obscure her cutie markless flank from sight. 


Apple Bloom scoffed and walked over to the fillies. “That's my cousin, Babs. She's from Manehatten,” she said, lifting her head proudly at the end.

That got the pink filly’s attention and she looked over to the other filly. “Manehatten huh? Well at least you got something going for you.”

Silver Spoon chuckled. “I suppose you are going to join their stupid little club. What was it called? The cutie markless losers?” She rolled her eyes and shared a mean spirited laugh with her friend.

Bab swallowed hard. “I uh…” She looked over to Apple Bloom, her smile wide and confident, than Scootaloo who had a smug look, and finally to Sweetie Belle who was staring daggers at Silver Spoon and grinding her teeth. The other two fillies were as haughty as ever with Silver Spoon blowing a raspberry at Sweetie Belle while Diamond Tiara smirked. 

The lone filly’s face grew tight, a decision was made and with her mind now made up she blew the mane from her eyes.  A cruel smile spread across her face and she walked over beside the two bullies. “More like the cutie mark crybabies.”

Diamond Tiara blushed slightly and covered her mouth as she giggled. “Oooh, big city attitude. I like it.” Silver Spoon nodded approvingly, adding her hum of approval. 

Emboldened by her acceptance, Babs’ twisted grin grew and she walked over to the float. “Oh yeah, there's more where that came from.” She lined up one of her hooves to one of the wheels supporting the float. “Check this out.” She released her pent up muscles and shattered the center of the wheel.

The wide, surprised faces of the cutie mark crusaders quickly changed into mixed amounts of rage and confusion. “Oh no she didn't!” Scootaloo said, taking a step forward.

“That bitch!” Sweetie Belle muttered under her breath, much to the shock of her friends.

The orange earth pony smirked and walked over to her new friends, head held high. Together the three enjoyed a snicker only to stop when they heard the sound of timber creaking. “Wuh?” she muttered, looking back just in time to see the struts the wheel had been resting on give out, toppling the entire pumpkin forward.

“Wooh!” Apple Bloom yelled, pulling her friends back just before the pumpkin continued rolling.

“What the hay?” someone muttered. 

Together the six ponies looked on in horror as the enormous float continued tumbling end over end, rolling down away from the barn, across the field and finally impacting a lone shed and exploding in a heap of timber and debris. 


Babs gasped dramatically. “Looks like somepony’s pumpkin just got squashed.” The two other bullies laughed hysterically. 

Apple Bloom bristled. “When I tell Applejack-”

Instantly the darker filly trotted up to the other pony, getting close enough their noses nearly touched. “You are gonna tell Applejack what? That you are a big snitch?” 


Apple Bloom backpedaled rapidly, falling in beside her friends and trembling in fear. “I-er. Well, you know.”

“That's what I thought.” Babs blew the mane from her face and smirked once again.

“Come on, Babs, you should hang with us.” She threw her nose in the air as her and Silver Spoon moved to flank the other earth pony. “You know, the actually cool ponies. Not these babies.” 

Together the three walked away, sharing a laugh as they left. Apple Bloom was forced to look on in defeat as her cousin walked away with two of the cruelest bullies she knew. The earth pony only looked back once, giving her cousin a wide confident smirk.

Apple Bloom teetered back before toppling onto her rump with a thump. “What just happened?”

Scootaloo shook her head. “I think Babs just went to the dark side.”

“We have to tell Applejack!” Sweetie Belle added.

Apple Bloom's eyes went wide and she shook her head. “We are not snitches!”

“Yeah! And we are not babies!” Scootaloo added, crossing her hooves.

“Let's think about this then, what are we going to do?” Sweetie asked.

Scootaloo sighed. “Well for one we gotta clean up what's left of our float.” 

“Yeah, I guess. I just wish I knew what changed. She wasn't such a jerk last time she visited!” Apple Bloom scratched her head. “I don't think.”

Sweetie Belle’s eyes lit up. “That's it!”

Scootaloo blinked. “What's it?”

“Change!” Sweetie yelled enthusiastically. 

Apple Bloom scratched her head. “Err what?”

“She's a changeling!” 

“A change a what now?” the earth pony asked.

“A changeling, really Sweetie Belle?” Scootaloo remarked dryly.

The unicorn rolled her eyes and glared at her winged friend. “Think about it! She wasn't a jerk last time and now all of a sudden she is. She's been replaced!” 

Scootaloo rolled her eyes. “That's ridiculous, why would they replace some random filly?” 

“Okay time out what the hays a changeling?” Apple Bloom asked, much to the confusion of her friends.

“You know, those evil monsters that tried to stop the wedding a couple weeks ago,” Sweetie Belle explained.

“Oh yeah, sorry girls, got quite the bonk on the head during that whole fiasco,” Apple Bloom said with a shrug.

Scootaloo rolled her eyes. “Everything is changelings with you lately, what's your deal?”

Sweetie Belle fumed, stomping up to her friend. “They are evil monsters that almost captured the princesses and almost destroyed Equestria!” 

“Okay now that is just ridiculous. How would the changelings destroy Equestria?” Scootaloo jabbed her hoof into the other filly’s chest. “Huh?”

The unicorn rolled her eyes. “If they killed the princesses who would move the sun and the moon? It was midday when it happened, think about it! We would all burn up eventually!” 

Scootaloo gulped. “Oh yeah.” 

“Just cus Babs is acting a little weird it doesn't mean she's a changeleen,”  Apple Bloom remarked.

“Changeling!” the other two yelled back.

Apple Bloom rolled her eyes. “Whatever, you know what I mean.”

“I guess, but why do you think she's a changeling? She might just be having a bad day or something,” Scootaloo said with a shrug.

Sweetie belle rolled her eyes. “Think about it girls. The wedding craziness happens and then boom, she comes out here with a letter telling Apple Bloom she's coming out a day later. Doesn't that sound a little weird?”

Apple Bloom scratched her head. “Ah guess so, that side a the family always did like giving a whole months notice afore showing up.”

Scootaloo frowned. “Okay, so she might be a changeling but how do we prove it? It's not like we can go up to her and say. ‘Please mister changeling, reveal yourself to the world.’”

Sweetie Belle rubbed her chin. “Hmmm.” After a moment of thinking she suddenly sat bolt upright, her hoof raised triumphantly. “I got it!”

“Well go on smartypants,” Scootaloo quipped.

Sweetie Belle blew a raspberry at the filly before launching into her explanation. “Using a disguise is gotta be like a spell right? And when I asked Twilight about illusion spells, she said that the caster has to hold them.”

“Like in their hooves?” Apple Bloom asked.

Sweetie Belle rolled her eyes. “No like with your horn. She said that to dispel the illusion you just gotta startle the caster!”

“How are we gonna scare a changeling? We are about as scary as a pack of sheep,” Scootaloo said dryly.

Apple Bloom shivered, glancing over to the field the sheep grazed in. “I dunno about that, sheep are mighty creepy in the middle of the night.”

Scootaloo snorted. “Alright, well how are we going to do it than?”

Sweetie Belle scratched the back of her neck. “I dunno. But we gotta try something, you girls got any ideas?” 

Scootaloo shook her head. “I got nothin.” 

Apple Bloom perked up. “You know what always scares me?”

“Clowns?” 

“Sheep?”

“Granny Smith’s breath?”

Apple Bloom facehoofed. “Well yeah but that's not what I meant.” She shook her head. “I meant horror movies!”

Scootaloo tapped her chin. “Oh yeah.”

“So all we gotta do is get her to watch the movie and be there with a camera!” The other two ponies grinned.

“Great idea!” 

“Let's go!”





Much later, at sugar cube corner.

Sweetie Belle groaned and rubbed her head. “I still can't believe she wasn't scared by that movie, Silver Spoon nearly wet herself.”

Scootaloo shivered. “I can't believe the monster popped out of that guy’s chest.”

“I can't believe she stole my popcorn,” Apple Bloom muttered, staring at the floor.

Sweetie Belle sighed. “Alright, so the movie didn't work, neither did the library.”

Scootaloo snorted. “I can't believe she didn't let us borrow any real books. How were we supposed to scare them with a book of fairy tales.”

Apple Bloom frowned. “I can't believe she stole the book anyway. Ah wanted to read that book, darnit.”

“And that costume thing was ridiculous.” Scootaloo jabbed a hoof at Sweetie Belle. “I can't believe you were scared of one of Rarity’s fancy dresses.”

Sweetie Belle shivered. “It had so many bells.” 

“Alright girls, new plan.” Scootaloo slumped. “Anypony got one?”

Sweetie Belle opened her mouth and raised her hoof only to wilt, sinking back into her seat. “No.” 

They all sighed, staring at the table and ignoring the hustle and bustle of the busy bakery. “What's with all the frowny faces?” All three ponies turned to see Pinkie peeking over the top of their booth. 

“We were trying to- oof.” Apple Bloom winced, looking over to a scowling Sweetie Belle. “Er, right. Nothing. Today just sucks.”

“Well maybe a milkshake would help turn those frowns upside down. What do you say?” Pinkie said with a smile. 

“Err thanks, but we don't have any bits on us,” Scootaloo remarked.

Pinkie Pie laughed and waved a hoof. “Don't worry about it, it's on the house.” She ducked down and vanished behind the booth before appearing a second later with a pad of paper in one hoof and a quill in the other. “So, what'll you have?” 

“Strawberry!”

“Cholate!” 

“Vanilla!”

Pinkie Pie chuckled and put away the quill and paper without writing anything. “One usual, coming right up!”

The three fillies sat silently, all collectively wondering what they could do next. Babs and her goons always seemed one step ahead of them and Babs herself seemed unshakable. The sheer amount of times that she popped up out of nowhere, ready to ruin their plans was uncanny and by the end of it Apple Bloom and Sweetie Belle were utterly convinced that the earth pony’s cousin was indeed a changeling. How else could they explain just how good the bully’s timing was.

As they sat and thought Sweetie Belle glanced out the window and caught a glimpse of someone that made her heart drop and a groan escape her lips. Scootaloo perked up and looked over to her friend. “What’s wrong, is she back?”

Sweetie Belle sighed. “Yeah, and she brought her goons with her.”

Apple Bloom pressed her face against the table and groaned. “Why can't she leave us alone?”

Scootaloo frowned. “I hope she doesn't steal my milkshake, I was looking forward to that.” Apple Bloom nodded as well. 

Sweetie Belle’s eyes suddenly flew open and she ran towards the kitchen. “Be right back!” she shouted back to her friends.

The other two ponies shared a glance before merely shrugging. 

Sweetie Belle sprinted over to the door of the kitchen and knocked. “Psst, Pinkie! Are you in there?” she whispered.

The door creaked open, revealing a confused looking Pinkie Pie. “Oh, hey Sweetie Belle. Shakes are almost up, just had to chop some fresh strawberries.” 

“I was wondering if you wouldn't mind doing a favor for me?”

Pinkie Pie blinked. “Sure Sweetie, what's up? If it's asking for more toppings you know I always load em up!”

The unicorn shook her head and leaned forward. “It's a secret, I was wondering if you could…” She whispered into the older pony’s ear for several seconds before pulling back.

Pinkie Pie cocked her head. “Are you sure? That doesn't sound like it would taste very good in a milkshake.”

The unicorn nodded enthusiastically. “Trust me.” 

PInkie Pie’s stare lasted a second longer before shrugging. “Okie dokie lokie!” 

Sweetie Belle rubbed her forehooves together and cackled as maniacally as she could, which came out sounding more like a childish giggle than anything, but she tried.

The other two cutie mark crusaders watched as Sweetie Belle strutted back to their table, a huge creepy grin on her face. Apple Bloom shuffled over, making room for her friend. “What's with the weird face?”

Sweetie Belle’s smirked. “You'll see, just don't try the milkshakes until I say, okay?”

Apple Bloom sighed. “Like it even matters, Babs just walked in.”

Scootaloo frowned. “Augh, and they are coming over here.”

Sweetie Belle’s smirk faded and she glanced over at the three bullies as they strutted over to their table. “Hey babies, what are you doing?” Babs asked, pulling up a chair.

Diamond Tiara pulled up her own chair as well. “Probably sitting here crying.” The three giggled, exchanging hoof bumps. 

Scootaloo crossed her hooves. “We were not!” That only made the three bullies laugh harder.

“I bet you were just crying your eyes out, you big babies,” Babs added.


Apple Bloom slumped, mumbling to herself, “I wish I wasn't related to you.”

The orange earth pony’s eyes narrowed and she leaned forward. “What did you say, cus?”

“I said-”

“Milkshakes are here!” Pinkie Pie shouted, distracting all six ponies and drawing their attention to the three milkshakes that slid across the table. “Is there anything else I can get you three?” Pinkie asked, gesturing down to the three bullies. 

Scootaloo shook her head. “No, that's everything. Thanks Pinkie.”

The pink pony’s smile wavered. “Are you sure?”

Sweetie Belle nodded. “Yup.”

“Well alright,” Pinkie muttered before turning and disappearing back into the kitchen.

Babs raised an eyebrow and pointed to the milkshakes. “What did you get us?”

“These are our milkshakes, don't you dare!” Scootaloo reached out to grab her shake only to find her limbs grasping empty air as the table spun around. “Hey!”

“Nice one, Babs,” Diamond Tiara congratulated, giving her fellow bully a hoof bump before pulling one of the milkshakes closer. 

“Yeah, nice one Babs,” Silver Spoon added.

“No problem girls.” Babs grabbed the last milkshake and pulled it close, smirking as she watched the other three ponies silently fume. 


Apple Bloom’s eye twitched and she suddenly stood up in her seat. “That's it! I’m gonna-” Sweetie Belle yanked her back into her seat and stuffed a hoof in her mouth.

“Shh, trust me!” she whispered. 

Babs chuckled. “You better listen to your little friend, cus. Don't want you getting hurt.”

The three bullies shared one last round of mean spirited laughter before all taking a deep sip of their stolen milkshakes. All at once the three bullies eyes went wide, Babs gagged and gripped her throat in both hooves as her face instantly flushed. Diamond Tiara’s face lit up like up and began violently coughing while Silver Spoon’s face began contorting into odd, strained expressions, her entire body stock still.

“Eesh, what did you put in there?” Apple Bloom asked, watching as Babs fell off her chair and began scraping her tongue with her hoof.

Sweetie Belle smirked. “Just a bit of Pinkie’s favorite hot sauce.”

Scootaloo winced, watching as Diamond Tiara’s face screwed up in rage only to turn and run over to a neighboring table and steal a glass of water out of a pony’s hand and gulp the entire thing. Apple Bloom snickered while she watched Silver Spoon’s face shift from one bizarre expression to the next. “This is too funny, anypony got a camera?” 

“I wish.” Sweetie mumbled, her gaze falling over the one bully left sitting at the table. “You alright, Silver? You are looking a little… green.”

The filly’s eyes shot wide and looked down where the dull glow of green fire was spreading up from her hooves. “No no no!” The filly squeezed her eyes shut and tried to focus but it was already too late, the crowd that had begun to gather when the two fillies began running around demanding water all turned and looked at the source of the odd green light and under their intense scrutiny the changeling’s disguise shattered.

The small, flickering flames that were barely held at bay suddenly surged to life, shooting up the filly’s body and washing away her dull grey fur and replacing it with the shiny black chitin of a changeling. The three fillies gasped, followed by the rest of the bakery. All eyes rested firmly on the terrified changeling standing stock still in the center of the crowd. 

The changeling wasn't much bigger than the pony they had disguised as and upon closer inspection her carapace wasn't quite black but actually a shade or two closer to grey. Her purple eyes were replaced with the irisless blue of a changeling and though no wings adorned its back a small knife like horn protruded from its head. 

The silence held for several tense moments before a mare suddenly screamed, followed by a cry of panic. “Changeling!” Somepony screamed.

The bakery exploded with the sound of hooves, some running towards the terrified changeling while the majority sprinted towards the nearest exit. The changeling used the brief moment of utter panic to leap from their chair and duck beneath the panicked hooves of an earth pony stallion, quickly vanishing into the sea of ponies. “It's getting away!” Sweetie Belle shouted, giving chase to the runaway shapeshifter.

During the cacophony of sound Diamond Tiara and Babs tried to sneak away, slipping under the odd pony and making their way to the door. Only for a large earth pony mare to stop and point at the pair. “It's them! They came in with the changeling!”

“Get em!” another voice yelled.

The two filly’s screamed and ran for the door only to be grabbed at the last second, a wiry unicorn stallion grabbing Babs with his magic while a surprisingly nimble pegasus mare grabbed Diamond Tiara. “Let us go!” The filly shrieked, thrashing in the older mare’s grip.

“Not till the guard gets here and figures out if your a changeling!” the mare yelled back.

Scootaloo stood atop the booth, searching the crowd for any sign of their friend. Apple Bloom nervously looked around, watching as the bakery quieted down once more with only a couple ponies left, most of which were surrounding a still thrashing Diamond Tiara and a dull, empty eyed Babs that floated just over head. 

“You see them Scootaloo?” Apple Bloom asked nervously.

Scootaloo shook her head. “Nothing, it's like they are just gone.”  





In the kitchen and away from the panicked cries and rushing hooves, two beings squared off, one a terrified changeling the other an angry unicorn filly, her horn alight with power. “Don't even think of running, monster!” She snarled, advancing on the cornered changeling with rage in her heart.

The shapeshifter backpedaled until her rump impacted the wall, her eyes going wide and filling with panic. “I didn't hurt anypony, please let me go!” 

“As if I would believe changeling lies! Tell me, what did you do with the real SIlver Spoon!” Sweetie Belle shouted.

“I am Silver Spoon!” the changeling shouted back.

“Liar!” Sweetie Belle lifted her hoof, intent on hitting the terrified shapeshifter in the eye. 

The changeling was much faster than the filly however and even in its terrified state it had enough presence of mind to leap forward and to the right, evading the filly’s attack and slipping past her in one smooth movement. Sweetie Belle was in hot pursuit and the changeling only managed a few steps before she felt something grab her tail and hold on tight. She spun around and gritted her teeth, finding the unicorn grabbing onto her miniscule tail with both hooves. “The changeling is in here, help!” Sweetie Belle screamed.

“I heard something, it was coming from the kitchen!” a masculine voice yelled from the other room. 

The changeling pushed her hooves as hard as she could but the filly was holding on tight and wouldn't allow the shapeshifter to gain an inch. With a sigh she looked over her shoulder. “I’m sorry Sweetie Belle.” 

“Wha-? AH!” Sweetie Belle recoiled, trying to dodge a sudden burst of green energy aimed directly at her face. Despite abandoning her hold on the changeling’s tail she was still caught completely unaware and though she managed to almost dodge it, the bolt still clipped her ear, punching a perfectly round hole in the soft flesh.

A stallion burst into the kitchen just in time to catch a fleeting glimpse of the changeling’s tail as it bolted out of the back door and into the alley. “Stay with the filly, I’m on it!” 

A second stallion entered and nodded his ascent. “Good luck.” 

The first one smirked. “Like I need luck.” Then in a flash of crimson he was gone.

The second stallion shook his head and slowly approached the crying filly. Sweetie Belle wailed in pain, her hooves gripping her injured ear. Her eyes were squeezed shut and her body curled up into a ball, drawing a sigh of pity from the older pony. 

“You did a very courageous thing today little one, you should be proud.” The stallion leaned down and extended his hoof. 

Sweetie Belle cracked open one eye. “Who are you?” she whispered. 


The unicorn stallion smiled and extended his hoof a little closer. “My name is Comet Storm. Why don't you get up and come with me, they called the guard and I'm sure a medic will be here soon.” 

The filly looked the other stallion up and down appraisingly, searching for any sign of duplicity. His brown coat was immaculately kept, along with his flowing white mane and tail and a picture of three comets adorned his flank. Slowly Sweetie Belle released the hold she had on her injured ear and reached for the stallion’s hoof. 

“There we are.” Comet storm pulled her up, flashing her a wide, confident smile. “I must ask though, what made you chase after that changeling? They are dangerous creatures to deal with, especially for a filly.”

Sweetie Belle frowned. “I was in Canterlot at the wedding, I saw what those nasty bugs did. I just didn't want them to hurt anypony else.”

The stallion chuckled, roughling the filly’s mane. “That's very noble of you. Say, if you ever see anymore of those nasty bugs again you come tell me okay? I’m at the observatory just outside of town. Just make sure to come with an adult or send me a letter because it's near the Everfree.”

The filly nodded confidently, happy to have finally found someone that disliked changeling as much as her. “Thanks mister.” 

Comet smiled. “No problem little one, come on now. We better get back, I’m sure the guard is here by now.”

The filly followed Comet closely, peeking around him as they entered the main area of the bakery, still half expecting another changeling to have appeared ready to blast her. Only to see the bright coats and less than bright faces of various ponies filling the eating area. Most huddled around the back, where Scootaloo stood on top of the booth, waving at her. 

“Hey, Sweetie Belle! Are you alright?” the pegasus shouted, managing to barely pierce the low murmur of conversation that filled the room. 

Sweetie trotted over and pointed at her wounded ear. “Is the guard here yet? That changeling shot my ear.” 

Scootaloo and Apple Bloom both winced at the sight, though there was little blood there was a small, nearly bit sized hole clean through the filly’s right ear right near the edge. “Eesh. Does it hurt?” 

The unicorn sniffed. “Yeah…” 

“Let me go you oaf! I am not a changeling! When my daddy hears about this you are going to get sued into the stone age you hear me? The stone age!” Diamond Tiara thrashed in mid air, the field of blue magic continuing to hold her aloft with little difficulty. 

Sweetie Belle walked over to the booth and gestured to the scene playing out before them. The pink earth pony filly was still yelling and thrashing while Babs had long since given up and just stood in a corner, her eyes glazed over and her ears pinned to the back of her head. 

Apple Bloom frowned. “Everypony thinks there changelings but I’m not so sure.”

“Why not?” Sweetie asked.

“Well they drank the hot sauce same as Silver, err, the changeling, and they seem fine.” She winced as Diamond Tiara’s scream to a new, somehow even higher pitch. “Well, relatively anyway.”

Scootaloo shook her head. “I don't know about this Sweetie Belle, it was one thing to chase the changeling but this just seems wrong.” 

The pain in her ear slowly dulled and shame seemed to bubble up to replace it. “Yeah…” she mumbled, her eyes drawn to the distant look on Babs’ face.

The door to the bakery swung open and the clank of armor drew the crowd’s attention to where two guards and Twilight Sparkle now stood. The two guards were both mares that looked nearly identical in their gold armor, save for the fact that one had a box with a red cross strapped to one flank while the other did not. While the guard’s held firm to a mask of indifference, Twilight Sparkle was a different story and her eyes were wide as she scanned the room. 

Pinkie’s head poked out from under the counter and upon seeing her friend, she wiped the sweat from her brow. “Oh thank goodness you are here, Twilight.”

Twilight finished her inspection and pointed to the back, where Sweetie was clutching her ear. “Go to the filly, she seems hurt. And you, secure the perimeter and lock down the doors.” The guards hesitated for a moment before nodding and doing as instructed. Twilight turned to her earth pony friend, her anger wilting at the sight of Pinkie’s tear streaked face and straight hair. “What happened Pinkie?”

The earth pony sniffed and wiped her face with a hoof. “It was horrible Twilight. This changeling got ousted right in front of everypony, then those mean Equestria First ponies chased her!” She shook her head and pointed her hoof at the pony floating in the air, still cursing and thrashing. “Worse, I think, they think those two are changelings.”

Twilight frowned. “Thanks, Pinkie Pie. Why don't you bring out some cupcakes for everyone? Maybe that might calm everypony down.” 

Pinkie’s hair leaped up into an approximation of its usual shape and the earth pony nodded. “Good thinkin, Twi!” 

The librarian made her way over to the back of the bakery, nodding approvingly at the sight of Sweetie Belle retrieving some medical assistance while the rest of the group of ponies was pushed back. “Dismiss that levitation field.” The unicorn barked, glaring at the teal stallion.

The pony opened his mouth to speak but wisely closed it and gulped, placing the filly back on the ground before letting his horn dim. The filly, now with hooves under her, lifted her nose into the air and tsked. “Don't think you've gotten away with anything, my daddy is still going to hear of this.” 

Twilight sighed and lowered herself to the filly’s height. “Diamond Tiara, right? Your father’s name is Filthy Rich?”

“That's right!” 

“Look, I’m going to need you to hold still for just a second okay?” 

The filly looked the mare up and down before nodding. “Alright, but this better not hurt!”

Twilight chuckled. “You won't feel a thing.”

The filly huffed and lifted her nose into the air but didn't move further than that. Twilight lit her horn and pointed it at the filly, for a moment the power built before two runic circles appeared above the back of the filly’s head. The circles turned for a moment, various arcane symbols flashing and and dimming seemingly at random before finally dissipating completely. The unicorn closed her eyes for a second before nodding. 

“She's not a changeling.” 

The crowd breathed a sigh of relief while the filly just rolled her eyes. “Duh, I can go now, right?” 

Twilight frowned. “We just need to sweep the area first before you can go but you can wait by the door and I’ll instruct sergeant Wind Snare to let you out once she gets back.”

The filly seemed uncertain but reluctantly sighed and walked over to the door. “Well you better hurry, daddy expected me home twenty minutes ago.”

“What about this one? She’s been acting mighty strange,” somepony asked, while pointing at Babs. 

Twilight walked over to the filly and lowered herself once more, her sad, pity filled eyes staring into the glassy, distant ones of the filly. “Are you alright? They didn't hurt you did they?”

The filly shook her head but said nothing. Twilight frowned and lit her horn before quickly scanning the filly and confirming that was indeed the truth. Next she lit her horn again and once more the twin circles flashed into being. The crowd watched in anticipation while Twilight used her magic, eager to learn if they had valiantly detained a changeling or roughed up an innocent filly. After a few seconds longer than last time the circles finally dimmed before disappearing entirely. 

The filly’s distant, glassy eyes faded, replaced by twin pools of endless sadness that stared deep into Twilight’s soul. Twilight sighed and was about to say something before she smiled at the filly. “She's a pony.”

“Then why did the spell take so long?” Sweetie Belle asked, before wincing as the medic pulled her back down into a sitting position. 

Twilight stood back up, her back cracking audibly as she got back to her hooves. “The spell is still experimental and takes longer or shorter depending on the pony.”

Apple Bloom breathed a sigh of relief and trotted over to her cousin, pulling her into a tight hug. “I’m sorry about the hot sauce.” 

The filly stiffened before hugging her cousin back. “I’m sorry I was such a jerk, ah just didn't wanna be the one getting bullied… again.” 

“It's okay, Babs, I’m sure the others forgive you to.” The filly broke the hug and looked to her friends expectedly. 

Scootaloo nodded from her perch atop the booth. “I forgive you, sorry about pushing you to join our club so much.”

She looked down to Sweetie Belle whose face was drawn tight, her eyes down and avoiding the touching scene playing out before her. “Sweetie, don't you have something to say?” Twilight asked, gently.

The filly sighed before finally looking up at Bab’s expectant face. “I forgive you, on one condition.”

Babs gulped. “Anythin.”

Sweetie grinned. “You gotta join the cutie mark crusa-ow. Hey.” 

The medic grunted. “I told you not to move.”

Babs Seed chuckled. “Of course I’ll join you girls.”

Apple Bloom pulled her cousin into another bone crushing hug. “This is going to be so awesome, and we still have three weeks before you gotta go back.”


Scootaloo jumped from her perch, her tiny wings buzzing and enabling her a soft landing. “Yeah, we still got time to make a new float!”

Babs winced. “Sorry about that, by the way.” 

Apple Bloom shrugged. “Don't worry about it Babs, making the float was the funnest part, and now we get to do it again with another pair of hooves to help!” 

The other cutie mark crusaders all nodded, drawing a tear from the Manehatten filly. “You girls are the best.”

Scootaloo brushed some non existent dirt from her shoulder and smirked. “Yeah, we know.” 

The four ponies shared a giggle and made their way over to the door where Twilight was talking with the two guards in a hushed tone. After a few seconds of tense silence in which the crowd had begun to grow antsy, the unicorn finally turned around and nodded. “There are no changelings in the area but before I let you go, make sure you report changeling sightings to the guard first. They are free peoples and cannot be detained but the guard would still like to question any you see.”

With that said she stepped aside and opened the door, allowing the ponies to finally leave. Twilight smiled at the four fillies who beamed back, before following the adults outside and off towards what looked like Sweet Apple Acres. Twilight closed the door and shook her head. “That was close, I didn't think there were any left after the initial scanning.” 

The medic frowned. “They have gotten remarkably good at dodging the scanning spell and the blanket one isn't strong enough to do much other than just tell us that there are changelings around.”

The other guard shouldered the spear she had hidden near the door and removed her helmet. “Thanks for your help, Twilight. Is there anything else you require assistance with?”


“No, it should be fine from here. Just don't forget to follow up on the trail out back. While you were helping Sweetie Belle and securing the area Pinkie mentioned how the changeling had been briefly cornered in the kitchen before taking out the back and vanishing.” 

The guards both nodded. “Right. Thanks again.” The pair turned and left, leaving Twilight alone with a rather exhausted looking Pinkie Pie. 


“Wowee, am I glad that's over with.” 

Twilight slumped into a nearby chair and laid her head on the table. “You are telling me, I could hardly walk when they decided to ‘summon’ me.” The unicorn shook her head.

Pinkie Pie raised an eyebrow. “Whysat? Busy night?”

Twilight chuckled. “I guess you could say that.” 

The earth pony smiled knowingly, her grin growing smug. “Oh, sompony I know?” 

Twilight blushed and covered her face with her hooves. “Maybe.” 

Pinkie giggled and gave Twilight a quick hug. “Well I’m happy for you Twilight, it seems like the town has you running all over the place recently with all this changeling business.”

The unicorn sighed. “Yeah… it's been harsh. Between the peace talks, the general panic of the wedding and everyday chaos of a normal day in Ponyville if I didn't know any better I would have assumed Discord was free.”


“Hehe, yeah.” The pair sighed before Twilight turned to the door.

“Thanks for your help keeping everypony calm, speaking of which did you happen to-” 

“Of course I saved one for you!” Pinkie tossed a cupcake at the mare, who easily caught it in her magic.

“Thanks Pinkie, see ya later!”

Just like that Pinkie was alone, with an empty bakery. “I better get my patooty in gear before the Cakes get back!” 

In a flash the pink mare was gone, vanishing into the kitchen and quickly setting about making up for lost time. Pots pans and cook books went flying and within seconds Pinkie stood before the counter, with every ingredient she would need laid out before her. Something was different this time though and instead of jumping right into the recipe she stopped and merely stared at the cookbook. Her mind had begun to wander again and she couldn't help but sigh, the memory of the terrified expression on the changeling’s face flashing through her mind. 

Sympathy was a surprisingly painful feeling and was not easily subdued, and it swirled togther with several other complicated emotions, distracting the pink mare. From the rage she could feel emanating from Sweetie Belle to the confusion and panic that was clear across the changeling’s face and finally to the swirling miasma of confused anger that erupted from the crowd of ponies. It had all nearly overwhelmed the empathetic mare and left her a sad wreck of a pony. 

She pushed the cook book closed and trotted out of the kitchen before turning the open sign over. She hated doing this, closing early was not something the cakes liked to do but with the last crowd being driven away and a general feeling of paranoia overcoming the town she knew business would be slow if not non existent. So with a reluctant sigh the mare exited the shop and closed the door behind her, hoping the cakes would be back soon so at least it wouldn't stay closed for long. 

Closing early was not something the pink pony enjoyed at all, but even that paled in comparison to what she new she had to do next. With a one last sigh, the mare picked up her hooves and began trotting down the dirt road towards the distant shape of carousel boutique, a frown firmly on her lips. Explaining what happened at the bakery to Mrs cake wasn't going to be fun, and neither what was going to happen before that.





Rarity and Elusive both sat staring at the same piece of fabric while twisting it this way and that. No that's not quite right, what if we… huh. Elusive shrugged their shoulders, baffled by the set of instructions they had received from their customer.

My sentiments exactly darling. Rarity thought back.

The dress was large, made for a mare easily a head taller than Rarity but it had not been designed for a mare that size and the pattern had to be exaggerated to fit, which made it lose all its original charm. The changeling hybrid couldn't quite put her hoof on why though other than the fact that everything just seemed a touch too big. “Maybe just adding more flower designs but make them smaller?” Rarity asked the empty room.

She frowned and put the piece back down, not overly concerned by being stumped as she did have more than a week to complete the relatively simple dress. Her possible solution could work but it would require some redesign and perhaps even scrapping what she had made so far and she was reluctant to do that without trying everything else she could think of. She pushed herself away from her work desk and made her way over to the kitchen and poured herself a glass of water. 

Elusive gently pushed the stressful thoughts from their mind and sent a calm wave of energy through their body. Rarity sighed and put the empty cup back down, something about a cold glass of water always put her mind at ease. Now with a fresh surge of determination she turned back to her work room only to stop when she heard a knock at her door, followed by the creek of it opening. 

“Rarity, are you busy?” a subdued voice whispered.

The hybrid blinked and turned to the door. “Pinkie?” 

The earth pony nodded. “I uh, was just wondering if you had a minute to talk?”

They didn't even need Elusive’s ability to taste emotions to know something was wrong with Rarity’s friend. Her usually bouncing mane was somewhat deflated but wasn't completely straight and even her bright blue eyes seemed dull. “Of course, whatever is the matter darling?” Rarity inquired.

The earth pony sighed and pawed the floor with a hoof. “Have you noticed anything strange with Sweetie Belle?” 

Rarity frowned. “A little, why?”

Pinkie Pie frowned. “Something happened today, something bad.” she looked around at the wide open boutique. “Can we talk somewhere else?”

Rarity blinked. “Oh, of course, of course.” She ushered the pink mare through the kitchen door and into the confines of the breakfast nook. “Is there anything I can get you?”

Pinkie shook her head only to stop. “What color of tea is supposed to help you go to sleep?”

The unicorn chuckled. “Green tea.”

“Yeah, I’ll have a cup of that, if you have any.” 

Rarity shot her  strange look but ultimately nodded. “Of course, it might take a bit for the water to boil though.”

Pinkie sighed. “Yeah that's okay, I suppose I should give you some background anyway.”

“She didn't do anything bad did she? I know one of Apple Bloom’s cousins was coming out but I haven't heard a peep from since she left to go welcome… Babs, was it?”

“Yeah.” PInkie sighed, deflating somewhat as she did. “Before I tell you, I have to ask you something personal.”

Rarity rolled her eyes as she placed the kettle on the stove and turning it up. “Fire away, as they say.”

“What do you think of changelings?” 

Rarity stopped and blinked, the container of tea sitting suspended in the air. “Why do you ask?” 

“It's just important, please?” Pinkie pleaded, breaking out her best watery puppy dog eyes. 

The unicorn sighed while her changeling half gulped, preparing for the worst. “They can't help who they are and although wrecking such a gorgeous wedding is a travesty, I can hardly blame them if what Celestia said was true.”

Elusive stopped her paranoid train of thought and quickly dug through Rarity’s memory, trying to find when Princess Celestia of all ponies would defend them. Sure enough a second later the image of Celestia standing over a guilt ridden Rainbow Dash leapt to mind. 

“Rainbow Dash, I will not tolerate such vile words in my presence,”tThe solar princess remarked, staring down at the cowering pony with righteous indignation.

“But it's true! They deserve-” 

Celestia stomped her hoof, sending a shudder through the cowering pony. “They deserve life, a chance to love and the opportunity to live outside of their despot’s rule. They are sentient creatures, Rainbow Dash, you best remember that.”

The pegasus scowled. “But!-”

Applejack stepped in and hoisted Rainbow Dash up. “If I may be so bold your majesty, I think were all just a might bit confused. If they are capable of being kind and whatnot like you said, then why ruin the wedding and attack everypony?” 

Celestia sighed. “This may sound strange to one as young as you but not everyone is afforded the same luxuries that we are.” She swept her hoof out across the horizon, beyond the walls of the throne room they found themselves in. “Out there, many beings still struggle for survival, barely able to meet their most basic of needs. These monsters as you label them, are merely another group of outsiders that do not have what we have.”

“Err right, but I think what Rainbow is really trying to say is that even if they needed something why not ask instead of just trying to take? Sounds awful cruel to not at least try and be diplomatic or what have you.”

“Yeah! If they can be nice and whatever than why didn't they?” Rainbow added, jabbing a hoof at the solar alicorn.

“Simply put, they were starving.”

Rainbow scratched her head. “So they were a little hungry, so what?” 

Elusive’s blood boiled as the memory flashed through her mind and she made a mental note of just how hateful Rainbow Dash and her earth pony friend truly were. Even then, with righteous indignation flowing through her, the changeling couldn't help but feel guilty as the memory played out. She had a very minor part to play during the invasion and didn't actually participate, but after seeing and feeling just how distraught these ponies had become she couldn't help but empathize.

The alicorn’s face grew tight and her jaw clenched. “Not hungry, starving. Wasting away, little left but skin and bones. You, who have been born into the thousand year summer of peace do not understand what it means to starve. To find no food to fill your belly for weeks or even months and though I pray you never know the feeling I hope you can learn to empathize.”

Elusive dismissed the memory and tried to push the scowl that threatened to come to their face. The memory had only taken a second but it had distracted Rarity enough that she shook her head. Pinkie Pie had watched as Rarity’s eyes glassed over for a second before returning to the present. The pink pony didn't quite seem convinced though and somehow Rarity knew that the earth pony didn't really understand the lesson Celestia had tried to impart to them those many weeks ago.

“Yes well, like I was saying. I may not look like the type of pony but I have done a fair amount of volunteering in my time and even worked in Manehatten for a month when I was much younger.”

Pinkie perked up, leaning closer to the unicorn. “Really, what did you do?”

The unicorn sighed. “I worked in a soup kitchen, it was a depressing and miserable place but it taught me a lot. One thing that I will remember until my final day was the day when a pony named Cold Runner came in.”

Pinkie shuffled a little closer, staring intently into Rarity’s eyes. “It seemed like a normal enough day and I was on till duty. Which really just meant I hoofed out the soup. When it came time to serve Cold Runner something strange happened.”

PInkie’s wide attentive eyes grew even larger. “What happened?”

“He tried to rob me.” Rarity stated calmly, taking the tea from the heat and pouring boiling water into the waiting cups. The unicorn turned and placed the cups on the table before squeezing into the breakfast nook across from Pinkie.

“What happened then? Why would he rob you?” Pinkie Pie asked.

Rarity sighed. “He was an… odd stallion. One whose fits of paranoia were well known and he was convinced we were going to close forever soon and thus was trying to steal the last of the soup for the day in an attempt to hoard it.”

Pinkie blinked. “But you weren't going to close, right?”

Rarity chuckled, blowing gently on her tea before giving a small swirl with her spoon. “Of course not, no soup kitchen has ever closed unless there are no homeless or hungry ponies left to serve.” She shook her head. “Anyway, after I understood what he was trying to do and why, I was left baffled. The tiny knife he held in his hooves didn't even look sharp and there was always at least one guard nearby and yet here he was. Trying to steal soup from a soup kitchen.” 

Pinkie Pie sipped her tea, listening attentively. Rarity took a sip as well before launching back into her story. “It was then that I realized what starvation truly does to a pony. It's not just something physical, but mental as well. Starving changes something in a pony’s minds and makes them do things they wouldn't normally do and ever since I have made it a goal of mine to feed anypony who needed it.” 

Pinkie Pie wiped away a tear and sniffed. “What happened to Cold Runner?”

Rarity smiled. “After taking to the local magistrate he agreed not to press charges and assured me that Cold Runner would get the help he needed.”

Pinkie Pie smiled. “That's nice, thank you Rarity.”

The unicorn blinked. “For what?”

The pink pony took one of Rarity’s hooves in both of hers and squeezed gently. “For reminding me of all the good amidst the ick.” 

Rarity blushed and gently pulled her hoof away. “Yes well, we must always remain vigilant and give when we can. Now, why did you ask my thoughts on changelings in the first place?”

Pinkie perked up, her mane regaining some of its lost spunk. “Oh yeah! I asked because well… I have friends that are changelings. I know some ponies don't like that but they are like us! They love and care and want to do what they can for their family, even if it's a little bigger than a pony family.”

Rarity nodded, long since having gotten used to Pinkies more… roundabout method of speech. “Yes, that is true but what does that have to do with Sweetie?”

“Oh right I…” She frowned unexpectedly. “A changeling I know got well… exposed and it didn't turn out well for her.”

Rarity suddenly felt the world grow more focused and she could feel her attention redouble on the troubled mare. “Go on,” Elusive commanded.

Pinkie Pie gulped. “Silver Spoon was who she was pretending to be. Now I know what you are going to say and she did not replace the filly!” 

The unicorn sighed. “That's good, though you shouldn't worry Pinkie. I know you wouldn't just sit idly by if a changeling replaced somepony.” 

The earth pony chuckled and puffed out her chest. “Of course! Pinkie Pie is ever vigilant against no good evil doers.” She chuckled softly. “Like I was saying, she got exposed and may have injured Sweetie Belle in her escape, which I’m sure she's sorry for!” 

Rarity gritted her teeth but nodded. “Yes well, I just hope we get a chance to talk about this.”

Pinkie nodded enthusiastically. “Of course! But that's not all I wanted to ask.” A frown crossed the pink pony’s face and she sighed. “There is no easy way to say this, but it seems like Sweetie Belle has a lot of hate in her heart, especially towards changelings. Would you know why?” 

Elusive pulled back from the mental controls of their body, not trusting herself to not give them away. The world quickly returned to the way it used to be before this morning and Rarity shook her head of the odd change in perception. “She was at the wedding but seemed fine after that. Maybe…” Rarity tapped her chin. “Maybe I should bring her by a psychiatrist, just to be sure.”

Pinkie nodded solemnly. “Good thinking, sometimes a stop by old mister Silver Touch is just what the doctor ordered.”

Rarity blinked. “Mister Silver Touch?”


“The psychiatrist. You know, lives down on Deerbrook lane. Little taller than you, brown mane, his birthday is coming up in a month.” 

Rarity giggled. “Of course Pinkie, I should have known you knew him.”

“Pfft, yeah of course. Everypony in town is my friend, plus he really helped me out a few times, he's a great brain doctor!”

The unicorn’s thoughts fell apart for a moment as she realized just what her friend had admitted to before silently berating herself for her lack of tact. Seeing help is not a bad thing, now focus and remember to thank the mare before it becomes an awkward silence. Rarity thought to herself. 

“Good thinking, Pinkie Pie. I wouldn't want some unseen trauma going without proper attention after all,” Rarity said with a smile, noticing the sentiment seemed to make the earth pony visibly relax. 

The earth pony drank deep of her green tea and smiled faintly. “This is really good tea. Thank you, Rarity.”

Rarity waved her hoof dismissively. “But of course darling, you should pick some up at the store when you get the time. It works wonders after a long day.”

“I think I might.” Her small smile grew and gave Rarity’s hoof an unexpected squeeze, only for her eyes to pop open. “Oh yeah, there was one last thing I was going to ask, but only if you were okay with it.”

The fashionista rolled her eyes. “I can't say yes or no unless I hear it first.”

Pinkie Pie rubbed the back of her neck awkwardly. “Right, well I know tomorrow is the day you and Fluttershy go to the spa and I was hoping that maybe you'd let me join you girls?” 

“Of course darling! Why in Equestria did you think I’d say no?” 

Pinkie winced. “Well I know I can be a lot to handle and well.” She twiddled her hooves and looked down. “Most ponies don't like being around a sad Pinkie.”

“We are friends Pinkie, that means if you are happy Pinkie, sad Pinkie or even smells a little like cheese Pinkie I still want to be with you.” 

Pinkie Pie giggled and hugged her friend tightly. “Thanks Rarity.”

The unicorn pushed PInkie back to hooves length and smiled warmly. “See you tomorrow at ten, alright?”

The earth pony nodded. “Sounds good! See you later Rarity!”

With the bounce returned to her step the pink pony pronked out the door, giving one last wave to the fashionista before disappearing into the street, a smile back on her pink face. Inside, and now alone Rarity sighed and put away the dishes after finishing her own tea. “That certainly was odd.”  She mused.

Pinkie had been more haggard than Rarity had seen in a long time and deep bags had hung under her eyes. Her mane and fur had seemingly lost their luster and Rarity couldn't help but notice that Pinkie hadn't been putting as much care into her appearance as she usually did. Evidently this problem that cropped up today was only a small part of what was bothering her.

As her thoughts lingered on the pink mare, Rarity couldn't help but feel… strange, about the entire interaction. Helping her friends was something she always enjoyed, that much was obvious but she had felt a stronger sense of satisfaction than usual. Was it merely the fact that Pinkie had a bigger problem than what Rarity usually helped with or was this something deeper? 

Elusive considered pushing the same thoughts onto Rarity that she had with Twilight but reluctantly held back. The chance to increase their love pool was a great one but the amount she had managed to gather from their little therapy session was already considerable and with Twilight’s love all but secured Elusive didn't really need more. Yet still, the prospect of increasing the number of Rarity’s lovers was an interesting one and Elusive was aware of the fact that Rarity seemed to be staring off into space, her mind running through her interaction with Pinkie. She looked down and stared at the hoof Pinkie had held only to blush and put it out of her mind. 

Maybe… Elusive wondered. She put out a small probing thought, touching Rarity’s mind with an image of the two mares hugging once more, paying close attention to the feelings that coursed through them. A soft smile came to their lips and the usual gambit of friendly love, devotion and appreciation but there was also something else, something more intense, and more personal than what one would come to suspect when thinking of a friend, even a close one. Though small, it was there, tantalizing Elusive with the possibilities therein. 

The changeling filed that information away for now, pondering on the implications if she used it while Rarity maneuvered their body back to the workroom and began picking over the dress that had stumped them with renewed intensity. Elusive pushed as much mental faculties to the mare as she could, hoping the added boost of concentration would help them finally put this dress to rest, while she continued to carefully consider the new bit of information she had gathered. 

Pinkie was one of those rare few who loved so passionately, so unconditionally that she drew changelings like a moth to flame and Elusive couldn't help but admit that she had felt that same attraction. Whenever Rarity was near the pink mare Elusive could taste her love, her appreciation and her boundless joy and it never failed to invigorate them. But along with that incredible love came sudden bouts of sadness and despair that almost made Elusive choke. 

It was a double edged sword, that much was clear and only the strangest of changelings could truly find their way to her side and stay there for any length of time. There was also the matter of Rarity’s feelings, small and unacknowledged though they may have been. Elusive was aware that herds were relatively common in Equestria though had fallen out of favor in recent years. Changeling culture almost demanded it in a way, as it created a small subnetwork within the hive that allowed changelings to cycle emotions more efficiently which helped the entire hive. With the connection all changelings shared, it also felt more natural to love more than one at the same time. Elusive herself also couldn't help but admit a budding attraction for the pink pony as well, as she had just the right amount of curves, and although not fat had the a little extra weight in all the right places. Which probably explained her attraction to Twilight… maybe she did have a type.

Elusive nearly chuckled at the thought, it seems as though Rarity’s more repressed desires were worming their way into Elusive’s mind and making the unicorn’s desire for chubby mares into her desire. Still, out of all the things to like, rounder ponies certainly wasn't a terrible one and Elusive had to admit that the soft touch of a plump pony was much more preferable to the hard chitin of a changeling. 

The changeling shuffled such thoughts to the back of her mind, tomorrow she would consider them more seriously, for right now the dress was beginning to bother even Elusive. Together the pony and changeling stared down at the fabric only for Rarity to suddenly stand up. “Ideaaa!” 

Oh, what is it? Elusive asked, already catching bits of pieces of the mare’s thoughts but unable to truly process the rapid fire of ideas that flew through their mind. All we need to do is shrink the flowers down add more and then add a subtle stripe pattern that would make the wearer appear a little slimmer! 

Elusive blinked. That, that's perfect! It would have to be really subtle though. 

Rarity scoffed. “Of course! Now, let's get this done!”





Her hooves were heavy, her body strange, her mind wandered and her soul faltered but she let no one witness such weakness. Her head was held high, her nose raised as if everypony she crossed was utterly beneath her. She didn't even look the guards in the eye as she approached her guest room and opened the door. With a flick of her horn the door was shut and the queen of the changelings was alone once more.

With a ragged sigh she collapsed to the ground, her breathing becoming hoarse as strength flooded out of her. She had enough presence of mind to at least ease to the floor unlike last time where her head nearly bounced her face off the ground as her hooves had given out beneath her. Long hairline fractures ran up and down her carapace, quickly becoming a network of spider web like cracks that would make any changeling wince in sympathy. 

By far the worse damage had been to her horn and already she could feel her power leak from the nearly broken tip of her once majestic horn. Something wasn't right, it wasn't supposed to move this quickly and the thought that her work might become undone out of freak chance would have drawn a snarl to her lips if she was capable of even doing that much. In reality she hardly had the energy to stand and yet she had to. She had to keep moving, to keep pushing even when her life hung by the barest of threads, she had work left to do and she would find no rest until it was done.

Calling upon some of the last dregs of her magic she mentally pinged her attendant, though the act took longer and took more out of than usual, it did indeed go through at least. Chrysalis could feel the dull impression of her attendant’s hooves as she walked down a hall near here. She had but moments to stand and appear regal as there was no way she was going to let anypony see her in such a state.

With a shuddering sigh she pushed herself up to her hooves and turned to the door, taking on an expression of annoyance and disappointment. Sure enough the attendant arrived, exchanged a brief amount of muttered words with the guards and was finally allowed entry. Chrysalis nodded at the sight of her attendant, the small changeling was little more than a year old but had taken to her role with such speed and skill that chrysalis couldn't afford to push her away. Even if she wanted nothing more than to allow her the same freedom she had allowed all of her nymphs. 

The petite, hole ridden changeling bowed low. “Good evening mother, you called?”

Chrysalis nodded, gesturing to the bed. “First help me sit, child.” 

The changeling nodded sadly and positioned herself next to the former queen who threw a leg over the smaller changeling’s side and silently shuffled closer to the bed before finally falling into its plush embrace. With a sigh of contentment the older changeling smiled and patted the spot next to her on the bed. “Come, sit. We have much to discuss and not nearly as much time as I would like.”

The little changeling frowned but did as she was told, snuggling up beside her former queen. “What is wrong my queen?”

“Your future queen is growing much faster than expected and is pulling on my connection.” The former queen sighed. “It won't be long until the strain becomes too much.”

The petite changeling gasped. “Will we have time to at least complete the peace talks?”

“I… don't know anymore.” Chrysalis shook her head. “It matters little, as I have constructed a list for you to use if I am to pass before the talks are complete.” The larger changeling pointed over to the end table where a scroll sat bound by a simple green wax seal next a far more ornate scroll inside of a glass cylinder and sealed in both ends by a thick emerald.

The smaller changeling shook her head and took her mother’s hoof in her own. “No, you can't go! Not yet! Do you need more love?”

“No!” the larger shouted, stopping the love transfer spell her daughter had started. “No.” She replied, softer. “Any love given to me is a wasted effort.” 

The little changeling frowned, her large eyes looking up at her mother. “But you are hurt! Your carapace looks like you fought a dragon!” 

Chrysalis chuckled softly and gently laid a hoof over the younger changeling's head. “Worry not little one, this pain is nothing.”

The changeling pouted and pulled the large black hoof from her head. “Fine, but I’m going to tell Celestia to speed things up, and I'm not going to take no for an answer!” The changeling winced prematurely.

Such blatant disrespect would have earned her a severe punishment but the adorable show of loyalty touched the older changeling and she smiled gently. “That is a wonderful idea, I can already tell that Luna tires of these talks and with Celestia’s help I'm sure we can speed things up.” 

The wincing changeling blinked. “Wait, really?”

“Yes really.” The changeling pressed her hoof against her daughter’s nose and giggling at the sight of her small eyes staring straight down at her nose.

The changeling sneezed adorably and shook her head. “Is there anything I should know. Just in case?” 

Chrysalis nodded. “Everything about the talks is written in the scroll not in the tube. It should be detailed enough to guide you through the last leg of the talks, there is also a small memory crystal inside that you should give to Celestia if you need to further convince her that the note is legitimate.” 

“And the other one? What's so important that you would seal it with emeralds?” 

“It is a gift to Celestia, something that I, or you, will give her when the talks end.” She sighed. “As for what is inside there is a letter to her, as well as another memory crystal but that is for Celestia’s eyes only, understood?”

The little changeling nodded eagerly. “Okay, mother. I trust you.” Chrysalis smiled weakly, only to yawn suddenly. “Oh! I better let you get your rest, let me know if you need anything my queen.” 

The changeling tried to get off the bed only to find her body wrapped in the soft green light of her mother’s magic. “There is one thing I require.” 

The smaller shapeshifter found herself suddenly turned around and pressed firmly against the elder changeling’s chest. “Oof. and what is that, my queen?”

“A little company. Stay with me little one, I fear the nights grow cold and the blankets are not enough.” 

The changeling giggled, pressing herself up against Chrysalis’ chest. “Of course my queen!”

The former queen chuckled and ran a hoof down the back of her daughter’s head. “Say, did I ever tell you the story of what happened before the ponies came to Equestria?”

The aide looked up, curiosity in her eyes. “I thought we were made by Discord.” She scratched her head. “Or a pony wizard?” 

Chrysalis snorted. “Neigh little one, neither the changer of ways nor Starswirl created us.”

The smaller changeling cocked her head. “Then who did?”

“The old ones did, we were grown to serve them and protect them. Bonding with them at a young age so we may help them and if necessary give our lives for them.” Chrysalis’ proud expression grew sad. “But when they left for the great beyond, we were abandoned. Leaving us directionless and starving. Eventually we learned to leach love from other creatures but it was never enough.”

“Is that why we are always hungry?”

She sighed. “Yes, unfortunately we were not meant to serve any, but the old ones and the creatures left behind after their departure were paltry meals compared to the fiery love that the old ones supplied us. In time I tried to rebuild, to make us into something more than servants and tools.” the former queen slumped, the weight of eons resting on her shoulders. “But that failed, we were never meant for an empire of our own, and so we return to our purpose, we return, to servitude.” 

The changeling brushed aside Chrysalis’ hoof and stood up suddenly. “No! We are not tools mother! The ponies might be weird but they are nice. Mister Stronghoof even brought me flowers after he heard I was sad.”

Chrysalis chuckled. “Yes the ponies may be nice, but we were meant to be slaves my child. No matter if the master is kind or cruel, they are still that, a master.” 

The tiny changeling stomped her hoof as hard as she could, which wasn't much due to her size and just how fluffy the bed was. “You are not listening, Momma! The ponies don't have slaves but allies and friends! Even the cows and pigs that act like little more than slaves still have rights.”

“Calm my child.” The small changeling’s defiant expression faded and allowed herself to be pulled back into Chrysalis’ embrace. For a long while they said nothing, merely laying in an uncomfortable silence for what felt like minutes.

Finally, Chrysalis sighed and ran a hoof down the smaller changelings’ head. “You know little one, I actually said the same thing when I was young.”

“R-really?” 

The older shapeshifter nodded. “Ponies are not like changelings though, they fear, they hate, they do not flow like the hive does, they do not feel the same pain they give to each other and though they seem harmonious they are just as capable of disharmony as the chaos races that litter this world.”

The aide pulled herself closer, pressing her face against the cracked chitin of her mother. “I know,” she whispered. 

Chrysalis pulled the curtains closed with her magic and pulled up the blanket until it covered them both. “Sleep now, child. We have much to do and very little time to do it.”

“I know mother. I love you.”

“I love you too little one.” Chrysalis leaned down and gently pressed her lips against the smaller changeling’s forehead.





Twilight pressed her cheek against Rarity’s chest and sighed contently. “Enjoying yourself?” Rarity asked, smirking at the serene smile on her pet’s face. 

“Yes master,” Twilight whispered back.

“Good girl.” Rarity reached down and ran a hoof down the mare’s cheek. “How was your day, darling? In all our planning I never got to ask you.” 

Twilight sighed, and hugged Rarity’s waist a little tighter. “Stressful. After you left it seemed like everything that could go wrong, did go wrong and I ended up all over town before finally being able to relax around supper. Which sucked because I could hardly feel my legs.”

Rarity giggled. “Sorry darling, next time I’ll try and hold back a little.”

Twilight looked up at her, her eyes narrowing. “Really?”

Rarity lifted an eyebrow, looking down at Twilight incredulously. “What do you think, my pet?”

The other unicorn chuckled and nuzzled back into her master’s chest. “I think fulfilling your orders are worth any amount of inconvenience.” 


“That my pet, is the right answer.” 

Together the pair cuddled silently on the large fainting couch Rarity kept in her basement. Though the room wasn't exactly romantic, as it was nearly filled with boxes of various old dresses, things Rarity’s parents had asked her to store and more than a few sizable containers of random nick nacks. Still, there had been enough space left over to bring down the couch and a stand for a record player and that was enough for the two mares. The soft music playing in the background was nice, as was the expensive satin couches but neither of things mattered to the two ponies.

They were there only for eachother, and though Rarity had initially complained about the dust she was forced to admit the necessity of the room, as the basement was the only room that had no way for Sweetie Belle to sneak up on them. Which was odd as her little sister has usually respected her desire for privacy but when her and Twilight had attempted to find some peace and quiet they were endlessly interrupted by the filly. It was strange but in the end it had worked out for the best. Besides, it was rather nice that they were both hidden away from prying eyes, with only each other for company. 

Rarity sighed, her hoof running through Twilight’s mane as the unicorn nuzzled against her pure white coat. “This is nice,” Rarity muttered. 

Twilight hummed her approval. 

Together the mares lay in silence, both enjoying the first real lul in their relationship. For Rarity it felt right, as up until now everything felt as though it were moving a little too fast. Now that they were alone and able to simply enjoy each other’s company she felt as though everything was as it should be. Sure the start of their relationship hadn't been what she expected but Rarity had to admit that it was pretty romantic, in its own strange way. I wonder if Twilight feels the same, we did move awful quickly, she thought.

“Twilight?” Rarity asked hesitantly.

The lavender mare’s eyes opened and she looked up. “What is it Rarity?”

“I was just wondering… We aren't moving too fast, are we?” 

Twilight shrugged. “I have never really been in a relationship before but from what I have read this does seem fast.” Rarity frowned. “But, it feels right. Like I was meant to be here, serving you and doing anything you desire. I wouldn't trade us for the world.” She sighed and fell back into Rarity’s embrace, her head pressing against the white mare’s soft fur. 

The unicorn sighed contently, and Rarity couldn't help but smile. Twilight may be naive but that girl is more intune with her feelings than she realizes. Pushing her thoughts and worries from her mind, Rarity resumed petting her pet, merely immersing herself in the moment and not allowing her pesky thoughts to ruin anything.

Elusive had taken a metaphorical back seat to the exchange, not having to worry about influencing either side as they were both doing exactly what she wanted. Love flowed as easily as the wind does on a cool day and the changeling half of Rarity eagerly drank deep from the endless well. Sure it might have been possible to get them more heated and more willing to indulge their more base nature but that would be tricky as the two has specifically set aside this time to talk and relax together without pressure. Besides that, Elusive also had to admit that she sort of liked the change of pace.

Quietly sitting with another being was a rare occurrence as the changeling hadn't had a moment to simply relax in years, even before her merger with the element of generosity. Perhaps this was enough… The love was decent, the company was acceptable and host’s relaxed thoughts were pleasant.

The changeling allowed herself to fall into Rarity’s mind and be immersed in the love and acceptance the mare felt. Minutes passed by as the two beings merged completely, neither noticing as their perceptions becoming twisted and changed until a sudden bolt of panic shot through them. 

Rarity jerked upwards in the couch, Elusive pulling back completely and quickly quarantining her section of their mind. “What the?” Rarity muttered, looking down at her suddenly trembling hooves.

Twilight blinked. “Is something wrong Rarity?”

“I… Don't know.” She pushed her hooves together, willing her limbs to stop shaking. “I suddenly felt a wave of panic and a desire to see my mother.” 

“Is she off doing something dangerous?” Rarity shook her head. “Huh, weird. Did you eat something strange? I find my mind will do that if I have to much ice cream before bed.”

Rarity chuckled and shook her head, trying to push off the strange feeling that lingered over her. “Well I did have a sundae for dessert…” The odd feeling dissipated quickly, her trembling hooves becoming still as her heart stopped pounding in her chest.

“Odd,” Rarity muttered, looking down at her hooves.

Elusive meanwhile was anything but calm and was frantically attempting to figure out what the strange psychic ping meant. It had filled her with fear, horrible, primal fear and the only thing she seemed able to pick out of the mental mess that was the message was an image of her mother. She was weak, broken and seemed on the brink of death in the image, which chilled Elusive to her very core. If the original queen died too soon the new one being created within her would accelerate its growth in response, attempting to fill the power vacuum left behind as quickly as possible. 

Elusive’s mind was left spinning with possibilities at the sudden message. Had Celestia done something to Chrysalis? No that seemed unlikely as the image of her mother had shown her in a guest room and not at the end of a pony spear. Poison perhaps? That was hardly Celestia’s style but with Luna’s return it was a possibility. Even then, the changeling’s unbonded biology was unlike any creature on Equestria and she doubted even the mistress of the moon would know enough about changelings to concoct something effective the shapeshifters. 

What was different? The changeling put up more mental walls between her and her host, hoping her musing had not been accidentally picked up by the unicorn. One peak into Rarity’s mind and through her eyes was enough to dissuade that thought though as she was as calm and serene as ever, merely laying there while her hoof ran through Twilight’s mane. 

The egg, it had to be the egg. A bonded pony had never carried a royal before and despite the  fact that Elusive knew it should be possible, they were still in uncharted waters. Still, that left the changeling with the question of why? Their partly pony body was barely able to carry the growing royal, why would it speed up its growth?

Elusive pushed that line of questions from her mind as there was little she could do about it. Sure it was possible to tamper with their womb and its support organs but it had taken the changeling days to perfectly rework their reproductive system and doing it again, with the royal growing inside her, would make the work extraordinarily difficult if not outright impossible. With the why out of the way, all that she was left with was the what? As in, what was she going to do about it?

She would have to redouble her efforts to gather love, that much was obvious but perhaps there was another way. She hesitantly reached out with her psychic perception, feeling the world around her. She could easily feel every facet of Rarity’s being with ease due to their connection and even Twilight’s mind was relatively easy to get a read on due to how close they were and how relaxed the pony was. She could even feel the distant lines that connected her to her brothers and sisters but they were… thin, barely held together. 

It was a strange sight to say the least, the lines connecting their hive were still there and still connected every changeling to their former queen but seemed to bend toward Elusive and Rarity. As if they were preparing for the time when they would sever entirely and connect with a new leader of their hive. All of which struck the changeling as odd. 

For one, she should not have access to such a powerful sight, as a normal changeling only received vague notions as to the location of her fellow changelings and a relatively clear sense as to where the queen was. Now, she could clearly see the lines and if she had the presence of mind and a map of the town she could probably pinpoint every ling in the area down to the block. Had her proximity to the new queen granted her some sort of ability, or perhaps it was the changes to their shared mind, or a third factor? 

Again, Elusive pushed the thoughts from her mind. 

She had options now, ones she didn't have before and though even considering it felt almost like heresy, there was one tantalizing opportunity now presented before her. With her newfound psychic ability she could pull the strands closer to her, or guide the waves of energy coming from their former queen into her instead of the egg. It would no doubt change things even more, but perhaps it would slow the rapid pace of the royal’s growth to something more manageable.

She hesitated. It wouldn't be hard to take some of that power for herself but… should she?

Her logical side said no, messing with the royal anymore introduced yet another set of variables that she couldn't comprehend but her emotional side said something very different. Let foals be foals. Elusive blinked their eyes, confused as to where the sudden thought had come from. Odd. 

Pulling back into her quarantined half of their mind Elusive pondered their predicament in a new light. Was it fair to really ask the new queen to take over so soon after the loss of their last one? 

To a changeling no, but this wasn't a normal changeling royal. It would need more time to learn, and adapt to the strange new world it found itself into. Perhaps it would be the best if Elusive eased the burden of leadership on the unborn royal.

Before she could muster a second thought, Elusive reached out and tugged on the string. Directing it towards her and away from the growing royal resting within her body. 

The effect was immediate, her mind expanded, her perceptions shifted and the egg seemed to lay more still, the dull throbbing that had been emanating from it finally dissipating. An alien feeling of responsibility settled on Elusive’s mind and she instantly realized that she was lacking something, something important to her burgeoning hive. 

The hive itself.

Rarity blinked, rubbing her eyes awkwardly and trying to will away the strange light the room had suddenly been cast in. The colors were sharper, the features of the room more distinct and a sliver of worry wormed its way into her mind. This strange feeling had passed through her a few times over the past several days but never quite this bad. 

“Rarity, are you alright?” Twilight asked, her brow furrowed with concern as she stared up at Rarity.

“Yes, yes. I’m fine darling. Just had some dust in my eye is all.” 

Twilight frowned. “If you are sure…” 

“I am absolutely sure. But now that I think about it, there is something you might be able doude to help me.”

Twilight hopped up, her eagerness getting the better of her. “What is it?”

“I think I could use a kiss.” Rarity leaned forward, her hooves wrapping around Twilight’s neck and pulling her closer until their lips touched. 

Elusive sighed, easing off the mental controls and pulling back her awareness. The sudden realization that she needed more love had made her panic at first and want to crank her host’s arousal all the way up but she quickly thought better of it. It didn't take much for their endowed girlfriend to get hot and bothered and Rarity herself seemed to have a bit of a hair trigger as well. Which in turn made it a simple matter of giving their body a shot of arousal and activating only a small part of their pheromone sacks before sitting back and watching as the fun played out. Still, even with the increased love now flowing into them, Elusive knew it wouldn't be enough. With Chrysalis deteriorating as quickly as she would it would be necessary to begin a stockpile as Elusive knew the rest of the scattered swarm would begin to find their way to Ponyville sooner rather than later.

Which meant more love, more sources and she would need to integrate more of her changelings with accepting ponies. Worse still they would need a place to stay when they began to arrive and if she had all nearby changelings gathering it would be difficult to pass off the sudden appearance of dozens of new ponies moving to Ponyville out of the blue. That was unless, they had a hive constructed, which would make it much easier to hide the sudden influx of citizens in Ponyville. Alas she only had a small number of lings under her temporary command, which meant choosing one or the other.

Elusive stifled a sigh, making it sure it didn't reach their face. There was no way she was going to let them return to their old methods, of draining ponies dry and then merely tossing them aside. Such methods were cruel, and though necessary at the time, Elusive refused to entertain the thought of doing such a thing to the ponies. 

Like it or not, she was part pony now and though she tried not to, she empathized with them and she doubted she had the determination to return to such barbarcy, even with her changeling’s lives on the line. 

There's no other way, she needed more love, and other than helping to repair the relationship Rarity had with her sister and making more time to visit her friends, there was no faster way to gather love than to take another lover.

Which meant she would have to push what they had with Twilight and potentially gamble the gains she had. The thought stirred something in the changeling and though she wanted to push it down she found herself unable to at first. Only through several seconds of focus did the rising tide of guilt finally recede, for now.

Thankfully Rarity was still ruminating on the same thing and it didn't take much prompting for the mare to voice her thoughts. “Hey Twilight…”

The lavender mare blinked and looked up, only to see the serious look in the other mare’s eye and get all the way up. “What is it Rarity?”

“Well, don't get alarmed but I was just wondering what you thought of… herds?” Rarity winced, ready to hear the worst. 

The mare shrugged. “My parents used to be in a herd, but their third ended up passing when Shining was very young and before I was even born. Mom always said Shining was their silver lining.” Twilight shook her head, clearing her mind of such thoughts. “Why do you ask?”

“N-nothing I just…” Rarity sighed. “I’ve never really allowed myself to think about well… mares, and now that I finally opened up, I’ve been, thinking a lot about it.” She sighed. “Sorry, I’m a bit of a mess.”

Twilight chuckled and placed a gentle kiss on Rarity’s stomach. “I’ve always been told sharing is caring and I wouldn't mind if you let someone else into our lives. Love is meant to be given freely, after all.” 

“That's very… grown up of you Twilight,” Rarity remarked.

Twilight frowned. “What did you expect me to say?”

Rarity chuckled, placing a hoof on her girlfriend’s chest. “No, no you mistake me darling. I was merely a little paranoid and feared the worst is all. Besides, I must admit I might be reading the signals wrong anyway so this all speculation.”

“I just don't like it when ponies think I'm like the other Canterlot nobles.” Twilight crossed her hooves in annoyance.

“Speaking of which. What noble house are you from originally anyway? I had always heard talk that you were nobility but your parents’ home was so… modest.” Rarity winced. “You know what I’m trying to say.”

“It's an old house, there are only a few distant descendants left. Separated by so many centuries that we can't even be called relatives anymore. The house is called Sparkle now, but it used to be called the house of Moonlit Echoes.” The mare smiled wistfully.

“That is much more… poetic. I assume the name changed after Luna rebelled?” 

Twilight nodded. “Yeah, they were loyal to Celestia and wanted to show their support.” The mare shook her head. “But I’m sure you didn't ask me to come down to your basement to talk about ancient history.”

Rarity gasped, placing a hoof over your heart. “Are you saying I am not the type of mare to take interest in my pet’s life?”

Twilight blinked, nearly falling backwards. “N-no, I just-”

The fashionista leaned forward and closed the other mare’s mouth with a hoof. “I am teasing you darling.” The other mare blushed, drawing another giggle from Rarity’s lips. “You are just so cute. I could just shove you between my legs and hold you down there all day.”

“Ooh Rarity.” Twilight shivered. “You are the sexiest mare in Equestria.”

Elusive stifle a giggle at how quickly the two mares seemed to remember how heated they had been and eagerly jumped right back into what they had been about to do.

Rarity tossed her bangs to the side and smirked. “I know, darling.” She looked down at Twilight, her eyes sparkling as ideas ran through her mind. “Perhaps I should do just that.” 

Twilight gulped. “Anything for you, master.”

“Good girl, did you remember the lessons I gave you last night?”

Twilight nodded eagerly. “Yes master, I also may have read a few books on the topic.”

Rarity giggled and reached down to ruffle the girl’s mane. “You are adorable.” A sudden push of her magic sent Twilight onto her back. “Good, I expect to you to be able to bring me to the best orgasm of my life in under three minutes, understood?”

Twilight gulped. “Yes ma’am!” 

“Good.”

Then before Twilight had a chance to ask what exactly the mare had in mind she lifted herself up, turned around and sat directly onto Twilight’s face. Instantly the lavender mare’s vision was filled with the delicious sight of her lover’s dripping wet cunt. The mare’s nostrils flared, filling her with the sent of Rarity’s intense need. Twilight knew she wasn't in heat, but the sheer power of Rarity’s scent made her wonder if it was a possibility.

The image of Rarity heavy with Twilight’s foal was an arousing one, so much so that she could feel her cock slip forth from her sheath. Between the thought and the fact she did not have to wear that invisibility charm around Rarity Twilight quickly reached half mast, her male anatomy more than happy to no longer be constricted. With a newfound appreciation of her lover in mind, Twilight eagerly got to work, pulling down Rarity’s plot the last inch and signalling that she was truly ready for what was coming next. 

Getting the signal, Rarity settled down onto Twilight’s face, adjusting her hips in order to get a good spot that was comfortable for the both of them and didn't suffocate the poor girl. After a few seconds of shifting around a spot seemed to have been found and already she could feel Twilight’s tongue getting to work. Rarity moaned, arching her back and revelling in the sense of power and dominance that still felt new to her. 

When her eyes opened she could see the lavender mare’s cock resting against its owner’s stomach, its twitching length slowly growing harder as Rarity asserted her dominance. The dominant mare tsked at the sight of her girlfriend’s cock, reaching down and giving it a flick with her hoof. Twilight groaned, even the small flick enough to make her still sore cock to twitch madly at the brief touch.

“Oh my, someone is eager. You better hurry up and make me cum or I might not let you finish for the rest of the night,” Rarity remarked, while giving the head of Twilight’s cock a short caress.

Twilight liked to think that she was a mare of will, of determination but the thought of being forced to pleasure her girlfriend while she was unable to cum for an entire evening was enough to make her worry. She had masturbated every single day since her balls first dropped and even then she sometimes needed to jack off multiple times a day just to make sure it stayed down. Combine that with the increased sex drive she had been experiencing since she had first had sex with Rarity and Twilight wasn't sure if her little secret would stay a secret if she couldn't cum.

With that firmly in mind she reached up and gripped the mare’s hips in her hooves and dove deep into the alabaster mare’s pussy, pressing her tongue deep in one long lick. Rarity shuddered at the feeling, Twilight had learned quickly that the deep lick as she liked to call it, always brought a smile to the fashionista’s lips. Something about the deep and sensual kiss made something turn in Rarity’s gut and a jolt of pleasure to assault her mind. 

After that Twilight settled into a fast, yet comfortable rhythm of playing with Rarity’s clit before giving the mare’s cunt another deep long lick before returning to give more attention to her love button. Sighing contently, Rarity placed her hooves on the other mare’s chest and arched her back slightly, allowing Twilight to get a slightly better angle on her cunt while also allowing Rarity the perfect opportunity to make things a little more difficult for the lavender mare.

As Twilight finished another deep lick and was returning to Rarity’s large, engorged clit she suddenly let out a strangled eep. Rarity had given her cock a hard smack, with enough force to make her body grow stiff and to temporarily forget her duty to her master. 

“Two minutes,” Rarity said simply, shocking her pet from her stupor. 

Instantly the mare got to work, redoubling her efforts on Rarity’s clit and trying to block out any distractions. Rarity knew Twilight was more than capable of bringing her to an orgasm in under three minutes so it seemed only right to make things more interesting. Grabbing the mare’s cock in her hooves she planted a kiss against the spot she had smacked before bringing her lips up to the head and gently biting the spongy head of her girlfriend’s cock. 

The twitchy librarian stopped once more, though she returned to work much faster than last time, having caught on to Rarity’s little game. Who in turn giggled when Twilight’s pace redoubled once more, growing as manic and pleasurable as the night before. That's a good girl, don't stop. Momma wants to cum nice and hard all over that pretty face of yours. 

Elusive couldn't help but agree with Rarity’s thought. Her own desire to dominate and control intermingling with the unicorn’s repressed desires to be worshipped and fawned over. With everything go perfectly, the changeling merely pushed her way to the back of their mind and submersed herself into the raw pleasure coursing through their body. 

Twilight’s attempts to pleasure them were admirable and she had come a long way since the night before, her clumsy attempts replaced by far more skilled ones. Still, even with her newfound experience and learning Rarity could tell her teasing was having an affect. Each time she slapped, nibbled or kissed Twilight’s cock she could feel the mare squirm under her from a mixture of pain and pleasure. 

Rarity wouldn't have tried something so strange and potentially painful with a new partner but she knew Twilight had a thing for pain. Not excruciating pain but small nibbles, bites and slaps sent shivers through the normally reserved mare’s body and brought a moan to her lips. Rarity herself couldn't quite understand why she enjoyed such minor discomfort but she didn't really care for she found she enjoyed dishing it out as much as Twilight enjoyed taking it. Which isn't to say she was a sadist, rather the unicorn enjoyed the cute moans, twitches and shameful little blushes Twilight made whenever Rarity pulled, pinched or nibbled any part of Twilight’s anatomy. 

She was reaching down to pick up Twilight’s cock once more when all of a sudden she felt something press against her back door. “What is… oh my.” Rarity purred contently when she felt the solid magic construct push its way into her ass.

Twilight would have grinned if she wasn't muzzle deep in Rarity’s cunt, her tongue wrapped around her master’s clit while also casting a spell. The fact that her concentration was being pulled in several different directions was difficult but not by much, she was an accomplished mage after all. Even with Rarity’s teasing and her own ministrations, the drain at casting and maintaining the fake cock was infinitesimal. 

“Deeper my pet, deeper.” Rarity urged, her teasing temporarily forgotten as she felt the surprisingly thick, fake cock slide into her rear and surge several inches deep. 

Twilight eagerly obliged, willing the fake cock much deeper, until the entire glowing, fake cock disappeared into the mare’s backside. Thankfully Twilight had no trouble maintaining it even then and was rewarded with the feeling of Rarity’s pussy quivering and her inner muscles spasming. Rarity’s moaned and arched her back, feeling the fake cock surge deep inside her only to pull out a few inches and slam back inside. 

The normally quiet mare continued to moan with every new movement Twilight made and the librarian would have giggled if she could. Going from the moment Rarity had only one hole filled, to having two filled was like night and day. Rarity moaned audibly, uncaring for who might hear the fruits of Twilight’s labor. Her body grew tight, her muscles occasionally twitching and her teasing stopped entirely as she was caught up in the waves of pleasure coming from her filled holes.

“Oh that is so good, don't stop now my pet, you only have a minute left,” Rarity remarked.

Twilight once again poured herself into the act, devoting every ounce of her attention to pleasuring her master’s dripping cunt while maintaining the spell. By now her mouth was filled with the other mare’s juices and she was forced to swallow occasionally lest her entire mouth be filled. She wasn't sure if this was normal, or just a Rarity thing but it was kinda sexy.

The sensation of being utterly marked by the other unicorn’s scent, her fur thick and matted by the mare’s dripping cunt was an arousing one. Twilight’s logical side was usually the victor in most decisions but in this regard it had no chance. Having her nostrils filled with Rarity’s scent while her mouth was similarly filled with her taste was a potent combination and adding to that was the fact that she was also marked by the mare. To Twilight this was the perfect combination and ticked every box of her submissive personality perfectly. 

Rarity blinked, recoiling slightly and shielding her eyes. The random spurt of pre that had shot forth from Twilight’s cock splattering harmlessly across the mare’s own belly, with only a single dollop landing on the fashionista’s perfect fur. She tsked, wiping her hoof off on Twilight’s chest and further marring her purple coat. 

“Control yourself, darling! You best control that fountain you call a cock or else I will have to find a way to make sure you cannot cum without my permission.” 

“Yes Rarity.” Twilight tried to say, though her words came out closer to, “Mmf mfity.”

Rarity giggled, giving her plot a wiggle and letting out another low moan. “Less than thirty seconds darling, you better hurry.” 

In reality, Rarity was quite close to cumming but the sudden panic she felt from her lover was adorable. She really is too easy to tease, isn't she? Elusive remarked.

Quite, the poor girl takes everything we say to heart. Still, it is quite adorable, no? 

Elusive smirked, bringing their attention to Twilight’s twitching cock. How much do you think we could get out of her before she finally cums? 

Rarity blinked, giggling evilly at the thought. Quite a bit I would think. 

The pair reached forward, wrapping their lips around the head of Twilight’s cock before diving down its length. Burying it inside their throat in one swift movement, their lips now firmly pressed against Twilight’s crotch. 

The sudden surge of pleasure had its desired effects and Twilight stopped for several seconds before doubling down on her job and getting right back to work. Rarity made a note on commending her pet for her quick reaction, but she would have to save that comment for later, right now they had a blow job to give. 

With so little time left before her own orgasm arrived, Rarity had to break out all the stops. One hoof cupped under Twilight’s balls, giving them a gentle squeeze each time her chin pressed against Twilight’s chest. The effect was immediate and every few times she went all the way back down Twilight’s long cock she was rewarded with a spurt of pre that was eagerly swallowed. Sure enough within a few seconds she had already swallowed several mouthfuls of spunk, and still Twilight seemed undeterred.

Twilight’s spell still held strong, her attention unwavering despite the fact that she could feel her orgasm coming. More importantly she could also feel Rarity’s coming as well, though the other mare was far less obvious than Twilight. The fashionista twitched, and moaned just as before save for now she did so with such gusto that Twilight worried Sweetie Belle might hear them.

Other than the slight increase in volume, Rarity also muttered under her breath as she got closer, mumbling incoherent words and occasional profanity that the mare herself didn't seem to realize she was doing it. Still, it wasn't like Twilight was without her ticks, as it was about this time that her cock began to spurt pre wildly, and twitch just as madly. The rest of her body followed suit and with both ponies knowing the other was close, poured on the speed in an effort to outrace the other. 

Seconds ticked by as the room was filled with the wet slap as Rarity’s mouth met Twilight’s crotch. The soft thump as the magical cock plunged back into Rarity’s purt butt hole, or the audible slurping noises coming from Twilight’s mouth. All of which blended with the intermingled moans of the three beings in the throws of ecstasy. 

In the last few seconds Rarity abandoned all attempt to keep track of the time left, and merely let herself go, allowing Twilight the win and ushering in a powerful orgasm. The lavender mare had mere moments to celebrate her victory before she felt her own orgasm arrive and her cock began shooting her load deep into Rarity’s waiting mouth. 

Twilight and Rarity both swallowed without hesitation. The lavender mare eagerly lapping up the spray of juices that came from her partner. While the alabaster mare drank every last drop of cum that came shooting out of Twilight’s cock. The fact that the cock was buried in her throat only made things easier and enabled her to merely sit back and swallow occasionally during particularly large loads. 

Eventually their respective orgasms faded and their lust dissipated. 

Twilight pulled back, her magic having long since dissipated sometime during her orgasm. The mare gulped down the fresh air greedily, replacing the stale air she had been forced to hold in her lungs for the entirety of Rarity’s orgasm. 

Rarity herself took a little long to pull back, waiting until Twilight’s cock eventually softened to the point that it slipped from her lips and back into the mare’s sheath. 

“Mmm.” Rarity licked her lips. “You taste wonderful, my pet.”

“Not nearly as good as you, my master.” Twilight shivered as the words left her lips, the thrill of letting her inner submissive tendencies come out making her shiver. “I could stay down there all day.”

Rarity chuckled and gently pulled away, repositioning herself behind the mare and pulling her into the fashionista’s embrace. “Careful darling, I might take you up on that.”

Twilight blushed. “Well I would…” 

The dressmaker smiled fondly and ran a hoof down Twilight’s thoroughly soaked face. “That's a good look for you. You should keep it.”

Twilight’s blush deepend and she pushed herself a little closer to her master. “I wish I could.”

Rarity smiled, Twilight’s pure, almost naive love bringing a tingling sensation to her belly. Elusive meanwhile was smiling right along with her host. Their love reserves were nearing full and even with her desire to begin putting away more love she would have enough for some major changes to their body. Though then again… there was another idea that stubbornly refused to leave Elusive’s mind. 

She could save up, stockpile some love and wait until she had enough for a truly dramatic change. Something that would give them another ace up their sleeve and grant another layer of protection to the growing royal inside them. That thought pleased the changeling parasite and despite the fact that it would require a lot, and would bite into their love supply it would be worth it. Which in turn would only increase the need to find additional ways to increase the love they could gather.

She pushed all thoughts and plans from her mind for now, waiting until later when she would have ample time to consider them. As she peered through their eyes Elusive found themselves locked in a heated make out session with their pet, who was blushing heavily, her eyes firmly shut.

Rarity pulled back, and smiled gently. “You are so adorable.” 

Twilight giggled. “You are so sexy.” 

“I know,” Rarity said with a smirk.

Twilight playfully slapped the other mare’s shoulder. “And so modest too.”

Rarity giggled, snuggling a little closer to her pet and sighing contently. “That was nice.”

Twilight sighed in turn and wiggled a little closer to the other unicorn. “Mmhmm.”

Eventually the pair reluctantly parted, slipping up the stairs and making their way to the door. Once there the two shared a tense moment, a brief kiss and a fond farewell. With her host’s day winding down, Elusive could finally begin to plan her night.





When sleep finally claimed Rarity her dreams were troubled and strange, and she remained completely unaware of her body picking itself up and walking to the door. Elusive grunted as she forced a bit of love through her horn in order to power a simple levitation spell. The door to her room opened slowly, revealing the black hallway beyond. With her love stores now mostly emptied save for what she needed she was painfully aware of how little she allowed herself to keep. 

The work on her body would be difficult and love consuming and required a considerable amount of love in order to complete properly. With that in mind she quickly shut off her horn after the door to her room was silently closed behind her. 

Their shared body was easier to maneuver than last time thanks to their increased connection but they were still quite clumsy. Thankfully the stairs were easier this time and Elusive slowly trotted towards the door outside, careful not to knock anything over. 

With that done, she waited, staring intently at the door. Her emotional senses were still dulled due to half their mind being asleep but it was easy enough to focus it forward, compensating for its weakness by forcing it in a single direction. Sure enough, as if on cue she felt a small directional burst of hope, tempered by a sharp undercurrent of worry. 

That can't be good. 

The changeling parasite opened the door and peered into the darkness. A second later the distinct form of a changeling shimmered into existence and quickly stepped inside. 

“Why would you use so much love on invisibility? Were you followed?” Elusive asked, quickly, glancing about.

The changeling panted and put up a hoof. “By the first mother that's difficult. I’ll never understand how you infiltrators do that for hours on end.”

Elusive wished she had the mental capacity to roll her eyes. “Were. You. Followed?”

“No.” The changeling took a deep breath and stood up straight. “I just, felt like I was being followed but I managed to lose them at around eighth and strawberry street.”

“Did you get a good look at them?” Elusive asked hesitantly, turning her emotional radar slowly around her only to come up with nothing.

The changeling shook his head. “They kept to the shadows and guarded their emotions well.” 

Elusive sighed, her droopy features becoming even droopier. “Right, well. Let's get to the basement, we can talk more there.”

The changeling nodded. “Right, lead the way.”

Elusive took the lead, guiding the pair towards the basement and down the winding stairs that clung to the wall. With the door closed firmly behind them and a simple seal making any attempts to listen in impossible the changeling relaxed for the first time.

“What happened to Chrysalis?” he asked instantly. 

“I don't know, only that she is unwell.” She sighed, glancing back to her slightly bulging midsection. “The new royal is… different. She is pulling on Chrysalis too hard too quickly.”

“Is she going to conclude the peace talks in time?” He gulped. “Are we going to have to go back on the run?”

Elusive growled. “Get your wits about you and stand straight!”

The changeling did as ordered instantly.  “What was that?”

“Nothing, now here is what’s going to happen. There is going to be an influx of changelings coming to Ponyville soon in an attempt to gather around the new royal. As such we are going to need a hive, lest we be discovered.” The male ling nodded. “So we are going to need you to gather the survivors and begin excavating this very room.”

He blinked. “You can't be serious. This is in the heart of Ponyville!” 

Elusive rolled her lazy eyes, or at least tried to. “We are only a block from the edge of town, and most of the houses between us and the Everfree are either old and uninhabited or up for sale. So to start, we construct a major hive beneath this building and eventually, if the talks go well we buy up the nearby houses.” 

“Why haven't I heard of these houses before?” 

“It's not common knowledge, but when I was looking through Rarity’s memories I found that she chose this place because of its low taxes and low prices. Most ponies are scared of the Everfree and after a rash of timber wolf attacks on this side of the town about twenty years ago, most ponies have avoided the area.” 

The ling nodded. “Makes sense how a new designer could afford such a big place.”

Elusive nodded back, impressed with the other ling’s deductive skills. “But those plans are neither here nor there. I want you to start by constructing a deep shaft, something easily defensible. Next I want simple rooms and a barracks. Make the rooms large and appealing to not only changeligns but ponies. Which means higher ceilings, more room for luxuries, natural light, and space for plants in the common area.”

The changeling jaw hung open. “What? Why? I thought you said time was of the essence?”

The parasite sighed. “It is, which is why you are going to take everyling you find down there in order to help.”

“But how will we gather enough love? There are dozens of changelings nearby, how are they going to be fed?”

Elusive chuckled and pointed her horn at the male, unleashing a small torrent of pure love at the changeling. Instantly the hungry ling devoured all traces of the emotion, leaving him slack jawed with a surprisingly calm emotion still on his face. “Like that,” she said simply.

“Wow,” he muttered.

Elusive nodded confidently. “And there is more where that came from. I have an entire bathtub of pure love upstairs.”

The ling gasped. “You can't be serious! That was more than the old hive had! And even then, half of it was lust.”

“I have a plan to secure a lot more as well. But we are going to need you to focus on constructing the underhive. Escape tunnels to the everfree, rooms with bright colors and real walls. I know it will be hard but if we are going to make this whole cooperation thing work we are going to have to do it right.” 

The parasite’s conviction quickly spread to the formerly doubtful male and he found himself nodding along with her commands. “Furthermore, I have some good news for you my friend.”

The changeling lifted an eyebrow at being called a friend but let it slide. “What is it?” he asked.

“I have found you the perfect host.” She grinned.

He did not mirror her mirth and frowned deeply. “I’m still not sure about this but if it's the queen's command.” 

“It is,” Elusive said sternly. 

Instantly all doubt fled from the male’s features. “So, who is it?”


“Twilight Sparkle would suit you perfectly and before you say anything, she is one of those strange ponies that has both.” Elusive coughed awkwardly.

The male blinked, cocking his head to the side adorably. “Both?”

“You know.” He blinked, drawing a sigh from the parasite’s lips. “Down there.” When it still didn't seem to click she turned to the side, lifted her leg and pointed to her crotch.”

Instantly, recognition flickered within the male’s mind and a blush rushed to his face. “Oh, oh! Oh thank the first mother.”

Elusive shook her head. “Why you males are so attached to those things I will never know.” 

“Because we are born with them.” He lifted an eyebrow. “I thought you knew.”

Elusive sighed, facepalming at the male’s naivete only for a snicker to suddenly break her foul mood. “You know, you two would make a better pair than I thought.” She shook her head suddenly, her expression becoming serious. “Regardless, we are going to do things differently from here on out. No skulking around, no infecting ponies while they sleep. Chrysalis wanted us to serve the ponies, not to force them to serve us.”

The male gulped. “Are you sure that's possible?” He frowned. “I don't know any ponies that would accept us as we are now, nevermind becoming a part of them.”

Elusive smiled gently, her mind going back to all the kind and benevolent acts she had seen ponies do in her time amongst them. “It may be difficult, and we may have to search for outcasts at first but ponies are nothing if not generous. We just need to give them time.”

“If you say so…” He gulped. “So I guess that's it, eh?”

She nodded. “It is. Gather the others, start by digging the escape tunnel from the Everfree and connect with Carousel Boutique. When that is done I should have the first group of hosts ready for you.” I hope.

He smiled gently. “You know, in a way I’m kind of glad it's come to this. I never did know how to sneak very well.” 

Elusive chuckled. “Yes, well it seems like many lings that didn't fit in the old hive will have a fit here.”

He sighed one last time before straightening his shoulders. “Right. I’m off. I will contact you again tomorrow night and pick up the first batch of love rations then. Should we start a dead drop?” 

“Planter at the end of the road is never tended, leave any missives in there, with the usual code.”

“Alright.”

The pair got up and made their way out of the basement and towards the exit. The male gripped the door handle before turning suddenly, a wide smile on his face. “Thank you by the way.”

Elusive blushed. “You are welcome, but for what?”

“The love. I know you gave me more than I need and since I’m not an infiltrator I can't even give it to anyling else. It was very generous of you.”

Elusive stuttered, her mouth not wanting to move as she commanded. After a second of stuttering she clamped her mouth shut and simply nodded. 

The other ling giggled girlishly and turned. “Good night my queen.” 

Before Elusive had a chance to correct him he had turned the handle and had vanished in a ripple of light, even the sound of his hooves seemed to vanish seconds after leaving the boutique. Leaving a blushing, stuttering Elusive to close the door silently, her mind still not catching up with what had happened.

He called us his queen! 

Rather than a simple term of endearment, the phrase meant much, much more in changeling culture and for a changeling to call another ling that. Well that bordered on heresy and yet instead of righteous indignation all Elusive felt was… warmth?

It felt nice to be called that, even if a part of her thought it was rather egotistical to accept such a term. Eventually the parasite shook her head and slowly walked back to bed, her mind utterly consumed by the comment. Queen, the word rolled around in her head until she eventually lay back down in bed. He must respect me as much as mother. 

After several minutes of ruminating on that particular thought, Elusive eventually pushed it out of her mind and forced herself to consider her options for their next enhancement. 

All sorts of defences such as bioweapons, sub dermal chitin and others flashed through her mind and all were brushed aside just as quickly. She would need something different, something that would help when her mind truly began to adapt to the new information and power flowing into it from their old queen. 

The answer came quickly, and a wide smile crossed their face. It was going to be difficult, time consuming and would leave Rarity and Elusive equally as exhausted but in the end it would be worth it. For when they awoke once more, their mind would be vastly improved.

New synapses would have to be created, a slight increase to the skull density and reduction to its size would allow a little more space. New brain matter would have to be grown from nothing more than magic and love but at the end of it all they would no longer be a hybrid of pony and infiltrator. 

They would become a creature the world had not seen in centuries. A lieutenant and powerful protector of the coming royal. 

They would become, a proto queen.