Celestia and Twilight looked at each other in understanding. They had been trying to comfort the sobbing mare all morning. Cadence was in dire need for tea, so Celestia levitated the good stuff from a small tin on her desk.

“I knew we could never…” Cadence sniffed. “I knew we would never be able to have foals. It’s… it’s just so hard.”

Twilight heated the water in the teapot, and poured a fresh cup; understanding for her sister-in-law sparkling in her own eyes.

It was, after all, about the time of year when Cadence’s foal-envy would flare up.

Celestia had told Twilight that her sister was much the same in the earlier years growing up. Her sister was always wise and strong mare, but every few years, Luna would (in words Twilight never expected from her mentor’s mouth) be beggin’ for a preggin’.

Twilight Sparkle had not believed Celestia’s tales of Luna in their formative years… but after sixteen years of her sister-in-laws sorrows, Twilight found them to be very believable. She often wondered if Luna would begrudge her steal— borrowing the nocturnal mare’s moon for a few nights, declare night eternal and have a nice thousand year ‘vacay’ from Cadence’s whining.

A quick glance at her former mentor quelled any such dark thoughts.

“Cadence, I know how this pains you.” Celestia patted a hoof on Cadence’s forearm. “There are options available: you could always find a donor and a surrogate mother.”

“Sh-Shiney doesn’t want to do that.”

“You could take on a student,” Celestia offered cautiously. “That is, I assume, almost as rewarding as motherhood.”

Despite her sorrow, Cadence actually managed to chuckle. “I… I don’t think so, Auntie Sunbutt. The way that turned out for you? Well… it’d be a little too oedipean for me.”

Twilight Sparkle blushed as she removed the wing that she thought had been secretly massaging the Solar Princess’ flank, coughing in embarrassment. “You could always adopt.”

“Shiney doesn’t want to do that either.” Cadence sighed, taking a sip of her tea. “Sometimes I think he just doesn’t want foals.”

A sharp knocking at the door to Celestia’s chambers interrupted the three princesses. Celestia stood and opened the door.

Standing at the entrance to her chambers were two very nervous looking royal guards, and one very pissed off fashionista.

“Y-Your Majesty, Lady Rarity has news concerning the Crystal Empire and a potential changeling attack.”

“You have good timing, Rarity.” Celestia’s smile vanished in an instant. “Cadence is here right now. Come in right away.”

Rarity entered the room, an angry scowl across her face and an awkward limp in her gait, one Celestia recognised as the sign of a more… thorough investigation of a suspect pony. Celestia did not look forward to this conversation.

Peleides hummed happily as she laid across the down duvet, glad to finally be out of her disguise; her black chitin contrasted against the stark white duvet.

This is how royalty should travel.

With the large sum of extra bits “generously” donated to her, Peleides had asked the ticket attendant if she was able to upgrade her ticket to a spot on the wagon-lit, and the attendant had happily informed her that one of the compartments had just opened up. Fancy that!

The trip was much more bearable with a private room, a wash basin and a comfortable bed. This comfort did not extend to her stomach, which was now rumbling with hunger.

Once again donning her unicorn disguise, she made her way to the dining car. There wasn’t really anything there she could eat, but she might have been able to find some easy mark.

It was still dark outside the train, they had recently passed through some small dirt village; Peleides could see the lights of Canterlot in the distance. While she wasn’t particularly keen on visiting the site of her mother’s greatest failure, she reasoned, as she was only passing through, there should be no problem.

The dining cart offered slim pickings, as far as choice of ponies went. There was the same mother and screaming foal, but Peleides had moved into the wagon-lit to get away from that problem. It wouldn’t make sense to invite her back to the room for a quick feed.

There was the old stallion who had been snoring before, and while he had an impressive physique, he looked older than her mother, and that old bug was at least three-hundred. Peleides never did find out; every drone that knew her true age, or were dumb enough to throw a birthday party, tended to live short lives as smears on either the floor or the walls, depending on where they had been standing.

In fact, most all of the ponies in the buffet-car were older than her. Significantly older than her. Blech!

One recent addition to the passengers caught Peleides’ attention though. A young, fresh-faced unicorn mare, with a brilliant orange mane and a light yellow coat. The changeling smiled as she noticed the mare looking her way, before hurriedly looking back out the window.

Peleides found her mark.

Maybe she could work the young mare up into a state, twist the girl around her holed-hoof, then take her back to the compartment and feed away.

“Hi! I’m Diamond Charm.” Peleides sidled up to the blushing mare, introducing herself. She had had enough time to work out an appropriate name this time.

“Umm— Hi,” the shy unicorn answered. “My name is Pumpkin.”

Who would name their foal Pumpkin?

“That’s a pretty name. Where are you headed?”

“Oh, I’m going to see my uncle Croquem Bouche. He lives in Vanhoover. I… I am going to be studying there.”

“Really?” Peleides asked with all the faux-interest she could muster. “What are you studying?”

“My uncle owns a Prench Patisserie, so I’m going to be training with him.” Pumpkin’s nervousness dissipated as she droned on about her uncle’s shop.

The food before her looked disgusting, more so than the normal slop ponies drew their nutrition from. Peleides remembered the ticket attendant espousing the fantastic food available for their VIP passengers. Trotting over to the VIP station with the oblivious Pumpkin in tow, Peleides showed her ticket to the waiter, who levitated a menu to the disguised changeling, though she didn’t recognise any of the items on the menu.

“I’m not sure what I want.” She looked back at the mare who had followed her. “Did you want anything?”

“Oh, ummm, I don’t think I could afford anything from here,” Pumpkin responded, sheepishly rubbing a hoof on her forearm.

Peleides turned back to the impatient attendant, and whispered. “What would you recommend if I was trying to impress someone?”

The waiter looked over Peleides shoulder, seeing the blushing mare. A smirk spread across his face. “I would suggest a tasting platter, we can have that delivered to your room, Miss.”

“Could we also get something to drink, a nice merlot perhaps?” Peleides remembered getting particularly inebriated with her younger sister on a stolen bottle of the drink a few years earlier.

The waiter chuckled. “Sorry, sugar, not until you’re older.”

“Very well.” Peleides nodded, levitating the menu back to the waiter, and passing him a few bits. She turned towards her room. “Pumpkin, would you like to join me in my private room? I’ve ordered something for us to share, you can leave that here if you want.”

Pumpkin followed Diamond Charm to her room, watching as the mare swayed her hips. She couldn’t believe her luck! Diamond was very beautiful, and Pumpkin couldn’t help but stare at the four diamonds on the mares flank. With the accentuated swish of her tail, Pumpkin was certain Diamond was flicking her nose on purpose.

Oh Diamond is so nice! And rich… but that’s not important!

Pumpkin smiled, her thoughts filled with all manner of fantastical images.

Maybe if I brought home a nice mare like Diamond, my parents would finally be okay with it.

Diamond Charm opened the door to the room, and Pumpkin followed her in. The room was amazing; Pumpkin had never seen a private room on a train.

Oh wow, she must be really rich.

Pumpkin sighed, she was certain she was in some kind of dream. This couldn’t be real. A young, pretty, rich, nice mare, not much older than Pumpkin herself, was interested in little old her. Wistful dreams of being swept off her feet by the beautiful young debutante filled her mind.

Uuuuuuuuuuuuuuugh. Feeding is so much work!

Peleides suppressed the urge to sigh as she opened the door to her compartment. She could feel the desire in the yellow mare grow, but she still had to work for it. This was the reason why most changelings take the form of somepony’s lover.

Peleides did not have that luxury at this moment; she was staaaaaaaaaaaaaaaaaaaarving.

“Make yourself comfortable,” Peleides offered with a sweet smile, tapping a hoof on the soft bed, before climbing onto it herself. Pumpkin nervously climbed onto the bed next to the changeling, keeping an awkward distance between herself and ‘Diamond’.

Noticing the distance, Peleides held out a hoof, gently patting the nervous mare’s hoof. “It’s okay, Pumpkin. I won’t bite.”

Pumpkin giggled, shifting herself a little closer.

“So, tell me more about yourself, Pumpkin,” Peleides offered. “I’d really like to know more about you.”

Pumpkin regaled the ‘extremely interested’ changeling with her life in Ponyville. Peleides chuckled.

“I actually met someone from Ponyville, I think, while I was in… Appleloosa,” Peleides laughed, remembering the white unicorn who’d bought her a ticket. “She was really excited, I was wearing one of her designs.”

“You met Rarity? Wow! What a small world; she’s a friend of my Aunt Pinkie!” Pumpkin looked towards the sweater that Peleides had casually tossed over a chair.

Peleides started to shift uncomfortably. This mare knew Rarity, and knew the sweater was hers.

“No wonder she was excited! That sweater only just came out this season, I thought it was exclusive to her Boutique in Canterlot.”

“O-Oh, yeah.” Peleides felt her tension melt away. One of her designs, Pumpkin was not aware it was a personal gift from the stupid white sow. “My mother got it for me last time she went to Canterlot. I, umm, really wanted one.”

Pumpkin nodded. “I know what you mean. It’s beautiful.”

It’s lumpy and it smells awful. I should know, I’m a Changeling Princess.

A knocking interrupted the two, and Peleides opened her door. The waiter from earlier silently levitated the tray into the room. Peleides grasped it in her own green aura, ignoring the waiters leering wink as she closed the door.

Changelings were taught that often, the way to a stallions heart was through his stomach. Peleides was hoping that particular idiom rang true for mares too.

“Dinner…” She levitated the tray over to the bed, removing the cover with a flourish. “Is served!”

Peleides rejoined Pumpkin on the bed, sidling closer to the unicorn as she stared at the food.

“It looks so delicious!” Pumpkin exclaimed in awe.

“It really does.” Peleides put all her effort into not vomiting. Explaining to a pony why she was vomiting green organic matter would be difficult, and she was trying to keep a low profile.

Before the other mare could speak, Peleides levitated a small ball of something and hovered it in front of Pumpkins muzzle. “I’m not that hungry; besides, I eat this kind of stuff all the time. I’d love to hear what you think of it.”

Pumpkin’s face burned bright red, as she closed her eyes and opened her mouth. Peleides levitated the small morsel of food into the mare’s mouth. Pumpkin moaned as the flavour hit her tongue.

“Oh, wow. It’s pumpkin and risotto, deep fried. I think there is some cheese in there too.” Pumpkin quickly covered her mouth with her hoof, embarrassed, realising she had spoken with her mouth full.

Peleides gave her very best impression of a titter, something no changeling would ever actually do. Cackle maniacally? Sure, most changeling royalty had classes in that. But a titter? No way.

As Peleides slowly fed the mare, Pumpkin’s infatuation with her grew with every bite. Peleides even managed to stomach one or two pieces, after Pumpkin insisted. She washed the taste out of her mouth with a glass of mineral water, which she also offered Pumpkin.

The announcement that they had arrived and departed Canterlot had come while they laid there together, Pumpkin now much closer than she had been all night, the empty tray discarded on a side table.

“Thank you, Diamond. You’ve been so nice to me.”

Peleides could feel it; she was so close. She just needed to do a little more, then this love-fruit would be ripe for the picking. Being a changeling, Peleides was unaware how this metaphor might have sounded to a non-changeling.

“You’re welc—”

Peleides was cut off as Pumpkin awkwardly mashed her lips against the disguised changeling’s. She struggled to breathe, trying to work with the kiss. As she found her rhythm, Pumpkin slid her tongue into Peleides mouth.

Ponies are so gross! Ponies are so gross! Ponies are so gross! Ponies are so gross! Ponies are so gross!

Despite the disgusting flesh that was twisting itself around her own tongue, Peleides managed to keep the kiss going, even mimicking some of the other mare’s movements. The love Pumpkin felt was fit to burst from her chest.

Pumpkin pulled away, giggling. Both mare and changeling were panting, trying to regain their breath.

“Wow!” Pumpkin exclaimed.

“Yeah…” Peleides responded. “Wow.”

Wow that was disgusting!

Peleides moved towards Pumpkin’s neck, the yellow mare pulling the changeling on top of her. She opened her mouth, just over the nape of Pumpkin’s neck. Then she fed.

Pumpkin went slack as a green mist came off her coat, wisping its way up to the changelings open maw. She moaned loudly, eyes rolled back in her head, as the changeling continued to feed.

She’s delicious!

Peleides fed, being careful not to drain Pumpkin completely. When she was finished, she slumped next to the mare, who absent-mindedly cuddled against Peleides.

By Mother’s Chitinous Tits, so full!

Peleides fell asleep next to the mare, fully sated.

The train jostling as it slowed woke the two sleeping mares. It was still dark outside, but the speakers crackled, announcing their arrival at Vanhoover.

Pumpkin got up, quickly racing to the car where she had left her belongings, then ran back to the compartment Peleides was staying in.

“Thank you so much for tonight Diamond I really hope I see you again soon.”

Peleides was still in a half-drunk love stupor, and barely registered what was shouted at her. Pumpkin pulled Peleides in for a deep kiss, the changeling being too groggy to register the extra tongue in her mouth before it disappeared again.

“W-Wait,” Peleides called. She dashed back into her room, and grabbed the sweater. She seemed to like this horrible thing, so she can take it. At least I won’t have to carry it anymore!

Peleides levitated the sweater to the mare. “T-Take this. In case we don’t see each other again.”

Pumpkin pulled the changeling in for another kiss, and stepped off the train. She stood on the station, waving to Peleides, until the doors closed and the train rolled out of the station.

“Next Stop,” called the announcer in a cheerful voice. “The Crystal Empire!”