Infiltration

by Third Wheel

First published

With the energies gathered through months of scavenging, Chrysalis has finally managed to create a new changeling to help her with her plans. This is you, and it's now your job to infiltrate Ponyville and slowly take over. A comment-driven story.

It had taken her months of scavenging, only daring to take a little more than what was needed to feed her to avoid the risk of being found out, but finally the time had come. Queen Chrysalis finally had enough power to create a new changeling, one she could send to infiltrate pony society without running risks for herself. Just like the good old days.

Thus, you were born. A changeling, tasked by your Queen to masquerade as a pony, enter the city of Ponyville and slowly conquer its inhabitants. A special changeling, one with more freedom than most of the old ones. Something similar had brought about the Queen's downfall once, but in her position she could not afford otherwise. It is your choice how you will go about your takeover of Equestria, and though things might not be easy, if you play your cards right you might be able to succeed where even your creator had failed.

Contains: futa, hypnosis, mind control, gratuitous changeling nudity, kissing (will upload as the story progresses)

The cover was commissioned by me and drawn by Kamushek228, the full version will soon be uploaded to is now available on Derpibooru, the number being 2217669.

Prologue: Character Creation

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The first thing you become aware of is a series of notions being implanted in your mind. You are a changeling. You were created by Queen Chrysalis to help in her conquest of Equestria. Your duty is to infiltrate Ponyville and start gathering energy there, slowly working to take control of its inhabitants. Already, as you become aware of your existence, these informations spark questions in you, and you feel whatever is on the other side of the connection supply the necessary answers.

Who is Queen Chrysalis? An image appears before your mind's eye. Tall, regal, a slick black insect-like body. Broad hips and large, naked breasts, stiff neon green nipples starkly noticeable on them. Neon green in colour is what little is visible of her pussy, too, as well as the highlights of the large horse-like penis dangling between her legs. Holes pierce her limbs, gossamer wings buzz on her back, and a crown sits on her head. You feel respect, and a hint of fear, but you instinctively know it's not as much as you should. It's not as worshipful a vision of her as a changeling should have.

Knowledge flows into you, detailing the history of the Queen you now realise is the one communicating with you. Visions of cities raided, of ponies mesmerised, of minds bent into submission and bodies drained of love. Sex and domination, and a prosperous reign. More figures appear, with promises of future clarifications. Struggle. Defeat. Humiliation. The loss of an empire and of all her subjects. Hatred and revenge. Months of hiding, planning, careful gathering, and finally your creation.

Equestria. This is the name of the land, you are told. You are introduced to its inhabitants, given a rundown of its history, you learn of its customs and traditions. You are shown its rulers. The elder in particular catches your attention, her body perhaps even more beautiful than that of your own Queen. A strange taste accompanies the memory of Celestia, almost one of envy. You are shown more ponies, their faces and names registering without you even noticing. Background knowledge, the stuff a pony is supposed to know. Like the names of the towns. Ponyville, your destination. Home of most of your Queen's greatest enemies. They are shown to you in great detail.

Twilight Sparkle, Princess of Friendship. Powerful and smart, the one who fooled Chrysalis's plan at the wedding. One of your most dangerous opponents, but also one of your most useful resources. Her greatest strength is her greatest weakness. Her tendency to see the good in everyone makes her easy to manipulate if one acts carefully enough. Slim, tall, modest chest and hips. Try to get close to her, but be aware that she might get suspicious. Her assistant is a dragon, though your Queen seems to lack much information on him.

Starlight Glimmer, her student. Not as powerful, but equally smart, and far more devious. The reason behind Chrysalis's loss of her throne. She will suspect of you, so be careful around her. Her one weakness could be her own hubris, if properly exploited, or perhaps her insecurities about her past actions. Nice tits and ass. "Best friends" with Trixie Lulamoon, a flat chested show-off whose ego is matched in size only by her ass. Her personality should make her easy to manipulate.

Rainbow Dash and Fluttershy. The first, athletic and muscular, her chest as flat as her ass and her personality exploitable but likely to backfire. Her cockiness makes her a target for manipulation, but her short temper is something you must be careful with, as she would be quite a troublesome opponent in combat. The second the entire opposite of her. Tits that probably shouldn't allow her to fly, and a weak and reserved personality that makes her an easy target to work with. She has a more aggressive side though, so tread carefully not to trigger it.

Rarity. Well dressed, very noticeable makeup, big tits and ass. Welcoming, and easy to sway with words, her generosity could be quite useful to you. Likely to ask questions, but not to become too suspicious of anything. Her ambitions could be used against her. Will suck cock and take it up the ass for the sake of expanding her business, apparently, or so the Queen informs you, recalling a period in which some drones replaced some influential figures in Manehattan.

Applejack. Even more strongly built than Rainbow's relatively slender frame, though not as defined. Certainly the most dangerous one in a purely physical confrontation. Is likely not to trust you, and notice inconsistencies in your background. Try to avoid her or earn her trust, but make sure she doesn't question you directly. She's very close to her family, you could potentially get to her by getting to them first. Her brother isn't much different than her though, whereas her younger sister and her friends might be worth your time and attention.

Pinkie Pie. She exists. Either she'll blow your whole cover or she'll do literally nothing of notice. Given what happened to the last one who tried, it's advisable that you don't use your powers to try to look into her mind. A surprisingly not that fat body given the amount of sugar she consumes, and a rather explosive personality. Be careful, but if you run into her it might just be better to roll with the flow.

More knowledge flashes into you, stored in the backrooms of your mind for later use, and then you awaken. The first thing you notice is that you are floating, suspended in some sort of fluid. Your eyes open, and through the translucent green substance surrounding you you can make out a shape staring back at you from outside what you now realise is your cocoon. It's your Queen, and she looks mildly annoyed. And not as regal or as powerful as she did in your visions, though still far out of your league.

She speaks, her tone bitter and with none of the seductive appeal you know she can infuse into it. "You're probably wondering why I'm even talking to you rather than dumping info into your brain and doing things the fast way. The thing is, I'm doing things a little differently this time. You're a special one, I'm sure you know that already. Not as bound to me as I'd like you to be, but that's necessary when..." She pauses.

You tilt your head.

She snaps back at you. "Look, don't get any bullshit ideas about me needing a second opinion on things. My plans are perfect, but if I want you to operate independently I need your mind separate from mine, okay? That's why I'm doing this, no other reason." She stops again for a moment. "So, I guess you should start deciding what you want to be like. Male or female, or whatever combination of both you want to go with. We don't have much energy to work with though, so don't expect anything like this," she says, making a sweeping motion with her arm to highlight her impressive curves and long shaft. "You're getting the bare minimum, an acceptable dick and tits that at least exist, but nothing model-like yet.

"And again, because we're short on energy you only get to pick a couple of perks. Either you go for a stronger body or for a smarter brain, and either you enhance your transformation skills or your mind-control and related abilities. I'm not letting you go all in on something unless you make a really compelling argument for it, and no, you can't use the energy to give yourself a bigger dick instead. Time will come for that, I'd hope my secret weapon to have a better plan than walk into town and start raping mares.

"Speaking of that, you should probably start thinking about what you want to do next. Not everything right now, but try to get an idea of where you want to go first in Ponyville. Oh, and speaking of that you should think up a disguise to go along with your true form, can't have you go there all insect-like. Possibly one that's close to whichever real form you pick, and get a name to go along with it. And a cutie mark if you pick a pony." She stares at you for a moment, biting her plump lips. "And, you know, pick a changeling name for yourself as well, I gotta call you something after all."


Current choices to make:

Chapter 1: Birth and Arrival

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You reawaken from your trance, and feel your body shape itself around you from the liquid contents of the cocoon in which you were born. At first you were simply a blank slate, suspended in genetic material with no real distinction between your body and the fluids around you, but now those materials begin to aggregate into your desired shape, leaving a clear separation between you and the now less dense liquid you float in. You feel the last of the internal changes imprinting themselves into your mind, reconfiguring your brain, horn and nervo-magic system to both allow yourself to process information more efficiently and empower your influencing abilities, giving you a clear if not yet all-encompassing understanding of how to infiltrate and slowly twist the minds of ponies, then you nod to Chrysalis and suddenly the cocoon ruptures.

You step out, as the light green liquid that previously surrounded you flows out around you and is reabsorbed by the apposite set of small holes and tunnels on the pavement below you, meant to recycle the fluid in some capacity. Cool air flows over your chitin-like skin, drying it, and you finally feel your own shape fully. Slender legs, pierced with oval holes up to a little over your knees, rise from small but solid hooves up to modest, round and firm buttocks. Just above them is the attachment of a short, stubby grey tail, its length only enough to barely extend below them. On the front, an average sized, horse-like dick and a pair of balls hang from your crotch, just above the entrance to your marehood.

Rising higher, your waist thins slightly before expanding again, a pair of breasts rising and falling with your breaths, light-blue nipples stiff on them. Nothing like your Queen's glorious rack, but certainly not flat either. On your back, thin wings buzz excitedly, not too powerful-looking but effective nonetheless. Holes pierce your forearms as well, not particularly muscled, like the rest of your body, your fingers ending in shiny black nails. A short black fin-like structure rides the back of your neck, ending near the base of your head. Long ears stand perky at the sides of your head, and a curved horn rises upwards from your forehead. Light-blue eyes and thin lips adorn your face, your features sharp but not unpleasant to look at. Unlike your Queen, you do not have a mane to speak of, though your insect-like appearance mitigates the lack of one and the end result is actually rather nice looking.

"Elytra, huh?" Chrysalis comments as you communicate your name to her. She steps forward towards you, glancing up and down your body. "Trying to imitate perfection, I see," she says, noticing how your build mirrors hers. She presses herself against you, staring down at you, her heavier breasts and longer cock pushing against your smaller assets. "But there is only one Queen," she hisses, almost hysterically, a glimpse of emotion in her eyes you can't quite make out the meaning of. "Don't forget that," she snaps as she walks away from you.

Your Queen nods, impatient, and you need no further indication to showcase your chosen disguise. A flash of green over your body, and you now appear as a pony to the outside world. A unicorn mare, your proportions unaltered when compared to your true form and both your cock and vagina visible. A short silver mane, with strands of muted grey, falls on your shoulders, a long tail of the same colours replacing your true one. Your coat is a vibrant light blue, while your eyes green to better match and mask the colour of your magic's aura. Your cutie mark a stylised orange blossom of Lilium parvum. Meadow Lily, is what you have called your alter-ego.

As you telepathically inform her of the backstory you have come up with for the character you will impersonate, Chrysalis clicks her tongue, mildly impressed. You have chosen to pretend you are from Canterlot, where you have recently finished your studies to become a masseuse, exploring a number of various techniques and related subjects such as stress counselling, hypno-therapy, muscle-therapy and magical relaxation treatments in general. You came to Ponyville looking to get away from the stressful, frantic life of a big city, and hoping to get a job at the local spa. Should you manage to get the job, it will work perfectly as a starting point to corrupt and take control of the citizens, giving you direct access to them and a setting in which you are allowed to exercise your powers while suspicions are at a minimum. You do of course have a backup plan, but believe it won't be necessary.

"You know," the Queen says, "I was planning to discuss your plans this evening and have you go to Ponyville tomorrow morning, but it seems you were capable of coming up with a remarkably good one all on your own." She shrugs. "All the better, I guess, time gained for both of us."

You smile, happy at your Queen's approval.

She gives a flick of her horn, and a backpack levitates towards her. She tosses it at you, and as you catch it, she explains, "Clothes, all gender neutral since I didn't know what you'd pick. Enough bits for a pony to eat sufficiently and pay a decent rent for a month, you won't need to do any of those things if everything goes alright, but cash can always come in handy. And pen and paper. We can't communicate telepathically while you're there, so you'll have to write if some important developments arise, I taught you how to magically send letters to me already. Pretend you're writing to your parents or something, stupid ponies and their stupid relationships, they'll fall for it."

You study the contents of the backpack, and still wearing your disguise you don a pair of white pants and a grey sweatshirt. Inside the backpack remain three more pairs of similar pants, one black, one grey and one ochre, a beige sweatshirt like the one you're wearing, and two light jackets, one blue and one black. There's no underwear in there. You make a mental note to buy something from Rarity when you have the time, and slide the backpack on your shoulders, closing it.

As you begin to walk away, Chrysalis calls your attention one last time. You turn back, and she flicks something in your direction. You catch it in your hands, and study the polished black stone ring she just gave you, too large to go on a finger but just right to slide to the base of a unicorn's horn. "A piece of what is left of my throne," she explains, "I'm sure you'll find a use for it."

You turn back, and begin to walk. The trip is... fuzzy. You do not remember what path you walked through to exit the hive, or what the scenery was like once out of it. You don't know how long you walked after that, or in what direction, or even if you took a straight path or went around the town. All you know is that you're standing at the edge of Ponyville, and you'll find your way back should you try to. A security measure, clearly, in case you are captured or choose to betray Chrysalis.

You walk down the road to the centre of town, greeting back the ponies who wave at you. Pinkie has not appeared before you yet, and given you've been in Ponyville for minutes at this point there is a strong possibility she might be away on a friendship mission. You spot the local spa up ahead, and speed up slightly, seeing the two mares in charge of it locking the door behind themselves and likely preparing to head to a restaurant for dinner. The two are identical in body shape. Nothing outstanding in terms of tits and ass, but nothing to scoff at either, and it's clear that they take care of their bodies, their slim physiques, along with the attention paid in the cure of their skins, hands and faces, making them rather pleasant to look at.

Acting a little short of breath, you reach them, and ask, "Excuse me, does this happen to be Ponyville's spa?"

"That is indeed the case, ma'am," Lotus replies.

Cutting in before Aloe has a chance to tell you that they are closed now, and that you would need an appointment anyway, as you sensed from her out-coming thoughts, you point at them and excitedly say, "Oh, then you must be Aloe and Lotus! I've heard so much about you!" You intentionally switch up their names to make it look like a mistake. It isn't a real mistake. Mistakes are for weak and inferior creatures like ponies.

"That would be us, yes," Aloe answers, a little surprised by your enthusiasm. "I understand you don't seem interested in the spa's services directly, it seems. What brings you here to us then, ma'am?"

"Well, it's actually kind of a long story. Oh, but I see you two were just leaving for dinner..." You feign hesitation. "Is it okay if I tag along, and explain everything there?" Of curse it's okay. Little things like this are easy to manipulate, especially on weak-willed ponies such as these two. The instinct to be nice is there, it's easy to just push in the right direction. It's easy to manipulate their first impression of you into being that of someone they feel they can trust.

"Of course it's okay," Lotus says, "Miss...?"

"Meadow Lily," you promptly reply, and the three of you begin to walk towards the chosen restaurant.

The food there is pleasant, you suppose. You do not have much of a taste for pony food, but it would be foolish not to eat anything. Throughout the meal, you explain why you are there, all the while slowly pushing on the confines of the two ponies' minds. Only small suggestions, for now, impressions that it's okay to trust this pony, that it's nice to spend time with her. Using your magic to handle the cutlery while gesticulating as you explain your story gives you a great way to both push extra magic towards influencing the two and divert their attention from any signs of it. As you prepare to leave, you offer to pay for all three yourself, and while at first the two refuse you manage to convince them. You feel gratitude and respect emanate from them afterwards, far tastier than the meal to you.

You accompany them back to the spa, their home on the upper floors of the building. They have already agreed to let you stay with them for the night, they have an empty room ready anyway, and to possibly have you remain there further if you do get the job, at least until you're still settling in the town. They believe your coming here with no plan other than meeting them was kind of foolish, but admirable, and are willing to give you a shot. You might be really helpful to them if what you claim about your studies is true. And speaking of the job, you decide to push further on a particular point of discussion.

"Do I have to wait until next week to begin working with you?" you ask, just before reaching the building.

"We have told you already, we need to see if you're good enough first, and that's not something we can test with clients," Lotus explains. "We'll do it tomorrow, and then after the weekend you'll begin working with us, assuming we think you're good enough."

You groan, pretending to be annoyed, and feel the discomfort inside them. Stupid ponies, so easy to manipulate.

"Well..." Aloe begins, "We could let her try right now with one of us. We could both go for a massage, really."

Lotus almost rolls her eyes, but finally sighs. "Fine, I guess you're right. But you're doing it, not me!"

You smile and act excited, as the three of you enter the spa and the others go to prepare the room. Minutes later, the scene is ready, as Aloe lies prone and naked on the massage table, resting her head and arms on a pillow while a large towel covers her body below the waist. You lean down to whisper to her, your magic lighting up for a moment.

Lotus enters the room once more, having left for a moment to fetch more towels. "So, let's start then," she says.

"Actually," you begin, "Aloe and me talked about it, and I know you need to be here to judge how I do, but she can do it just as well. So since I'm a little nervous, could you please leave the two of us alone? She'll be enough of a judge, I'm sure you wouldn't disagree with that."

Lotus bites her lip. "Aloe?" she asks.

"Don't worry about it. I'll scream if I need help, okay?" the other mare jokingly replies.

Lotus shrugs. "Well, I guess you're right. Do a good job with her, okay?" she says to you before turning and leaving the room, closing the door behind herself.

You smile to yourself. This is too easy. Moving back towards the table, you pull yourself up and straddle Aloe's body, your knees on either side of her. Your hands move to her shoulders, and you begin to rub along her soft pink skin. You don't know much at all about massaging, save for the basics of it you managed to extrapolate from the two ponies' minds, but that is of little concern here. Your horn flashes bright, as a green hue forms around the edges of Aloe's eyes. All part of the relaxation techniques you've studied, of course, there is no reason for the pony to be suspicious of anything. You lean forward, still rubbing the other's back, and whisper in her ear, "How are you feeling? Is this relaxing you?"

"I..." The mare's words are somewhat sluggish. "My head feels kind of fuzzy," she says.

"That's good," you answer, still rubbing her shoulders. "It's good for you to relax like this. It means my massage is working. It's working, and it's making you feel so relaxed, and so drowsy, like you could just sink here. So relaxed, so calm. So peaceful. Like you could just let go of everything and sink."

"Let go..." Aloe whispers.

"That's right. Just let go. It feels good to let go. It feels good to relax, and let yourself fall. So relaxed, so peaceful, as you listen to my voice, as you feel my hands on your body. You love feeling like this. It makes you so relaxed, like all your stress and worries just melt away. Nothing matters anymore, just me and you. And you're sinking, falling deeper, so relaxed. It's good to feel like this. It's good to let go. You don't need to do anything, just let me take care of this for you. You don't need to think. Your mind empty of all worries, and you just let go. It's good to let me take control. It makes you so happy, you're happy that all you need to do is listen and follow my instructions. It's good to let go," you continue, your magic pushing its way deeper into the mare's mind as you keep working on her shoulders and back.

"Feels good... Don't need to think..." she breathes, barely audible.

"Just like that. Empty your mind, just listen to my voice. With every word I say, you get a little more relaxed. And you keep sinking, more and more relaxed. And you can just let go." You feel her body going limp below you, and triumph swells up inside you. She's yours. Oh, you would force the pathetic thing to start choking on your cock right here and now if you could. But that would break her out of her trance, you sadly cannot go too far just yet. Hypnosis is an art, it can't be rushed. Unless your magical reservoirs rival those of an alicorn, but you are no Queen. Yet.

"It feels good to be relaxed, so blank and empty," you whisper in Aloe's ear, and the mare nods. "You love feeling like this. You wish you could spend all your time like this, happy, blank and thoughtless. It's good not to think. It's good to let me do the thinking for you. Everypony should get to feel like this, everypony should get to feel what it's like. Only I can give you this. Everypony should feel what this is like, so I should get to work here and let everypony experience this. And you need to be good to me, so I'll give you more and more of this. You love being blank and thoughtless like this for me. You love the way I make you feel."

It's probably enough for now. You get off from the table, letting your magic slowly dissipate so that the mare may awaken from her trance, no memory of it but your changes safely planted inside her, and you bask in the feeling of love Aloe begins to exude towards the massage. It's not quite love for you yet, but it's a start.

"That was amazing," the mare purrs, getting back to her senses.

You smile, you hands behind your back, and pretend to be nervous about the ordeal. "So did I get the job?" you ask.

"I don't know," Aloe replies, getting up and wrapping the towel around her body, "I'm honestly considering just keeping you all to myself." She smiles, then chuckles. "Oh, but it would be such a crime to deprive others of this. Welcome aboard, I guess," she says, walking towards the door.

"So? How did it go?" Lotus asks as the door opens.

"You need to get one of these yourself," Aloe says in response.

"I guess she's on then." The blue mare turns towards you. "Good job, Lily! We have a spare suit somewhere, you'll have to use that until we get one done for you. Now, as for tomorrow's activities," she continues, immediately assuming a more business-oriented mentality. "We'll need some help around the spa in the morning, mostly cleaning and replacing equipment between sessions, stuff like that, it would be great if you could help with that. Then in the afternoon we've got three clients that you could work with, though they'll all come at around the same time so you'll need to choose one. I think it was Roseluck, Thunderlane and..."

"Rarity," Aloe reminds the other, having put her clothes back on. "Well, I guess you'll tell us tomorrow. Now, let's go see your room, shall we?"

You nod, and the three of you head up the stairs.


Current choices to make:

Chapter 2: Fitting in

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You wake up early, before dawn. It's a weird experience. You don't properly wake up in the way ponies do. Yet, you didn't enter a period of hibernation like that of changeling sleep either. You're different, and you wonder just how much. And you had dreams. Your memories of them are sparse, the way you know ponies' dreams to be. Fuzzy, blurry images of Princess Twilight and her friend, surrendering to Chrysalis and being reduced to sex slaves, likely something the Queen implanted in you to keep your loyalty in check. More vivid, visions of the two mares whose house you've come to inhabit, kneeling before you and pleasuring both your shaft and pussy. You wonder if Princess Luna can see your dreams.

You get out of bed, the air kind of chilly on your naked body. You're still wearing your pony disguise, and have been wearing it since you arrived in town. It does not seem to wear down your magic reserves much, if at all. One more thing making you different from a normal changeling. Feeling well rested, you move to fetch your clothes, donning the same ones as yesterday. You'll need to change them anyway when time comes to wear your work suit. The spa is still closed for now, and the two mares are most likely still asleep. If your control over them ran deeper, this would be a wonderful time to pay them a visit and open their sleeping minds a little wider. Right now, you can't risk anything like that. But there is something you can do, thinking about it.


The sun finally rises tall enough for its rays to enter through the windows and past the blinds. You hear a rather melodious carillon begin to play, and take note of what the song sounds like, it could be useful. It's a little hard though, the sound arrives muffled to you. A moment later, the melody is interrupted, and you treat this as your cue to knock on the door, balancing the trail you're holding in your other hand.

A moment passes in silence. Seeming slightly startled, Lotus's voice finally answers you from the other side. "Feel free to come in, dear. What is it?"

You open the door with your magic, and step into the bedroom. Aloe and Lotus are both laying on the same bed, looking towards you. Both naked, you notice, despite their good attempts at covering themselves up with the covers. Naked at the top at least, though you do wonder about the rest of their bodies too. "I woke up early, so I decided to make you some breakfast. It's the least I could do, seeing as you've taken me in like this," you explain, walking in and setting the trail on the bed, the contents still pleasantly warm. Scrambled eggs, salad, two oranges and coffee. Basic cooking skills are a default implant for all infiltrators, and it wasn't hard to figure out the mares' tastes after yesterday's dinner. The coffee was an obvious addition, seeing how early the two need to wake up.

"Oh... Well, thank you," Lotus says after a moment, and you feel genuine gratitude in her, if hidden behind a hint of embarrassment.

Aloe is much more happy to show her appreciation, and really much happier to see you in general. "That was so kind of you, dear." She takes a bite out of the eggs. "And goodness, this is delicious. Are you sure you want to work as a masseuse and not as a cook?" she playfully asks.

"I like making ponies feel good and relaxed. But I do have a special liking for the most physical side of things, you know? There's just something special about feeling a pony's stress melt away under your hands," you answer. Though cooking is not a bad career path for a changeling. You don't get to twist ponies to the point where you can fully drain them, but the mechanical precision with which you can prepare your food means you'll always have a large and steady income of appreciation. Your eyes wander to the carillon you heard, rigged up to work as an alarm clock. Walking towards it, you say, "I heard this from outside. It has such a nice sound."

"Feel free to look at it," Lotus distractedly says, drinking her coffee.

You levitate the piece towards you with your magic, and let the song play out, memorising it. The thing itself is a sculpted figurine of two dolphins placed onto a circular spinning platform, with a clock inside the side of the cylindrical base. "How long have you had this for?" you ask.

"Since we were young, actually," Aloe explains, peeling her orange. "It was a present from our parents."

So they have been waking up to this same sound for years. It could definitely be useful, it's certainly bound to be ingrained in their minds. Though waking up would not be a particularly useful reaction if you're trying to get them to fall. Perhaps reversing the song? Or maybe using it to convince them that what they saw before hearing it was a dream? You ponder this, setting the carillon back down. "Well, I better leave you now. I also took the time to get some work done in the spa, setting things up for later, I hope you don't mind."

Lotus seems slightly bothered, but Aloe clearly trusts you to have done a good job. You'll just have to give the blue mare a taste of your massaging skills, and the chance might come very soon if things play out right. "I'll be waiting for you downstairs." You walk towards the exit and leave the room, but not without throwing one last peek inside while you close the door, confirming the two were in fact fully naked as you see Aloe step out of bed.


"You did such a nice job here, honestly," Aloe comments looking around the room.

"Yeah," Lotus admits. "You didn't need to, we're happy to have you stay here." She seems slightly worried.

"Oh, there's no need to be feel bad about this. I just need less sleep than most ponies, and I had nothing else to do when I woke up. I swear there's nothing wrong with my sleeping habits, I've studied this!" you rush out. Weak ponies and their weak needs for rest. Though you do also sleep naturally. But that's different. Yours is a convenience to preserve your energies, not a necessity to replenish them.

"Well, if you say so..." The blue mare hands you your uniform, seeming to have calmed down. She looks around the room, and adds, "It's really impressive you managed to get everything right, we didn't even need to tell you where things were supposed to go."

"Oh, I just guessed what the positioning would be. It's not hard to place things efficiently when you know how the work cycle plays out," you dismissively reply. And the deeply familiar scheme of things was extremely easy to extract from their weak minds, but they don't need to know that yet. But you have to admit, their gratitude is a nice breakfast. Worshipful devotion, uncontrollable lust and complete submission would taste better, but it's a start. Every mental takeover needs to start from somewhere.

Unless you are a Queen and have power strong enough to break straight through a pony's pitiful mind and make them your loyal bitch. She implanted that though into you to make sure you know that she's better than you. She probably didn't intend the knowledge to make you entertain thoughts about growing stronger, or to make you desire such a power for yourself. It's interesting. Your typical changeling nature is just strong enough to tell you how and how much you should be submissive to Chrysalis, but not enough to force you there. You could betray her if you wanted to, and you've seen her thoughts, you know how much she hates betrayal. How much she fears it, even if she tries to hide that.

But serving her would certainly have its own perks, she is far stronger and wiser than you are now, and you are a changeling after all. Your taste for dominating others is a necessity of your position as an infiltrator, but you know submission to your Queen would feel very pleasurable. Kneeling before her, worshipping her magnificent shaft, as you watch the slaves you captured for her fall to their knees and swear loyalty to their Queen. And she would reward you for your work, you know that. You're thankful that your changeling nature allows you to control your body far more than normal ponies can, or the two mares would be wondering about your less usual assets right now. But they will be, one day.

"Well, what should we do while we wait? There's little left to be done and it's still a while before opening hours," Aloe wonders aloud.

As you're walking towards the next room to change there, you stop and say, "I could give Lotus that massage. I could use the warm up, and she can make sure I'm good at this. If doing all the work that's left yourself is not a problem, of course." You turn to Aloe.

The pink mare perks up. "That's a great idea, actually. Oh Lotus, I told you, you need to try one of her massages."

Lotus looks between the two of you, then shrugs. "Okay, fine. I'll be waiting in the other room." She begins to walk there, as you head to change yourself and Aloe goes to the entrance to set up the last few things, mostly paperwork at this point.

Once alone in the room, you quickly rid yourself of your pony clothes, then slide into the uniform. It's a little baggy, not exactly your size, but that just means no one will notice any suspicious outlines on your crotch or chest. Though you do wish they would be noticeable. You wish your shaft and curves were big enough to stretch the fabric, too big to be contained by it. It is weird for you to have this fascination. You hypothesise it to be a consequence of your peculiar nature. As with all changelings, your Queen is implanted in your mind as beautiful, as absolutely desirable. But unlike most, you can change, more than by a simple temporary transformation. Perhaps you do wish to imitate her, as she said.

Closing your uniform with the help of your magic, and folding the clothes in your telekinesis, you walk out of the room. You place your clothes inside a locker in the corridor, and head towards the room Lotus is waiting for you in. And once you enter, there she is, naked, her backside covered by a towel, her beasts pressed against the table. She lies exactly like Aloe, but with her head turned the other way. Lying side by side in bed, with the positions you saw them in this morning, they would be looking at each other. You close the door and step towards her.

You're nervous. Uncomfortably nervous. It's not normal. You're a changeling, doing an easy job, a low level induction on a weak-willed mare. A drone could do this, and you far outrank normal drones. But you're nervous. You're excited. A changeling shouldn't feel excitement. A changeling shouldn't feel anything other than what the Hive says it should feel. What the Queen says it should feel. But you don't have a Hive, and you are far from your Queen. It's just you and this pony. She's not another source of food for the community. She is your conquest. Your mission. Your reward. Drones don't get to decide, you do. You feel excitement, lust, hunger. Is this what your Queen feels, when she has to decide?

You reach the foot of the table, and step up on it, knees on each side of Lotus's chest. Steadying yourself, calming your breath, you place your hands on the mare's shoulders, while the light of your magic starts to glow over her eyes. "Just relax," you begin to say, as you start to massage her back. "Relax, and let go of all the tension in your body, let go of all the stress in your mind. Breath in and out, slowly, and feel all the tension just wash away. Feel my hands on your body, relaxing you. Hear my words, and nothing else. Just my words, making you a little calmer with every second you listen to them. And all your thoughts just melt away. Let go of everything else, and relax."

Tension begins to leave Lotus's body, but there is a nervous twitch running down her back, a hint of resistance. Slight confusion in her mind. Like something is off. She says nothing, but makes a few groans.

"Just relax," you repeat. "I know how it feels. It feels strange, at first. But you can trust me, you know you can. Just let yourself go. No stress, no worries, nothing at all. Just beautiful, peaceful relaxation. You've never felt anything like it, and I know, it can feel weird. But this is good. You've never been allowed to truly relax. But now you have me. Someone you can trust. Someone who can take you deep, deep down, and take away all your stress and worries. Someone who can leave you blank and thoughtless, so peacefully empty. And it feels nice. It will feel very nice, trust me. Trust Aloe. Let go. Sink deeper. Let me take control. Let yourself relax."

The mare begins to breathe more slowly, allowing herself to relax further. Her muscles become less tense, her mind a little clearer, and she lets out a low sigh, as she slowly becomes less and less focused on the world around her.

"That's right. Just sink, deeper and deeper. It feels good to sink. It feels good to listen to my voice, to feel my touch on your body. It relaxes you. The more I talk, the more I touch you, the deeper you fall. The deeper you fall, the better you feel. I make you feel better. And the better you feel, the more you want to go deeper. You want to sink further, fall deeper, feel even better. More relaxed. Keep listening. Keep falling. With each word I say, you feel your thoughts slipping away, until there is only calm and tranquillity. You don't need thoughts down here. You just need to relax. You just need my voice. So let go, and become thoughtless, peaceful and happy. Let go," you finish, pushing a little more intensely with your magic.

Lotus's body finally goes limp. Her breath is calm and regular, and her mind an empty pool ready to be filled by your words. Just a little for now, and it feels almost a waste with all the effort it took, but you know it will pay off in the end. "You feel good right now. You love feeling like this. You've never felt anything like this in your life," you whisper, somewhat seductively. "You love being blank. You love being thoughtless. You wish to be like this more and more, again and again. You wish more and more ponies would get to feel just like this. Empty and thoughtless. Blank ponies are happy ponies. And I'm the one who's made you like this. I'm the only one who can make you like this."

Lotus's lips tremble, just on the edge of speaking, but she remains silent. Yet, you can tell, the suggestion has taken hold. She doesn't seem to talk much, not when she's like this at least. But it worked. Time is running short though, and you wouldn't want Aloe to come in on this, it would damage Lotus's trance. Still, there is one last thing you could add. "You loved my massage. You simply must get one again. This evening, after work, you will ask me for another one. A special one. Both for you and for Aloe. You want her to feel good too. You want to sink with her." You get off from the table, and head towards the door.

Lotus begins to wake up, shaking her head, still a little drowsy. You feel emotions flowing from her towards you, stronger than the ones Aloe let out yesterday night. You do suppose you might have pushed things a bit further with Lotus, but it was needed to break through. Things will even out eventually, and more love certainly won't hurt. "I... Wow. Thank you," she says." Aloe wasn't kidding." You can tell as she walks past you that she is a little ashamed for not fully trusting you sooner. Her embarrassment is delicious.


The morning was uneventful. Walk around the spa, fetch towels, oils, or whatever else, make small talk with the rest of the staff. All encounters were too brief for you to start working your magic, and you already know most of these ponies won't regularly be within your grasp, but at least you now have a more organised list of them. It turns out the one you extrapolated from Aloe's mind was a little messy, she switched around a couple names and faces. Ponies can be such dumb creatures. More importantly, all the colleagues you met now have a good impression of you. Not as good as the one they'll have once they become your slaves, but a good impression.

Then, lunch came, and with it the usual dance of offering to pay for it until Aloe and Lotus refuse to deny your offer. Money will become a problem if you keep doing this for the whole month, but for now it's not and it allows you to gather more gratitude from the two. Not to mention the way it lets you push your control over them a little further. Being close to them for as long as you can is crucial, especially in a casual environment like lunch or dinner. Your presence in their minds must become natural for them, and one day they won't be able to live without it. They discussed the massage you will give both of them this evening, and both are rather excited about it. They also gave you a brief explanation of what each of the clients you might pick is like, so you could make your choice.

Now you're back at the spa, waiting for your client and arrive. Roseluck was the best pick, for the moment at least. She is an easy target, she has a lot of social contacts, and it's less likely that changes in her will be noticed. Thunderlane might have aroused suspicions if you went too far, being a Wonderbolt, and Rarity is too risky and crucial a target to approach her so soon. You would have needed to go extremely light on her, whereas with the mare you chose you have less to worry, and she should allow you to grow stronger in less time. Her flower shop might also be useful, natural drugs can be helpful when it comes to bending minds, and you certainly would be able to slip them to ponies rather easily. Unfortunately, your knowledge of botany is limited at the moment. Perhaps you should pay the library a visit.

The bell hanging over the door chimes, and you perk up from your position against the wall, poking your head out from the corridor to look into the main hall. Roseluck just arrived, and she goes to sit on the couch next to Thunderlane, who got here a bit ago. She's wearing a white blouse, leaving her arms exposed, and a short white skirt doing the same to most of her legs. A small pink purse hangs from her shoulder, and she sets it on her lap as she sits down. Thunderlane says something to her, and they both laugh, though you can't tell what they're talking about. A few minutes later, Aloe emerges from the corridor behind you to call the mare's name.

She gets up from the couch, waving goodbye to Thunderlane, and walks towards you, a happy, carefree bounce to her steps. As she gets within your reach, you get your first taste of her mind. She is such a simple creature. Going by what you have seen so far in the minds of ponies, she gives you the same impression as what a little bunny gives to them. Innocent, is the word that comes to mind. No malicious thoughts or ill intentions, and only the barest concept that those things exist. You honestly have a hard time imagining her sucking cock on her knees, but you suppose corrupting something so pure does have its allure. Thankfully, this isn't the time for that kind of decisions yet, you're just laying the groundwork for now.

"This is Meadow Lily," Aloe explains, introducing you to the pony. "She's from Canterlot, and she just recently joined us. She specialises in various relaxation techniques, and from what we've seen she does a formidable job at relaxing ponies. She'll take care of you today." The mare turns to you. "Meadow, this is Roseluck."

Roseluck extends a hand towards you. "I'm glad to meet you, Meadow."

"Just Lily is okay," you answer, shaking her hand. She already trusts you completely. This will be too easy. You're almost sorry for the poor thing. You certainly would be more inclined to actually be sorry if the knowledge of being part of a superior race which should rightfully rule over ponies wasn't embedded into your brain. You could keep her as a pet though. She would make a nice pet. She certainly looks like she would fit the role of a pet better than that of a whore. "This way, then," you add, pointing towards the room you'll be working in. You turn towards Aloe and give a small bow before leaving, and she smiles to you in response.

You arrive in the room a moment later, and almost startle yourself when you realise the other mare is already half undressed, and giving no signs of planning to stop. She notices you and smiles, then goes back to removing her bra. There's no sexual charge in her motions, no teasing attitude in the way she removes her clothes. No signs of exhibitionist drives to show off in her nudity, nor of any shame at being seen like that. She's like a little kid taking their clothes off to go swim in the river, and it doesn't matter that you're there watching. It doesn't even register with her that you might think of her sexually by seeing her like this.

As she finishes undressing, she places her folded clothes and purse over a bench built in the wall, then makes her way to the massage table, stretching her arms above her head. There is something attractive in the way she is completely casual about her nudity. Not so much in a sexual way as in a mental one. She is incredibly cute, as far as your understanding of what ponies think is cute goes. You choose not to dwell on whether you should think like a pony or not. But there's also something more. She's... different, from the others. She almost makes them look tainted in comparison.

She lays naked on the table now, her tail swishing slightly from side to side. She clearly expects you to take care of the towel and such, she did after all book her appointment for only a massage. It is kind of curious how standard practice is to have massages while naked in this spa. It makes sense, stiff clothes can be a pain and direct contact makes everything easier, but ponies seem very nonchalant about it. Maybe they're just used to it. It all makes you wonder, maybe you can try to push things a little with this mare in that regard?

Without grabbing anything, you simply walk towards the table where she lies. "I'm testing out a new technique," you explain, speaking softly as to not disturb her. You get up on the table, straddle her body, and continue, "It involves leaving all your nody exposed to the air. It's not a problem with you, right?" You adjust your position, knees firmly planted on each side of her, and ready your hands. You also stare down at her ass. Kind of small, but not ugly by any definition. Her whole physique is pretty slim. Again, you can't really come up with anything other than 'cute' to describe her. She might make a good disguise, actually, though you doubt you'd be able to wear her skin with her same attitude.

"Not at all," the mare softly whispers, sounding so relaxed already that it makes you wonder if you didn't accidentally hypnotise her without noticing it. Probably a result of repeated visits here, she associates the situation with relaxation on an instinctual level. Her shoulders are already slack, her breathing slow and even.

Very carefully, almost as if handling a delicate flower you're afraid to damage, you reach out with your hands and with your magic. You come in contact with her mind, and immediately, your magic starts to affect her. She doesn't float down, she doesn't sink, she plummets. All you did was touch the outer reaches of her consciousness, and she welcomed you in, she practically pulled you in, forcing your magic. So far and so much you almost have trouble stopping her descent. It's fascinating, really. You're there to help her, you're there to relax her, you use magic to do it. There's no doubt in her mind that this is good for her, no hesitation. She's more than a willing subject, she's a downright eager one.

The innermost layers of her mind lay bared before you. Her breath has slowed to almost a crawl, not one muscle in her body is tense, and her entire being is exposed to you. You could break this mare, if you wanted. You need to be careful here. Slowly and carefully, mindful of your words, you start to work on her. You could forgo words and directly rewire her brain in this state, but it's a risky process and you don't have any sort of plans for what to do with that. You were planning to take things slow with her, after all. "You feel relaxed right now."

She's too relaxed to even reply, but you feel her agreement in her mind, and so continue, "You like feeling like this, and wish to feel like this more. Your life is tiring, and it's nice to let me take charge. You like me, and will request me when you come back here. You will recommend me to other ponies, saying just how relaxing this massage was, the best you ever had. You feel comfortable sharing information with me. You can trust me, and want to tell me about other ponies." You bite your tongue and wince as the mare dumps all of her knowledge of others into your brain. It might take a while to sort through it.

You've covered your grounds when it comes to having her come back to you, having her recommend you to others, and having her basically work as a spy for you. One more helpful thing would be to ensure you access to her shop, should you want a make use of it. "You trust me. You like being around me. I am a friend, and you enjoy spending time with me. You will welcome me if I come to visit, and it will be perfectly normal for me to be there with you." Again, you feel her mind shift to agree with your new instructions.

You really didn't plan for things to go like this. You'd even considered giving only a simple massage, but the moment you so much as reached out to her with magic she feel deeper than you even thought possible. It will be a long time before you get a different pony this deep, and by that time you will probably have already twisted them quite a bit. But she's still practically pure, and even your suggestions amount to little more than a new friendship for her, nothing feels out of place. Your breath slows down, and almost without thinking you carefully grab hold of her shoulders and turn her over.

Her eyes stare at you, completely blank and thoughtless. None of the twisted adoration you'd expect to see on a pony who's been taken this deep. Just calm, and relaxation. She's so defenceless, so vulnerable, yet still unscathed. Her body limp, no excitement visible on her sex or on her modest chest. There's something beautiful about it. Perhaps you could... She is defenceless after all, and you could use the extra energy. It wouldn't compromise her conditioning, if you do it on an instinctual level. But it's not like you- You're doing it for the sake of efficiency, it would be a waste to not take advantage of the situation, and you...

You lower yourself and steal a short kiss from her lips. Love flows into you, just a little, not enough for her to notice anything once she wakes up. You simply used the expected reaction when kissing, it's that simple. No need to simulate love for you and rewire her brain, while she's in this state she acts out of instinct alone. The kiss is brief, and a moment later your mouth leaves hers, and you lick your lips. It tastes better than everything you've had so far. Expected. It was love, even if love for no one in particular. She keeps staring at you with her empty gaze. You get off the table, and let the your magic softly dim away.

You wait there, staring at her, until minute or two later Roseluck finally comes to her senses. She lifts herself up from the table, a dopey smile on her face. Without even saying anything, she gets up and walks towards you, still naked, and gives you a tight hug, leaving you a bit dazed but grateful for the new flow of emotions she's feeding you with. Then she goes towards her clothes and starts to dress again, while telling you, "That was the best thing I ever did here. I just have to tell the other girls to give it a try. I just hope you'll still have time for me though."


Aloe and Lotus were particularly happy at dinner. It played out exactly like lunch otherwise, or like yesterday's dinner, but they were particularly happy. Roseluck spoke very well of you, and she even left an extra tip while paying. You feel odd about the fact. It's a way for ponies to show gratitude, but if things work out you won't need money. And you could feel her gratitude already. Literally taste it, and while you know she doesn't know you could see it so well it was still easy to spot. Maybe it's a way to show she wasn't faking it, even if it could also be used as a way to fake it. But from what you've seen of her, she was simply thinking about doing a nice thing.

Now you need to focus though. The spa is closed, and it's time for your session with both of the mares. They're already ready for it, lying naked on the tables, staring at each other as you prepare yourself. It's not exactly a usual setup, but you told them you have something special in mind and they didn't seem to have a problem with it. You walk forward, standing between the tables, and put one hand on each of their backs, while your magic reaches out to them. Their minds are more welcoming than before, as they believe this to be nothing more than part of your relaxation techniques. You still cannot force things, but it's easier than the first time.

You start to talk, while working your magic on them. "You feel yourself sinking deeper and deeper. Just like the last time we did this. You remember how good it felt, right? You were so calm and so relaxed. And now you can be just like that, one more time. You can feel even better then that. Even more relaxed. All you have to do is let go. Let go of the stress, let go of the tension, let go of all your thoughts. Be blank and peaceful, just like you were last time. Sink deeper. You trust me, you trust my words, and you want to feel relaxed. Let go."

You feel their backs relax under your hands. Aloe murmurs, "...let go," while Lotus simply nods her head subtly. You continue, "That's right, let go. Of all the tension, of all the stress. Of everything occupying your mind. It's nice to be empty. It's nice to let me take care of everything. You wanted more of this, and now I am giving it to you. So just fall deeper. All you have to do is listen, and think about nothing. It'll feel so good. Just like it did last time. Better than it did last time. Sink deeper." You push your magic further, and feel them go fully limp, as Aloe lets out a sigh. "That's good," you encourage them, "That's very good."

Now to alter them further. You do have something in mind that might make this more enjoyable for you. "You love feeling like this. You want to spend more and more time like this. You love to be blank and thoughtless for me. I'm the one who makes you feel this way. The only one. You love this. You love me." The impact of this is low, but it plants the seeds for something more in the future. You wait for Lotus to nod and for Aloe to whisper her agreement, then continue, "You like being like this. You are exposed to me. That's because you trust me. You trust me completely, because I make you feel like this. You want more. You trust me. You need to expose yourself more."

You hands move lower, and with a sharp tug you pull away the towels covering the mares' behinds. Their firm asses are displayed to you, along with their nethers. They do not react, save for a small shiver running over them as the cold air touches their bodies. They are still deep in trance. "This is good," you reinforce, "Exposing yourself is good. It makes us closer. The closer I am, the more I can make you feel better. You want to let me in. You want to feel better. The closer I get, the more I am allowed to see of you, the better I can make you feel. You don't need to do anything. Just let yourself go, let me in, let me take care of things." They won't yet literally let you in their bodies, but it's a start.

It's time to finish this. "All our sessions from now on will have you naked. In all our sessions, you'll be together with your sister. It's good to sink together. It's like sleeping together. You sleep together naked, because you trust each other. Because you love each other. And you trust me just like that. You want her to feel as good as you do, and you want her to be just as blank and thoughtless as you are. She trusts me too. You trust me. You both trust me. You trust me like you trust each other. You like being exposed like this to me. It means you get to feel better. You want to get even closer to me. I am a part of this relationship. I make you feel good. You want everypony to feel good like you. Every pony should be blank and thoughtless for me."

You begin to walk away, slowly withdrawing your magical hold on their minds. It will take a few minutes for them to wake up, and they won't question your absence, nor the fact that they're naked. If things go right, they won't be against getting another session tomorrow morning, directly in bed, and you might make it a routine for them. The spa is closed tomorrow, but there will still be some work to be done in the morning if you decide to help them. Then, in the afternoon, you'll be completely free. You open the door to your room, ready to hibernate for the night, when a green light flashes before you. You lower yourself, and pick up the letter which just appeared in mid air.

I see that you seem to have adjusted yourself well. What looks to be a stable home, and right where you had chosen to go. Though I can only track you for brief periods of time, while you're alone. I expect a detailed, concise report of everything that happened and of what progress has been made, and I expect regular updates. It's a true fortune that Celestia's plans to reform Discord did not work out, he would have been a real wrench in our plans, but as it is you only need to worry about potential visits from the sisters or other royals, or that filthy traitor who calls himself a king, which I will warn you about. I had planned to tell you all this before you left for the town, as I couldn't fit that knowledge in during your creation, but since you left so swiftly I chose to not lose time with details. Anyway, I expect results, Elytra, and I expect a swift reply.

Your Queen
Queen Chrysalis


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