Friends? Who needed them. They abandoned her on the day when it counted most, got together for their own party and made sure to keep her excluded.

Pinkamena Diane Pie puffed at a lock of pink mane that fell across her face, scowling at a passing pony who dared to glance at her. This far from Ponyville it was odd to even encounter anypony. Probably out visiting the rock farm, picking up some granite or siltstone, this was the season  when the masons would be looking for it. Her scowl deepened as she considered that, turning away from the farm at a junction.

If her meanie-pants ex-friends were gonna ignore her then she just had to go and find some new ones! Ones that weren't dumb ponies who thought they could take advantage of her and then turn their backs. Maybe Gryphonia or Zebrica; Pinkamena halted suddenly as an image of a laughing gryphon passed across her mind. Definitely not Gryphonia! Which left the zebras. Zecora knew what it was like to be shunned, to have those dumb ponies turn on her which meant the other zebras might just share her feelings.

"Excuse me, miss." The voice was soft and melodious, unlike any she'd heard before. "Could you give me some directions to Ponyville?"

The mare's coat was a pale grey, just like Inkie's but her mane was long and its dark green locks—almost black—shimmered in the afternoon sun. Poking out from under that mane was a magnificent horn, the same colour as her coat. As her eyes trailed over the mare, Pinkamena's scowl faded just a fraction.

"You... You don't wanna go there, it's full of meanies and grouches and all sorts of other horrible ponies!" Forgetting the sight before her, Pinkamena scrunched up her nose and turned back towards the town. "They'll lie and lie and then turn their backs on you, right when you-"

She had not been expecting a gentle hoof to gently close her mouth nor a smiling face to greet her out on the roads. Nor had there been any expectation of the hug the stranger offered.

"You poor, poor thing," the mare murmured, "you sound like you've had a horrible time there."

Were it not for that hoof, that mane, the gentle rise and fall of the mare's chest against her own, Pinkamena might well have continued on her way. But in that one moment she could only bring her own hooves up to hold the pony hugging her, to grip so tightly she almost feared she was causing her pain.

"I... I thought they were my friends."

Had there not been another pony to say that too she might have been able to hold back her tears, to let them simply vanish in the wake of those memories but it was still too fresh, too raw. She wept, openly and bitterly, rubbing her face against the mare's withers as she struggled not to sob.

"I always wanted some friends, and-and then when I found them they... they abandoned me," she wailed, her whole body shaking, "it's not fair!"

The grey mare stroked Pinkamena's long mane, quietly shushing her.

"Some ponies just want to hurt ya, sweetie. They don't care about what's inside."

The sobs had died down to something manageable, her tears flowing not quite so fully and Pinkamena pulled back to look at the mare. She really did have the most lovely green eyes.

"Inside?"

In response, the mare reached out and placed a hoof on her chest. Pinkamena followed the line of it, along her withers and neck, up to her face. A face that bore a smile warmer and guileless in a way those of her friends never were.

"Oh." It was a long way, maybe a little company wouldn't be too bad. "Umm... I... I-I could show you to a different place. Better than that town."

Another hug, one that left a warmth in her chest even when the mare pulled away. Even when they started off again, still with Ponyville to their backs it was there and Pinkamena avoided looking at her whenever possible. Every glance left a funny butterflies-fluttering-about feeling inside her.

On hoof, it was a lot longer to Neightona Beach than she recalled. On the few times previous with her friends- ex-friends, she reminded herself, they had always taken the train. Even then it usually entailed a sleep along the way before they could take off in excitement and laughter to soak in the sun and sand.

The mare—Facet she said her name was, for the heart-shaped sapphire on her cutie-mark—thankfully revealed that she had brought a tent and bedding, enough for two ponies. Being out on the road so much often meant meeting others who weren't so prepared so she made sure to offer her aid whenever it was needed.

That warmth inside Pinkamena spread out further as their hooves touched repeatedly, putting up the tent. In the light of the setting sun she looked magnificent, her green eyes regarding her with all the kindness she'd hoped to find in another pony. Facet wouldn't betray her, that was certain. She could be the pony Facet needed on the roads, one to keep her spirits up, to make her smile.

"Pinkamena? You okay?"

Lost in thought, she hadn't noticed Facet levitating a steaming mug of cocoa before her and gently took it with a sheepish grin upon being recalled back to the world.

"Yeah," she quietly noted, a small smile forming on her lips, "yeah, I am."

With a flick of her magic, the tent's front was zipped open and Facet held the material aside, nodding her head towards it.

"C'mon, we can sit inside and enjoy these."

There was not a moment of hesitation for Pinkamena as she ducked into the tent, pausing only briefly when she felt something touch her. Something warm and soft and slightly moist, something that left a deep blush upon her cheeks and an unwillingness to look back.

Facet never said anything upon entering but the small smile she wore told Pinkamena all she needed to know.

As their cups emptied and the light outside grew dimmer, the talk between the two quietened until they simply sat there together, both heads nodding. When they could stave off their tiredness no longer they retired to their respective sleeping bags, Pinkamena making sure to keep her own close to Facet's. Her life had taken a number of strange and frightening turns this day but at last it felt like things were finally starting to settle.

"Where is that accursed zip!"

Pinkamena cracked one eyelid open and then the other, blearily. It was such a pleasant dream, one of she and Facet simply lying together under a tree. Maybe, if she played her cards right, she could convince her to zip the sleeping bags together. It'd make up for being woken by her.

"Aha!"

Or perhaps Facet had the same idea? It'd explain the sound of the zipper coming down as well as the influx of cooler air. Pinkamena shivered, turning about to regard the mare she was sure was standing over her, ready to duck in and...

In the darkness it would've been hard to make her out, to see that dusky-grey coat against the blackness of the night but even so, something was off. Those eyes were more luminescent than Facet's and sat higher than they should be and in the tiny bit of light that filtered in from the moon, she could make out a small pair of fangs on whoever this was.

"F-Facet," Pinkamena called,reaching over, expecting to feel a lump in the other bag but instead found nothing.

A green glow suddenly filled the tent, illuminating the figure standing over her - tall and glisteningly black, a bent horn jutting from its head and two shining wings on its back. She had never seen anything like it before; it was terrifying and it was intriguing.

"I'm right here, Pinkamena." The creature leaned down, smiling, close enough to the shivering mare that she could make out small holes on its... hooves? "I've been here, all along."

It sounded like Facet, that soft voice that captivated her so easily and when one of those black hooves ran through her mane it left her shivering in the same way. But how could it be? It wasn't Facet, it wasn't the mare she'd fallen asleep next to but she still had no idea what it was.

"Who... Who are you?"

The question drew a soft laugh from the figure who lay down in the light, keeping its hooves to either side of Pinkamena.

"Don't you recognise me? I'm Facet, I am the one who you offered all that delicious love to." Was it a her? She sounded female. "But I have been called many names by many ponies."

She wasn't who she said she was, she even lied to other ponies! The thought filled Pinkamena like a raging fire, making her leap to her hooves and glare down at the creature before her.

"My real name, if you wish to call it that, is Queen Chrysalis."

Still heaving her breath, Pinkamena turned that over in her mind - it... sort of made sense. A queen couldn't just go about with everypony knowing who she was, they'd swamp her. Which would explain why she had—somehow—changed what she looked like. One thing did remain, though, those long green locks were just as beautiful as they had been on Facet.

"You... This... I want an explanation!"

Sitting on her haunches and folding her hooves, Pinkamena waited as the Queen sat back up—much taller, she suddenly realised—still smiling as placidly as she had been.

"I am a changeling, my dear. It's not surprising you don't recognise me, we prefer to keep to ourselves or enter your society as ponies." Holding up a hoof to stall the mare below her, Chrysalis continued. "Not all are accepting of how we look and so to make their lives more pleasant we change to suit their needs."

It... sort of made sense. It still didn't explain why their queen was just walking a road by herself.

"What were you doing when you met me?"

The Queen froze up, regarding Pinkamena for a long moment before continuing.

"Just passing by, in search of somepony who might understand."

Understand? What had happened to her? Had she been betrayed by her friends too? Or was she just looking for somepony who understood what it was like to have everyone ignore you unless they needed something. Something moved in Pinkamena at that thought and she reached out a hoof to the Queen who tapped it with her own.

"You were lonely, too?"

The nod that came after made Pinkamena's heart skip a beat. Of course! It all made sense!

"We changelings have a... unique diet." It was difficult to fight the urge to move away as the Queen leaned in, her height left her with a rather imposing stature. "Love."

Eating love was, without doubt, the strangest thing Pinkamena had heard. What kind of creature could even eat it? Then again, what kind of creature could just change what it looked like?

She looked down for a moment, considering the Queen's words and was stirred from her thought at the sensation of a hoof brushing a lock of her pink mane from her face. She felt it then, that same swelling of emotion that Facet left her with, when she looked upon the Queen's face.

"It is why I could never leave you, even if I would want such a thing. You have so much love within you, so much warmth and kindness that I would never go hungry again."

Her mouth fell into a small 'o' upon hearing those words. Her ex-friends had just used her, taken what they needed from her to make themselves feel better without ever caring for how she felt. And yet here was a Queen who admitted she needed her but who made her feel good, made her feel wanted.

"So... So what does that mea-"

She cut herself off, hearing Chrysalis grunt and shift herself about. The light from her horn shifted, exposing a large bulge along her stomach Pinkamena hadn't noticed before. And something else, something further down.

"What's wrong?" It was impossible to keep her hoof away, to try and feel for something that may be wrong with the changeling. Her... friend.

"Forgive me, Ah!" The Queen shifted again, moving her hind legs apart. "Your love, your sweet, delicious love has been so rich that it has furthered my brood."

Of course, that would explain the bulge in her stomach but it still left the long, stiff something poking out from between her hind legs as a mystery. Her voice was unmistakably female and she called herself a Queen so there would- could be no way it was what Pinkamena thought it was.

"Are you gonna have little baby changelings?" That she might have played a part in it, to bring new life into the world warmed her.

"No... Ah! N-No, I must... deposit them, first." Each stroke Pinkamena made with her hoof against that hard something, the Queen shifted closer. "I must find a host for them to mature in."

Without even thinking, she blurted, "I could be your host!" Both sat in stunned silence for a moment before Pinkamena took one of Chrysalis' hooves in her own. "I-If I helped make them then I should do that for you, right?"

The Queen cupped Pinkamena's chin in her hoof, leaning down to whisper in her ear, "You must be sure of this. The process is quite... intense and I do not wish to harm you."

Oh yes, just like Facet, except in the short time she'd known the mare, any thoughts of her had not left Pinkamena with shaking hooves and a far more intense fluttering in her stomach.

"Is... Is that what this thing is?" Her hoof strayed to the top of the thing between the Queen's hind legs and a shiver ran through her.

"Yes," she hissed, leaning in to nip at a pink ear, drawing a gasp from the mare, "If you agree, I will mount you like a stallion and deposit them in you, so they might grow strong from the depth of your love."

Like a stallion... it'd been so long, so terribly long since she'd felt the touch of one. Or even another mare. Now she had a way to experience both. The fire that had died down to embers swelled up in Pinkamena and she pushed the Queen suddenly, landing her on her back atop one of the sleeping bags.

The long, black member jutted out from between her legs - it was far larger than any stallion's she had seen before, majestic and dribbling clear fluid. A hunger of her own, awoke in Pinkamena and tossing her mane to one side she grinned down at the Queen.

"I'm gonna mount you!"

In the soft light, two fat black testicles were just as clearly visible and Pinkamena thrust her nose into them, inhaling the Queen's rich musk deeply. So like a stallion's but her mind was filled with Chrysalis' dark beauty - the carapace that shone in the light, her long mane and tail, gravid belly and turgid member.

Without thinking upon it, a hoof snaked down between her own thighs and rubbed at a quickly dampening spot. To cover the moan that threatened to escape her, Pinkamena thrust her face between the legs of her Queen and wrapped her lips around the base of the thick shaft. The taste filled her mouth and now it was impossible not to moan, to draw another shiver from the mare before extending her tongue to lick against it.

Using only one hoof to keep Chrysalis' legs apart, Pinkamena moved up, licking and sucking at the thick cock that pooled fluids at the stomach it was pressed tight to. With a hunger she hadn't realised she had, she pushed on, quickening her pace until her lips slid over the tip and her mouth was awash with those fluids.

"Ahn! Yes, d-don't stop!"

That voice! That beautiful voice commanding her, it was like a siren's call. She couldn't resist, couldn't stop herself from taking the head of that fat cock into her mouth, from running her tongue over and around it, from drinking every drop of that hot fluid that poured from it. It throbbed angrily against her but a hoof held it in check, held it fast that she could push down.

She was grinding against the sleeping bag, her hind legs splayed out as she pressed herself down on her hoof. The other still ran up and down the cock stuck partway in her mouth, still pressed more of that fluid from it until the flow turned too thick and Pinkamena pulled herself off, stifling a cough.

"Please," came the Queen's voice from overhead, "I-I have waited so long."

She would never have to wait again,not so long as Pinkamena remained with her. With shaking legs and an ache between them, she moved further up, trailing her tongue along the distended stomach of her lover until she felt herself positioned just right. Every drop that came from her own body drew another throb from that member, making it spasm and slap against her. Both mares gasped at each meeting, Pinkamena holding on tighter with every touch.

A small, whimpering sound arose in the Queen's throat and Pinkamena could take no more - steadying herself she pushed back, onto the shaft that awaited. Both shared another gasp as her labia were pushed wide by the head, a mixture of their fluids dribbling down both pairs of legs. She needed it, needed that thing inside her! Needed to feel those eggs, to know her Queen had given all that bountiful life to her!

But the size made it difficult and despite how she pushed herself back it was a slow go. Chrysalis' moan rose in pitch and volume the more of her aching cock Pinkamena took; only her resolve saw the pink mare's lips tightly sealed to save herself from joining the Queen. No stallion had ever compared to this, to how full she felt the more entered her; none had ever made her quiver with the heat and copious offering of fluids.

She finally moaned, breaking her silence, "I need more! More!"

Using the Queen's hind legs to stabilise herself, Pinkamena pushed herself back until she straddled that black waist. One look down and she gasped, seeing just how much more was still to go - each little twitch of the cockhead making her lose more of her grip and slide a little further. And each inch that passed forced more of those fluids out, further lubricating both of them, speeding it along but still not enough.

Wrapping her hooves around the black legs at her back, the pink mare grit her teeth and pushed down. There was no sound from her this time, barely any more movement save her pupils shrinking and a grin forcing her lips into a tight curl. Her hooves came around, resting on Chrysalis' stomach and with one almighty thrust she bottomed out on the mare, meeting her hips with a wet smack.

"Gngh!" It was so satisfying to hear that. "Y-You're going too fast!"

"Good," Pinkamena growled, "I want those eggs!"

For now the feeling of that fat cock would do, stretching her beyond the limit of any stallion before, hot as her own body. But she couldn't stop herself from shaking as she stood back up, nor could she resist her own spasms, muscles rolling along every inch of that member that was left in her. One of her hooves reached back, yanking her tail up and Pinkamena bit down on her lip gleefully, shifting her weight from side to side and squeezing her Queen all the while.

One breath, two and then she thrust herself down, giving her tail another tug just as her rear smacked against the two fat testicles under her. Her reward was another fat glob of that fluid, a quavering cry of pleasure from Chrysalis and the body beneath her shaking all over. All those worked up feelings, all those barely suppressed fantasies of Facet - how could she have imagined the mare was even more magnificent than she thought?

"More, oh more! Don't you dare stop!" Two black hooves came to rest on Pinkamena's shoulders, the pink mare taking hold of one and letting the other do its work in pushing her down on each thrust.

Breathless and panting, Pinkamena rode Chrysalis for all she was worth. She still somehow kept up that light and with it, she could catch glimpses of her open mouth, tongue lolling to one side as a stream of lurid groans came from her. She wanted them, wanted to hear them more - leaning in close to her Queen, she held fast and worked her hips.

This... this was perfect. She almost had to bite into that chitinous hide just to stop herself from making any more noise; without having to prop herself up she could put more strength into each thrust, make it shallower, quicker, leave herself empty for less time. Her hoof kept a tight pull on her tail, exposing all for her Queen, ensuring not an inch of the smooth skin around her labia did not touch upon Chrysalis and leave tiny pricks of pleasure radiating out.

"Come! On," Pinkamena growled in time to each thrust, "Fill! Me! Need! Eggs!"

She was lifting her hindquarters high with each thrust, enough that only the tip of that twitching cock was inside her before she rammed herself back down. Each pass of the medial ring left her shivering, left a haze of pleasure in its wake. She didn't know, didn't care how these eggs were to spill forth, her mind was solely taken up with the need for it.

Chrysalis' black hooves on her withers descended, running across her shivering body to rest on her flanks and then her rump. Pinkamena whipped her head about, taking her tail in her teeth and holding it tight, her eyes focused on the hooves pushing her down and the cock filling her.

The little tent was filled with the wet slaps of their bodies meeting, the muted grunts from both mares as they furiously worked themselves, and the thick scent of their arousal. Added, finally, were Chrysalis' own thrusts, her hips weakly rising to meet Pinkamena's. She had to be close, had to be!

"Wait... wait!" The Queen gave an almighty shove, shaking all over and Pinkamena felt the head of her swell out violently. "L-Let them come!"

On the cusp of asking she stopped, feeling it - that swelling changed, shifted into the head of her cock parting and each slithering end holding her open. Something moved along inside it, pressing against her insides until it escaped in a glob of fluids; a small, oval egg.

It was one and then two and then more as the slow passage of each turned to a steady flow, Chrysalis' hooves pushing down tightly on her rump. Little need as there was, Pinkamena continued to grind her hips down, struggling to feel more of that delicious thing inside her, to have more of those eggs.

She could feel her own body begin to swell as the Queen's went down. Her tongue flicked out over her lips, eyes rolling back in her head as the feeling of fullness took over. This, too, was more than any stallion had ever given her, could hope to give her. How long would she be able to hold these inside? How long until they were birthed and her beautiful Queen could fill her again?

"Keep... keep going," Chrysalis muttered, starting to thrust again. The flow of eggs hadn't stopped but only slowed and Pinkamena was too taken up by the press of them to stifle a groan. The combined feelings of fullness and that thick member stretching her rhythmically again were becoming too much.

Her legs too tired to do much more than hold her up, she let Chrysalis take over, starting to thrust with more strength as the flow of eggs died down. As it did so, more of that fluid started to pour and the head of her cock closed, returning to its rounded but quickly thickening state.

"Oh, my loyal subject... my beloved consort!" That voice was stronger, louder and the Queen wrapped her hooves under Pinkamena's hips. "I-I have... so much love to give you!"

Pinkamena was lost to a haze of pleasure. Rolling herself back, her hooves stroked along her swollen abdomen and a quiet moan escaped her. The eggs inside were rocked about by each thrust, the fluids spilling into her keeping them lubricated and moving. It was too much and she could hold on no longer.

Her muscles clamped down on Chrysalis' member, her body using its last strength to drive an orgasm through the mare, to leave her shaking and whimpering atop the Queen as her legs wrapped around those of her lover.

There were grunts and growls, guttural groans as Chrysalis used her own reclaimed strength to keep the mare filled with her cock. She was close again, so terribly, wonderfully close. Every wet smack of the mare against her balls left her closer to her second orgasm, inching closer until with one last thrust she was filled again and Chrysalis let out a cry.

With nothing to brace her legs against she could merely hope, dimly, that the mare wouldn't make a move as thick ropes of semen-like fluid filled her. It would solidify in time, after the Queen had stopped shaking and moaning, after the pleasure that gripped her loins died down and the two had parted.

For now, with the love of the mare atop her leaving her full as a tick and her own eggs and fluids leaving Pinkamena equally full, they rested. In the morning they would set out again, to find themselves a new home where they could raise this brood together.